UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2022 (
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| Item 8.01. | Other Events. |
On March 2, 2022, The Progressive Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters named therein (the “Underwriters”), in connection with the offer and sale of $500 million aggregate principal amount of the Company’s 2.50% Senior Notes due 2027 (the “2027 Notes”), $500 million aggregate principal amount of the Company’s 3.00% Senior Notes due 2032 (the “2032 Notes”), and $500 million aggregate principal amount of the Company’s 3.70% Senior Notes due 2052 (the “2052 Notes”; together with the 2027 Notes and the 2032 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company and each of the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes. The offering is expected to close on March 9, 2022, subject to customary closing conditions. The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K.
The Notes will be issued pursuant to an Indenture, dated as of September 12, 2018, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, as supplemented by a Third Supplemental Indenture to be entered into and dated as of March 9, 2022 (the “Third Supplemental Indenture”). The Third Supplemental Indenture, the form of 2027 Notes, the form of 2032 Notes, and the form of 2052 Notes are being filed as Exhibits 4.1, 4.2, 4.3, and 4.4 respectively, to this Current Report on Form 8-K.
The net proceeds of the offering are estimated to be $1,486.0 million, after giving effect to underwriting discounts and commissions and estimated expenses of the offering. The offering of the Notes is registered pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-259667) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 20, 2021 (the “Registration Statement”), which became immediately effective upon filing, and a related Prospectus Supplement dated March 2, 2022 (the “Prospectus Supplement”).
The 2027 Notes will bear interest at the rate of 2.50% per annum, the 2032 Notes will bear interest at the rate of 3.00% per annum, and the 2052 Notes will bear interest at the rate of 3.70% per annum. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2022. The 2027 Notes will mature on March 15, 2027, the 2032 Notes will mature on March 15, 2032, and the 2052 Notes will mature on March 15, 2052. Further information concerning the Notes and related matters is set forth in the Prospectus Supplement and the related Prospectus that was filed as part of the Registration Statement, and in the Third Supplemental Indenture and the forms of the Notes attached hereto.
Baker & Hostetler LLP, counsel to the Company, has issued an opinion to the Company, dated March 9, 2022, regarding the Notes. A copy of the opinion is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
The documents filed herewith are incorporated by reference into the Company’s Registration Statement on Form S-3, File Number 333-259667.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 9, 2022
| THE PROGRESSIVE CORPORATION | ||
| By: | /s/ Mariann Marshall | |
| Name: | Mariann Marshall | |
| Title: | Vice President | |