UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture
On February 23, 2022 (the “Closing Date”), Kemper Corporation (the “Company”) issued $400 million aggregate principal amount of 3.800% Senior Notes due 2032 (the “Notes”).
The Notes were issued under an indenture, dated as of the Closing Date (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture”), between the Company and the Trustee.
The Notes bear interest at an annual rate of 3.800%, payable semi-annually in arrears on February 23 and August 23 of each year, beginning on August 23, 2022. The Notes will mature on February 23, 2032.
The above description of the Indenture, the Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of such documents. The Indenture and the Supplemental Indenture (including the form of the Notes) are incorporated by reference as Exhibits 4.1 and 4.2, respectively, to this report and incorporated in this Item 1.01 by reference.
The Company has entered, and from time to time may continue to enter, into banking or other relationships with U.S. Bank Trust Company, National Association or its affiliates for which they have received and will receive customary fees and expense reimbursements. U.S. Bank National Association is a lender under the Company’s revolving credit agreement.
The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 which became automatically effective upon filing with Securities and Exchange Commission on February 14, 2020 (File No. 333-236429).
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 with respect to the Company’s issuance of the Notes is incorporated by reference herein.
| Item 8.01 | Other Events. |
On February 23, 2022, the Company caused to be delivered to the holders of the 5.000% senior notes due 2022 (the “2022 Notes”) of Infinity Property and Casualty Corporation, a wholly-owned subsidiary of the Company (“Infinity”), a notice of redemption relating to the full redemption of all the issued and outstanding 2022 Notes. The redemption is expected to occur on March 25, 2022 (the “Redemption Date”).
The 2022 Notes were issued under a base indenture, dated as of August 6, 2010, between Infinity and U.S. Bank National Association, as trustee (the “2022 Notes Trustee”), as supplemented by the first supplemental indenture, dated as of September 17, 2012, by and between Infinity and the 2022 Notes Trustee (as further amended, restated, supplemented or otherwise modified prior to the date hereof), and such 2022 Notes were guaranteed by the Company in connection with its acquisition of Infinity, as evidenced by a guarantee, dated November 30, 2018.
The redemption price for the 2022 Notes shall be equal to the greater of (i) 100% of the principal amount of the 2022 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 50 basis points; plus, in each case, any accrued and unpaid interest thereon to the Redemption Date.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURES
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.
| KEMPER CORPORATION | ||||||
| Date: February 23, 2022 | /s/ C. Thomas Evans, Jr. | |||||
| Name: | C. Thomas Evans, Jr. | |||||
| Title: | Executive Vice President, Secretary & General Counsel | |||||