UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On March 3, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), with respect to the Company’s issuance and sale of $150 million aggregate principal amount of the Company’s 5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062 (the “Junior Subordinated Debentures”). The Underwriters may purchase up to an additional $22.5 million aggregate principal amount of Junior Subordinated Debentures for 30 days after March 3, 2022 in order to cover over-allotments, if any. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.
The estimated net proceeds from the issuance and sale of the Junior Subordinated Debentures in the offering will be approximately $144.9 million after deducting the underwriting discount and the Company’s estimated expenses related to the offering. The Company intends to use the net proceeds from this offering of Junior Subordinated Debentures for general corporate purposes, which may include ordinary course working capital and investments in other business opportunities, including acquisitions, and to pay related fees and expenses.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document. The Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference.
| Item 8.01 | Other Events |
On March 3, 2022, the Company issued a press release announcing the pricing of the Junior Subordinated Debentures, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of March 3, 2022, by and among the Company and Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters named on Schedule I thereto. | |
| 99.1 | Press release, dated March 3, 2022, announcing the pricing of the Fixed-Rate Reset Junior Subordinated Debentures. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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: March 7, 2022 | ||||||
| /s/ C. Thomas Evans, Jr. | ||||||
| Name: | C. Thomas Evans, Jr. | |||||
| Title: | Executive Vice President, Secretary & General Counsel | |||||