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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/22/23 CNA Financial Corp. 8-K:1,9 5/17/23 14:519K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 158K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 47K 4: EX-5.1 Opinion of Counsel re: Legality HTML 13K 9: R1 Cover HTML 51K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm2315612d5_8k_htm XML 20K 11: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 6: EX-101.DEF XBRL Definitions -- cna-20230517_def XML 78K 7: EX-101.LAB XBRL Labels -- cna-20230517_lab XML 106K 8: EX-101.PRE XBRL Presentations -- cna-20230517_pre XML 74K 5: EX-101.SCH XBRL Schema -- cna-20230517 XSD 14K 13: JSON XBRL Instance as JSON Data -- MetaLinks 28± 37K 14: ZIP XBRL Zipped Folder -- 0001104659-23-062854-xbrl Zip 75K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i May 17, 2023
(Exact name of registrant as specified in its charter)
| i Delaware | i 1-5823 | i 36-6169860 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| i 151 N. Franklin St., i Chicago, i Illinois | i 60606 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code ( i 312) i 822-5000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| i Common stock, par value $2.50 per share | “ i CNA” | i New York Stock Exchange i Chicago Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
On May 17, 2023, the registrant entered into an underwriting agreement (“Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule II thereto, relating to the offer and sale of $400 million aggregate principal amount of the registrant’s 5.500% notes due 2033 (the “Notes”). The Notes are being offered and sold pursuant to the registrant’s effective shelf registration statement on Form S-3 (File No. 333-262821) and prospectus supplement, dated May 17, 2023. The sale of the Notes is expected to close on May 22, 2023, subject to customary closing conditions.
The foregoing descriptions of the Underwriting Agreement and the Notes are qualified in their entirety by reference to the complete terms and conditions of the Underwriting Agreement and the form of the Notes, which are attached hereto as Exhibits 1.1 and 4.1, respectively, and incorporated herein by reference. A copy of the opinion and consent of Stathy Darcy, Senior Vice President, Deputy General Counsel and Secretary of the registrant, relating to the legality of the Notes to be issued and sold in the offering is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
See Exhibit Index.
| EXHIBIT INDEX | ||
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated May 17, 2023, among CNA Financial Corporation and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule II thereto. | |
| 4.1 | Form of 5.500% Notes due 2033. | |
| 5.1 | Opinion of Stathy Darcy, Esq. | |
| 23.1 | Consent of Stathy Darcy, Esq. (included as part of Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (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.
| CNA Financial Corporation | |||
| (Registrant) | |||
| Date: May 22, 2023 | By | /s/ Scott R. Lindquist | |
| (Signature) | |||
| Name: | Scott R. Lindquist | ||
| Title: | Executive Vice President | ||
| Chief Financial Officer | |||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/22/23 | |||
| For Period end: | 5/17/23 | 424B3, FWP | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/04/23 CNA Financial Corp. 424B2 2:614K Toppan Merrill/FA 8/02/23 CNA Financial Corp. 424B3 1:599K Toppan Merrill/FA |