i3700 South Stonebridge Drive, iMcKinney,
iTexasi75070
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i972) i569-4000
N/A
(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:
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 exchanged on which registered
iCommon Stock, $1.00 par value per share
iGL
iNew
York 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):
Emerging
growth company
i☐
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 September 3, 2020, Globe Life Inc. ("Globe Life") completed the issuance and sale of $50,000,000 aggregate principal amount of additional 2.150% Senior Notes due 2030 (the “Notes”), at a price to the public of 99.635% (the “Notes Offering”). The Notes were issued as additional notes under a Second Supplemental Indenture (the "Second Supplemental Indenture") governing Globe Life's existing 2.150% Senior Notes due 2030, which were issued in an aggregate principal amount of $350,000,000 on August 21, 2020 (the "Existing Notes"). The Notes
form a single series and are fully fungible with and have the same terms as the Existing Notes (except initial offering price and issue date). The Notes have the same CUSIP and ISIN numbers as, and trade interchangeably with, the Existing Notes. The outstanding principal amount of the 2.150% Senior Notes due 2030 is now $400,000,000.
The estimated net proceeds to Globe Life from the Notes Offering is $49.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by Globe Life. Globe Life intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include additional capital investments in its insurance subsidiaries, additional holding company liquidity and the repayment of a portion of Globe Life’s outstanding
commercial paper.
The Notes Offering was completed pursuant to the prospectus, filed as part of Globe Life’s shelf registration statement on Form S-3 (File No. 333-227501) (the “Registration Statement”), as supplemented by a prospectus supplement in preliminary form dated August 31, 2020 and in final form dated August 31, 2020.
The Notes were issued under the Senior Indenture, dated as of September 24, 2018 (as supplemented, the “Senior Indenture”),
between Globe Life and Regions Bank, as trustee, as supplemented by the Second Supplemental Indenture, dated as of August 21, 2020 between Globe Life and Regions Bank, as trustee. The Notes were issued as Additional Notes (as defined in the Second Supplemental Indenture).
The Notes are senior unsecured obligations of Globe Life and rank equally with all of Globe Life’s other senior unsecured indebtedness from time-to-time outstanding. The Notes effectively rank junior to the current and future liabilities of Globe Life’s subsidiaries.
The
Notes will bear interest at the rate of 2.150% per year. Interest on the Notes will accrue from and including August 21, 2020, and is payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2021. The Notes will mature on August 15, 2030.
The Notes are subject to optional redemption. At any time and from time to time prior to May 15, 2030 (three months prior to the maturity date of the Notes) (the “Par Call Date”), Globe Life may redeem the Notes, in whole or in part, at its option at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest in respect of the Notes to be redeemed that would be due but for the redemption if such Notes matured on the Par Call Date (excluding any portion of such payments of interest accrued and unpaid to, but excluding, the redemption date), discounted to the date of redemption, on a semi-annual basis, at a rate equal to the sum of the Treasury Rate (as defined in the Second Supplemental Indenture) plus 25 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.
At any time and from time to time on or after the Par Call Date, the Notes will be redeemable at Globe Life’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.
The Senior Indenture contains customary events of default. If an event of default exists under the Senior Indenture, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all of the Notes, together with accrued interest, if any, to be immediately due and payable.
The foregoing summary of the terms of the Senior Indenture, the Second Supplemental
Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Senior Indenture, a copy of which is filed as Exhibit 4.1 to the Registration Statement; (ii) the Second Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to the Current Report on Form 8-K filed by Globe Life on August 21, 2020; and (iii) the form of the Notes, a copy of which is included in Exhibit 4.2 to the Current Report on Form 8-K filed by Globe Life on August 21, 2020, which are incorporated herein by reference.
Item 8.01 Other Events
The information set forth under Item 1.01 is incorporated into this Item 8.01 by reference.
In connection with the Notes Offering, Globe Life entered into an Underwriting Agreement dated August 31, 2020 (the “Underwriting Agreement”)
with BofA Securities Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named on Schedule A thereto.
The Underwriting Agreement includes customary representations, warranties and covenants by Globe Life. The Underwriting Agreement also provides for customary indemnification by each of Globe Life and the underwriters named therein against certain liabilities arising out of or in connection with the sale of the Notes. The foregoing summary of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Underwriting Agreement, included as Exhibit 1.1 hereto, which is incorporated herein by reference.
Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5.1).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
