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Unum Group – ‘8-K’ for 3/31/21

On:  Monday, 4/5/21, at 4:59pm ET   ·   For:  3/31/21   ·   Accession #:  5513-21-84   ·   File #:  1-11294

Previous ‘8-K’:  ‘8-K’ on 3/17/21 for 3/16/21   ·   Next & Latest:  ‘8-K’ on / for 5/5/21   ·   1 Reference:  By:  Unum Group – ‘10-Q’ on 5/6/21 for 3/31/21

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  As Of               Filer                 Filing    For·On·As Docs:Size

 4/05/21  Unum Group                        8-K:1,9     3/31/21   15:2M

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     34K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    271K 
                Liquidation or Succession                                        
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML    273K 
                Liquidation or Succession                                        
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML    275K 
                Liquidation or Succession                                        
11: R1          Document and Entity Information                     HTML     52K 
13: XML         IDEA XML File -- Filing Summary                      XML     14K 
10: XML         XBRL Instance -- unm-20210331_htm                    XML     28K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 6: EX-101.CAL  XBRL Calculations -- unm-20210331_cal                XML      8K 
 7: EX-101.DEF  XBRL Definitions -- unm-20210331_def                 XML     45K 
 8: EX-101.LAB  XBRL Labels -- unm-20210331_lab                      XML     92K 
 9: EX-101.PRE  XBRL Presentations -- unm-20210331_pre               XML     45K 
 5: EX-101.SCH  XBRL Schema -- unm-20210331                          XSD     14K 
14: JSON        XBRL Instance as JSON Data -- MetaLinks               15±    23K 
15: ZIP         XBRL Zipped Folder -- 0000005513-21-000084-xbrl      Zip    178K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:  C: 
 i 0000005513 i false00000055132021-03-312021-03-310000005513us-gaap:CommonClassAMemberexch:XNYS2021-03-312021-03-310000005513exch:XNYSunm:A6.250JuniorSubordinatedNotesdue2058Member2021-03-312021-03-31

Washington, D.C. 20549

FORM  i 8-K

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 March 31, 2021

(Exact name of registrant as specified in its charter)
 i Delaware
 i 62-1598430
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

 i 1 Fountain Square
 i Chattanooga,  i Tennessee  i 37402
(Address of principal executive offices) (Zip Code)

( i 423)  i 294-1011
(Registrant's telephone number, including area code)

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, $0.10 par value  i UNM  i New York Stock Exchange
 i 6.250% Junior Subordinated Notes due 2058 i UNMA i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
 i Emerging growth company
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.

As Unum Group (“Unum”) previously reported in its Current Report on Form 8‑K filed on December 17, 2020, Provident Life and Accident Insurance Company, The Paul Revere Life Insurance Company and Unum Life Insurance Company of America (the “Ceding Companies”), Tennessee, Massachusetts and Maine insurance companies, respectively, and wholly owned subsidiaries of Unum, entered into a Master Transaction Agreement, dated December 16, 2020 (the “Master Transaction Agreement”), with Commonwealth Annuity and Life Insurance Company (“Commonwealth”). The Master Transaction Agreement contemplated a transaction (the “Transaction”), to be completed in two phases, pursuant to which Commonwealth would reinsure a substantial portion of the closed block individual disability insurance business issued and assumed by the Ceding Companies (the “Closed IDI Block”). The first phase of the Transaction (the “First Phase”) was completed on December 17, 2020 (the “First Closing Date”), at which time each of the Ceding Companies entered into a reinsurance agreement with Commonwealth (together, the “Reinsurance Agreements”) and collectively ceded to Commonwealth, effective as of July 1, 2020, a substantial portion of the Closed IDI Block, as previously reported on Unum’s Current Report on Form 8‑K filed on December 22, 2020. As part of the First Phase, Provident Life and Casualty Insurance Company (“PLC”), a Tennessee insurance company and wholly owned subsidiary of Unum, agreed to provide a 12-year volatility cover (the “ALR Cover”) to Commonwealth for the active life cohort of the Closed IDI Block ceded to Commonwealth on the First Closing Date.
The second phase of the Transaction (the “Second Phase”) was completed on March 31, 2021 (the “Second Closing Date”), at which time the Ceding Companies and Commonwealth amended and restated their respective Reinsurance Agreements (the “Amended and Restated Reinsurance Agreements”), pursuant to which Commonwealth has agreed to reinsure, effective as of January 1, 2021, a substantial portion of the remaining Closed IDI Block that was not ceded in the First Phase and for which the Ceding Companies received third-party consents, with statutory reserves of approximately $966 million as of December 31, 2020. On the Second Closing Date, Commonwealth paid a ceding commission to the Ceding Companies of approximately $18 million, in the aggregate. Commonwealth also secured its obligations to each Ceding Company for liabilities ceded under the applicable Amended and Restated Reinsurance Agreement on a coinsurance basis by depositing, in a trust account established in connection with the First Phase for the benefit of the Ceding Company, additional assets in an amount that exceeds the liabilities secured. As part of the Second Phase, PLC and Commonwealth amended and restated the ALR Cover to provide volatility coverage for the additional business reinsured pursuant to the Amended and Restated Reinsurance Agreements in exchange for a payment of approximately $18 million from Commonwealth to PLC. At the end of the coverage period, Commonwealth will be responsible for the remaining incidence and claims risk on the portion of the Closed IDI Block ceded to it.
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of (a) the Master Transaction Agreement and (b) the Amended and Restated Reinsurance Agreements. Copies of the Amended and Restated Reinsurance Agreements are filed herewith as Exhibits 2.1, 2.2 and 2.3 and are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded with the Inline XBRL document).


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.
Unum Group
Date: April 5, 2021By:/s/ J. Paul Jullienne
Name:J. Paul Jullienne
Title:Vice President, Managing Counsel, and
Corporate Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:4/5/21
For Period end:3/31/21
 List all Filings 

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/06/21  Unum Group                        10-Q        3/31/21   93:18M
Filing Submission 0000005513-21-000084   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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