Globe Life Inc.
08/26/2024 | Press release | Distributed by Public on 08/26/2024 14:36
Material Agreement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement
On August 23, 2024, Globe Life Inc. ("Globe Life") completed the issuance and sale of $450,000,000 aggregate principal amount of Globe Life's 5.850% Senior Notes due 2034 (the "Notes"), at a price to the public of 99.799% (the "Notes Offering"). In connection with the Notes Offering, Globe Life entered into an Underwriting Agreement dated August 20, 2024 (the "Underwriting Agreement") with BofA Securities, Inc., Regions Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named in 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.
The estimated net proceeds to Globe Life from the Notes Offering is $444.6 million, after deducting the underwriting discount and estimated offering expenses payable by Globe Life. Globe Life intends to use the net proceeds for general corporate purposes, which may include open market purchases of shares of its common stock under its share repurchase program, additional capital investments in its insurance subsidiaries, additional holding company liquidity and repayment of a portion of its 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. 333-280641), as supplemented by a prospectus supplement in preliminary form dated August 20, 2024 and in final form dated August 20, 2024.
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 a Fourth Supplemental Indenture (the "Fourth Supplemental Indenture"), dated as of August 23, 2024, between Globe Life and Regions Bank, as trustee.
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 rank effectively junior in right of payment to any secured indebtedness of Globe Life to the extent of the value of the assets securing such indebtedness and structurally junior to the current and future liabilities of Globe Life's subsidiaries.
The Notes will bear interest at the rate of 5.850% per year. Interest on the Notes will accrue from and including August 23, 2024, and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2025.
The Notes will mature on September 15, 2034. However, prior to June 15, 2034 (three months prior to their maturity date) (the "Par Call Date"), Globe Life may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus 35 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, Globe Life may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon 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 Fourth 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, filed as Exhibit 4.1 to Globe Life's shelf registration statement on Form S-3 (File No. 333-227501); (ii) the Fourth Supplemental Indenture, filed herewith as Exhibit 4.2; and (iii) the form of the Notes, filed herewith as Exhibit 4.3, each of which are incorporated herein by reference.