Unum Group
For the period ended Jun 10, 2024. Filed Jun 10, 2024.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jun 10, 2024 · Filed Jun 10, 2024
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.10 par value | UNM | New York Stock Exchange |
| 6.250% Junior Subordinated Notes due 2058 | UNMA | 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).
| ☐ | 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 8.01 Other Events.
On June 10, 2024, Unum Group, a Delaware corporation (the "Company"), announced that it had completed an offering of $400,000,000 aggregate principal amount of 6.000% Senior Notes due 2054 (the "Notes").
The Notes were offered and sold pursuant to an Underwriting Agreement, dated June 5, 2024 (the "Underwriting Agreement"), and issued by the Company under an Indenture, dated as of August 23, 2012, as amended by the First Supplemental Indenture, dated as of August 20, 2020. Copies of the Underwriting Agreement, the form of the Notes, the opinion of Sullivan & Cromwell LLP, special counsel to the Company, relating to the validity of the Notes, and a news release concerning the offering of the Notes are attached hereto as Exhibits 1.1, 4.1, 5.1 and 99.1, respectively.
The Notes were offered and sold under the Company's effective registration statement on Form S-3 (File No. 333-271511) filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company has filed with the SEC a prospectus supplement, dated June 5, 2024, together with the accompanying base prospectus, dated April 28, 2023, relating to the offer and sale of the Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement dated June 5, 2024, with respect to the Notes, between Unum Group and the several underwriters named in Schedule II thereto. |
| 4.1 | Form of 6.000% Senior Notes due 2054. |
| 5.1 | Opinion of Sullivan & Cromwell LLP, dated June 10, 2024, as to the validity of the Notes. |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). |
| 99.1 | News release of Unum Group dated June 10, 2024, concerning the offering of the Notes. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.