UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 8, 2022, the Company issued $750 million aggregate principal amount of its senior unsecured notes, consisting of:
| · | $400 million aggregate principal amount of 5.170% Senior Notes due June 8, 2027 (the “2027 Notes”) and |
| · | $350 million aggregate principal amount of 5.670% Senior Notes due June 8, 2032 (the “2032 Notes” and, together with the 2027 Notes, the “Senior Notes”). |
The Senior Notes were issued pursuant to the Company’s Indenture dated as of November 23, 2021, with The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by two supplemental indentures (the “Supplemental Indentures”) providing for the terms of the 2027 Notes and the 2032 Notes. The Senior Notes were sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-262359). See our Current Report on Form 8-K dated June 2, 2022, for a description of the Senior Notes and the Indenture, which description is incorporated into this report by this reference.
On June 8, 2022, the net proceeds of the Senior Notes, together with cash on hand, were used to repay the Company’s $750 million aggregate principal amount term loan due February 2023.
A copy of the Indenture is attached to this report as Exhibit 4.1 and is incorporated in this report by reference. Copies of the Supplemental Indentures, which set forth the terms of the Senior Notes, are attached to this report as Exhibits 4.2 (2027 Notes) and 4.3 (2032 Notes) and are incorporated in this report by reference.
In connection with the issuance of the Senior Notes, Sidley Austin LLP provided the Company with the legal opinion attached to this report as Exhibit 5.1.
As previously reported, certain Underwriters or their affiliates are lenders under the Company’s credit facilities and, as such, received net proceeds from the offering of the Senior Notes in connection with the repayment of the Company’s term loan due February 2023. In addition, in connection with the credit agreement that governs the Company’s term loans, Citibank, N.A., an affiliate of Citigroup Global Markets Inc., acts as administrative agent and, (i) together with Morgan Stanley Senior Funding, Inc., BofA Securities, Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, acted as joint lead arrangers and bookrunners, and (ii) Morgan Stanley Senior Funding, Inc. acted as a syndication agent. In connection with the Company’s revolving credit facility, Citibank, N.A., an affiliate of Citigroup Global Markets Inc., acts as administrative agent and, together with Morgan Stanley Senior Funding, Inc., BofA Securities, Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, acted as joint lead arrangers.
Certain Underwriters or their affiliates have engaged in, and may in the future engage in, other commercial and investment banking and commercial dealings in the ordinary course of business with the Company and its affiliates. The Underwriters and their affiliates have received, or may in the future receive, customary fees and commissions for these transactions.
Esta Stecher, the Chair of Goldman Sachs Bank USA and a board member of several banking and investment banking subsidiaries of The Goldman Sachs Group, Inc., is a director of the Company. Goldman Sachs & Co. LLC, one of the Underwriters, is an affiliate of both Goldman Sachs Bank USA and The Goldman Sachs Group, Inc.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 4.2 | Fourth Supplemental Indenture dated as of June 8, 2022, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2027 Notes. |
| 4.3 | Fifth Supplemental Indenture dated as of June 8, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2032 Notes. |
| 5.1 | Opinion of Sidley Austin LLP. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document) |
Note Regarding Forward-Looking Statements
This report may contain certain statements, other than those relating to historical facts, that constitute “forward-looking statements.” Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance, are subject to a number of assumptions, and are inherently susceptible to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Reference is made to our annual report on Form 10-K for the year ended December 31, 2021 and our other filings with the U.S. Securities and Exchange Commission for a discussion of risks and uncertainties that we face and could affect our forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions. There can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. Any forward-looking statements reflect our views and assumptions as of the date of this report and we disclaim any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
SIGNATURE
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.
| JACKSON FINANCIAL INC. | ||
| Date: June 8, 2022 | By: | /s/ Marcia Wadsten |
| Name: | Marcia Wadsten | |
| Title: | Executive Vice President and Chief Financial Officer | |