8-KOther EventsExhibits & Filings

ALLSTATE CORP 8-K Report, Corporate Update (May 10, 2007)

Filed May 10, 2007For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

Allstate Corporation (ALL) filed a Form 8-K on May 10, 2007, to report the completion of a significant public offering. The company successfully raised $1 billion through the issuance of two series of junior subordinated debentures: $500 million in Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 and $500 million in Series B 6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067. These offerings were conducted under an underwriting agreement with Goldman, Sachs & Co. and J.P. Morgan Securities Inc. The filing also details the execution of replacement capital covenants for both Series A and Series B Debentures, which place certain restrictions on the repayment, redemption, or purchase of these debentures to benefit holders of senior-ranking long-term indebtedness. The company has also filed legal opinions from special counsel regarding the validity and tax implications of these debentures.

Key Highlights

  • 1Completion of a $1 billion public offering of junior subordinated debentures.
  • 2Issuance of $500 million in Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067.
  • 3Issuance of $500 million in Series B 6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067.
  • 4Underwriting led by Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
  • 5Execution of Series A Replacement Capital Covenant restricting early repayment/redemption before May 15, 2067, unless from replacement capital.
  • 6Execution of Series B Replacement Capital Covenant restricting early repayment/redemption before May 15, 2047, unless from replacement capital.
  • 7Filing includes legal opinions on debenture validity and U.S. Federal income tax matters.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the completion of Allstate Corporation's public offering of $1 billion in aggregate principal amount of Series A and Series B Junior Subordinated Debentures.

Allstate issued $500 million of Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 and $500 million of Series B 6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067.

The Replacement Capital Covenants for Series A and Series B Debentures impose restrictions on when Allstate can repay, redeem, or purchase these debentures. These covenants are designed to protect holders of certain senior-ranking long-term debt by ensuring that the junior subordinated debentures are not retired prematurely unless specific conditions, such as the issuance of replacement capital securities, are met.

The Series A Debentures have a maturity date of 2067 and carry a fixed-to-floating rate of 6.50%. The Series B Debentures also mature in 2067 and have a fixed-to-floating rate of 6.125%.