8-KMaterial AgreementsRegulation FDExhibits & Filings

ALLSTATE CORP 8-K Report, Material Agreement (Nov 28, 2016)

Filed November 28, 2016For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

On November 28, 2016, The Allstate Corporation (ALL) announced a significant strategic move through its wholly-owned subsidiary, Allstate Non-Insurance Holdings, Inc. (ANIHI), entering into a definitive agreement to acquire SquareTrade Holding Company, Inc. for approximately $1.4 billion in cash. This acquisition marks Allstate's expansion into the extended warranty and protection plan market, a sector that complements its existing insurance offerings and provides access to a growing consumer segment. The transaction is anticipated to close in January 2017, subject to customary closing conditions, including regulatory approvals such as the Hart-Scott-Rodino Act and the UK's Financial Conduct Authority, as well as employee retention and the absence of material adverse effects on SquareTrade. Allstate plans to finance the acquisition through a combination of corporate cash and debt issuance, contingent upon favorable market conditions. The company also announced a teleconference and webcast on November 29, 2016, to discuss the acquisition with investors.

Key Highlights

  • 1Allstate to acquire SquareTrade for approximately $1.4 billion in cash.
  • 2Acquisition by wholly-owned subsidiary Allstate Non-Insurance Holdings, Inc.
  • 3SquareTrade operates in the extended warranty and protection plan market.
  • 4Transaction is expected to close in January 2017.
  • 5Financing will be through a combination of corporate cash and debt issuance.
  • 6Closing is subject to regulatory approvals (HSR Act, UK FCA) and other customary conditions.
  • 7Allstate scheduled an investor webcast to discuss the acquisition.

Frequently Asked Questions

This 8-K filing announces that Allstate Corporation, through its subsidiary, has entered into a material definitive agreement to acquire SquareTrade Holding Company, Inc. for approximately $1.4 billion.

SquareTrade is a company specializing in extended warranties and protection plans. Allstate is acquiring SquareTrade to expand its business into this market, which complements its existing insurance products and offers access to a new customer base.

Allstate intends to finance the acquisition using a combination of its corporate cash on hand and debt issuance, depending on market conditions at the time of closing.

The closing is subject to several conditions, including the expiration or termination of waiting periods under antitrust laws like the Hart-Scott-Rodino Act, notification from the UK's Financial Conduct Authority, retention of key SquareTrade employees, and the absence of any material adverse effect on SquareTrade.