8-KMaterial AgreementsExhibits & Filings

HARTFORD INSURANCE GROUP, INC. 8-K Report, Material Agreement (Aug 11, 2006)

Filed August 11, 2006For Securities:HIGHIG-PG

Summary

The Hartford Financial Services Group, Inc. (HIG) filed an 8-K on August 11, 2006, detailing a material definitive agreement related to its 4.1% senior notes due November 16, 2008. The company entered into an Initial Remarketing Agreement with Merrill Lynch and Morgan Stanley as remarketing agents. This agreement facilitates the remarketing and interest rate reset of these senior notes, which were originally part of equity units issued in September 2002. The primary purpose of this agreement is to remarket the senior notes at a price approximately 100.50% of a specified Treasury portfolio purchase price. The remarketing agents will earn a fee based on this price, and importantly, The Hartford will not receive any proceeds from this remarketing. The filing also includes standard provisions such as representations, warranties, covenants, and indemnification clauses for the remarketing agents.

Key Highlights

  • 1Entry into an Initial Remarketing Agreement for 4.1% senior notes due November 16, 2008.
  • 2Remarketing agents appointed: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated.
  • 3Agreement facilitates the remarketing and interest rate reset of senior notes originally part of equity units.
  • 4Remarketing price expected to be approximately 100.50% of a specified U.S. Treasury securities portfolio price.
  • 5The Hartford will not receive any proceeds from the remarketing of these senior notes.
  • 6Remarketing agents are entitled to a remarketing fee based on the Treasury Portfolio Purchase Price.
  • 7Standard representations, warranties, covenants, and indemnification for remarketing agents are included.

Frequently Asked Questions

The main purpose of the Initial Remarketing Agreement is to facilitate the remarketing and reset the interest rate on The Hartford's 4.1% senior notes due November 16, 2008. These notes were originally issued as part of equity units and the remarketing is a required term of those equity units.

No, The Hartford will not receive any proceeds from the remarketing of these senior notes. The remarketing agents will earn a fee for their services.

The remarketing agents are Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated. Their role is to use reasonable efforts to remarket the senior notes at a specified price and to earn a remarketing fee for these services.

The agreement includes customary representations, warranties, and covenants from The Hartford. Additionally, the company has agreed to indemnify the remarketing agents against certain liabilities, which could represent a contingent financial exposure.