Summary
This Form 8-K filing by The Hartford Financial Services Group, Inc. (HIG) on June 12, 2009, primarily concerns amendments to a material definitive agreement originally entered into with Allianz SE and Allianz Finance II Luxembourg S.a.r.l. on October 17, 2008. The key amendment involves a modification of terms related to an investment and warrants previously issued. Investors should note that the payment due to Allianz in the event of specified issuances has been reduced to $200 million and its due date extended to October 15, 2009. Furthermore, the term of the warrants, which are exercisable for a significant number of HIG's common stock shares, has been extended from seven to ten years. Amendments to transfer restrictions on these warrants are also detailed, allowing for phased public transfers starting from late 2009 and early 2010, subject to certain conditions and the company's consent. These changes impact the potential dilution and the timing of any future share disposals by Allianz.
Key Highlights
- 1The Hartford amended its Investment Agreement with Allianz SE and Allianz Finance II Luxembourg S.a.r.l., originally dated October 17, 2008.
- 2The potential payment due to Allianz under specific circumstances has been reduced to $200 million.
- 3The payment due date for this amount has been extended to October 15, 2009.
- 4The term of Series B and Series C Warrants issued under the agreement has been extended from seven to ten years.
- 5Transfer restrictions on the warrants have been amended, allowing Allianz to transfer portions of its holdings starting from December 31, 2009.
- 6There are limitations on the number of shares any single transferee can acquire in the initial transfer phases.
- 7All restrictions on warrant transfers will expire after October 17, 2011.