What is the primary purpose of this 8-K filing?

This 8-K filing primarily reports on The Hartford's entry into a material definitive agreement for the issuance and sale of depositary shares representing interests in its Series G Preferred Stock. It also details the terms of the underwriting and pricing agreements for this offering.

What are the key terms of the Series G Preferred Stock offering?

The offering involves 13,800,000 depositary shares at a public offering price of $25.00 per share. Each depositary share represents a 1/1,000th interest in a share of the 6.000% Non-Cumulative Preferred Stock, Series G. The preferred stock has a liquidation preference of $25,000 per share and carries a 6.000% annual dividend rate.

How does the issuance of Series G Preferred Stock affect common stockholders?

The issuance of Series G Preferred Stock subjects The Hartford to restrictions on its ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire shares of its common stock, or any future shares that rank junior to or on parity with the Series G Preferred Stock. These restrictions are triggered if the company fails to declare and pay (or set aside) dividends on the Series G Preferred Stock for the last preceding dividend period.

What are the costs associated with this offering?

The underwriters received an underwriting discount. For shares sold to retail investors, the discount was $0.7875 per depositary share, while for shares sold to institutional investors, the discount was $0.50 per depositary share. The total number of shares sold to retail investors was 11,380,200, and to institutional investors was 2,419,800.

HIG 8-K: Material Agreements, Shareholder Matters & More

Summary

The Hartford Financial Services Group, Inc. (HIG) filed an 8-K on November 5, 2018, to report on the entry into a material definitive agreement concerning a significant equity offering. Specifically, the company entered into a Pricing Agreement and Underwriting Agreement for the sale of 12,000,000 depositary shares, representing interests in its 6.000% Non-Cumulative Preferred Stock, Series G. The company also exercised an over-allotment option, increasing the total offering to 13,800,000 depositary shares, with an expected closing on November 6, 2018. This offering involves preferred stock, which has specific dividend and liquidation preferences. The issuance of this Series G Preferred Stock introduces certain restrictions on the company's ability to pay dividends on or repurchase common stock or other junior/parity securities if dividends on the Series G Preferred Stock are not declared and paid for the preceding dividend period. Investors should note the public offering price of $25.00 per depositary share and the associated underwriting discounts, which varied for retail and institutional investors.

Key Highlights

1The Hartford Financial Services Group, Inc. (HIG) issued 13,800,000 depositary shares in an underwritten offering, increasing its equity capital.
2The offering consists of 6.000% Non-Cumulative Preferred Stock, Series G, with a liquidation preference of $25,000 per share, represented by depositary shares.
3The public offering price for the depositary shares was $25.00 per share.
4The company exercised an over-allotment option, increasing the initial offering size to cover additional demand.
5The issuance of Series G Preferred Stock introduces dividend restrictions on the company's common stock and parity/junior securities if preferred dividends are not met.
6The underwriting agreement includes customary representations, warranties, covenants, and indemnification provisions.
7The closing for the offering was scheduled for November 6, 2018.

HARTFORD INSURANCE GROUP, INC. 8-K Report, Material Agreement (Nov 5, 2018)

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