8-KShareholder MattersOther EventsExhibits & Filings

HARTFORD INSURANCE GROUP, INC. 8-K Report, Rights Modification (Nov 6, 2018)

Filed November 6, 2018For Securities:HIGHIG-PG

Summary

The Hartford Financial Services Group, Inc. (HIG) filed an 8-K on November 6, 2018, to report on the issuance and sale of 13,800,000 depositary shares. Each depositary share represents a 1/1,000th interest in a share of the Company's 6.000% Non-Cumulative Preferred Stock, Series G. This issuance also involved the exercise of an over-allotment option for an additional 1,800,000 depositary shares. The primary implication for investors from this filing is the modification to the rights of existing security holders, specifically common stockholders. The terms of the Series G Preferred Stock impose restrictions on the Company's ability to declare or pay dividends on, or repurchase, common stock or any junior or parity securities if dividends on the Series G Preferred Stock are not paid for the preceding dividend period. This structure prioritizes preferred dividend payments over common stock distributions.

Key Highlights

  • 1The Hartford Financial Services Group, Inc. issued 13,800,000 depositary shares, each representing a 1/1,000th interest in Series G Preferred Stock.
  • 2The Series G Preferred Stock carries a 6.000% non-cumulative dividend rate.
  • 3An over-allotment option was exercised, resulting in the sale of an additional 1,800,000 depositary shares.
  • 4The issuance of Series G Preferred Stock introduces restrictions on common stock dividends and repurchases if preferred dividends are not met.
  • 5A deposit agreement was entered into with Computershare Inc. and Computershare Trust Company, N.A. as depositary.
  • 6The filing incorporates by reference details from a previous 8-K filed on November 5, 2018, which provides further information on the Series G Preferred Stock and the offering.

Frequently Asked Questions

The issuance of Series G Preferred Stock places restrictions on The Hartford's ability to pay dividends on or repurchase its common stock if it fails to pay dividends on the Series G Preferred Stock for the preceding dividend period. This means common shareholders' ability to receive dividends or benefit from share buybacks could be impacted if the company prioritizes preferred dividend payments.

The Series G Preferred Stock has a liquidation preference of $25,000 per share, a par value of $0.01, and a 6.000% non-cumulative dividend rate. The depositary shares represent fractional interests in this preferred stock.

The company issued a total of 13,800,000 depositary shares, which includes the exercise of an over-allotment option for an additional 1,800,000 shares.

More detailed information regarding the Series G Preferred Stock, the depositary shares, and the related offering can be found in The Hartford's Current Report on Form 8-K filed on November 5, 2018, and the exhibits referenced in the November 6, 2018 filing, such as the Certificate of Designations and the Deposit Agreement.