8-KShareholder MattersExhibits & Filings

PROGRESSIVE CORP/OH/ 8-K Report, Rights Modification (Sep 7, 2011)

Filed September 7, 2011For Securities:PGR

Summary

This Form 8-K filing from The Progressive Corporation (PGR) on September 7, 2011, primarily concerns a modification to its outstanding debt. Specifically, the company, along with The Bank of New York Mellon Trust Company, N.A. as trustee, entered into a Second Supplemental Indenture. This amendment surrenders the company's right to defer interest payments on its 6.70% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067. This action is significant for investors holding these specific debentures as it removes the company's option to postpone interest payments. The amendment was made without requiring the consent of debenture holders, as allowed by the terms of the original indenture. Investors should note that this change impacts the predictability of interest income from these particular debentures.

Key Highlights

  • 1Progressive Corporation filed an 8-K on September 7, 2011, detailing a debt modification.
  • 2The company entered into a Second Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. (Trustee).
  • 3The core of the filing is the surrender of Progressive's right to defer interest payments on its 6.70% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067.
  • 4This amendment removes a previously available option for the company to postpone interest payments on these specific debentures.
  • 5The modification was executed under Section 8.1 of the Base Indenture and Section 7.01 of the First Supplemental Indenture.
  • 6The indenture allows for amendments to surrender company rights without debenture holder consent.
  • 7Exhibit 4 includes the full text of the Second Supplemental Indenture.

Frequently Asked Questions

The main purpose of this 8-K filing is to report a material modification to the rights of security holders. Specifically, The Progressive Corporation has surrendered its right to defer interest payments on its 6.70% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067.

The debt instrument affected is The Progressive Corporation's 6.70% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067.

No, the Second Supplemental Indenture was entered into by the company and the Trustee without the consent of any holder of the Debentures, as permitted by the terms of the original indenture.

It means that the company can no longer choose to postpone making interest payments on these specific debentures, as it previously could under the terms of the indenture. Interest payments are now expected to be made as scheduled without the option for deferral.