8-KOther EventsExhibits & Filings

TRAVELERS COMPANIES, INC. 8-K Report, Corporate Update (Mar 12, 2007)

Filed March 12, 2007For Securities:TRV

Summary

The Travelers Companies, Inc. (TRV) filed an 8-K on March 12, 2007, to report the completion of a significant debt offering. The company successfully sold $1 billion in 6.25% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067. This issuance was facilitated through an automatic shelf registration statement previously filed and amended. The primary purpose of this filing is to disclose the terms and agreements related to this substantial debt issuance. Key documents being filed include the Underwriting Agreement, the First Supplemental Indenture governing the debentures, and the form of the Notes themselves. Additionally, a Replacement Capital Covenant (RCC) was entered into, placing restrictions on the repayment or redemption of these debentures before March 15, 2047, unless specific replacement capital conditions are met. This action signals a move by Travelers to strengthen its capital structure and potentially fund future growth or operations.

Key Highlights

  • 1Travelers Companies, Inc. completed the sale of $1,000,000,000 in junior subordinated debentures.
  • 2The debentures carry a 6.25% fixed interest rate initially, transitioning to a floating rate, with a maturity date in 2067.
  • 3The offering utilized an existing automatic shelf registration statement filed in December 2005 and amended in March 2007.
  • 4Key agreements filed include the Underwriting Agreement with major investment banks (Citigroup, J.P. Morgan, Lehman Brothers) and the First Supplemental Indenture with The Bank of New York Trust Company, N.A. as trustee.
  • 5A Replacement Capital Covenant (RCC) was established, restricting early redemption of these debentures until March 15, 2047, subject to certain conditions.
  • 6The filing includes a tax opinion from Simpson Thacher & Bartlett LLP regarding the issuance.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the completion of The Travelers Companies, Inc.'s offering of $1 billion in junior subordinated debentures and to file the material agreements and documents associated with this debt issuance.

The debentures are $1 billion in aggregate principal amount, bearing a 6.25% fixed interest rate that will convert to a floating rate. They mature in 2067, and are classified as junior subordinated debt.

The RCC is a significant agreement that restricts Travelers from repaying, redeeming, or purchasing these specific debentures before March 15, 2047. This restriction can only be lifted if Travelers issues a specified amount of replacement capital securities under the terms outlined in the covenant, ensuring a certain level of capital support remains in place.

Key parties involved include Travelers as the issuer, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Lehman Brothers Inc. as the representatives of the underwriters. The Bank of New York Trust Company, N.A. serves as the trustee for the debentures.