Attached files
| file | filename |
|---|---|
| EX-10.1 - PURCHASE AGREEMENT - CNO Financial Group, Inc. | exhibit101.htm |
| EX-4.2 - 1ST SUPPLEMENTAL INDENTURE - CNO Financial Group, Inc. | exhibit42.htm |
| EX-99.1 - PRESS RELEASE - CNO Financial Group, Inc. | exhibit991.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February 3, 2010
CONSECO,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-31792
|
75-3108137
|
|
(State
or Other
Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
11825
North Pennsylvania Street
Carmel,
Indiana 46032
(Address
of Principal Executive Offices) (Zip Code)
(317)
817-6100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since
Last
Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive
Agreement.
The
information set forth in Item 8.01 below is incorporated herein by
reference. In connection with the repurchase of 3.5% Convertible
Debentures due September 30, 2035 (the “Old Debentures”) and the second closing
with respect to the 7.0% Convertible Senior Debentures due 2016 (the “New
Debentures”) described in Item 8.01 below, Conseco, Inc. (the “Company”) entered
into Amendment Number One to the Purchase Agreement and the First Supplemental
Indenture, which are attached hereto as Exhibits 10.1 and 4.2,
respectively.
Item
3.02. Unregistered Sales of Equity
Securities.
Information
regarding the second closing of $64 million of the New Debentures is set forth
in Item 8.01 below and is incorporated herein by reference. Further
information regarding the sales of the New Debentures, which were not registered
under the Securities Act of 1933, as amended, is set forth in Item 1.01 and Item
3.02 of the Company’s Current Report on Form 8-K that was filed with the
Securities and Exchange Commission (the “SEC”) on October 19, 2009, which is
incorporated herein by reference.
Item
8.01. Other Events.
On
February 4, 2010, the Company announced that it had repurchased $64 million
aggregate principal amount of its Old Debentures in a privately-negotiated
transaction. In connection with the repurchase of the Old Debentures,
the Company completed a second closing of $64 million aggregate principal amount
of its New Debentures as part of its previously-announced private offering of
New Debentures. The first closing of $176.5 million of the New
Debentures was completed on November 13, 2009, upon settlement of a tender offer
for the Old Debentures. Further information regarding the New
Debentures is set forth in Item 1.01 of the Company’s Current Report on Form 8-K
that was filed with the SEC on October 19, 2009.
The
purchase price for the $64 million of Old Debentures was equal to 100% of
the aggregate principal amount plus accrued and unpaid interest. As a
result of the repurchase, the Company expects to realize a loss on the
extinguishment of debt of approximately $2 million, representing the write-off
of unamortized discount and issuance costs associated with the Old Debentures
that were repurchased.
The
issuance of the $64 million of New Debentures was made pursuant to the purchase
agreement that the Company entered into in October 2009 relating to the private
offering of up to $293 million of the New Debentures. Conseco
received aggregate net proceeds of approximately $61.4 million in the second
closing of the New Debentures (after taking into account the discounted offering
price less the initial purchaser’s discounts and commissions, but before
expenses). An aggregate of $52.5 million of the Old Debentures remain
outstanding.
In
connection with the repurchase of the Old Debentures and the issuance of the New
Debentures, the Company entered into a First Supplemental Indenture, which
amended the Indenture for the New Debentures, and Amendment Number One to the
Purchase Agreement for the New Debentures, in each case to include
repurchases of the Old Debentures as a type of transaction under which the New
Debentures may be issued or sold, as the case may be.
|
Item
9.01(d).
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Financial
Statements and Exhibits.
|
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4.2
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First
Supplemental Indenture dated as of February 3, 2010 among Conseco, Inc.
and The Bank of New York Mellon Trust Company, N.A., as
trustee.
|
| 10.1 | Amendment Number One to the Purchase Agreement dated as of February 3, 2010 between Conseco, Inc. and Morgan Stanley & Co. Incorporated. |
|
99.1
|
Press
release of Conseco, Inc. dated February 4,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
CONSECO,
INC.
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Date:
February 4, 2010
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By:
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/s/
John R. Kline
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||
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John
R. Kline
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|||
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Senior
Vice President and
Chief
Accounting Officer
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