Attached files
| file | filename |
|---|---|
| EX-1.1 - UNDERWRITING AGREEMENT - STANCORP FINANCIAL GROUP INC | d392538dex11.htm |
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) August 3, 2012
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| State of Oregon | 1-14925 | 93-1253576 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1100 SW Sixth Avenue, Portland, Oregon | 97204 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(971) 321-7000
(Registrant’s telephone number, including area code)
No Change
(Former name, former address and former fiscal year, 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 - Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 3, 2012, StanCorp Financial Group, Inc. (“StanCorp”) entered into an Underwriting Agreement with the several underwriters named therein, for whom Barclays Capital Inc.; Goldman, Sachs & Co.; and J.P. Morgan Securities LLC act as representatives, for the issuance and sale by StanCorp of $250,000,000 aggregate principal amount of 5.00% Senior Notes due 2022 (“Senior Notes”). The Senior Notes will be issued at a price equal to 99.346% of their principal amount.
The net proceeds from the offering, after deducting the underwriting discount and estimated expenses related to the offering, will be approximately $245,900,000. The net proceeds, together with cash on hand, will be used to repay StanCorp’s $250,000,000 of 6.875% 10-year senior notes due October 1, 2012.
Section 2 - Financial Information
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The descriptions from Item 1.01 are incorporated into this Item 2.03.
Section 9 - Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 | Underwriting Agreement dated August 3, 2012 between StanCorp Financial Group, Inc. and the several underwriters named therein, for whom Barclays Capital Inc.; Goldman, Sachs & Co.; and J.P. Morgan Securities LLC act as representatives. |
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.
| STANCORP FINANCIAL GROUP, INC. | ||||
| Dated: August 8, 2012 | ||||
| /s/ Robert M. Erickson | ||||
| Robert M. Erickson | ||||
| Vice President and Controller | ||||