Corebridge Financial Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Other Events, Financial Statements and Exhibits

Delaware	001-41504	95-4715639
(State or Other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

2919 Allen Parkway, Woodson Tower,
Houston, Texas		77019
(Address of Principal Executive Offices)		(Zip Code)

☐	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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CRBG		New York Stock Exchange

 

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

On December 9, 2024 (the “Closing Date”), Nippon Life Insurance company, a mutual company (sougogaisha) organized under the laws of Japan (“Nippon”), in accordance with the stock purchase agreement (the “Purchase Agreement”), dated as of May 16, 2024, by and among Corebridge Financial, Inc., a Delaware corporation (the “Company”), American International Group, Inc., a Delaware corporation (“AIG”) and Nippon, completed its purchase of 121,956,256 shares (the “Purchased Stock”) of common stock of the Company (the “Common Stock”) beneficially owned by AIG, for aggregate consideration of approximately $3.8 billion in cash (the “Transaction”). As of December 9, 2024, the Purchased Stock represented 21.6% of the outstanding Common Stock. Following consummation of the Transaction, AIG will continue to own 22.5% of the outstanding Common Stock.

 

On the Closing Date, in connection with the Transaction and pursuant to the Purchase Agreement, the Company entered into a stockholder’s agreement (the “Stockholder’s Agreement”) by and between the Company and Nippon.  The Stockholder’s Agreement provides for, among other things, the grant to Nippon of certain board, board observer and committee designation rights and a standstill restriction on Nippon. The description of the Stockholder's Agreement in this report is qualified in its entirety by reference to the full text of the Stockholder's Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

 

 Registration Rights. On the Closing Date, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Nippon and AIG, whereby AIG assigned its rights and interests in, and delegated its obligations under, the Registration Rights Agreement (the “AIG RRA”), dated as of September 14, 2022, by and between the Company and AIG, to Nippon with respect to the Purchased Stock. Under the AIG RRA, Nippon will have certain “demand” and “piggyback” registration rights. The descriptions of the Registration Rights Agreement and the AIG RRA in this report are qualified in their entirety by reference to the full texts of the Registration Rights Agreement and the AIG RRA, which are attached as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

 

Effective as of the close of the Transaction, Peter Zaffino, Sabra Purtill,  Mia Tarpey and Jonathan Gray resigned from the Board and the Board reduced the number of directors serving on the Board from thirteen to eleven. Gilles Dellaert, age 46, was elected to the Board, effective immediately. Mr. Dellaert was elected pursuant to the Stockholder’s  Agreement, dated as of November 2, 2021, among Blackstone Inc. (“Blackstone”), AIG and the Company and will succeed Mr. Gray as the Board’s Blackstone designee. Alan Colberg, who has served on the Board since September 2022 as an independent director, will succeed Mr. Zaffino as chair of the Board.

 

The Board also elected Minoru Kimura, age 57, a Nippon Designee, to the Board, effective immediately. Mr. Kimura serves as a member of the Board pursuant to the Stockholder’s Agreement pursuant to which Nippon has the right to designate members of the Board. Pursuant to the Stockholder's Agreement, Mr. Kimura will not be compensated by the Company for service on the Board of the Company. The Board has appointed Mr. Kimura to the Compensation and Management Development Committee of the Board and the Nominating and Corporate Governance Committee of the Board, effective immediately.

 

On December 10, 2024, the Company issued a press release announcing that Mr. Kimura and Mr. Dellaert have been elected to the Board, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.

 

 

(d) Exhibits.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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