Kemper Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On March 15, 2022 (the “Effective Date”), Kemper Corporation (“Kemper”) executed a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), by and among Kemper, the lenders and issuing banks from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents. J.P. Morgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC served as joint bookrunners and joint lead arrangers.
The Third Amended and Restated Credit Agreement, a $600 million, five-year revolving credit facility, is an amendment and restatement of Kemper’s existing $300 million, five-year revolving credit facility that was effective June 8, 2018 and set to expire on June 8, 2023 (the “Second Amended and Restated Credit Agreement”). The final maturity date of the revolving credit facility under the Third Amended and Restated Credit Agreement is March 15, 2027.
The Third Amended and Restated Credit Agreement includes an accordion provision under which Kemper may request increases to expand the revolving credit facility by up to an aggregate maximum amount of $200 million during the term of the revolving credit facility. Proceeds under the Third Amended and Restated Credit Agreement can be used for working capital or any other general corporate purposes. On the Effective Date, no borrowings were outstanding under the Second Amended and Restated Credit Agreement or the Third Amended and Restated Credit Agreement.
The Third Amended and Restated Credit Agreement contains representations and warranties, covenants and events of defaults generally consistent with those in the Second Amended and Restated Credit Agreement, with certain revisions to several covenants, and various other provisions, generally resulting in materially more favorable terms to Kemper and its subsidiaries.
Some of the lenders under the Third Amended and Restated Credit Agreement and their respective affiliates have various relationships with Kemper to provide commercial banking, trust services, investment banking, underwriting and other financial services, for which they have and will receive customary fees and expenses.
The foregoing description of the Third Amended and Restated Credit Agreement is a summary and is qualified in its entirety by reference to the complete terms of the Third Amended and Restated Credit Agreement, which is incorporated herein by reference to Exhibit 10.1 of this Report on Form 8-K. Capitalized terms not defined herein shall have the meanings set forth in the Third Amended and Restated Credit Agreement. Representations and warranties made by and between the parties to the Third Amended and Restated Credit Agreement are intended solely for the benefit of the parties thereto; accordingly, investors should not rely upon such representations and warranties.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above under “Item 1.01, Entry into a Material Definitive Agreement” is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Third Amended and Restated Credit Agreement, dated as of March 15, 2022, by and among Kemper Corporation, a Delaware corporation, as the borrower, the lenders and issuing banks from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) | |
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.
Date: March 17, 2022
| By: | /s/ C. Thomas Evans, Jr. | |
| C. Thomas Evans, Jr. | ||
| Executive Vice President, Secretary and General Counsel |
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