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| HIG > SEC Filings for HIG > Form 8-K on 19-Apr-2012 | All Recent SEC Filings |
19-Apr-2012
Termination of a Material Definitive Agreement
On April 17, 2012, The Hartford Financial Services Group, Inc. (the "Company") completed its previously announced repurchase under a Warrant and Debentures Purchase Agreement, dated as of March 30, 2012, between the Company and Allianz SE (together with certain of its affiliates, "Allianz") (the "Purchase Agreement") of all its outstanding 10% fixed-to-floating rate junior subordinated debentures due 2068 with a $1.75 billion aggregate principal amount held by Allianz (the "10% Debentures") for $2.075 billion (plus a payment by the Company of unpaid interest on the 10% Debentures and a payment by the Company of $50 million in connection with the conferral of certain rights relating to the 10% Debenture repurchase) and the repurchase of the outstanding Series B warrant and the outstanding Series C warrant (collectively, the "Warrants") held by Allianz to purchase, subject to certain conditions, 69,351,806 shares of the Company's common stock at a current exercise price of $25.23 per share, subject to certain anti-dilution adjustments, for $300 million. All of the 10% Debentures have been delivered to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), for cancellation and no 10% Debentures remain outstanding under the Junior Subordinated Indenture, dated as of June 6, 2008 (the "Base Indenture"), as amended by the Second Supplemental Indenture, dated as of October 17, 2008, between the Company and the Trustee (the "Second Supplemental Indenture" and together with the Base Indenture, the "Indenture"). Upon cancellation of the 10% Debentures by the Trustee, the Indenture was satisfied and discharged with respect to the 10% Debentures as of April 19, 2012.
The foregoing description of the Base Indenture is qualified in its entirety by reference to the Base Indenture, which is filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 6, 2008.
The foregoing description of the Second Supplemental Indenture is qualified in its entirety by reference to the Second Supplemental Indenture, which is filed as Exhibit 4.1 to the Company's Current Report on Form 8-K/A dated October 17, 2008.
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