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ALL > SEC Filings for ALL > Form 8-K on 8-Aug-2013All Recent SEC Filings

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Form 8-K for ALLSTATE CORP


8-Aug-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On August 5, 2013, The Allstate Corporation (the "Registrant") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named therein, with respect to the offer and sale by the Registrant of $800,000,000 aggregate principal amount of its Series B 5.750% Fixed-to-Floating Rate Subordinated Debentures due 2053 (the "Debentures"). The Debentures sold pursuant to the Underwriting Agreement were registered under the Registrant's registration statement on Form S-3 (File No. 333-181059).

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the terms of such agreement, which is filed hereto as Exhibit 1.1, and incorporated herein by reference.

The Debentures were issued pursuant to an Indenture, dated as of November 25, 1996, between the Registrant and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the "Trustee"), as amended by the Third Supplemental Indenture, dated as of July 23, 1999, and the Fourth Supplemental Indenture, dated as of June 12, 2000, and as supplemented by the Eighth Supplemental Indenture, dated as of August 8, 2013 (the "Eighth Supplemental Indenture").

The foregoing descriptions of the Eighth Supplemental Indenture and the Debentures are qualified in their entirety by reference to the terms of such documents, which are filed hereto as Exhibits 4.4 and 4.5, respectively, and incorporated herein by reference.

On August 8, 2013, Willkie Farr & Gallagher LLP, counsel to the Registrant, issued (i) an opinion and consent (attached hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference) as to the validity of the Debentures and (ii) an opinion and consent (attached hereto as Exhibits 8.1 and 23.2, respectively, and incorporated herein by reference) regarding certain U.S. Federal income tax matters in connection with the Debentures.



Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

1.1 Underwriting Agreement, dated as of August 5, 2013, among the Registrant and J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named therein.

4.1 Subordinated Indenture, dated as of November 25, 1996, between the Registrant and the Trustee (attached as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed December 9, 1996, and incorporated herein by reference).

4.2 Third Supplemental Indenture, dated as of July 23, 1999, between the Registrant and the Trustee (attached as Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed November 23, 1999, and incorporated herein by reference).

4.3 Fourth Supplemental Indenture, dated as of June 12, 2000, between the Registrant and the Trustee (attached as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed June 14, 2000, and incorporated herein by reference).

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4.4 Eighth Supplemental Indenture, dated as of August 8, 2013, between the Registrant and the Trustee.

4.5 Form of the Security Certificates representing the Debentures (included as Exhibit A to Exhibit 4.4 above).

5.1 Opinion of Willkie Farr & Gallagher LLP regarding the validity of the Debentures.

8.1 Tax Opinion of Willkie Farr & Gallagher LLP.

12.1 Computation of Earnings to Fixed Charges Ratio.

23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).

23.2 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1 above).

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