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AMP > SEC Filings for AMP > Form 8-K on 13-Nov-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and Exh

Item 1.01 Entry Into a Material Definitive Agreement

On November 13, 2013, Ameriprise Financial, Inc. (the "Company") issued $150,000,000 principal amount of 4.00% Senior Notes due 2023 (the "Notes"). The Notes were issued in the form filed as Exhibit 4.1 hereto and were sold pursuant to the Underwriting Agreement (the "Underwriting Agreement") which the Company entered into on November 7, 2013 with Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"). The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Notes sold pursuant to the Underwriting Agreement will be governed by the terms of an Indenture, dated as of May 5, 2006, entered into with U.S. Bank National Association, as trustee. The Notes will be senior unsecured obligations of the Company and will rank prior to all of the Company's subordinated indebtedness and on an equal basis with all of the Company's other senior unsecured indebtedness. Interest on the Notes will accrue at a rate of 4.00% per annum and will be payable semi-annually in arrears on each April 15 and October 15, commencing April 15, 2014. The Company may, at any time and from time to time, redeem the Notes, in whole or in part at its option, on not less than 30 nor more than 60 days' prior notice mailed to the holders of the Notes. The Notes will be redeemable at a redemption price, plus accrued and unpaid interest to the date of redemption, equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due after the related redemption date but for such redemption (except that, if such redemption date is not an interest payment date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury rate plus 20 basis points. Delivery of the Notes in book-entry form only through the facilities of The Depository Trust Company was made on November 13, 2013. A copy of the form of the Notes is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

The purpose of this Current Report is to disclose the entry into the Underwriting Agreement and to file with the Commission the following documents relating to the Notes: (i) the form of the Notes, (ii) the opinion of John C. Junek, Esq. and (iii) the computation of ratio of earnings. The following exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-181005) filed by the Company with the Commission.

(d)                 Exhibits

1.1      Underwriting Agreement, dated November 7, 2013, among the Company and
         Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan
         Securities LLC and Wells Fargo Securities, LLC, as representatives of
         the several underwriters.

4.1      Form of 4.00% Senior Note due 2023.

5.1      Opinion of John C. Junek, Esq.

12.1     Computation of Ratio of Earnings.

23.1     Consent of John C. Junek, Esq. (included as part of Exhibit 5.1).

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