UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

September 15, 2014 (September 15, 2014)

Date of Report (Date of earliest event reported)

 

Protective Life Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11339

 

95-2492236

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of principal executive offices and zip code)

 

(205) 268-1000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01                                           Other Events.

 

On September 15, 2014, Protective Life Corporation (the “Company”) called for redemption all $100 million in aggregate principal amount outstanding of its 8.00% Senior Notes due October 15, 2024 (NYSE: PLP) issued on October 9, 2009, CUSIP 743674 509 (the “Senior Notes”).  The Senior Notes will be redeemed on October 15, 2014 at a redemption price of 100% of the outstanding principal amount, plus accrued and unpaid interest to the date of redemption. The Company intends to fund the redemption of the Senior Notes from a draw under its existing revolving credit facility.

 

The redemption of the Senior Notes will be made only by means of a call notice by the trustee to holders of the Senior Notes in accordance with the terms of the indenture under which the Senior Notes were issued.  This Current Report on Form 8-K does not constitute a notice of redemption of the Senior Notes.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)  Exhibits:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by Protective Life Corporation, dated September 15, 2014.

 

2



 

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 thereunto duly authorized.

 

 

PROTECTIVE LIFE CORPORATION

 

 

 

/s/Steven G. Walker

 

Steven G. Walker

 

Senior Vice President, Controller and Chief Accounting Officer

 

 

Dated:      September 15, 2014

 

 

3



Exhibit 99.1

 

 

Protective Life Corporation

 

Post Office Box 2606

 

Birmingham, AL 35202

 

Phone 205 268-1000

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

Protective Life Corporation Announces Notice of Redemption of 8.00% Senior Notes due 2024

 

BIRMINGHAM, Alabama (September 15, 2014) — Protective Life Corporation (NYSE: PL) (“Protective” or the “Company”) today announced that it has issued notice to redeem the entire $100,000,000 outstanding principal amount of the Company’s 8.00% Senior Notes due October 15, 2024 (NYSE: PLP) issued on October 9, 2009, CUSIP 743674 509 (the “Senior Notes”). Holders of the Senior Notes will receive on the redemption date the outstanding principal amount of the Senior Notes plus accrued and unpaid interest to the redemption date. Payment in respect of the redemption of the Senior Notes is expected to be made on October 15, 2014 (the “Redemption Date”).  Protective intends to fund the redemption of the Senior Notes from a draw under its revolving credit facility. The Senior Notes will no longer be outstanding after the Redemption Date, and other than the rights of holders to receive payment of the redemption amount of the Senior Notes, all rights with respect to the Senior Notes will cease to accrue on the Redemption Date.

 

ABOUT PROTECTIVE

 

Protective Life Corporation is headquartered in Birmingham, Alabama. The Company provides financial services through the production, distribution and administration of insurance and investment products throughout the U.S. It has annual revenues of approximately $4.0 billion and as of December 31, 2013 had assets of approximately $68.8 billion. For more information on Protective, please visit www.Protective.com.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” that may express expectations of future events and results, including statements regarding the Senior Notes, the related redemption, the intended funding of the redemption and the expected timing of the completion of the proposed redemption. All statements that express expectations for and results of future events rather than historical facts are forward-looking statements that may involve certain risks and uncertainties. Protective cautions that a number of risks, uncertainties and other factors could cause the Company’s actual results or events in the future to differ materially from those expressed in, or implied by, the forward-looking statements, including, without limitation, disruptions in political or economic conditions generally, or in the Company’s industry; the occurrence of any event, change or other circumstances that could prevent the Company from making a draw under its revolving credit facility to pay the redemption price; the Company’s continued ability to comply with the terms of the indenture governing the Senior Notes and applicable laws and regulations; the effects of the Company’s indebtedness and its compliance with the terms thereof. Additional factors that may cause results or events to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10—K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 28, 2014, under the heading “Item 1A—Risk Factors and Cautionary Factors that May Affect Future Results,” and in subsequent reports on Forms 10—Q and 8—K filed with the SEC by the Company. The Company may elect to update these forward-looking statements at some point in the future; however, it specifically disclaims any obligation to do so.

 

Contact:

 

Eva T. Robertson

Vice President, Investor Relations

(205) 268-3912