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
Date of Report (Date of
earliest event reported): November 9, 2015
AMERICAN
FINANCIAL GROUP, INC.
(Exact name of registrant
as specified in its charter)
Ohio |
1-13653 |
31-1544320 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
301 East Fourth Street, Cincinnati, OH |
45202 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone
number, including area code: (513) 579-2121
|
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 Other Events
Item 8.01 Other Events.
On November 9, 2015, American Financial
Group, Inc. (the “Registrant”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among
the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC,
as representatives of the several underwriters, relating to the issuance and sale of $150,000,000 of aggregate principal amount
of the Registrant’s 6% Subordinated Debentures due 2055 (the “Debentures”).
The Debentures are being offered and sold
by the Registrant pursuant to a registration statement on Form S-3 (File No. 333-202421).
Section 9 — Financial Statements
and Exhibits
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
1 |
Purchase Agreement dated as of November 9, 2015 among the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters |
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5 |
Opinion of Keating Muething & Klekamp PLL |
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8 |
Tax Opinion of Keating Muething & Klekamp PLL |
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23.1 |
Consents of Keating Muething & Klekamp PLL (included in Exhibit 5 and Exhibit 8) |
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23.2 |
Consent of Ernst & Young LLP |
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.
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AMERICAN FINANCIAL GROUP, INC. |
|
|
|
Date: November 10, 2015 |
By: |
/s/ Mark A. Weiss |
|
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Mark A. Weiss |
|
|
Vice President |
Exhibit 1
Execution Version
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AMERICAN FINANCIAL GROUP, INC. |
(an Ohio corporation) |
|
Subordinated Debentures |
|
PURCHASE AGREEMENT |
Dated November 9, 2015
AMERICAN FINANCIAL GROUP, INC.
(an Ohio corporation)
$150,000,000
Subordinated Debentures
PURCHASE AGREEMENT
November 9, 2015
Merrill Lynch, Pierce, Fenner & Smith
Incorporated |
UBS Securities LLC
Wells Fargo Securities, LLC |
|
As Representatives of the several Underwriters |
|
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated |
One Bryant Park |
New York, New York 10036 |
Ladies and Gentlemen:
American Financial
Group, Inc., an Ohio corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated (“Merrill Lynch”), UBS Securities LLC (“UBS”), Wells Fargo Securities, LLC (“Wells Fargo”)
and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also
include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, UBS and Wells Fargo
are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the
Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in
said Schedule A of $150,000,000 aggregate principal amount of the Company’s 6.000% Subordinated Debentures due 2055 (the
“Debentures”). The aforesaid $150,000,000 aggregate principal amount of Debentures to be purchased by the Underwriters
are hereinafter called the “Securities”.
The Securities are
to be issued pursuant to an indenture dated as of September 23, 2014 (the “Original Indenture”), as supplemented by
a second supplemental indenture to be dated as of November 17, 2015 (the “Second Supplemental Indenture,” and together
with the Original Indenture, the “Indenture”) between the Company, as issuer, and U.S. Bank National Association, as
trustee (the “Trustee”).
The Company understands
that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this
Agreement has been executed and delivered and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended
(the “1939 Act”).
The Company has filed
with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3
(No. 333-202421), including the related preliminary prospectus or prospectuses, which registration statement became effective upon
filing under Rule 462(e) of the rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities
Act of 1933, as amended (the “1933 Act”). Such registration statement covers the registration of the Securities under
the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance
with the provisions of Rule 430B (“Rule 430B”) of the 1933 Act Regulations and paragraph (b) of Rule 424 (“Rule
424(b)”) of the 1933 Act Regulations. Any information included in such prospectus that was omitted from such registration
statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant
to Rule 430B is referred to as “Rule 430B Information.” Each prospectus, including any preliminary prospectus supplement,
used in connection with the offering of the Securities that omitted Rule 430B Information is herein collectively called a “preliminary
prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits
and any schedules thereto at such time and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under
the 1933 Act at such time is herein called the “Registration Statement.” The Registration Statement at the time it
originally became effective is herein called the “Original Registration Statement.” The final prospectus, as supplemented
by any prospectus supplement, in the form first furnished to the Underwriters for use in connection with the offering of the Securities,
including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the
execution of this Agreement, is herein collectively called the “Prospectus.” For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, any prospectus supplement, the Prospectus or any amendment or supplement
to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system (“EDGAR”).
All references in this
Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like
import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated
by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, any
preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements
to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any
document under the Securities Exchange Act of 1934 (the “1934 Act”) which is incorporated by reference in or otherwise
deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the
Prospectus, as the case may be.
SECTION
1. Representations and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable
Time referred to in Section 1(a)(ii) hereof and as of the Closing Time referred to in Section 2(b) hereof, and agrees with each
Underwriter, as follows:
(i) Status
as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most
recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the
Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations)
made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations, (D) at the date
hereof and (E) at the Closing Time, the Company was, is and will be a “well-known seasoned issuer” as defined in Rule
405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer”
as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule
405, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission
any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement
form.
At the time
of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date
hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(ii) Registration
Statement, Prospectus and Disclosure at Time of Sale. The Original Registration Statement became effective upon filing under
Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on March 2, 2015 and any post-effective amendment thereto also
became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or
are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission
for additional information has been complied with.
No offer
that constituted a written communication relating to the Securities was made prior to the filing of the Original Registration Statement
by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act
Regulations).
At the respective
times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect
to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, at the Closing Time, the Registration Statement and
any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the “1939
Act Regulations”), and did not and will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading.
Neither the
Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued
and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Each preliminary
prospectus (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto)
complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus
delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
As of the Applicable Time (as
defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable
Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”),
nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below) or any “road show” (as defined
in Rule 433 (as defined below)) not constituting an Issuer Free Writing Prospectus, when considered together with the General Disclosure
Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
As of the time of the filing of
the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package will not include any untrue statement of a material
fact nor will it omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
As used in this subsection and
elsewhere in this Agreement:
“Applicable Time”
means 3:39 p.m. (Eastern time) on November 9, 2015 or such other time as agreed by the Company and the Representatives.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”),
relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that
is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission
or (iii) is exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities
or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission
or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free
Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors,
as evidenced by its being specified in Schedule C hereto.
“Issuer Limited Use Free
Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Statutory Prospectus”
as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior
to that time, including any document incorporated by reference therein and any preliminary prospectus or other prospectus deemed
to be a part thereof.
Each Issuer Free Writing Prospectus,
as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until
any earlier date that the Company notified or notifies the Representatives as described in Section 3(e), did not, does not and
will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration
Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed
to be a part thereof that has not been superseded or modified.
The
representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement,
the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information (as
defined in Section 6(a)).
(iii) Incorporated
Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General
Disclosure Package, and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934
Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), as applicable, and, when
read together with the other information in the Prospectus, (a) at the time the Original Registration Statement became effective,
(b) at the earlier of the time the Prospectus was first used and the date and time of the first contract of sale of the Securities
in this offering and (c) at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading.
(i) Additional
Material. Any materials attached hereto as Exhibit B (the “Additional Material”) do not constitute
an Issuer Free Writing Prospectus, and at the Applicable Time did not, and on the Closing Date will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(iv) Independent
Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement
are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.
(v) Financial
Statements. The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus,
together with the related schedules and notes thereto, present fairly in all material respects the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement of earnings, shareholders’ equity and cash flows
of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity
with generally accepted accounting principles (“GAAP”) applied on a consistent basis (except to the extent otherwise
noted in such financial statements or the notes thereto) throughout the periods involved. The supporting schedules, if any, included
in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected
financial data and the summary financial information, if any, included in the Prospectus present fairly the information shown therein
and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement.
All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under
the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible
Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus
fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto.
(vi) No
Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement,
the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”),
(B) there have been no transactions entered into by either of the Company or any of its subsidiaries, other than those in the ordinary
course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except
as disclosed in or contemplated by the General Disclosure Package and the Prospectus, there has been no dividend or distribution
of any kind declared, paid or made by the Company on any class of its respective capital stock.
(vii) Good
Standing of the Company. The Company has been duly incorporated and is a validly existing corporation in good standing under
the laws of the State of Ohio, and has power and authority (corporate and other) to own its properties and conduct its business
as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement;
and the Company is duly qualified to do business as a foreign corporation and is in good standing (or local law equivalent) in
all other jurisdictions in which its ownership or lease of property or the conduct of business requires such qualification, except
where such failure to qualify would not, individually or in the aggregate, result in a Material Adverse Effect.
(viii) Good
Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of
Regulation S-X and including Great American Holding, Inc.) (each a “Subsidiary” and, collectively, the “Subsidiaries”)
has been duly incorporated and is an existing corporation in good standing (or local law equivalent) under the laws of the jurisdiction
of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described
in the General Disclosure Package and the Prospectus and is duly qualified to do business as a foreign corporation in good standing
(or local law equivalent) in all other jurisdictions in which its ownership or lease of property or the conduct of its business
requires such qualification, except where such failure to qualify would not, individually or in the aggregate, result in a Material
Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding
capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned
by the Company, directly or through subsidiaries, free from liens, encumbrances and defects; none of the outstanding shares of
capital stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such
Subsidiary. The only Subsidiaries of the Company are listed on Schedule D hereto.
(ix) Capitalization.
The authorized, issued and outstanding capital stock of the Company is as set forth in the financial statements, including the
schedules and notes thereto, included in the General Disclosure Package and the Prospectus. The shares of issued and outstanding
capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding
shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder
of the Company.
(x) Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xi) Authorization
of the Indenture. The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the
1939 Act and, assuming due execution and delivery by the Trustee, constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement
of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
(xii) Authorization
of the Securities. The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company
and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the
purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled
to the benefits of, the Indenture.
(xiii) Description
of the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective
statements relating thereto contained in the General Disclosure Package and the Prospectus and will be in substantially the respective
forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.
(xiv) Absence
of Defaults and Conflicts. Neither the Company nor any of its Subsidiaries is in violation of its charter, regulations or by-laws
(or equivalent documents) or in default in the performance or observance of any obligation, agreement, covenant or condition contained
in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property
or assets of the Company or any of its Subsidiaries is subject (collectively, “Agreements and Instruments”) except
for such defaults under the Agreements and Instruments that would not result in a Material Adverse Effect; and the execution, delivery
and performance of this Agreement, the Indenture and the Securities and any other agreement or instrument entered into or issued
or to be entered into or issued by the Company in connection with the consummation of the transactions contemplated herein and
in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the
Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its
obligations hereunder and under the Indenture and the Securities and such other agreements or instruments have been duly authorized
by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, the Agreements
and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that, singly
or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions
of the charter, regulations or by-laws (or equivalent documents) of the Company or any of its Subsidiaries or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations. As used
herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company or any of its Subsidiaries.
(xv) Absence
of Labor Dispute. No labor dispute with the employees of either of the Company or any of its Subsidiaries that might have a
Material Adverse Effect exists or, to the knowledge of the Company, is imminent.
(xvi) Absence
of Proceedings. Except as disclosed in the General Disclosure Package and the Prospectus, there are no pending, or to the Company’s
knowledge, contemplated, actions, suits or proceedings against or affecting the Company, or any of its subsidiaries or any of their
respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate
have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations
under this Agreement, the Indenture or the Securities, or which are otherwise material in the context of the sale of the Securities.
(xvii) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General
Disclosure Package, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which
have not been so described and are or will be filed as required.
(xviii) Possession
of Intellectual Property. The Company and its Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks,
trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property
(collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently
employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to
any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or
in the aggregate have a Material Adverse Effect.
(xix) Absence
of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take,
directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result
in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(xx) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or
decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations
hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions
contemplated by this Agreement or for the due execution, delivery or performance of the Indenture and the Securities by the Company,
except such as have been already obtained or as may be required under state securities laws.
(xxi) Possession
of Licenses and Permits. Each subsidiary of the Company which is engaged in the business of insurance or reinsurance (collectively,
the “Insurance Subsidiaries”) holds such insurance licenses, certificates and permits from governmental authorities
(including, without limitation, from the insurance regulatory agencies of the various jurisdictions where it conducts business
(the “Insurance Licenses”)) as are necessary to the conduct of its business as described in the Registration Statement;
the Company and each Insurance Subsidiary have fulfilled and performed all obligations necessary to maintain the Insurance Licenses;
except as disclosed in the General Disclosure Package and the Prospectus, there is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or investigation that could reasonably be expected to result in the revocation, termination
or suspension of any Insurance License which would, individually or in the aggregate, have a Material Adverse Effect; and except
as disclosed in the General Disclosure Package and the Prospectus, no insurance regulatory agency or body has issued, or, to the
knowledge of the Company, commenced any proceeding for the issuance of, any order or decree impairing, restricting or prohibiting
the payment of dividends by any Insurance Subsidiary to its parent.
(xxii) Title
to Property. Except as disclosed in the General Disclosure Package and the Prospectus, the Company and its Subsidiaries have
good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens,
encumbrances and defects that would individually or in the aggregate, materially affect the value of such properties and assets,
taken as a whole, or materially interfere with the use made or to be made thereof by them; and except as disclosed in the General
Disclosure Package and the Prospectus, the Company and its Subsidiaries hold any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the use made or to be made of the leased property, taken
as a whole, by them.
(xxiii) Environmental
Laws. Except as disclosed in the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries
is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic
or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration
of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or
operates any real property contaminated with any substance that is subject to any environmental laws, other than any liability
as an insurer under one or more insurance policies issued in the ordinary course of business, is liable for any off-site disposal
or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation,
contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not
aware of any pending investigation which might lead to a violation, liability or claim which would individually or in the aggregate
result in a Material Adverse Effect.
(xxiv) Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not be required, to register
as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
(xxv) Accounting
Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or
specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences and (v) the interactive data in eXtensible Business Reporting Language
incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the
required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto;
The Company
has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15
and 15d-15 under the 1934 Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15
and 15d-15 under the 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating
to the Company, including its consolidated subsidiaries, is made known to the Company’s Co-Chief Executive Officers and its
chief financial officer by others within those entities, and such disclosure controls and procedures are effective to perform the
functions for which they were established; the Company’s independent auditors and the Audit Committee of the Board of Directors
of the Company have been advised of: (i) all significant deficiencies, if any, in the design or operation of internal controls
which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all
fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal
controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors;
since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been
no significant changes in internal controls or in other factors that could significantly affect internal controls, including any
corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (or their
equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and any related rules and regulations promulgated by the Commission,
and the statements contained in each such certification are complete and correct; the Company, the subsidiaries and the Company’s
directors and officers are each in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley
Act, including Section 402 related to loans and Sections 302 and 906 related to certifications and the rules and regulations of
the Commission and the New York Stock Exchange promulgated thereunder.
(xxvi) Pending
Procedures and Examinations. The Registration Statement is not the subject of a pending proceeding or examination under Section
8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection
with the offering of the Securities.
(xxvii) Insurance
Reserving. Except as disclosed in the General Disclosure Package and the Prospectus, the Company and the Insurance Subsidiaries
have made no material change in their insurance reserving practices since December 31, 2014.
(xxviii) Reinsurance.
All reinsurance treaties and arrangements to which any Insurance Subsidiary is a party are in full force and effect and no Insurance
Subsidiary is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant
or condition contained therein; no Insurance Subsidiary has received any notice from any of the other parties to such treaties,
contracts or agreements that such other party intends not to perform such treaty and, the Company and the Insurance Subsidiaries
have no reason to believe that any of the other parties to such treaties or arrangements will be unable to perform such treaty
or arrangement except to the extent adequately and properly reserved for in the consolidated financial statements of the Company
included in the Registration Statement or the Prospectus, except where such default or inability to perform would not, individually
or in the aggregate, have a Material Adverse Effect.
(xxix) Statutory
Financial Statements. The statutory financial statements of the Insurance Subsidiaries, from which certain ratios and other
statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus
have been derived, have been prepared for each relevant period in conformity with statutory accounting principles or practices
required or permitted by the National Association of Insurance Commissioners and by the appropriate Insurance Department of the
jurisdiction of domicile of each Insurance Subsidiary, and such statutory accounting practices have been applied on a consistent
basis throughout the periods involved, except as may otherwise be indicated therein or in the notes thereto, and present fairly
in all material respects the statutory financial position of the Insurance Subsidiaries as of the dates thereof, and the statutory
basis results of operations of the Insurance Subsidiaries for the periods covered thereby.
(xxx) No
Unlawful Payments. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee or affiliate of the Company or any of its subsidiaries (i) has made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment or (ii) is aware of or has taken any action, directly or indirectly, that would result in a
violation by such persons of the Foreign Corrupt Practices Act of 1977 (the “FCPA”), including, without limitation,
making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company, its subsidiaries
and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.
(xxxi) Compliance
with Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in
compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best
knowledge of the Company, threatened.
(xxxii) Compliance
with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent,
employee, affiliate or representative of the Company or any of its subsidiaries is an individual or entity currently the
subject or target of any sanctions administered or enforced by the United States Government, including, without limitation,
the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security
Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions
authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory
that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities,
or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other person, to fund
any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject
of Sanctions or in any other manner that will result in a violation by any person (including any person participating in
the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives
or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters
covered thereby.
SECTION
2. Sale and Delivery to Underwriters; Closing.
(a) Securities.
On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees
to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of the Securities set forth
in Schedule A opposite the name of such Underwriter, plus any additional principal amount of the Securities which such Underwriter
may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment.
Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Sidley Austin
llp, 787 Seventh Avenue, New York, New York, or at such other place as shall be agreed
upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the fifth (sixth, if the pricing occurs after 4:30
P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of
Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives
and the Company (such time and date of payment and delivery being herein called “Closing Time”).
Payment shall be made
to the Company by wire transfer of immediately available funds to a bank account designated in writing by the Company, against
delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased
by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt
for, and make payment of the purchase price for, the Securities, which it has agreed to purchase. The Representatives, individually
and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities,
to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such
Underwriter from its obligations hereunder.
(c) Denominations;
Registration. Certificates for the Securities shall be issued as Global Debentures (each a “Global Debenture”)
registered in such name as the Representatives may request in writing at least one full business day before the Closing Time. The
certificates for the Securities will be made available for examination by the Representatives in The City of New York not later
than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time.
SECTION
3. Covenants of the Company. The Company covenants with
each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests; Payment of Filing Fees. The Company, subject to Section 3(b), will comply
with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing, (i) when
any post-effective amendment to the Registration Statement or new registration statement relating to the Securities shall become
effective, or any supplement to the Prospectus or any amended Prospectus relating to the Securities shall have been filed, (ii)
of the receipt of any comments from the Commission through the date that is one (1) year from the date of this Agreement, (iii)
of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement
or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a
part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary
prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction,
or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e)
of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section
8A of the 1933 Act in connection with the offering of the Securities. The Company will effect the filings required under Rule 424(b),
in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps
as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received
for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every
reasonable effort to prevent the issuance of any stop, prevention or suspension order and, if any stop order is issued, to obtain
the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the
Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and
otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation
of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration
Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).
(b) Filing
of Amendments and Exchange Act Documents; Preparation of Final Term Sheet. The Company will give the Representatives notice
of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities
or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original
Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933
Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the
Representatives or counsel for the Underwriters shall object. The Company has given the Representatives notice of any filings made
pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives
notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives
with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document
to which the Representatives or counsel for the Underwriters shall object. The Company will prepare a final term sheet (the “Final
Term Sheet”) reflecting the final terms of the Securities, in form and substance satisfactory to the Representatives, and
shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of
two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final
Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives
or counsel to the Underwriters shall object.
(c) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters,
without charge, signed copies of the Original Registration Statement and of each amendment thereto (including exhibits filed therewith
or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise
deemed to be a part thereof) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives,
without charge, a conformed copy of the Original Registration Statement and of each amendment thereto (without exhibits) for each
of the Underwriters. The copies of the Original Registration Statement and each amendment thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus
as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the
1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be
delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations would be required to be
delivered), such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The
Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the
1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Securities
as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered
(or but for the exception afforded by Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with
sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of
counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order
that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order
to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser,
or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a
new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the
1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment,
supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements,
the Company will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable
(if it is not an automatic shelf registration statement with respect to the Securities) and the Company will furnish to the Underwriters
such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If
at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result
of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement
(or any other registration statement relating to the Securities) or the Statutory Prospectus or any preliminary prospectus or included
or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will
promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus
to eliminate or correct such conflict, untrue statement or omission.
(f) Blue
Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities
for offering and sale under the applicable securities laws of such states and other jurisdictions as the Representatives may designate
and to maintain such qualifications in effect for a period of not less than one year from the date hereof; provided, however, that
the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or
as a dealer in securities in any jurisdiction in which it is not so qualified or so subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. The Company will also supply the Underwriters with such information
as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as
the Underwriters may request.
(g) Rule
158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the
benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(h) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in
the Prospectus under the caption “Use of Proceeds.”
(i) Listing.
The Company will use its best efforts to effect and maintain the listing of Debentures (including the Securities) on the New York
Stock Exchange.
(j) Restriction
on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not without the prior written
consent of the Representatives, directly or indirectly, issue, sell, offer or contract to sell, grant any option for the sale of,
or otherwise transfer or dispose of, any securities that are substantially similar to the Securities.
(k) Reporting
Requirements. The Company, during the period when the Prospectus is required to be delivered (or but for the exception afforded
by Rule 172 of the 1933 Act Regulations would be required to be delivered) under the 1933 Act, will file all documents required
to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.
(l) Issuer
Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives,
and each Underwriter represents and agrees that, unless such Underwriter obtains the prior consent of the Company and the Representatives,
it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,”
as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required
to be filed with the Commission; provided, however, that prior to the preparation of the Final Term Sheet in accordance with Section
3(b), the Underwriters are authorized to use the information with respect to the final terms of the Securities in communications
conveying information relating to the offering to investors. Any such free writing prospectus consented to by the Company and the
Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it
has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,”
as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing
Prospectus, including timely filing with the Commission where required, legending and record keeping.
SECTION
4. Payment of Expenses.
(a) Expenses.
The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation,
printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters,
the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv)
the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters (not to exceed $25,000) in connection therewith and in connection with the preparation
of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary
prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs
associated with the electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing
and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of the
Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (ix)
the costs and expenses of the Company relating to investor presentations or any “road show” undertaken in connection
with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides
and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses
of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation
chartered in connection with the road show, (x) any fees payable in connection with the rating of the Securities, (xi) any fees
and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange, and (xii) the costs and
expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability)
associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation
contained in the sixth paragraph of Section 1(a)(ii).
(b) Termination
of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) or 9(a)(iii) hereof, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including
the reasonable fees and disbursements of counsel for the Underwriters.
SECTION
5. Conditions of Underwriters’ Obligations. The
obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company
contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following
further conditions:
(a) Effectiveness
of Registration Statement; Filing of Prospectus; Payment of Filing Fee. The Registration Statement has become effective and
at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933
Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing
the Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b)
without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective
in accordance with the requirements of Rule 430B). The Company shall have paid the required Commission filing fees relating to
the Securities within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein
and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations and, if applicable, shall have updated the
“Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment
to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).
(b) Opinion
of Counsel for the Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing
Time, of Keating Muething & Klekamp PLL, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters,
together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit
A hereto and to such further effect as counsel to the Underwriters may reasonably request. Keating Muething & Klekamp PLL,
in rendering such opinion, may rely as to all matters governed by New York law upon the opinion of Sidley Austin llp
referred to below.
(c) Opinion
of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing
Time, of Sidley Austin llp, counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (vi) through
(x) (for clause (vi), solely as to enforceability and for clause (vii), solely as to enforceability and as to the final clause
thereof), inclusive, and the penultimate paragraph of Exhibit A hereto. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its
subsidiaries and certificates of public officials. In rendering such opinion, Sidley Austin llp
may rely as to all matters governed by Ohio law upon the opinion of Keating Muething & Klekamp PLL referred to above.
(d) Officers’
Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information
is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise whether
or not arising in the ordinary course of business, and the Representatives shall have received a certificate (as to which there
shall be no personal, as opposed to corporate, liability) of a Co-President, Executive Vice President, Senior Vice President or
Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time,
to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a)
hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company
has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time,
and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose
have been instituted or are pending or, to their knowledge, contemplated by the Commission.
(e) Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young
LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies
of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and certain financial information contained
in the Registration Statement, the General Disclosure Package and the Prospectus.
(f) Bring-down
Comfort Letter. At Closing Time, the Representatives shall have received from Ernst & Young LLP a letter, dated as of Closing
Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section,
except that the specified date referred to shall be a date not more than three business days prior to Closing Time.
(g) Maintenance
of Rating. At Closing Time, there shall not have occurred a downgrading since the date of this Agreement in the (i) rating
assigned to the Securities or any other securities of the Company or the financial strength of the Company or any Subsidiaries
or any Insurance Subsidiary’s claims paying ability or similar rating by any “nationally recognized statistical rating
agency”, as that term is defined under Section 3(a)(62) of the 1934 Act, or (ii) the financial strength or claims paying
ability of any Insurance Subsidiary by A.M. Best Company, and no such securities rating agency shall have publicly announced that
it has under surveillance or review, with possible negative implications, its rating of the Securities or any other securities
of the Company or the financial strength or claims paying ability of any Subsidiary or Insurance Subsidiary.
(h) Additional
Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as
they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein
contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(i) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time, and
such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections
1, 6, 7, 8 and 13 shall survive any such termination and remain in full force and effect.
SECTION
6. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and
affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and
each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including Rule 430B Information,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary
prospectus, any Issuer Free Writing Prospectus or any “road show” (as defined in Rule 433) not constituting an Issuer
Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any Additional Material, or the omission or
alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject
to Section 6(d) below) any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement
(or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus
or the Prospectus (or any amendment or supplement thereto) (collectively, the “Underwriter Information”).
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors,
each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described
in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B
Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives
expressly for use therein.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected
by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel
to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in
addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6
or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise
or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION
7. Contribution. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses,
liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand
from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits
received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering
of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering
price of the Securities as set forth on the cover of the Prospectus.
The relative fault
of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing for or defending against
any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement
or omission or alleged omission.
No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
For purposes of this
Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter,
and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights
to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several
in proportion to the principal amount of the Securities set forth opposite their respective names in Schedule A hereto and not
joint.
SECTION
8. Representations, Warranties and Agreements to Survive.
All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any
of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers
or directors or any person controlling the Company, and (ii) delivery of and payment for the Securities.
SECTION
9. Termination of Agreement.
(a) Termination;
General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time
(i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given
in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a prospective change in national or international political,
financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading
in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or in
the Nasdaq Global Select Market, or if trading generally on the NYSE MKT LLC or the New York Stock Exchange or in the Nasdaq Global
Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges
for prices have been required, by any of said exchanges or by such system or by order of the Commission, the Financial Industry
Regulatory Authority, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities
settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or
Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York authorities.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8 and 13 shall survive such termination
and remain in full force and effect.
SECTION
10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under
this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter,
to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less
than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the
Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if
the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder,
each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if
the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this
Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant
to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any
such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the
right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration
Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes
any person substituted for an Underwriter under this Section 10.
SECTION
11. Tax Disclosure. Notwithstanding any other provision of this
Agreement, immediately upon commencement of discussions with respect to the transactions contemplated hereby, the Company (and
each employee, representative or other agent of the Company) may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including
opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure. For purposes
of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions
contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported
or claimed federal income tax treatment of the transactions contemplated hereby.
SECTION
12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be directed to (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 50 Rockefeller Plaza,
New York, New York 10020, Attention: High Grade Debt Capital Markets Transaction Management/Legal, fax: (212) 901-7881; (ii) UBS
Securities LLC at 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate, fax (203) 719-0495;
(iii) Wells Fargo Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202 (fax: 704-410-0326), Attention:
Transaction Management; and notices to the Company shall be directed to it at 301 East Fourth Street, 27th Floor, Cincinnati,
Ohio 45202, Attention: Karl J. Grafe, Esq., Vice President, Assistant General Counsel and Secretary of American Financial Group,
Inc, fax: (513) 579-0108.
SECTION
13. No Advisory or Fiduciary Relationship. The Company acknowledges
and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public
offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between
the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated
hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the
agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed
or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby
or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other
matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations
expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal,
accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal,
accounting, regulatory and tax advisors to the extent it deemed appropriate.
SECTION
14. Integration. This Agreement supersedes all prior agreements
and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject
matter hereof.
SECTION
15. Parties. This Agreement shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their
respective successors and the controlling persons and officers and directors and others referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision
herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit
of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and
others and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of
the Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION
16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PROVISIONS.
SECTION
17. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT
AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION
18. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the
same Agreement.
SECTION
19. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
If the foregoing is
in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance
with its terms.
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Very truly yours, |
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AMERICAN FINANCIAL GROUP, INC. |
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By: |
/s/ Joseph E. (Jeff) Consolino |
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Name: |
Joseph E. (Jeff) Consolino |
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Title: |
Executive Vice President and Chief |
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Financial Officer |
CONFIRMED AND ACCEPTED, |
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as of the date first above written: |
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MERRILL LYNCH, PIERCE, FENNER & SMITH |
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INCORPORATED |
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By |
/s/ Randolph B. Randolph |
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Name: Randolph B. Randolph |
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Title: Managing Director |
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UBS SECURITIES LLC |
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By: |
/s/ Demetrios Tsapralis |
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Name: Demetrios Tsapralis |
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Title: Executive Director |
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By: |
/s/ Corey Sieven |
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Name: Corey Sieven |
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Title: Associate Director |
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WELLS FARGO SECURITIES, LLC |
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By: |
/s/ Carolyn Hurley |
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Name: Carolyn Hurley |
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Title: Director |
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For themselves and as Representatives of
the other Underwriters named in Schedule A hereto
SCHEDULE A
Name of Underwriter | |
Principal Amount of the Securities | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
$ | 42,000,000 | |
UBS Securities LLC | |
$ | 42,000,000 | |
Wells Fargo Securities, LLC | |
$ | 42,000,000 | |
J.P. Morgan Securities LLC | |
$ | 10,500,000 | |
Barclays Capital Inc. | |
$ | 3,000,000 | |
Mitsubishi UFJ Securities (USA), Inc. | |
$ | 3,000,000 | |
PNC Capital Markets LLC | |
$ | 3,000,000 | |
Fifth Third Securities, Inc. | |
$ | 1,500,000 | |
KeyBanc Capital Markets Inc. | |
$ | 1,500,000 | |
U.S. Bancorp Investments, Inc. | |
$ | 1,500,000 | |
TOTAL: | |
$ | 150,000,000 | |
SCHEDULE B
AMERICAN FINANCIAL GROUP, INC.
$150,000,000 6.000% Subordinated Debentures
due 2055
1. The
initial public offering price of the Securities shall be 100.00% of the principal amount thereof, plus accrued interest, if any,
from the date of issuance.
2. The
purchase price to be paid by the Underwriters for the Securities shall be (i) 98.00% of the principal amount of the Securities
sold to institutional investors and (ii) 96.85% of the principal amount of the Securities sold to retail investors.
3. The
interest rate on the Securities shall be 6.000% per annum.
SCHEDULE C
Issuer
General Use Free Writing ProspectusES
1. Final Term Sheet, dated November 9, 2015, a copy of which
is attached hereto.
SCHEDULE D
List of Subsidiaries
The following is a list of Subsidiaries
of the Company at November 9, 2015.
Great American Insurance Company |
Great American Life Insurance Company |
Great American Holding, Inc. |
Exhibit A
FORM OF OPINION OF COMPANY COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)
(i) The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio.
(ii) The
Company has power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described
in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under the Purchase Agreement;
and the Company is duly qualified to do business as a foreign corporation and is in good standing (or the local law equivalent)
in all other jurisdictions in which its ownership or lease of property or the conduct of business, requires such qualification
except where the failure to so qualify will not, individually or in the aggregate have a Material Adverse Effect.
(iii) The
authorized, issued and outstanding capital stock of the Company is as set forth in the financial statements, including the schedules
and notes thereto, included in the General Disclosure Package and the Prospectus. The issued and outstanding shares of capital
stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding
shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder
of the Company.
(iv) Each
Subsidiary has been duly incorporated and is an existing corporation in good standing (or local law equivalent) under the laws
of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its
business as described in the General Disclosure Package and the Prospectus and is duly qualified to do business as a foreign corporation
in good standing (or the local law equivalent) in all other jurisdictions in which its ownership or lease of property or the conduct
of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect; except
as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of
each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company,
directly or through subsidiaries, free from liens, encumbrances and defects; none of the outstanding shares of capital stock of
any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.
(v) The
Purchase Agreement has been duly authorized, executed and delivered by the Company.
(vi) The
Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the 1939 Act and, assuming due
authorization, execution and delivery by the Trustee, constitutes a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement
of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
(vii) The
Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated,
issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as
provided in the Purchase Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’
rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement
is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the
Indenture.
(viii) The
Securities and the Indenture conform in all material respects to the descriptions thereof contained in the General Disclosure Package
and the Prospectus.
(ix) The
Registration Statement has become effective under the 1933 Act; any required filing of each prospectus relating to the Securities
(including the Prospectus) pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b)
(without reference to Rule 424(b)(8)); any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been
made in the manner and within the time period required by Rule 433(d); and, to the best of our knowledge (after reasonable investigation),
no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings
for that purpose have been instituted or are pending or threatened by the Commission.
(x) The
Registration Statement, including without limitation the Rule 430B Information, the Prospectus, excluding the documents incorporated
by reference therein, and each amendment or supplement to the Registration Statement and the Prospectus, excluding the documents
incorporated by reference therein, as of their respective effective or issue dates (including without limitation each deemed effective
date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations), other than the financial statements
and supporting schedules and notes included therein or omitted therefrom, and the Trustee’s Statement of Eligibility on Form
T-1 (the “Form T-1”), as to which we need express no opinion, complied as to form in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations.
(xi) The
documents incorporated by reference in the General Disclosure Package and the Prospectus (other than the financial statements and
supporting schedules and notes included therein or omitted therefrom, as to which we need express no opinion), when they became
effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements
of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder.
(xii) Except
as disclosed in the General Disclosure Package, to the best of our knowledge (after reasonable investigation), there is not pending
or threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any of its subsidiaries is a party,
or to which the property of either of the Company or any of its subsidiaries is subject, before or brought by any court or governmental
agency or body, domestic or foreign, which would reasonably be expected to result in a Material Adverse Effect, or which would
reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions
contemplated in the Purchase Agreement, the Indenture or the Securities or the performance by the Company of its obligations thereunder.
(xiii) The
information in the General Disclosure Package and the Prospectus under “Description of Debt Securities,” “Description
of Debentures” and “Material U.S. Federal Income Tax Considerations” and in the Registration Statement under
Item 15, to the extent that it constitutes matters of law, summaries of legal matters, summaries of the terms of the Indenture
and the Securities, the Company’s articles and regulations or legal proceedings, or legal conclusions, has been reviewed
by us and is correct in all material respects.
(xiv) All
descriptions in the Registration Statement of contracts and other documents to which the Company or its subsidiaries are a party
are accurate in all material respects; to the best of our knowledge (after reasonable investigation), there are no franchises,
contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in
the Registration Statement or to be filed as exhibits to the Registration Statement other than those described or referred to therein
or filed or incorporated by reference as exhibits thereto.
(xv) No
filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than under the 1933 Act and the 1933 Act Regulations, which have been obtained,
or as may be required under the securities or blue sky laws of the various states, as to which we express no opinion) is necessary
or required in connection with the due authorization, execution, delivery and performance of the Purchase Agreement or the due
execution, delivery or performance of the Indenture and the Securities by the Company or for the offering, issuance, sale, delivery
or performance of the Securities.
(xvi) The
execution, delivery and performance of the Purchase Agreement, the Indenture and the Securities and any other agreement or instrument
entered into or issued or to be entered into or issued by the Company in connection with the consummation of the transactions contemplated
in the Purchase Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance
by the Company with its obligations under the Purchase Agreement, the Indenture and the Securities and such other agreements or
instruments do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute
a breach of, or default or Repayment Event (as defined in Section 1(a)(xiv) of the Purchase Agreement) under or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant
to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument,
known to us (after reasonable investigation), to which the Company or any of its subsidiaries is a party or by which it or any
of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (except for
such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not have a Material Adverse
Effect), nor will such action result in any violation of the provisions of the articles or regulations (or equivalent documents)
of the Company or any of its subsidiaries, or any applicable law, statute, rule or regulation or any judgment, order, writ or decree
known to us (after reasonable investigation), of any government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any of its subsidiaries or any of its respective properties, assets or operations.
(xvii) The
Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net
proceeds therefrom as described in the Prospectus and the General Disclosure Package will not be required, to register as an “investment
company” under the 1940 Act.
(xviii) To
the best of our knowledge (after reasonable investigation), each Insurance Subsidiary holds such insurance licenses, certificates
and permits from governmental authorities (including, without limitation, Insurance Licenses) as are necessary to the conduct of
its business as described in the General Disclosure Package and the Prospectus; to the best of our knowledge (after reasonable
investigation), there is no pending or threatened action, suit, proceeding or investigation that could reasonably be expected to
result in the revocation, termination or suspension of any Insurance License which would have a Material Adverse Effect; and except
as disclosed in the General Disclosure Package and the Prospectus, to the best of our knowledge (after reasonable investigation),
no insurance regulatory agency or body has issued, or commenced any proceeding for the issuance of, any order or decree impairing,
restricting or prohibiting the payment of dividends by any Insurance Subsidiary to its parent.
(xix) To
the best of our knowledge (after reasonable investigation), all reinsurance treaties and arrangements to which any Insurance Subsidiary
is a party are in full force and effect and such counsel is not aware of any violation of, or default in the performance, observance
or fulfillment of, any obligation, agreement, covenant or condition contained therein by any Insurance Subsidiary.
Nothing has come to
our attention that would lead us to believe that the Original Registration Statement or any amendment thereto (except for financial
statements and schedules and notes thereto and other financial data included or incorporated by reference therein or omitted therefrom,
as to which we need make no statement), at the time such Original Registration Statement or any such amendment became effective,
contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; that the Registration Statement, including the Rule 430B Information (except for
financial statements and schedules and notes thereto and other financial data included or incorporated by reference therein or
omitted therefrom, as to which we need make no statement), at each deemed effective date with respect to the Underwriters pursuant
to Rule 430B(f)(2) of the 1933 Act Regulations, contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein not misleading; or that the Prospectus, as of its
date, or any amendment or supplement thereto (except for financial statements and schedules and notes thereto and other financial
data included or incorporated by reference therein or omitted therefrom, as to which we need make no statement), as of the date
of any such amended or supplemented prospectus or at the Closing Time, included or includes an untrue statement of a material fact
or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. In addition, nothing has come to our attention that
would lead us to believe that the General Disclosure Package, other than the financial statements and schedules and notes thereto
and other financial data included or incorporated by reference therein or omitted therefrom, as to which we need make no statement,
as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in the light of circumstances under which they were made, not misleading.
In rendering such opinion,
such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates
of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).
EXHIBIT B
[Additional Material]
None.
Exhibit 5
November 10, 2015
American Financial Group, Inc.
301 East Fourth Street, 40th Floor
Cincinnati, Ohio 45202
Ladies and Gentlemen:
In connection with
the issuance by American Financial Group, Inc., an Ohio corporation (“AFG”), of its 6 % Subordinated
Debentures due 2055 (the “Debentures”), pursuant to and as described in (a) the Registration Statement of AFG
on Form S-3 (Registration No. 333-202421) (the “Registration Statement”), which was filed by AFG with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act”),
and (b) the related prospectus dated March 2, 2015, as supplemented by the prospectus supplement relating to the sale
of the Debentures dated November 9, 2015 (as so supplemented, the “Prospectus”), as filed by AFG with the Commission
pursuant to Rule 424(b) promulgated under the Securities Act, certain legal matters with respect to the Debentures are being passed
upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5 to the Current Report
of AFG on Form 8-K to be filed with the Commission on the date of this letter (the “Form 8-K”).
The Debentures are
to be issued and the terms of the Debentures are to be established pursuant to the Indenture dated as of September 23, 2014 (the
“Original Indenture”) as proposed to be supplemented by the Second Supplemental Indenture (the “Second Supplemental
Indenture”) to be dated as of November 17, 2015 (the Original Indenture, as supplemented through and including the Second
Supplemental Indenture, the “Indenture”).
In reaching the conclusions
expressed in this opinion, we have examined and relied upon the original or copies, certified to our satisfaction, of (i) the
Amended and Restated Articles of Incorporation and the Code of Regulations of AFG; (ii) copies of resolutions of the Board
of Directors of AFG, and committees thereof, authorizing the issuance of the Notes and related matters; (iii) the Registration
Statement and all exhibits thereto, including the Form T-1, Statement of Eligibility of Trustee of U.S. Bank National Association;
(iv) the Indenture; and (iv) such other documents and instruments as we have deemed necessary for the expression of opinion
contained in this letter. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity
of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of AFG and upon documents, records and instruments furnished
to us by AFG, without independent check or verification of their accuracy.
American Financial Group, Inc.
November 10, 2015
Page 2
Based upon and subject
to the foregoing, we are of the opinion that upon the execution and delivery of the Second Supplemental Indenture, when the Debentures
have been duly executed and authenticated in accordance with the terms of the Indenture and paid for in accordance with the terms
of the Purchase Agreement dated as of November 9, 2015 among AFG and the underwriters named in such Purchase Agreement, the Debentures
will be valid and binding obligations of AFG.
We consent to be named
in the Registration Statement and the Prospectus as the attorneys who have passed upon legal matters in connection with the issuance
of the Notes and to the filing of this opinion as an exhibit to the Form 8-K. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.
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Sincerely yours, |
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/s/ Keating Muething & Klekamp PLL |
Exhibit 8
November 10, 2015
American Financial Group, Inc.
301 East Fourth Street, 40th Floor
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We have acted as tax
counsel to American Financial Group, Inc., an Ohio corporation (“AFG”), in connection with the issuance and sale of
$150 million in aggregate principal amount of its 6% Subordinated Debentures due 2055 (the “Debentures”), as described
in the prospectus supplement, filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2015
(the “Prospectus Supplement”), to the prospectus included in the Registration Statement on Form S-3 (Registration No.
333-202421), which was filed by AFG with the Commission under the Securities Act of 1933 (as amended, the “Securities Act”)
on March 2, 2015.
We hereby confirm to
you our opinion as set forth under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus
Supplement, subject to the limitations set forth therein.
We hereby consent to
the filing of this opinion as an exhibit to AFG’s Form 8-K to be filed in connection with the issuance and sale of the Debentures,
and to the reference to us under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus Supplement.
In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section
7 of the Securities Act.
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Sincerely yours, |
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/s/ Keating Muething & Klekamp PLL |
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Exhibit 23.2
Consent of Independent Registered Public
Accounting Firm
We consent
to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-202421) filed
with the Securities and Exchange Commission on March 2, 2015 and related Prospectus and Prospectus Supplement of American Financial
Group, Inc. (the Company) for the registration of its Subordinated Debentures and to the incorporation by reference therein of
our reports dated February 26, 2015, with respect to the consolidated financial statements and schedules of the Company,
and the effectiveness of internal control over financial reporting of the Company, included in
its Annual Report (Form 10-K) for the year ended December 31, 2014 filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP |
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Cincinnati, Ohio |
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November 6th, 2015 |
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