Current Report Filing (8-k)
May 22 2017 - 5:15PM
Edgar (US Regulatory)
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): May 15, 2017
The Travelers Companies, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
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001-10898
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41-0518860
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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485 Lexington Avenue
New York, New York
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10017
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(Address of principal executive offices)
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(Zip Code)
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(917)
778-6000
(Registrants telephone number, including area code)
Not Applicable
(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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 15, 2017, The Travelers Companies, Inc. (the Company) entered into an Underwriting Agreement (the Agreement) with
Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representatives for the several underwriters named in Schedule 1 of the Agreement,
for the issuance and sale by the Company of $700,000,000 aggregate principal amount of the Companys 4.000% Senior Notes due 2047 (the Notes). The foregoing description is qualified by reference to the Agreement, a copy of which is
attached hereto as Exhibit 1.1 and incorporated by reference herein. Further information concerning the Notes and related matters is set forth in the Companys Prospectus Supplement, dated May 15, 2017, which was filed with the
Securities and Exchange Commission on May 16, 2017.
The Agreement is not intended to provide factual information or other disclosure other than with
respect to the terms of the Agreement itself, and you should not rely on it for that purpose. In particular, any representations and warranties made by us in the Agreement were made solely as of the dates specified in the Agreement, within the
specific context of the Agreement, including subject to the qualifications and limitations agreed to by the parties, and only to the other express parties to the Agreement. No other person may rely on such representations and warranties.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated May 15, 2017
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5.4
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Opinion of Wendy C. Skjerven, Esq.
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5.5
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Opinion of Simpson Thacher & Bartlett LLP
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23.2
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Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.5)
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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
hereunto duly authorized.
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Date: May 22, 2017
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THE TRAVELERS COMPANIES, INC.
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By:
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/s/ Kenneth F. Spence III
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Name: Kenneth F. Spence III
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Title: Executive Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated May 15, 2017
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5.4
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Opinion of Wendy C. Skjerven, Esq.
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5.5
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Opinion of Simpson Thacher & Bartlett LLP
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23.2
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Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.5)
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