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

 

February 23, 2015 (February 23, 2015)

Date of Report (Date of earliest event reported)

 

Protective Life Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11339

 

95-2492236

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of principal executive offices and zip code)

 

(205) 268-1000

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

 

 



 

Item 8.01 Other Events.

 

On February 23, 2015, Protective Life Corporation (the “Company”) called for redemption all $103,093,000 in aggregate principal amount outstanding of its 6-1/8% Subordinated Debentures due 2034 (the “Debentures”) and held by PLC Capital Trust V, a Delaware statutory trust and subsidiary of the Company.  The Debentures will be redeemed on March 25, 2015 at a redemption price of 100% of the outstanding principal amount, plus accrued and unpaid interest to the date of redemption. The Company intends to fund the redemption of the Debentures from a draw under its existing revolving credit facility.

 

In connection with the redemption of the Debentures, PLC Capital Trust V will simultaneously redeem all $100,000,000 in aggregate liquidation amount of its 6-1/8% Trust Originated Preferred SecuritiesSM (NYSE:PL PR B), CUSIP 69340Y208, and all $3,093,000 in aggregate liquidation amount outstanding of its 6-1/8% trust common securities.  The 6-1/8% Trust Originated Preferred SecuritiesSM and related trust common securities will be redeemed on March 25, 2015 at a redemption price equal to 100% of the liquidation amount of the securities ($25 per security), plus accumulated and unpaid distributions.  The redemption of the 6-1/8% Trust Originated Preferred SecuritiesSM will be made only by means of a call notice by the trustee to holders of such securities in accordance with the terms of the Amended and Restated Declaration of Trust under which such securities were issued.  Neither this Current Report on Form 8-K nor the press release attached to this report as Exhibit 99.1 constitutes a notice of redemption of any of the foregoing securities.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release issued by Protective Life Corporation, dated February 23, 2015.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

PROTECTIVE LIFE CORPORATION

 

 

 

/s/Steven G. Walker

 

Steven G. Walker

 

Senior Vice President, Controller and Chief Accounting Officer

 

 

Dated: February 23, 2015

 

 

3




Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Protective Announces Notice of Redemption

 

BIRMINGHAM, Alabama (February 23, 2015) — Protective Life Corporation (“Protective” or the “Company”) today announced that it has issued notice to redeem on March 25, 2015 (the “Redemption Date”) the entire $103,093,000 outstanding principal amount of the Company’s 6-1/8% Subordinated Debentures due 2034 (the “Debentures”), and that, as a result of such redemption and simultaneously therewith, PLC Capital Trust V will redeem all $100,000,000 in aggregate liquidation amount outstanding of its 6-1/8% Trust Originated Preferred SecuritiesSM (NYSE: PL PR B), CUSIP 69340Y208, and all $3,093,000 in aggregate liquidation amount outstanding of its 6-1/8% trust common securities at a redemption price equal to 100% of the liquidation amount of the securities ($25 per security), plus accumulated and unpaid distributions.

 

The Company intends to fund the redemption using funds from revolving credit facility.  The redemption of the 6-1/8% Trust Originated Preferred SecuritiesSM will be made only by means of a call notice by the trustee to holders of such securities in accordance with the terms of the declaration of trust under which securities were issued.  The 6-1/8% Trust Originated Preferred SecuritiesSM will no longer be outstanding after the Redemption Date, and other than the rights of holders to receive payment of the redemption amount of such securities, all rights with respect thereto will cease to accrue on the Redemption Date. Wilmington Trust Company will act as paying agent in respect of the 6-1/8% Trust Originated Preferred SecuritiesSM.

 

ABOUT PROTECTIVE

 

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

 

Forward-Looking Statements

 

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

 

Contact:

 

Eva T. Robertson

 

Vice President, Investor Relations

 

(205) 268-3912

 


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