8-K

 

 

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 5, 2015

 

 

UNUM GROUP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-11294   62-1598430
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

1 Fountain Square

Chattanooga, Tennessee 37402

(Address of principal executive offices) (Zip Code)

(423) 294-1011

(Registrant’s 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):

 

¨ 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))

 

 

 

Item 8.01 Other Events.

On November 5, 2015, Unum Group, a Delaware corporation (“Unum Group” or the “Company”), announced that it had completed an offering of $275,000,000 aggregate principal amount of 3.875% Senior Notes due 2025 (the “Notes”). The Notes were offered and sold pursuant to an Underwriting Agreement, dated November 2, 2015 (the “Underwriting Agreement”), and issued by the Company under an Indenture dated as of August 23, 2012. Copies of the Underwriting Agreement, the form of the Notes, the opinion of Sullivan & Cromwell LLP, counsel to the Company, relating to the validity of the Notes, and a news release concerning the offering of Notes are attached hereto as Exhibits 1.1, 4.1, 5.1 and 99.1, respectively.

The Notes were offered and sold under the Company’s effective registration statement on Form S-3 (File No. 333-199999) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company has filed with the SEC a prospectus supplement, dated November 2, 2015, together with the accompanying base prospectus, dated June 24, 2015, relating to the offer and sale of the Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

 

1.1 Underwriting Agreement, dated November 2, 2015, with respect to 3.875% Senior Notes due 2025, between Unum Group and the several underwriters named in Schedule II thereto.

 

4.1 Form of 3.875% Senior Note due 2025.

 

5.1 Opinion of Sullivan & Cromwell LLP, dated November 5, 2015, as to the validity of the Notes.

 

23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

 

99.1 News release of Unum Group dated November 5, 2015, concerning the offering of the Notes.

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.

 

   

Unum Group

(Registrant)

Date: November 5, 2015     By:   /s/ J. Paul Jullienne
      Name:   J. Paul Jullienne
      Title:   Vice President, Managing Counsel, and Corporate Secretary

INDEX TO EXHIBITS

 

Exhibit No.

   

Description

1.1    Underwriting Agreement, dated November 2, 2015, with respect to 3.875% Senior Notes due 2025, between Unum Group and the several underwriters named in Schedule II thereto.
4.1    Form of 3.875% Senior Note due 2025.
5.1    Opinion of Sullivan & Cromwell LLP, dated November 5, 2015, as to the validity of the Notes.
23.1    Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
99.1    News release of Unum Group dated November 5, 2015, concerning the offering of the Notes.