Current Report Filing (8-k)
02 6월 2017 - 5:52AM
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 25, 2017
AMERICAN FINANCIAL
GROUP, INC.
(Exact name of registrant
as specified in its charter)
Ohio
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1-13653
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31-1544320
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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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301 East Fourth Street, Cincinnati, OH
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45202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone
number, including area code: (
513) 579-2121
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(Former name or former address, if changed since last report.)
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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.
¨
On May 25, 2017, American Financial Group,
Inc. (the “Registrant”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Registrant
and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as representatives
of the several underwriters, relating to the issuance and sale of $350 million aggregate principal amount of the Registrant’s
4.500% Senior Notes due 2047 (the “Notes”).
For a description of the Notes, see the
materials set forth in the section captioned “Description of Debt Securities” in the Registration Statement described
below and the materials set forth in the section captioned “Description of Notes” in the Prospectus Supplement of the
Registrant dated May 25, 2017 and filed with the Commission on May 26, 2017 pursuant to Rule 424(b) under the Act, which is incorporated
in this Current Report on Form 8-K by reference.
The Indenture is incorporated by reference
as Exhibit 4.1, the Eighth Supplemental Indenture is filed as Exhibit 4.2 and a specimen copy of the Notes is filed as Exhibit
4.3 in this Current Report on Form 8-K. The foregoing description of the Notes and the other documents relating to this transaction
does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents,
forms or copies of which are incorporated in this Current Report on Form 8-K by reference.
The Notes 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
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Item 9.01
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Financial Statements and Exhibits.
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1
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Purchase Agreement dated as of May 25, 2017 among the Registrant and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, and Wells Fargo Securities, LLC as representatives of the several underwriters.
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4.1
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Senior Debt Securities Indenture dated as of November 12, 1997, between the Registrant, as Issuer, U.S. Bank National Association
(formerly known as Star Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-A dated
April 19, 1999).
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4.2
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Form of Eighth Supplemental Indenture dated as of June 2, 2017 between the Registrant, as Issuer and U.S. Bank National Association,
as Trustee.
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4.3
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Form of 4.500% Senior Notes due 2047 (included in Exhibit 4.2).
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5
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Opinion of Keating Muething & Klekamp PLL.
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23
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Consent of Keating Muething & Klekamp PLL (included in Exhibit 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 thereunto duly
authorized.
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AMERICAN FINANCIAL GROUP, INC.
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Date: June 1, 2017
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By:
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/s/ Mark A. Weiss
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Mark A. Weiss
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Vice President
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American Financial (NYSE:AFG)
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American Financial (NYSE:AFG)
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부터 7월(7) 2023 으로 7월(7) 2024