Form 8-K KEMPER Corp For: Dec 10
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): December 10, 2014
Kemper Corporation
(Exact name of registrant as specified in its charter)
�
Commission File Number: 001-18298
�
DE | � | 95-4255452 |
(State or other jurisdiction of incorporation) | � | (IRS Employer Identification No.) |
One East Wacker Drive, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrants telephone number, including area code)
(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 December�11, 2014, the registrant, Kemper Corporation (Kemper), issued a press release announcing that it has entered into a definitive agreement to acquire Alliance United Group and its wholly-owned subsidiaries, in a cash transaction valued at approximately $70 million. The parties expect to close the transaction in the first half of 2015, subject to approvals by insurance regulators and the satisfaction of other customary closing conditions. After completion of the transaction, Kemper plans to contribute up to $75 million of capital to support the book of business acquired. The press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
This report may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events, and can be identified by the fact that they relate to future actions, performance or results rather than strictly to historical or current facts.
Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this report. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict, and are not guarantees of future performance. Among the general factors that could cause actual results and financial condition to differ materially from estimated results and financial condition are those listed in periodic reports filed by Kemper with the Securities and Exchange Commission (the SEC). No assurances can be given that the results and financial condition contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. Kemper assumes no obligation to publicly correct or update any forward-looking statements as a result of events or developments subsequent to the date of this report. The reader is advised, however, to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.
Section�9. Financial Statements and Exhibits
Item 9.01����Financial Statements and Exhibits.
(d)�Exhibits
99.1����Kemper Corporation press release dated December�11, 2014.
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.
� | � | Kemper Corporation | ||
Date: | December�11, 2014 | /s/�Frank J. Sodaro | ||
� | Frank J. Sodaro | |||
� | Senior Vice President and Chief Financial Officer |
Exhibit Index
99.1 | Registrants press release dated December 11, 2014. |
Exhibit 99.1
� | Kemper Corporation One East Wacker Drive Chicago, IL 60601 kemper.com | |
� | ||
� | ||
� | ||
� | Press Release |
December 11, 2014
Kemper Corporation Announces Agreement to Acquire Alliance United Group
CHICAGO--(BUSINESS WIRE)-Kemper Corporation (NYSE: KMPR) announced today that it has entered into a definitive agreement to acquire Alliance United Group and its wholly-owned subsidiaries, in a cash transaction valued at approximately $70 million. The parties expect to close the transaction in the first half of 2015, subject to approvals by insurance regulators and the satisfaction of other customary closing conditions.
With this acquisition, Alliance United, a top five writer of non-standard auto insurance in California, will expand Kempers presence in the state. Alliance United expects its 2014 direct written premiums to total more than $300 million. After completion of the deal, Kemper plans to contribute up to $75 million of capital to support this book of business.
We are pleased at the prospect of Alliance United joining the Kemper family of companies, said Donald G. Southwell, Kempers Chairman, President and Chief Executive Officer. This acquisition is a great addition to Kempers strong personal lines insurance businesses and increases our capabilities to serve the non-standard private passenger auto market.
Foley & Lardner LLP is serving as legal advisor for Kemper. Sherman & Company LLC is acting as financial advisor to Alliance United Group and Sidley Austin LLP as its legal advisor.
About Kemper
Kemper is a diversified insurance holding company with subsidiaries that provide an array of products to the individual and business markets:
" | Auto insurance |
" | Homeowners insurance |
" | Renters insurance |
" | Life insurance |
" | Health insurance |
Kemper markets to its customers through a network of independent agents, brokers and career agents.
Additional information about Kemper is available by visiting kemper.com.
About Alliance United
Founded in 2004, Alliance United is a privately-held company that distributes automotive insurance exclusively through a network of more than 900 producers across nearly 2,000 locations. The Company has long-standing relationships with these brokers, a bond that positions Alliance for continued growth in the California auto insurance market.
Contact
Investors: ����Diana Hickert-Hill
312.661.4930
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