Form 8-K KEMPER Corp For: Aug 01
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E-mailUNITED 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): August 1, 2022
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(Registrant’s 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨
Section 8. – Other Events
| Item 8.01. | Other Events. | ||||
On August 1, 2022, Kemper Corporation (“Kemper” or the “Company”) announced that it has agreed to sell Reserve National Insurance Company and its subsidiaries, which are predominantly focused on accident and health insurance, to Medical Mutual of Ohio for $90 million. The transaction is subject to regulatory approval and other closing conditions with an expected closing in late 2022 or early 2023.
A copy of the press release announcing the transaction is attached as Exhibit 99.1.
Caution Regarding Forward-Looking Statements
This Current Report on Form 8-K 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. Actual future results and financial condition may differ materially from these statements. These statements may also be impacted by the COVID-19 pandemic. For information on additional risks that may impact our forward-looking statements, please refer to the Company’s periodic reports filed with the Securities and Exchange Commission (“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
Exhibit Number | Exhibit Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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: | August 1, 2022 | /s/ C. Thomas Evans, Jr. | ||||||||||||
C. Thomas Evans, Jr. | ||||||||||||||
Executive Vice President, Secretary and General Counsel | ||||||||||||||
Exhibit 99.1
 | Kemper Corporation 200 East Randolph Street Suite 3300 Chicago, IL 60601 kemper.com | ||||
| Press Release | |||||
Kemper Announces Agreement to Sell Reserve National
to Medical Mutual of Ohio
CHICAGO, August 1, 2022 — Kemper Corporation (NYSE: KMPR) has agreed to sell Reserve National Insurance Company and its subsidiaries, which are predominantly focused on accident and health insurance, to Medical Mutual of Ohio for $90 million. The transaction is subject to regulatory approval and other closing conditions with an expected closing in late 2022 or early 2023.
Reserve National is based in Oklahoma City, and sells accident and health insurance products in both the individual and group markets with written premiums of over $170 million in 2021. Founded in 1934 and headquartered in Cleveland, Medical Mutual is one of Ohio’s oldest and largest health insurance companies and offers health, life, disability, dental, vision and indemnity plans to Ohio residents.
“This transaction aligns with Kemper’s strategic intent and is a great fit for Medical Mutual of Ohio,” said Joseph P. Lacher, Jr., Kemper’s President, CEO and Chairman. “It will allow Kemper to increase our focus and invest additional resources in the P&C and life insurance businesses that are providing sustainable, competitive advantages to better deliver value to all our stakeholders.” Kemper expects to record a gain upon completion of the transaction.
Tom Dewey, Medical Mutual Executive Vice President, People and Strategy added: “This is an opportunity for Medical Mutual to strengthen our market position, as this transaction allows us to immediately expand our current product offerings. And while Ohio is our home, we also look at this as an opportunity to strategically expand our geographic footprint as a framework for future growth.”
Kemper management will be available to answer questions related to the transaction during the Company’s second quarter earnings conference call on Monday, August 1 at 5:00 p.m. Eastern Time. Details can be found in the investor section of Kemper.com.
About Kemper
The Kemper family of companies is one of the nation’s leading specialized insurers. With approximately $14 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Auto, Personal Insurance, Life and Health brands. Kemper serves over 6.2 million policies, is represented by approximately 34,500 agents and brokers, and has approximately 10,400 associates dedicated to meeting the ever-changing needs of its customers. Learn more about Kemper at kemper.com.
Cautionary Statements Regarding Forward-Looking Information
This press release may contain 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 press release. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict and are not guarantees of future performance. 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 press release. The reader is advised, however, to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.
Contacts:
Investors: Karen Guerra, 312.668.9720, investors@kemper.com
News Media: Barbara Ciesemier, 312.661.4521, bciesemier@kemper.com
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