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): September 24, 2018

 

 

Assurant, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-31978

 

DE		39-1126612
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

28 Liberty Street, 41st Floor

New York, New York 10005

(Address of principal executive offices, including zip code)

(212) 859-7000

(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:

 

☐	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))

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.   ☐

 

 

 

Item 8.01

Other Events

On September 24, 2018, certain affiliates of TPG Global, LLC completed the sale of 1,000,000 shares of Assurant, Inc.’s common stock, par value $0.01 per share, directly to an institutional investor, at a public offering price of $105.14 per share (the “Offering”).

The Offering is being made pursuant to (i) an effective Registration Statement on Form S-3 (File No. 333-222648) filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2018, including a related base prospectus dated January 22, 2018 and (ii) a related prospectus supplement dated September 18, 2018 and filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

5.1		Opinion of Carey S. Roberts.
23.1		Consent of Carey S. Roberts (included in Exhibit 5.1).

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.

 

				Assurant, Inc.
Date: September 24, 2018				By:		/s/ Carey S. Roberts
						Carey S. Roberts
						Executive Vice President, Chief Legal Officer and Secretary

Exhibit 5.1

September 24, 2018

Assurant, Inc.

28 Liberty Street

41st Floor

New York, New York 10005

Ladies and Gentlemen:

I am Executive Vice President, Chief Legal Officer and Secretary of Assurant, Inc., a Delaware corporation (the “Company”), and as such, have served as counsel for the Company in connection with the sale in a brokered transaction by the selling stockholders listed in the Prospectus Supplement (as defined below) of 1,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Securities”) pursuant to the Company’s registration statement on Form S-3 (File No. 333-222648) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on January 22, 2018 and a related prospectus supplement dated September 18, 2018 (the “Prospectus Supplement”) filed with the SEC pursuant to Rule 424(b)(7) under the Act.

I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination and subject to the additional assumptions and qualifications set forth below, I advise you that, in my opinion, the Shares have been duly authorized by the Company and are validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the federal laws of the United States and the laws of the States of Delaware and New York, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

I have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed, without independent verification, that (i) all documents submitted to me as originals are authentic and complete, (ii) all documents submitted to me as copies conform to authentic, complete originals, (iii) all signatures on all documents that I reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that I reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that I reviewed were and are accurate.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

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[Signature Page to Exhibit 5 Opinion]