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CNO Financial Group, Inc. 8-K 2009 \
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 8, 2009
 CONSECO,
INC.
(Exact
Name of Registrant as Specified in Charter)
11825
North Pennsylvania Street
Carmel,
Indiana 46032
(Address
of Principal Executive Offices) (Zip Code)
(317)
817-6100
(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:
On
December 8, 2009, Conseco, Inc. (the “Company”) entered into Amendment No. 3
to its Second Amended and Restated Credit Agreement (the “Amendment”). The
Amendment will become effective upon the closing of the Company’s previously
announced proposed public offering of common stock.
The
changes to the senior credit facility will include:
The
Company has agreed to pay $150 million of the first $200 million of net proceeds
from its proposed public offering of common stock to the lenders and, in
addition, to pay 50% of any net proceeds in excess of $200 million from the
offering. The credit facility currently requires the Company to pay
50% of the net proceeds of any equity issuance to the lenders.
The
Amendment modifies the Company’s principal repayment schedule to eliminate any
principal payments in 2010 and provides for principal payments of $35 million in
2011, $40 million in 2012 and $40 million in 2013. The Company
currently is required to make principal repayments equal to 1% of the initial
principal balance each year, subject to certain adjustments, and to make
additional principal repayments from excess cash flow. The current
principal balance of the senior credit facility is $817.8 million, and the
senior credit facility matures in October 2013.
The
Amendment also provides that the 1% payment in kind, or PIK, interest that has
accrued since March 30, 2009 as an addition to the principal balance under the
senior credit facility will be replaced with a payment of an equal amount of
cash interest. The amount of accrued PIK interest (expected to be
approximately $6 million) will be paid in cash when the amendment becomes
effective. The deletion of the 1% PIK interest and the payment of an
equal amount of cash interest will not impact reported interest
expense. The Amendment will become effective on the date, on or
before January 15, 2010 (unless extended by the agent for the lenders), on which
the Company makes the principal payment described above from the net proceeds of
the public offering of the common stock. In connection with the
amendment, the Company expects to incur approximately $2.3 million of fees and
expenses and to write off approximately $1 million of unamortized debt issuance
costs.
The
Amendment is attached hereto as Exhibit 10.1.
There is
no additional incurrence of indebtedness to the Company pursuant to Amendment
No. 3 to the Second Amended and Restated Credit Agreement. The
information set forth in Item 1.01 is incorporated into this Item
2.03.
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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 hereunto
duly authorized.
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