CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83.
Confidential Draft Submission submitted to the U.S. Securities and Exchange Commission on December 23, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission, and all information herein remains confidential.
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Jackson Financial Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 98-0486152 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
1 Corporate Way Lansing, Michigan | 48951 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(517) 381-5500
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
Class A Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
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. ☐
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83.
Jackson Financial Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between the Items of Form 10 and the Information Statement
This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
Item No. | Item Caption | Location in Information Statement | ||
1. | Business | See “Summary,” “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “The Demerger,” “Recapitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Where You Can Find More Information.” | ||
1A. | Risk Factors | See “Summary,” “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” | ||
2. | Financial Information | See “Summary,” “Risk Factors,” “Recapitalization,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Financial Information,” “Key Non-GAAP Financial and Operating Measures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk.” | ||
3. | Properties | See “Business—Properties.” | ||
4. | Security Ownership of Certain Beneficial Owners and Management | See “Beneficial Ownership of Common Stock.” | ||
5. | Directors and Executive Officers | See “Management.” | ||
6. | Executive Compensation | See “Management” and “Executive Compensation.” | ||
7. | Certain Relationships and Related Transactions and Director Independence | See “Risk Factors,” “Certain Relationships and Related Person Transactions” and “Management.” | ||
8. | Legal Proceedings | See “Business—Legal Proceedings.” | ||
9. | Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters | See “The Demerger,” “Dividend Policy,” “Beneficial Ownership of Common Stock,” “Description of Capital Stock” and “Shares Available for Future Sale.” | ||
10. | Recent Sales of Unregistered Securities | On July 17, 2020, pursuant to an investment agreement with Athene Life Re Ltd. (“Athene”), Athene invested $500 million in Jackson Financial Inc. (“JFI”) in exchange for 87 shares of Class A common stock and 13 shares of Class B common stock representing a 9.9% voting interest corresponding to a 11.1% economic interest. The sale of Class A common stock and Class B common stock was made in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. |
- 2 - |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83.
Item No. | Item Caption | Location in Information Statement | ||
On June 17, 2020, Prudential plc (“Prudential”) and Jackson Finance, LLC (“Jackson Finance”) entered into an Assignment and Assumption Agreement, whereby the Brooke Life Insurance Company (“Brooke Life”) $2.0 billion surplus note issued by Brooke Life and held by Prudential was assigned to Jackson Finance in connection with debt restructuring transactions. Subsequently, the Brooke Life surplus note was contributed to JFI and JFI issued 374 shares of Class A common stock to Prudential (US Holdco 1) Limited (“PUSH”) pursuant to a subscription agreement, ultimately resulting in a cashless transaction.
On June 24, 2020, JFI entered into a Supplemental Agreement in respect to JFI’s $350.0 million loan with Standard Chartered Bank, pursuant to which JFI transferred the loan to Prudential, which was the guarantor of the loan. JFI established a payable to Prudential for $350.0 million, plus all outstanding interest due on the loan, and Prudential, in turn, set up a receivable, which was contributed to JFI’s parent. Subsequently, JFI issued 66 shares of Class A common stock to PUSH pursuant to a subscription agreement and accepted this receivable in settlement of the share subscription under a deed of assignment and settlement, ultimately resulting in a cashless transaction. | ||||
11. | Description of Registrant’s Securities to be Registered | See “Description of Capital Stock.” | ||
12. | Indemnification of Directors and Officers | See “Risk Factors,” “Certain Relationships and Related Person Transactions” and “Description of Capital Stock—Limitations on Liability and Indemnification.” | ||
13. | Financial Statements and Supplementary Data | See “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Index to Combined Financial Statements, Notes and Schedules” and the financial statements referenced therein. | ||
14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None. | ||
15. | Financial Statements and Exhibits | (a) Financial Statements
See “Index to Combined Financial Statements, Notes and Schedules” and the financial statements referenced therein.
(b) Exhibits
See below. |
- 3 - |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83.
The following documents are filed as exhibits hereto:
Exhibit No. | Exhibit Descriptions | |
2.1# | Form of Demerger Agreement, dated as of , 2021, between Prudential plc and Jackson Financial Inc. | |
3.1# | Form of Amended and Restated Certificate of Incorporation of Jackson Financial Inc. | |
3.2# | Form of Amended and Restated Bylaws of Jackson Financial Inc. | |
4.1# | Form of Class A Common Stock Certificate. | |
10.1# | Form of Registration Rights Agreement, dated as of , 2021, between Jackson Financial Inc. and Prudential plc. | |
10.2# | Coinsurance Agreement, dated as of June 18, 2020, by and between Jackson National Life Insurance Company and Athene Life Re Ltd. | |
10.3# | Investment Agreement, dated as of June 18, 2020, by and between Athene Life Re Ltd. and Brooke (Holdco1) Inc. | |
10.4# | Stockholder Agreement, dated as of July 17, 2020, among Jackson Financial Inc. (f/k/a Brooke (Holdco1) Inc.), Prudential (US Holdco 1) Limited, Athene Life Re Ltd. and any Person who becomes a party thereto pursuant to Section 3.1(c) thereof. | |
10.5# | Registration Rights Agreement, dated as of July 17, 2020, by and between Jackson Financial Inc. (f/k/a Brooke (Holdco1) Inc.) and Athene Life Re Ltd. | |
10.8#† | Jackson Financial Inc. 2021 Long-Term Incentive Plan. | |
10.9# | Form of Director Indemnification Agreement. | |
21.1# | List of subsidiaries of Jackson Financial Inc. | |
99.1* | Preliminary Information Statement of Jackson Financial Inc., subject to completion, dated December 23, 2020. | |
99.2# | Form of Notice of Internet Availability of Information Statement Materials. |
* | Filed herewith. |
† | Identifies each management contract or compensatory plan or arrangement. |
# | To be filed by amendment. |
- 4 - |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
JACKSON FINANCIAL INC. | ||
By: |
| |
Name: | ||
Title: |
Dated: , 2021
- 5 - |