Additional Documents Incorporated by Reference. Exhibit 12.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2012. Direct dial: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇ Toll Free Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Protective Life Corporation $[ ] principal amount, [ ]% Subordinated Debentures due May 15, 2042 Ladies and Gentlemen: I am Executive Vice President, Secretary and General Counsel of Protective Life Corporation, a Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the several purchases today by you and the other Underwriters named in Schedule I(a) to the Purchase Agreement, dated May [ ], 2012 (the “Purchase Agreement”), between the Company and you, as representatives of the several Underwriters named therein (the “Underwriters”), of $[ ] aggregate principal amount of [ ]% Subordinated Debentures due May 15, 2042 (the “Debentures”) issued by the Company pursuant to the Subordinated Indenture, dated as of June 1, 1994 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 9, dated as of May [ ], 2012 (“Supplemental Indenture No. 9”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-175224), as amended or supplemented, including the Incorporated Documents (as defined below) and the information deemed to be part of the registration statement pursuant to Rule 430B (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (b) the prospectus, dated June 29, 2011 (the “Base Prospectus”), (c) the preliminary prospectus supplement dated May 15, 2012 (together with the Base Prospectus and the Incorporated Documents (as defined below), the “Preliminary Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (d) the final prospectus supplement, dated May [ ], 2012 (the “Prospectus Supplement” and, together with the Base Prospectus and the Incorporated Documents (as defined below), the “Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (e) the Base Indenture, as supplemented by Supplemental Indenture No. 9 (together, the “Indenture”), (f) the Debentures issued pursuant to the Indenture, (g) the documents listed in Schedule A (the “Incorporated Documents”), (h) the Pricing Disclosure Package (as defined in the Purchase Agreement and hereinafter referred to as the “Pricing Disclosure Package”), and (i) such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. I am of the following opinion: I. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction. II. The documents incorporated by reference in the Registration Statement and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Time (other than the financial statements and related notes, the financial statement schedules and other financial data included or incorporated by reference therein as to which I express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and I have no reason to believe that any of such documents, when such documents become effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. III. The Company has an authorized capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof in the Prospectus; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. IV. Each subsidiary of Protective Life Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures; except as otherwise disclosed in the Pricing Prospectus or as would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole and would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures, all of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to my knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; to my knowledge, none of the outstanding shares of capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary except where such violation would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures. V. The issue and sale of the Debentures and the compliance by the Company with all of the provisions of the Debentures, the Indenture and the Purchase Agreement (including the consummation of the transactions therein contemplated and the use of the proceeds from the sale of the Debentures as described in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with all of its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in all such cases, for such conflicts, breaches, violations, defaults, Repayment Events, liens, charges or encumbrances as would not reasonably be expected to have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole and would not have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom, or (ii) result in any violation of the provisions of (A) the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries or (B) any statute known to me to be applicable to the Company or any of its subsidiaries or any of their respective properties, or any order, rule or regulation known to me of any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, with respect to clause (B) of this paragraph (V), such violations as would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom; and except that for purposes of this paragraph (V) I do not express any opinion as to any violation of any federal or state securities laws or Blue Sky or insurance securities laws; provided further, that insofar as performance by the Company of its obligations under the Indenture and the Purchase Agreement is concerned, I do not express any opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and as to general equity principles. VI. No consent, approval, authorization, order, registration or qualification of or with any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries is required for the issue and sale of the Debentures or the consummation by the Company of the transactions contemplated by the Purchase Agreement, the Debentures or the Indenture, except such as have been, or will have been obtained under the Securities Act, the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under the state securities or Blue Sky laws or insurance securities laws in connection with the purchase and distribution of the Debentures by the Underwriters, and except those which, if not obtained, would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole. VII. There are no actions, suits or proceedings before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to my knowledge, threatened, to which the Company or any of its subsidiaries is the subject of a character required under the Federal securities laws to be disclosed in the Registration Statement or Prospectus which are not adequately disclosed in the Registration Statement or Prospectus. VIII. All descriptions in the Registration Statement of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects; to my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits to the Registration Statement or to the documents incorporated by reference to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. Except as specifically noted above, I have not myself checked the accuracy or completeness of or otherwise independently verified, and am not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto. However, in the course of my review and discussion of the contents of the Registration Statement, the Base Prospectus, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto with certain officers and employees of the Company and its independent accountants, but without independent check or verification, nothing has come to my attention that would cause me to believe that: (i) any part of the Registration Statement, at the time such Registration Statement or any such amendment or supplement became effective, or any amendment or supplement thereto made prior to the Closing Time contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package as of the Applicable Time (as defined in the Purchase Agreement) contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of the date of the Prospectus or as of the Closing Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to the financial statements or other financial data derived from accounting records contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as to the report of management’s assessment of the effectiveness of internal control over financial reporting or the auditors’ attestation report thereon, each as included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or as to the statement of the eligibility and qualification of the Trustee under the Indenture. I am admitted to the Bar of the State of Alabama only and the foregoing opinion is limited to the Federal laws of the United States, the laws of the State of Alabama and the General Corporation Law of the State of Delaware and I am expressing no opinion as to the laws of any other jurisdiction. 1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2011; 2) The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2012; and 3) The Company’s Current Reports on Form 8-K filed with the Commission on May 14, 2012 and May 15, 2012 (but excluding, with the exception of Exhibit 12.1, the May 15, 2012 Form 8-K that was furnished under Item 7.01). Direct dial: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇ Toll Free Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Protective Life Corporation $[ ] principal amount, [ ]% Subordinated Debentures due May 15, 2042 Ladies and Gentlemen:
Appears in 1 contract
Additional Documents Incorporated by Reference. Exhibit 12.1 12 to the Company’s Current Report on Form 8-K filed with the Commission on May August 15, 2012. Direct dial: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇ Toll Free Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Transaction Management Re: Protective Life Corporation $[ [$ ] principal amount, [ ]% . %] Subordinated Debentures due May 15August [ ], 2042 Ladies and Gentlemen: I am Executive Vice President, Secretary and General Counsel of Protective Life Corporation, a Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the several purchases today by you and the other Underwriters named in Schedule I(a) to the Purchase Agreement, dated May August [ ], 2012 (the “Purchase Agreement”), between the Company and you, as representatives of the several Underwriters named therein (the “Underwriters”), of $[ [$ ] aggregate principal amount of [ ]% . %] Subordinated Debentures due May 15August [ ], 2042 (the “Debentures”) issued by the Company pursuant to the Subordinated Indenture, dated as of June 1, 1994 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 910, dated as of May August [ ], 2012 (“Supplemental Indenture No. 910”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-175224), as amended or supplemented, including the Incorporated Documents (as defined below) and the information deemed to be part of the registration statement pursuant to Rule 430B (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (b) the prospectus, dated June 29, 2011 (the “Base Prospectus”), (c) the preliminary prospectus supplement dated May 15August [ ], 2012 (together with the Base Prospectus and the Incorporated Documents (as defined below), the “Preliminary Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (d) the final prospectus supplement, dated May August [ ], 2012 (the “Prospectus Supplement” and, together with the Base Prospectus and the Incorporated Documents (as defined below), the “Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (e) the Base Indenture, as supplemented by Supplemental Indenture No. 9 10 (together, the “Indenture”), (f) the Debentures issued pursuant to the Indenture, (g) the documents listed in Schedule A (the “Incorporated Documents”), (h) the Pricing Disclosure Package (as defined in the Purchase Agreement and hereinafter referred to as the “Pricing Disclosure Package”), and (i) such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. I am of the following opinion:
I. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.
II. The documents incorporated by reference in the Registration Statement and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Time (other than the financial statements and related notes, the financial statement schedules and other financial data included or incorporated by reference therein as to which I express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and I have no reason to believe that any of such documents, when such documents become effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
III. The Company has an authorized capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof in the Prospectus; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company.
IV. Each subsidiary of Protective Life Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures; except as otherwise disclosed in the Pricing Prospectus or as would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole and would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures, all of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to my knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; to my knowledge, none of the outstanding shares of capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary except where such violation would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures.
V. The issue and sale of the Debentures and the compliance by the Company with all of the provisions of the Debentures, the Indenture and the Purchase Agreement (including the consummation of the transactions therein contemplated and the use of the proceeds from the sale of the Debentures as described in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with all of its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in all such cases, for such conflicts, breaches, violations, defaults, Repayment Events, liens, charges or encumbrances as would not reasonably be expected to have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole and would not have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom, or (ii) result in any violation of the provisions of (A) the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries or (B) any statute known to me to be applicable to the Company or any of its subsidiaries or any of their respective properties, or any order, rule or regulation known to me of any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, with respect to clause (B) of this paragraph (V), such violations as would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom; and except that for purposes of this paragraph (V) I do not express any opinion as to any violation of any federal or state securities laws or Blue Sky or insurance securities laws; provided further, that insofar as performance by the Company of its obligations under the Indenture and the Purchase Agreement is concerned, I do not express any opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and as to general equity principles.
VI. No consent, approval, authorization, order, registration or qualification of or with any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries is required for the issue and sale of the Debentures or the consummation by the Company of the transactions contemplated by the Purchase Agreement, the Debentures or the Indenture, except such as have been, or will have been obtained under the Securities Act, the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under the state securities or Blue Sky laws or insurance securities laws in connection with the purchase and distribution of the Debentures by the Underwriters, and except those which, if not obtained, would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole.
VII. There are no actions, suits or proceedings before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to my knowledge, threatened, to which the Company or any of its subsidiaries is the subject of a character required under the Federal securities laws to be disclosed in the Registration Statement or Prospectus which are not adequately disclosed in the Registration Statement or Prospectus.
VIII. All descriptions in the Registration Statement of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects; to my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits to the Registration Statement or to the documents incorporated by reference to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. Except as specifically noted above, I have not myself checked the accuracy or completeness of or otherwise independently verified, and am not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto. However, in the course of my review and discussion of the contents of the Registration Statement, the Base Prospectus, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto with certain officers and employees of the Company and its independent accountants, but without independent check or verification, nothing has come to my attention that would cause me to believe that:
(i) any part of the Registration Statement, at the time such Registration Statement or any such amendment or supplement became effective, or any amendment or supplement thereto made prior to the Closing Time contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) the Pricing Disclosure Package as of the Applicable Time (as defined in the Purchase Agreement) contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) the Prospectus, as of the date of the Prospectus or as of the Closing Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to the financial statements or other financial data derived from accounting records contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as to the report of management’s assessment of the effectiveness of internal control over financial reporting or the auditors’ attestation report thereon, each as included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or as to the statement of the eligibility and qualification of the Trustee under the Indenture. I am admitted to the Bar of the State of Alabama only and the foregoing opinion is limited to the Federal laws of the United States, the laws of the State of Alabama and the General Corporation Law of the State of Delaware and I am expressing no opinion as to the laws of any other jurisdiction.. Very truly yours, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2011;
2) The Company’s Quarterly Reports on Form 10-Q for the quarter quarters ended March 31, 2012 and June 30, 2012; and
3) The Company’s Current Reports on Form 8-K filed with the Commission on May 14, 2012 and 2012, May 15, 2012 (but excludingexcluding the information furnished under Item 7.01), with the exception of Exhibit 12.1May 18, the 2012, May 22, 2012, May 31, 2012, July 23, 2012, and August 15, 2012 Form 8-K that was (excluding the information furnished under Item 7.01). Direct dial: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇ Toll Free Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Transaction Management Re: Protective Life Corporation $[ [$ ] principal amount, [ ]% . %] Subordinated Debentures due May 15August [ ], 2042 Ladies and Gentlemen:
Appears in 1 contract
Additional Documents Incorporated by Reference. Exhibit 12.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15None. February [●], 2012. Direct dial: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇ Toll Free Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC 2016 ▇▇▇▇▇▇▇ Lynch▇, PierceSachs & Co. c/o Goldman, ▇▇▇▇▇▇ & ▇▇Co. ▇▇▇ Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Re: Protective Life ▇▇▇▇ Corporation $[ ] principal amount, [ ]% Subordinated Debentures due May 15, 2042 - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I am Executive Vice Presidentto such agreement (collectively, Secretary and General Counsel of Protective Life the “Underwriters”), with ▇▇▇▇ Corporation, a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) by the Underwriters of [●] depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of the Company’s [ ]% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share (the “Preferred Stock”), of the Company. The Preferred Stock will be convertible into a variable number of shares of Common Stock (the “Common Stock”), par value $1.00 per share, of the Company (each share of Common Stock, a “Share”). In consideration of the agreement by the Underwriters to offer and sell the Depositary Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that during the period commencing on the date hereof and ending 60 days after the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such I am delivering Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase in the Public Offering. The restrictions in this opinion Lock-Up Agreement shall not apply to:
(i) any transactions relating to the Undersigned’s Shares acquired in the open market after the closing of the Public Offering, provided that with respect to any sale or other disposition of such Shares, no filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other public announcement shall be required or shall be voluntarily made by any party in connection with subsequent sales of such Shares acquired in such open market transactions during the Lock-Up Period,
(ii) any exercise of options or vesting or exercise of any other equity-based award, in each case under the Company’s equity incentive plan or any other plan or agreement described in the prospectus included or incorporated by reference in the registration statement, including any dispositions in connection with the several purchases today “cashless” exercise of stock options and any open market transactions in connection with the payment of taxes due upon such exercise or vesting, provided that any such Shares received upon such exercise or vesting will also be subject to this Lock-Up Agreement,
(iii) transfers as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by you the restrictions set forth herein and provided further that no filing under Section 16(a) of the Exchange Act (other Underwriters named than a filing on a Form 5) or other public disclosure reporting a reduction in Schedule I(abeneficial ownership of securities of the Company, shall be required or shall be voluntarily made during the Lock-Up Period,
(iv) transfers to (i) an immediate family member or (ii) family trust, family limited partnership or family limited liability company, in each case, for the direct or indirect benefit of the undersigned or an immediate family member of the undersigned, provided that the family member, trustee of the trust, family limited partnership or family limited liability company, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that (i) any such transfer shall not involve a disposition for value and (ii) no filing under Section 16(a) of the Exchange Act (other than a filing on a Form 5) or other public disclosure reporting a reduction in beneficial ownership of securities of the Company, shall be required or shall be voluntarily made during the Lock-Up Period,
(v) if the undersigned is a partnership, limited liability company or corporation, transfers to the Purchase Agreement, dated May [ ], 2012 undersigned’s affiliates (within the “Purchase Agreement”), between the Company and you, meaning set forth in Rule 405 as representatives of the several Underwriters named therein (the “Underwriters”), of $[ ] aggregate principal amount of [ ]% Subordinated Debentures due May 15, 2042 (the “Debentures”) issued promulgated by the Company pursuant to the Subordinated Indenture, dated as of June 1, 1994 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 9, dated as of May [ ], 2012 (“Supplemental Indenture No. 9”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-175224), as amended or supplemented, including the Incorporated Documents (as defined below) and the information deemed to be part of the registration statement pursuant to Rule 430B (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) SEC under the Securities Act of 1933, as amended (the “Securities Act”), (bamended) the prospectus, dated June 29, 2011 (the “Base Prospectus”), (c) the preliminary prospectus supplement dated May 15, 2012 (together or to any investment fund or other entity controlled by or under common control or management with the Base Prospectus and undersigned or its affiliates, provided that the Incorporated Documents (affiliate, investment fund or other entity, as defined below)applicable, the “Preliminary Prospectus”) relating agrees to the offering of the Debentures be bound in the form filed writing by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (d) the final prospectus supplement, dated May [ ], 2012 (the “Prospectus Supplement” and, together with the Base Prospectus and the Incorporated Documents (as defined below), the “Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (e) the Base Indenture, as supplemented by Supplemental Indenture No. 9 (together, the “Indenture”), (f) the Debentures issued pursuant to the Indenture, (g) the documents listed in Schedule A (the “Incorporated Documents”), (h) the Pricing Disclosure Package (as defined in the Purchase Agreement and hereinafter referred to as the “Pricing Disclosure Package”)restrictions set forth herein, and provided further that (i) any such other corporate records, certificates transfer shall not involve a disposition for value and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. I am (ii) no filing under Section 16(a) of the following opinion:
I. The Company has been duly incorporated and is validly existing as Exchange Act or other public disclosure reporting a corporation reduction in good standing under the laws beneficial ownership of securities of the State of DelawareCompany, with corporate power and authority to own its properties and conduct its business as described in shall be required or shall be voluntarily made during the ProspectusLock-Up Period,
(vi) transfers by testate or intestate succession, and has been duly qualified as a foreign corporation for provided that the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure transferee agrees to be so qualified bound in any such jurisdiction.
II. The documents incorporated by reference in the Registration Statement and the Prospectus or any further amendment or supplement thereto made writing by the Company prior to restrictions set forth herein,
(vii) the Closing Time (other than the financial statements and related notesestablishment of any written contract, the financial statement schedules and other financial data included instruction or incorporated by reference therein as to which I express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in plan that satisfies all material respects with of the requirements of the Securities Act or Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act, as applicable, and or sales pursuant to any Rule 10b5-1 Plan currently in effect on the rules and regulations date hereof; provided that no sales of the Commission thereunderUndersigned’s Shares or securities convertible into, or exchangeable or exercisable for, the Undersigned’s Shares, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); and I have provided further that no reason to believe that any of such documents, when such documents become effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
III. The Company has an authorized capitalization as set forth in the Prospectus; all filing under Section 16(a) of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof in the Prospectus; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive Exchange Act or other similar rights public disclosure reporting a reduction in beneficial ownership of any securityholder securities of the Company., shall be required or shall be voluntarily made during the Lock-Up Period, and
IV. Each subsidiary of Protective Life Corporation has been duly incorporated and is validly existing as a corporation in good standing under (viii) transfers or sales made with the laws prior written consent of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason Representative on behalf of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures; except as otherwise disclosed in the Pricing Prospectus or as would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole and would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures, all of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to my knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; to my knowledge, none of the outstanding shares of capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary except where such violation would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the DebenturesUnderwriters.
V. The issue and sale of the Debentures and the compliance by the Company with all of the provisions of the Debentures, the Indenture and the Purchase Agreement (including the consummation of the transactions therein contemplated and the use of the proceeds from the sale of the Debentures as described in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with all of its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in all such cases, for such conflicts, breaches, violations, defaults, Repayment Events, liens, charges or encumbrances as would not reasonably be expected to have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole and would not have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom, or (ii) result in any violation of the provisions of (A) the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries or (B) any statute known to me to be applicable to the Company or any of its subsidiaries or any of their respective properties, or any order, rule or regulation known to me of any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, with respect to clause (B) of this paragraph (V), such violations as would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom; and except that for purposes of this paragraph (V) I do not express any opinion as to any violation of any federal or state securities laws or Blue Sky or insurance securities laws; provided further, that insofar as performance by the Company of its obligations under the Indenture and the Purchase Agreement is concerned, I do not express any opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and as to general equity principles.
VI. No consent, approval, authorization, order, registration or qualification of or with any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries is required for the issue and sale of the Debentures or the consummation by the Company of the transactions contemplated by the Purchase Agreement, the Debentures or the Indenture, except such as have been, or will have been obtained under the Securities Act, the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under the state securities or Blue Sky laws or insurance securities laws in connection with the purchase and distribution of the Debentures by the Underwriters, and except those which, if not obtained, would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole.
VII. There are no actions, suits or proceedings before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to my knowledge, threatened, to which the Company or any of its subsidiaries is the subject of a character required under the Federal securities laws to be disclosed in the Registration Statement or Prospectus which are not adequately disclosed in the Registration Statement or Prospectus.
VIII. All descriptions in the Registration Statement of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects; to my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits to the Registration Statement or to the documents incorporated by reference to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. Except as specifically noted above, I have not myself checked the accuracy or completeness of or otherwise independently verified, and am not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto. However, in the course of my review and discussion of the contents of the Registration Statement, the Base Prospectus, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto with certain officers and employees of the Company and its independent accountants, but without independent check or verification, nothing has come to my attention that would cause me to believe that:
(i) any part of the Registration Statement, at the time such Registration Statement or any such amendment or supplement became effective, or any amendment or supplement thereto made prior to the Closing Time contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) the Pricing Disclosure Package as of the Applicable Time (as defined in the Purchase Agreement) contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) the Prospectus, as of the date of the Prospectus or as of the Closing Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to the financial statements or other financial data derived from accounting records contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as to the report of management’s assessment of the effectiveness of internal control over financial reporting or the auditors’ attestation report thereon, each as included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or as to the statement of the eligibility and qualification of the Trustee under the Indenture. I am admitted to the Bar of the State of Alabama only and the foregoing opinion is limited to the Federal laws of the United States, the laws of the State of Alabama and the General Corporation Law of the State of Delaware and I am expressing no opinion as to the laws of any other jurisdiction.
1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2011;
2) The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2012; and
3) The Company’s Current Reports on Form 8-K filed with the Commission on May 14, 2012 and May 15, 2012 (but excluding, with the exception of Exhibit 12.1, the May 15, 2012 Form 8-K that was furnished under Item 7.01). Direct dial: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇ Toll Free Number: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Protective Life Corporation $[ ] principal amount, [ ]% Subordinated Debentures due May 15, 2042 Ladies and Gentlemen:
Appears in 1 contract
Sources: Underwriting Agreement (Hess Corp)