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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):
May 27, 2025
The
Travelers Companies, Inc.
(Exact name of registrant as specified in its
charter)
Minnesota
(State or
other jurisdiction of
incorporation) |
|
001-10898
(Commission
File
Number) |
|
41-0518860
(I.R.S. Employer
Identification
No.) |
485 Lexington Avenue
New York,
New York 10017
(Address
of principal executive offices) (Zip Code)
(917)
778-6000
(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 (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 |
| Common
stock, without par value |
|
TRV |
|
New
York Stock Exchange |
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 May 27, 2025, The Travelers Companies, Inc.
(the “Company”) issued a press release announcing that it has entered into a definitive agreement to sell its Canadian personal
insurance business and the majority of its Canadian commercial insurance business to Definity Financial Corporation, for approximately
US$2.4 billion. The Company will retain its surety business in Canada. The transaction is expected to close in the first quarter of 2026,
subject to regulatory approvals and other customary closing conditions.
A copy of the Company’s press release announcing
the transaction is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Forward-Looking Statements
All statements in this report other than statements
of historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. These include, among others, statements regarding expected closing of the transaction, use of proceeds, financial impact of the
sale and share repurchases. Actual results of matters addressed in these forward-looking statements involve risks and uncertainties and
may differ substantially from those expressed or implied. Some of the factors that could cause actual results to differ are discussed
under the heading “Risk Factors” and “Forward-Looking Statements” in the Company’s most recent Form 10-K
and Form 10-Q filed with the Securities and Exchange Commission. In addition, the transaction is subject to closing conditions,
including obtaining required regulatory approvals and the satisfaction of other customary closing conditions, and may not occur. The
forward-looking statements in this report speak only as of the date of this report, and the Company undertakes no obligation to update
any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
THE TRAVELERS
COMPANIES, INC. |
| |
|
| |
|
| Date: May 27,
2025 |
By: |
/s/
Christine K. Kalla |
| |
|
Name: Christine K. Kalla |
| |
|
Title: Executive Vice President
and General Counsel |
Exhibit 99.1
NEWS RELEASE
Travelers to
Sell Its Canadian Personal Insurance Business and Majority of Its
Canadian Commercial Insurance Business to Definity for US$2.4 Billion
Travelers will
retain its market-leading surety business in Canada
NEW YORK, May 27, 2025 –
The Travelers Companies, Inc. (NYSE: TRV) today announced that it has signed a definitive agreement to sell the personal
insurance business and the majority of the commercial insurance business of Travelers Canada to Definity Financial Corporation (TSX:
DFY) for approximately US$2.4 billion. The purchase price represents a multiple of 1.8 times book value, adjusting for approximately
US$0.8 billion of excess local capital which is being repatriated as part of this transaction in a tax-efficient manner. Travelers, which
is the largest surety writer in North America, will retain its premier Canadian surety business. The transaction is expected to close
in the first quarter of 2026, subject to regulatory approvals and other customary closing conditions.
“This transaction is a reflection
of our steadfast commitment to disciplined capital allocation and long-term value creation,” said Alan Schnitzer, Chairman and
Chief Executive Officer of Travelers. “The evolution of the Canadian market over the past decade has made Definity a natural long-term
owner for this business, a view affirmed by the compelling value of their proposal. I am confident that our Canadian customers, brokers
and colleagues will benefit from being part of one of the country’s leading and fully integrated property casualty insurers.”
Travelers expects to use approximately
US$0.7 billion of the net cash proceeds of the transaction for additional share repurchases in 2026, while retaining the remainder to
support ongoing operations and for general corporate purposes. The transaction and resulting share repurchases are expected to be slightly
accretive to the company’s earnings per share in each of the next several years.
Jefferies LLC acted as financial advisor
and Skadden, Arps, Slate, Meagher & Flom LLP and Stikeman Elliott LLP served as legal advisors to Travelers in this transaction.
Calculation of Book Value Multiple
The price to book value multiple calculation
excludes approximately US$0.8 billion of excess local capital from both the numerator (purchase price) and the denominator (book value).
Book value is based on the equity of the entities being sold as of Dec. 31, 2024, after taking into account the separation of the
surety business and measured on an IFRS basis.
About Travelers
The Travelers Companies, Inc. (NYSE: TRV)
is a leading provider of property casualty insurance for auto, home and business. A component
of the Dow Jones Industrial Average, Travelers has more than 30,000 employees and generated revenues of more than $46 billion in 2024.
For more information, visit Travelers.com.
Forward-Looking Statements
All statements in this press release
other than statements of historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These include, among others, statements regarding expected closing of the transaction, use of proceeds, financial
impact of the sale and share repurchases. Actual results of matters addressed in these forward-looking statements involve risks and uncertainties
and may differ substantially from those expressed or implied. Some of the factors that could cause actual results to differ are discussed
under the heading “Risk Factors” and “Forward-Looking Statements” in the company’s most recent Form 10-K
and Form 10-Q filed with the Securities and Exchange Commission. In addition, the transaction is subject to closing conditions,
including obtaining required regulatory approvals and the satisfaction of other customary closing conditions, and may not occur. The
forward-looking statements in this press release speak only as of the date of this press release, and we undertake no obligation to update
any forward-looking statements.
###
Investors:
Abbe Goldstein, 917-778-6825
Media:
Patrick Linehan, 917-778-6267
