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): August 27, 2018
THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-11840 |
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36-3871531 |
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(State or other |
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(Commission |
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(IRS Employer |
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jurisdiction of |
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File Number) |
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Identification No.) |
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incorporation) |
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2775 Sanders Road, Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (847) 402-5000
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).
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Emerging growth company |
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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. ____
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure
On August 27, 2018, The Allstate Corporation issued a press release announcing its agreement to acquire InfoArmor, Inc. (the “Transaction”). A copy of the press release announcing the Transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also attached hereto as Exhibit 99.2, and incorporated herein by reference, is the slide presentation regarding the Transaction, dated August 27, 2018.
The abovementioned exhibits are furnished and not filed, pursuant to Instruction B.2 of Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
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99.2 |
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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THE ALLSTATE CORPORATION | |
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(Registrant) | |
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By: |
/s/ Daniel G. Gordon |
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Name: |
Daniel G. Gordon |
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Title: |
Vice President, Assistant General Counsel and Assistant Secretary |
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Date: August 27, 2018 |
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NEWS
FOR IMMEDIATE RELEASE
Contacts:
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Susan Chandler |
John Griek |
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Media Relations |
Investor Relations |
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(847) 402-5600 |
(847) 402-2800 |
Allstate Accelerates Expansion into Identity Protection with Acquisition of InfoArmor
Addresses emerging risks facing consumers
NORTHBROOK, Ill., Aug. 27, 2018 – The Allstate Corporation (NYSE: ALL) has agreed to acquire InfoArmor, Inc., a leading provider of employee identity protection to more than 1 million employees and their family members at over 1,400 firms, including more than 100 of the Fortune 500 companies. The privately held company, headquartered in Scottsdale, Arizona, will be purchased for $525 million in an all-cash transaction expected to close later this year.
“Consumers are increasingly at risk of having their digital identities compromised. Last year there were over 16 million victims of identity fraud, which resulted in over $16 billion of losses. With the acquisition of InfoArmor, Allstate will protect more customers from this risk and help rebuild their lives after they have been hacked,” said Tom Wilson, Chairman, President and CEO of Allstate. “InfoArmor is the go-to identity protection company in the employee benefits market, providing an opportunity to expand the Allstate Benefits business now serving over 4 million employees.”
“InfoArmor and Allstate are an unbeatable combination in providing identity protection to employees through voluntary benefit programs,” said John Schreiber, CEO of InfoArmor. “Our relationships with top benefit brokers and over 1,000 companies will be enhanced by Allstate’s capabilities and access to the Allstate Benefits distribution network.”
The transaction is subject to regulatory approvals and customary closing conditions.
A presentation, including additional information on the transaction, is available on www.allstateinvestors.com.
About Allstate
The Allstate Corporation (NYSE: ALL) protects people from life’s uncertainties with more than 88 million proprietary policies. Allstate offers a broad array of protection products through multiple brands and diverse distribution channels, including auto, home, life and other insurance offered through its Allstate, Esurance, Encompass, SquareTrade and Answer Financial brands. Allstate is widely known from the slogan “You’re in Good Hands with Allstate.”
About InfoArmor
InfoArmor, Inc. is a leader in the identity protection and advanced threat intelligence industries. InfoArmor’s employee benefit, PrivacyArmor®, which is offered to employees by more than 100 of the Fortune 500 companies, is a proactive identity monitoring service that alerts users at the first sign of fraud and restores an individual’s identity. VigilanteATI® is InfoArmor’s corporate threat intelligence service, which monitors for emerging threats and protects companies from hacks and cyberattacks.
Forward-Looking Statements
This news release contains “forward-looking statements” that anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” and other words with similar meanings. We believe these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements may be found in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section in our most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statement.
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Forward-Looking Statements This presentation contains forward-looking statements and information. Additional information on factors that could cause results to differ materially from those projected in this presentation is available in the 2017 Form 10-K, in our most recent earnings release, and at the end of these slides. These materials are available on our website, www.allstateinvestors.com. 1
Allstate Accelerates Expansion into Identity Protection with Acquisition of InfoArmor Allstate to acquire InfoArmor, a fast growing identity protection service provider • • • Consistent with strategy of providing a broad array of consumer protection products and services Acquisition price of $525 million to be funded with cash Significant opportunity to cross sell through Allstate Benefits customer relationships and will consider future expansion through Allstate’s broad-based business model InfoArmor’s strong position in the voluntary benefits channel has led to rapid growth • Provides a full suite of identity protection services including monitoring, alerts, remediation and providing customers with a proprietary “Identity Health Score” Distributed primarily through the employee benefits channel with strong broker relationships; fits extremely well with Allstate Benefits' strong competitive position serving over 4 million employees Revenue increased significantly in the last three years; forecasted to generate approximately $65 million in 2018 revenue with positive EBITDA • • Allstate further expands consumer protection focused strategy with acquisition of InfoArmor • Accelerates expansion into the underserved U.S identity protection market; addresses a significant consumer protection need with the potential for rapid growth InfoArmor will be a new Allstate market-facing business; existing management team to remain in place • Acquisition accretive to adjusted net income by year two • Accretive to adjusted net income and neutral impact to return on common shareholders’ equity by year two Funded with holding company assets; no impact on share repurchase program • 2
InfoArmor Provides Identity Protection Primarily Through Benefits Brokers Employee Benefit Identity Protection Service (EPS) Offers identity protection products primarily through the employee benefits channel Offers a full suite of identity protection products including: Distributed through benefits broker and benefit administration platforms to 1 million employees and their family members at 1,400 clients, including more than 100 Fortune 500 companies • Employee benefits distribution channel features lower acquisition costs and simpler customer enrollment relative to direct to consumer model • • • • • Full identity monitoring Immediate, proactive alerts Digital exposure reporting ID theft reimbursement Full-service restoration Competes against a variety of identity protection providers, including LifeLock, IDShield, ID Watchdog, Credit Karma and credit bureaus Flagship product offers intelligence platform with monitoring capabilities to detect, intercept and restore the misuse of personal information • Proprietary Identity Health Score measures and enhances overall engagement with customers 3 Product Summary Company Overview
Acquisition of InfoArmor is Strategically and Operationally Attractive Acquisition Benefits Strategically aligns with Allstate’s consumer protection focus with potential to create a leading position in the identity protection market Strong competitive position in the voluntary employee benefits distribution channel Expands product offering and strengthens value proposition for Allstate Benefits Near-term ability to cross sell through Allstate Benefits relationships with potential to leverage existing Allstate distribution platforms InfoArmor has excellent customer service capabilities and results Experienced management team Limited overlap between existing accounts and Allstate Benefits Projected strong revenue and EBITDA growth Transaction is accretive to adjusted net income EPS by year two Closing expected in 2018 4 Financial Operational Product / Offering Strategic
Forward-Looking Statements This presentation contains “forward-looking statements” that anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” and other words with similar meanings. We believe these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements include risks related to: (1) adverse changes in the nature and level of catastrophes and severe weather events; (2) our catastrophe management strategy on premium growth; (3) unexpected increases in the frequency or severity of claims; (4) the cyclical nature of the property and casualty business; (5) the availability of reinsurance at current levels and prices; (6) risk of our reinsurers; (7) changing climate and weather conditions; (8) changes in underwriting and actual experience; (9) changes in reserve estimates; (10) changes in estimates of profitability on interest-sensitive life products; (11) conditions in the global economy and capital markets; (12) a downgrade in our financial strength ratings; (13) the effect of adverse capital and credit market conditions; (14) possible impairments in the value of goodwill; (15) the realization of deferred tax assets; (16) restrictions on our subsidiaries’ ability to pay dividends; (17) restrictions under the terms of certain of our securities on our ability to pay dividends or repurchase our stock; (18) market risk and declines in credit quality relating to our investment portfolio; (19) our subjective determination of the amount of realized capital losses recorded for impairments of our investments and the fair value of our fixed income and equity securities; (20) the influence of changes in market interest rates or performance-based investment returns on our annuity business; (21) impacts of new or changing technologies, including those impacting personal transportation, on our business; (22) failure in cyber or other information security, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning; (23) the impact of a large scale pandemic, the threat or occurrence of terrorism or military action; (24) loss of key vendor relationships or failure of a vendor to protect confidential, proprietary and personal information; (25) intellectual property infringement, misappropriation and third party claims; (26) regulatory changes, including limitations on rate increases and requirements to underwrite business and participate in loss sharing arrangements; (27) regulatory reforms and restrictive regulations; (28) changes in tax laws; (29) our ability to mitigate the capital impact associated with statutory reserving and capital requirements; (30) changes in accounting standards; (31) losses from legal and regulatory actions; (32) our participation in state industry pools and facilities; (33) impacts from the Covered Agreement, including changes in state insurance laws; (34) competition in the insurance industry; (35) market convergence and regulatory changes on our risk segmentation and pricing; (36) acquisitions and divestitures of businesses; and (37) reducing our concentration in spread-based business and exiting certain distribution channels. Additional information concerning these and other factors may be found in our filings with the Securities and Exchange Commission, including the “Risk Factors” section in our most recent annual report on Form 10-K. Forward-looking statements are as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statement. 5
