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): January 14, 2010
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11462
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13-3427277 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE
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19899 |
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| (Address of principal executive offices)
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(ZIP Code) |
Registrant’s telephone number, including area code 302-478-5142
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION 8 — OTHER EVENTS
Item 8.01. Other Events.
On January 20, 2010, Delphi Financial Group, Inc. (the “Company”) completed the sale of
$250,000,000 aggregate principal amount of 7.875% Senior Notes due 2020 (the “Securities”). The
Securities were registered pursuant to the Company’s shelf registration statement filed with the
Securities and Exchange Commission on Form S-3 (File No. 333-156284), which became effective on
December 18, 2008 (the “Registration Statement”).
In connection with the sale, the Company entered into an underwriting agreement (the “Underwriting
Agreement”), dated January 14, 2010, among the Company and Banc of America Securities LLC and Wells
Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”)
(attached hereto as Exhibit 1.1 and incorporated by reference into the Registration Statement).
The Securities were issued pursuant to the Senior Notes Indenture, dated as of January 20, 2010
(attached hereto as Exhibit 4.1 and incorporated by reference to the Registration Statement), as
supplemented by the First Supplemental Indenture, dated as of January 20, 2010 (attached hereto as
Exhibit 4.2 and incorporated by reference into the Registration Statement), each between the
Company, as issuer, and U.S. Bank National Association, as trustee. The form of the Security is
attached hereto as Exhibit 4.3 and is incorporated by reference into the Registration Statement.
In connection with the issuance of the Securities, Cahill Gordon & Reindel LLP has
rendered an opinion regarding the validity of the Securities (attached hereto as Exhibit 5.1 and
incorporated by reference into the Registration Statement) dated January 20, 2010.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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| Exhibit Number |
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Description of Exhibits |
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1.1 |
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Underwriting Agreement, dated January 14,
2010, among the Company and Banc
of America Securities LLC and
Wells Fargo Securities, LLC, as
representatives of the
underwriters named therein |
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4.1 |
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Senior Notes Indenture, dated as of January
20, 2010,
between the Company and U.S. Bank National
Association,
as trustee |
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4.2 |
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First Supplemental Indenture, dated as of
January 20,
2010, between the Company and U.S. Bank
National
Association, as trustee |
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4.3 |
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Form of 7.875% Senior Note due 2020 |