THE HARTFORD FINANCIAL SERVICES
GROUP, INC.
EQUITY DISTRIBUTION
AGREEMENT
Goldman, Sachs
& Co.
85 Broad Street,
New York, New York 10004
The
Hartford Financial Services Group, Inc., a Delaware corporation
(the “ Company ”), confirms its agreement (this
“ Agreement ”) with Goldman, Sachs & Co.
(the “ Manager ”), as follows:
SECTION
1. Description of Securities . The Company proposes to issue
and sell through or to the Manager, as sales agent and/or
principal, shares of the Company’s common stock, $0.01 par
value per share (the “ Common Stock ”), having
an aggregate offering price of up to $750,000,000 (the “
Shares ”), from time to time during the term of this
Agreement and on the terms set forth in Section 3 of this
Agreement; provided that in no event shall the number of Shares
exceed 60,000,000. For purposes of selling the Shares through the
Manager, the Company hereby appoints the Manager as exclusive agent
of the Company for the purpose of soliciting purchases of the
Shares from the Company pursuant to this Agreement and the Manager
agrees to use its reasonable efforts to solicit purchases of the
Shares on the terms and subject to the conditions stated herein.
The Company hereby reserves the right to issue and sell securities
including shares of Common Stock other than through or to the
Manager during the term of this Agreement on terms that it deems
appropriate.
SECTION
2. Representations and Warranties of the Company . The
Company represents and warrants to and agrees with the Manager, as
of the date hereof and at each Time of Sale, Settlement Date and
Representation Date (as such terms are defined below),
that:
(a)
The Company prepared and filed with the Securities and Exchange
Commission (the “Commission”) an automatic shelf
registration statement on Form S-3ASR (File No. 333-142044)
(the “ ASR registration statement ”) which has
heretofore become, and is, effective under the Securities Act of
1933, as amended, and the rules and regulations thereunder
(collectively called the “ Act ”); the ASR
registration statement and the Prospectus Supplement (as defined
below) set forth the terms of an offering, sale and plan of
distribution of shares of the Common Stock and/or other securities
of the Company and contain or incorporate therein by reference
additional information concerning the Company and its business; no
stop order of the Commission preventing or suspending the use of
any Basic Prospectus (as defined below), the Prospectus Supplement
(as defined below), the Prospectus (as defined below) or any Issuer
Free
1
Writing
Prospectus (as defined in Section (g) below), or the
effectiveness of the Registration Statement (as defined below), has
been issued or is in effect, and no proceeding for that purpose has
been initiated or threatened by the Commission, and no notice of
objection of the Commission to the use of the Registration
Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the Act has been received by the Company.
As filed, the Prospectus contains all information required by the
Act and the rules thereunder, and, except to the extent the Manager
shall agree in writing prior to a modification, the Prospectus (as
amended or supplemented) shall be in all substantive respects in
the form furnished to the Manager (i) prior to the execution
of this Agreement or prior to any time this representation is
repeated or deemed to be made or, (ii) after the execution of
this Agreement, pursuant to the Company’s agreement in
Section 4(a). Except where the context otherwise requires,
“ Registration Statement ,” as used herein,
means the ASR registration statement, as amended at the time of
such ASR registration statement’s effectiveness for purposes
of Section 11 of the Act (the “ Effective Time
”), as such section applies to the Manager, including
(i) all documents filed as a part thereof or incorporated or
deemed to be incorporated by reference therein, (ii) any
information contained or incorporated by reference in a prospectus
filed with the Commission pursuant to Rule 424(b) under the Act, to
the extent such information is deemed, pursuant to Rule 430B
or Rule 430C under the Act, to be part of the ASR registration
statement at the Effective Time, and (iii) any registration
statement filed to register the offer and sale of Shares pursuant
to Rule 462(b) under the Act. Except where the context otherwise
requires, “ Basic Prospectus ,” as used herein,
means the base prospectus filed as part of the Registration
Statement, together with any amendments or supplements thereto as
of the date of this Agreement. Except where the context otherwise
requires, “ Prospectus Supplement ,” as used
herein, means the final prospectus supplement, relating to the
Shares, filed by the Company with the Commission pursuant to Rule
424(b) under the Act on or before the second business day after the
date hereof (or such earlier time as may be required under the
Act), in the form furnished by the Company to the Manager in
connection with the offering of the Shares. Except where the
context otherwise requires, “ Prospectus ,” as
used herein, means the Prospectus Supplement together with the
Basic Prospectus attached to or used with the Prospectus
Supplement. “ Permitted Free Writing Prospectuses
,” as used herein, means the documents listed on
Schedule A hereto. Any reference herein to the ASR
registration statement, the Registration Statement, any Basic
Prospectus, the Prospectus Supplement, the Prospectus or any
Permitted Free Writing Prospectus shall be deemed to refer to and
include the documents, if any, incorporated by reference, or deemed
to be incorporated by reference, therein (the “
Incorporated Documents ”), including, unless the
context otherwise requires, the documents, if any, filed as
exhibits to such Incorporated Documents. Any reference herein to
the terms “ amend ,” “ amendment
” or “ supplement ” with respect to the
Registration Statement, any Basic Prospectus, the Prospectus
Supplement, the Prospectus or any Permitted Free Writing Prospectus
shall be deemed to refer to and include the filing of any document
under the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (collectively, the “
Exchange Act ”) on or after the initial effective date
of the Registration Statement, or the date of such Basic
Prospectus, the Prospectus Supplement, the Prospectus or
such
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Permitted Free
Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference.
(b)
To the extent that the Registration Statement is not available for
the sales of the Shares as contemplated by this Agreement or the
Company is not a “well-known seasoned issuer” as
defined in Rule 405 under the Act or otherwise is unable to
make the representations set forth in Section 2(c) at any time when
such representations are required, the Company shall file a new
registration statement with respect to any additional Common Stock
necessary to complete such sales of the Shares and shall cause such
registration statement to become effective as promptly as
practicable. After the effectiveness of any such registration
statement, all references to “Registration Statement”
included in this Agreement shall be deemed to include such new
registration statement, including all documents incorporated by
reference therein pursuant to Item 12 of Form S-3, and all
references to “Base Prospectus” included in this
Agreement shall be deemed to include the final form of prospectus,
including all documents incorporated therein by reference, included
in any such registration statement at the time such registration
statement becomes effective.
(c)
(i) At the time of filing the Registration Statement,
(ii) at the time of the most recent amendment thereto for the
purposes of complying with Section 10(a)(3) of the Act
(whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Sections 13 or 15(d) of
the Exchange Act or form of prospectus), (iii) at the time the
Company or any person acting on its behalf (within the meaning, for
this clause only, of Rule 163(c) under the Act) made any offer
relating to the Shares in reliance on the exemption in
Rule 163, and (iv) at the execution of this Agreement and
on each such time this representation is repeated or deemed to be
made (with such date being used as the determination date for
purposes of this clause (iv)), the Company was or is (as the case
may be) a “well-known seasoned issuer” as defined in
Rule 405 under the Act. The Company agrees to pay the fees
required by the Commission relating to the Shares within the time
required by Rule 456(b)(1) under the Act without regard to the
proviso therein and otherwise in accordance with Rules 456(b) and
457(r) under the Act.
(d)
(i) At the respective times the Registration Statement and
each amendment thereto became effective, at each deemed effective
date with respect to the Manager pursuant to Rule 430B(f)(2) under
the Act, as of the time of each sale of Shares pursuant to this
Agreement (each, a “ Time of Sale ”) and
Settlement Date (as defined in Section 3(f)), if any, and at
all times during which a prospectus is required by the Act to be
delivered (whether physically or through compliance with
Rule 172 under the Act or any similar rule) in connection with
any sale of Shares, the Registration Statement complied and will
comply in all material respects with the requirements of the Act
and the rules and regulations under the Act; (ii) the Basic
Prospectus, complies or will comply, at the time it was or will be
filed with the Commission, complies as of the date hereof (if filed
with the Commission on or prior to the date hereof) and, as of each
Time of Sale, if any, and at all times during which a prospectus is
required by the Act to be delivered (whether physically or through
compliance with Rule 172 under the Act or any
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similar rule)
in connection with any sale of Shares, in all material respects
with the rules and regulations under the Act; (iii) each of
the Prospectus Supplement and the Prospectus will comply, as of the
date that it is filed with the Commission, the date of the
Prospectus Supplement, as of each Time of Sale and Settlement Date,
if any, and at all times during which a prospectus is required by
the Act to be delivered (whether physically or through compliance
with Rule 172 under the Act or any similar rule) in connection
with any sale of Shares, in all material respects with the rules
and regulations under the Act; (iv) the Incorporated Documents,
when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and none of such
documents 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, in the light of the
circumstances under which they were made, not misleading; and any
further Incorporated Documents so filed and incorporated by
reference, when they are filed with the Commission, will conform in
all material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder, and will
not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading; (v) no Incorporated
Document was filed with the Commission since the Commission’s
close of business on the business day immediately prior to the date
of this Agreement and prior to execution of this Agreement, except
as set forth on Schedule B hereto; and (vi) each
Permitted Free Writing Prospectus complied in all material respects
with the Act and has been filed or will be filed in accordance with
the Act (to the extent required thereby).
(e)
(i) at the Effective Time with respect to the Registration
Statement and each amendment thereto, the Registration Statement
did not and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(ii) as of the execution of this Agreement, at each Time of
Sale and at each Settlement Date the Prospectus (as amended or
supplemented at such time) and any Permitted Free Writing
Prospectus, considered together (collectively, the “
General Disclosure Package ”), did not contain any
untrue statement of a material fact or omit 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; and (iii) as of its date, at any Settlement Date
and at all times during which a prospectus is required by the Act
to be delivered (whether physically or through compliance with
Rule 172 under the Act or any similar rule), the Prospectus
(together with any supplements thereto) did not and will not
contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and
warranty shall not apply to any statement or omission made in
reliance upon and in conformity with information furnished in
writing to the Company by the Manager expressly for use in the
Prospectus or in the General Disclosure Package.
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(f)
Each Permitted Free Writing Prospectus, as of its issue date and at
all subsequent times through the completion of the public offer and
sale of the Shares or until any earlier date that the Company
notified or notifies the Manager, did not, does not and will not
include any material information that conflicted, conflicts or will
conflict with the information contained in the Registration
Statement, including any document incorporated therein by reference
and any prospectus supplement deemed to be part thereof that has
not been superseded or modified, the General Disclosure Package or
the Prospectus. Any electronic roadshow relating to the offering of
the Shares, when considered together with the General Disclosure
Package, as of the Time of Sale, did not contain any untrue
statement of a material fact or omit 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.
(g)
Other than the Basic Prospectus, the Prospectus and any document
not constituting a prospectus pursuant to Section 2(a)(10)(a)
of the Act or Rule 134 under the Act, the Company (including
its agents and representatives, other than the Manager) has not
prepared, made, used, authorized, approved or referred to and will
not prepare, make, use, authorize, approve or refer to any
“written communication” (as defined in Rule 405
under the Act) that constitutes an offer to sell or solicitation of
an offer to buy any Shares required to be filed with the Commission
without the Manager’s consent (each such communication by the
Company or its agents and representatives being referred to herein
as a “ Issuer Free Writing Prospectus ”), other
than any Permitted Free Writing Prospectus. The Manager represents
and agrees that, without the prior written consent of the Company,
it has not made and will not make any offer relating to the Shares
that would constitute a “free writing prospectus” as
defined in Rule 405 under the Act.
(h)
(A) (i) At the time of filing the Registration Statement,
(ii) at the time of the most recent amendment thereto for the
purposes of complying with Section 10(a)(3) of the Act
(whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Section 13 or 15(d) of
the Exchange Act or form of prospectus), and (iii) at the time
the Company or any person acting on its behalf (within the meaning,
for this clause only, of Rule 163(c)) made any offer relating
to the Shares in reliance on the exemption of Rule 163 under
the Act, the Company was not an “ineligible issuer” as
defined in Rule 405 of the Act; and (B) at the earliest
time after the time of filing of the Registration Statement, that
the Company or another offering participant made a bona fide offer
(within the meaning of Rule 164(h)(2) under the Act) of the
Shares and at the date hereof, the Company was not and is not an
“ineligible issuer” as defined in Rule 405 under
the Act.
(i)
Except as described in or contemplated by the Registration
Statement, the General Disclosure Package and the Prospectus, there
has not been any material adverse change in, or any adverse
development which materially affects, the business, properties,
financial condition or results of operations of the Company and its
subsidiaries taken as a whole from the dates as of which
information is given in the Registration Statement, the General
Disclosure Package and the Prospectus; and, since
5
the respective
dates as of which information is given in the Registration
Statement, the General Disclosure Package and the Prospectus, there
has not been (A) any change in the consolidated capital stock
(other than issuances of capital stock upon the exercise of options
and stock appreciation rights, upon earn outs of performance
shares, upon conversions of convertible securities and upon
exercises of stock purchase contracts, in each case which were
outstanding on the date of the latest balance sheet included or
incorporated by reference in the General Disclosure Package and the
Prospectus or issued thereafter as compensation consistent with
past practice), (B) any material increase in the consolidated
long-term debt of the Company and its subsidiaries or (C) any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the business affairs,
management, financial position, and stockholders’ equity or
results of operations of the Company and its subsidiaries taken as
a whole, in each of clauses (A), (B) or (C) above, otherwise
than as described in or contemplated by the General Disclosure
Package and the Prospectus.
(j)
The Company and each subsidiary of the Company which meets the
definition of a significant subsidiary as defined in
Regulation S-X (collectively referred to herein as the “
Significant Subsidiaries ” and individually as a
“ Significant Subsidiary ”) has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
with full corporate power and authority to own its properties and
conduct its business; to the Company’s knowledge, all of the
issued shares of capital stock of each Significant Subsidiary are
owned, directly or indirectly through wholly-owned subsidiaries, by
the Company free and clear of all material liens, encumbrances,
equities or claims.
(k)
The Company has an authorized capitalization as set forth in the
General Disclosure Package; and all of the issued shares of capital
stock, including the Common Stock, have been duly authorized and
validly issued, are fully paid and nonassessable and were not
issued in violation of any preemptive right. The Company’s
Common Stock has been registered pursuant to Section 12(b) of the
Exchange Act, and the outstanding shares of Common Stock are listed
on the New York Stock Exchange (“NYSE”), and the
Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Common Stock from
the NYSE, nor has the Company received any notification that the
Commission or the NYSE is contemplating terminating such
registration or listing.
(l)
The Shares have been duly and validly authorized by the Company for
issuance and sale pursuant to this Agreement by the Company, and,
when duly issued and delivered against payment therefor as provided
herein, will be duly and validly issued, fully paid and
non-assessable; upon pa
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