JACKSON FINANCIAL INC., ISSUER AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE INDENTURE DATED AS OF NOVEMBER 23, 2021 PROVIDING FOR ISSUANCE OF DEBT SECURITIES IN SERIESIndenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
INDENTURE, dated as of November 23, 2021, between Jackson Financial Inc., a Delaware corporation and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”).
600,000,000 principal amount of 1.125% Senior Notes due 2023 $500,000,000 principal amount of 3.125% Senior Notes due 2031 $500,000,000 principal amount of 4.000% Senior Notes due 2051Registration Rights Agreement • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
This Registration Rights Agreement (this “Agreement”), dated November 23, 2021, is entered into by and among Jackson Financial Inc., a Delaware corporation (the “Issuer”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (collectively with, for and on behalf of the Initial Purchasers named in the Purchase Agreement referred to below, the “Initial Purchasers”). The Issuer proposes to issue and sell to the Initial Purchasers, upon the terms set forth in a purchase agreement, dated November 17, 2021 (the “Purchase Agreement”), $600,000,000 principal amount of its 1.125% Senior Notes due 2023, $500,000,000 principal amount of its 3.125% Senior Notes due 2031 and $500,000,000 principal amount of its 4.000% Senior Notes due 2051 (collectively, the “Original Notes”) (such sale, the “Initial Placement”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the
600,000,000 principal amount of 1.125% Senior Notes due 2023 $500,000,000 principal amount of 3.125% Senior Notes due 2031 $500,000,000 principal amount of 4.000% Senior Notes due 2051 Purchase AgreementPurchase Agreement • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
Jackson Financial Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $600,000,000 principal amount of its 1.125% Senior Notes due 2023 (the “2023 Notes”), $500,000,000 principal amount of its 3.125% Senior Notes due 2031 (the “2031 Notes”) and $500,000,000 principal amount of its 4.000% Senior Notes due 2051 (the “2051 Notes” and, together with the 2023 Notes and 2031 Notes, the “Securities”). The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the Closing Date (as defined below), between the Company and the Initial Purchasers, pursuant to which the Company will agree to register the Securities under the Securities Act (as defined below) subject to the terms and conditions therein specified. The Securities are to be i
THIRD SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF NOVEMBER 23, 2021 4.000% SENIOR NOTES DUE 2051Third Supplemental Indenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of November 23, 2021 (this “Third Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
SECOND SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF NOVEMBER 23, 2021 3.125% SENIOR NOTES DUE 2031Second Supplemental Indenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 23, 2021 (this “Second Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
FIRST SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF NOVEMBER 23, 2021 1.125% SENIOR NOTES DUE 2023First Supplemental Indenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 23, 2021 (this “First Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
