As filed with the Securities and Exchange Commission
on May 30, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Selective Insurance Group, Inc.
(Exact name of registrant as specified in its
charter)
| New Jersey |
22-2168890 |
(State or other jurisdiction of incorporation
or organization) |
(I.R.S. Employer Identification Number) |
40 Wantage Avenue
Branchville, NJ 07890
Telephone: (973) 948-3000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Michael H. Lanza
Executive Vice President and General Counsel
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, NJ 07890
Telephone: (973) 948-3000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
Celia A. Soehner
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Telephone: (412) 560-7441
Approximate
date of commencement of proposed sale to the public: From time to time after the effectiveness of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
Accelerated filer ¨ |
| |
|
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
| |
|
| |
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 7(a)(2)(B) of the Securities Act. ¨
PROSPECTUS
SELECTIVE INSURANCE
GROUP, INC.
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
GUARANTEES
WARRANTS
SUBSCRIPTION RIGHTS
PURCHASE CONTRACTS
PURCHASE UNITS
From time to time, we may offer and sell, from
time to time in one or more offerings, together or separately, any combination of:
| · | debt securities, which may be senior, subordinated, or junior subordinated and convertible or non-convertible, |
| · | warrants to purchase common stock, preferred stock, or debt securities, |
| · | subscription rights to purchase common stock, preferred stock, debt securities, or other securities, |
This prospectus describes some of the general terms
that may apply to these securities. We will provide the specific prices and terms of these securities in one or more supplements to this
prospectus at the time of the offering. You should read this prospectus and the accompanying prospectus supplement carefully before you
make your investment decision. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free
writing prospectus.
We may offer and sell these securities through
underwriters, dealers, or agents or directly to purchasers, on a continuous or delayed basis. The securities may also be resold by selling
security holders. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will
set forth the names of any underwriters, dealers, or agents involved in the offering and any applicable fees, commissions, or discount
arrangements.
Our common stock is listed on the Nasdaq Global
Select Market (“Nasdaq”) under the trading symbol “SIGI.” Depositary shares, each representing a 1/1,000th interest
in a share of our 4.60% Non-Cumulative Preferred Stock, Series B, are listed on Nasdaq under the trading symbol “SIGIP.”
You should carefully consider the risks of an
investment in our securities. Risk Factors begin on page 2.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May 30, 2024.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process.
Under the shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings.
This prospectus only provides you with a general
description of the securities we may offer. Each time we sell securities we will provide a supplement to this prospectus that will contain
specific information about the terms of that offering, including the specific amounts, prices, and terms of the securities offered. The
prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read both this prospectus
and any accompanying prospectus supplement or other offering materials, together with the additional information described under the heading
“Where You Can Find More Information.”
You should rely only on the information contained
or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.
This prospectus and any accompanying prospectus
supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the
rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, including
its exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and, therefore, file reports and other information with the SEC. Statements contained in this prospectus and any accompanying
prospectus supplement or other offering materials about the provisions or contents of any agreement or other document are only summaries.
If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you should refer to that
agreement or document for its complete contents.
You should not assume that the information in this
prospectus, any prospectus supplement, or any other offering materials is accurate as of any date other than the date on the front of
each document. Our business, financial condition, results of operations, and prospects may have changed since then.
In this prospectus, unless otherwise specified
or the context requires otherwise, we use the terms the “Company,” “we,” “us,” and “our”
to refer to Selective Insurance Group, Inc. and its subsidiaries, collectively.
SUMMARY
This is only a summary and may not contain all
of the information that is important to you. You should carefully read this prospectus, any accompanying prospectus supplement, and any
other offering materials, together with the information described under the heading “Where You Can Find More Information.”
Selective Insurance Group, Inc.
Selective Insurance Group, Inc. (“Selective”)
is a New Jersey holding company incorporated in 1977 that owns ten property and casualty insurance subsidiaries (“Insurance Subsidiaries”).
The Insurance Subsidiaries sell products and services only in the United States and exclusively through independent insurance agents and
wholesale brokers. Various state departments of insurance (i) license nine of our subsidiaries as admitted carriers to write specific
lines of property and casualty insurance in the standard marketplace and (ii) authorize the tenth subsidiary as a non-admitted carrier
to write property and casualty insurance in the excess and surplus lines market.
Selective’s principal executive offices are
located at 40 Wantage Avenue, Branchville, New Jersey 07890, and Selective’s telephone number is (973) 948-3000. We list our common
stock (trading symbol “SIGI”) and preferred stock (trading symbol “SIGIP”) stocks on the Nasdaq Global Select
Market. In 2023, AM Best Company ("AM Best") ranked us as the 37th largest property and casualty group in its annual "Top
200 U.S. Property/Casualty Writers" list based on 2022 net premiums written. Our current AM Best financial strength rating is "A+"
(Superior). We have had a long and successful history in the property and casualty insurance industry since our 1926 founding.
FORWARD-LOOKING STATEMENTS
In this prospectus, any accompanying prospectus
supplement and the documents incorporated by reference herein or therein, we discuss and make statements about our intentions, beliefs,
projections, estimations, or forecasts of future events and financial performance. Such statements are “forward-looking statements”
under the Private Securities Litigation Reform Act of 1995. These forward-looking statements often are identified by words such as “anticipate,”
“believe,” “intend,” “expect,” “plan,” “target,” “project,” “estimate,”
“predict,” “potential,” “pro forma,” “seek,” “likely,” “continue,”
“may,” “will,” “should,” “could,” “would,” and “intend” or other
comparable terminology, including their negatives. Our forward-looking statements are only predictions; we cannot guarantee or assure
that such expectations will prove correct. We caution prospective investors that forward-looking statements are not guarantees of future
performance. Risks and uncertainties are inherent in our future performance. Factors that could cause actual results to differ materially
from those indicated in forward-looking statements include, without limitation, those discussed in Item 1A. “Risk Factors.”
in in our Annual Report on Form 10-K and in Item 1A. “Risk Factors.” of all of our subsequent Quarterly Reports on Form 10-Q.
Our stated risk factors may not be exhaustive. We operate in a constantly changing business environment, and new risk factors may emerge
at any time. We can neither predict these new risk factors nor assess their impact, if any, on our businesses or the extent to which any
factor or combination of factors may cause actual results to differ materially from any forward-looking statements. In light of these
risks, uncertainties, and assumptions, the forward-looking events discussed in this report may not occur. We make forward-looking statements
based on currently available information and assume no obligation, other than as may be required under the federal securities laws, to
publicly update or revise any forward-looking statements for any reason.
RISK FACTORS
You should consider the specific risks described
in our Annual Report on Form 10-K for the year ended December 31, 2023, all our subsequent Quarterly Reports on Form 10-Q,
the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement, and any risk factors
set forth in our other filings with the SEC, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, before making an
investment decision. Each of the risks described in these documents could materially and adversely affect our business, financial condition,
results of operations, and prospects, and could result in a partial or complete loss of your investment. See “Where You Can Find
More Information.”
USE OF PROCEEDS
We will set forth the anticipated use of the net
proceeds from the sale of securities in the applicable prospectus supplement. We will not receive any proceeds in the event that the securities
are sold by a selling security holder.
DESCRIPTION OF SECURITIES
This prospectus contains summary descriptions of
the common stock, preferred stock, depositary shares, debt securities, guarantees, warrants, subscription rights, purchase contracts,
and purchase units that we may offer and sell from time to time. These summary descriptions are not meant to be complete descriptions
of each security. The particular terms of any security will be described in the applicable prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
The following is a description of the material
terms of our common stock. The following summary does not purport to be complete and is qualified in its entirety by reference to our
Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), and our By-Laws (our “By-Laws”),
each of which is an exhibit to our Annual Report on Form 10-K. The terms of our common stock also may be affected by the New Jersey
Business Corporation Act.
General
We are authorized to issue a total of 365,000,000
shares of capital stock, consisting of 360,000,000 shares of common stock, par value $2.00 per share, and 5,000,000 shares of preferred
stock, without par value. As of May 24, 2024, there were issued and outstanding 60,807,353 shares of common stock and 8,000 shares
of preferred stock.
Common Stock
All shares of our common stock have equal rights.
Each outstanding share of our common stock is entitled to one vote per share on all matters submitted to a vote of our stockholders, except
as set forth in our Certificate of Incorporation. Holders of our common stock do not have cumulative voting rights.
Subject to the preferences that may be applicable
to any outstanding shares of our preferred stock, holders of our common stock are entitled to receive ratably on a per share basis such
dividends and other distributions in cash, stock, or property as may be declared by our Board of Directors (our “Board”) from
time to time out of the legally available assets or funds. Subject to the preferences that may be applicable to any outstanding shares
of our preferred stock, upon our liquidation, dissolution, or winding-up, holders of our common stock are entitled to receive ratably
all of our assets available for distribution to our stockholders after payment of all prior claims, including any amounts due to creditors.
Holders of our common stock have no preemptive
rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable
to our common stock.
Holders of our common stock will have no liability
for further calls or assessments and will not be personally liable for the payment of our debts except as they may be liable by reason
of their own conduct or acts.
Our Board may authorize the issuance of preferred
stock with voting, conversion, dividend, liquidation, and other rights that may adversely affect the rights of the holders of our common
stock.
Our common stock is listed on the Nasdaq Global
Select Market (“Nasdaq”) under the trading symbol “SIGI.”
Certain provisions of our Certificate of Incorporation
and By-Laws may have the effect of delaying, deterring, or preventing hostile takeovers or changes in control or management of Selective.
Such provisions could deprive our stockholders of opportunities to realize a premium on their stock. At the same time, these provisions
may have the effect of inducing any persons seeking to acquire or control us to negotiate terms acceptable to our Board.
Vacancies on our Board
Our By-Laws provide that any vacancies in our Board
for any reason will be filled only by a majority of our directors remaining in office, and directors so elected will hold office until
the next election of directors. The inability of our stockholders to fill vacancies on our Board may make it more difficult to change
the composition of our Board.
Removal of Directors
Our Certificate of Incorporation and By-Laws provide
that a director may be removed from office by our stockholders only for cause and by the affirmative vote of the majority of the votes
cast by stockholders entitled to vote for the election of directors. The vote of 66 2/3% of our outstanding voting stock is required to
amend or repeal this provision.
Cumulative Voting
Our Certificate of Incorporation and By-Laws do
not provide for cumulative voting. Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election
of directors may elect all of the directors standing for election.
Super Majority Vote for Business Combinations
Under our Certificate of Incorporation, a merger,
consolidation, sale of all or substantially all of our assets, or other business combination involving an interested stockholder holding
10% or more of the voting power of our capital stock requires the affirmative vote of 66 2/3% of our outstanding voting stock unless the
transaction has been approved by a majority of those members of our Board who are not affiliated with the interested stockholder or unless
the interested stockholder offers a fair price and reasonably uniform terms to all other stockholders. The vote of 66 2/3% of our outstanding
voting stock is required to amend or repeal this provision.
Advance Notification of Stockholder Nominations and Proposals
Our By-Laws provide that in order for nominations
of directors or other business to be properly brought before an annual meeting by our stockholders, subject to certain limited exceptions,
the stockholders must give notice to us not less than 120 days nor more than 150 days prior to the anniversary of our previous annual
meeting of stockholders. The notice must contain specific information regarding the nominee for director, or other business to be addressed,
as well as information regarding the stockholder who is proposing the nomination.
Regulation of Insurance Company Takeovers
We own, directly or indirectly, all of the shares
of stock of our insurance company subsidiaries domiciled in New Jersey, New York, and Indiana. State insurance laws require prior approval
by state insurance departments of any acquisition of control of an insurance company domiciled in the state or a company that controls
an insurance company domiciled in the state. For this purpose, control generally includes ownership of 10% or more of the voting securities
of, or the possession of proxies representing 10% or more, of an insurance company or insurance holding company, unless the state insurance
commissioner determines otherwise. As such, any purchase of 10% or more of our common stock could require approval of the insurance departments
in the states mentioned above.
Transfer Agent
The transfer agent and registrar for our common
stock is EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120-4100.
Preferred Stock
Under our Certificate of Incorporation, we are
authorized to issue up to 5,000,000 shares of preferred stock, without par value, in one or more series with the designations and the
relative voting, dividend, liquidation, conversion, redemption, and other rights and preferences fixed by the Board. Of the 5,000,000
shares of preferred stock authorized, 300,000 shares have been designated Series A junior preferred stock, without par value, which
have not been issued, and 8,000 shares have been designated as our 4.60% Non-Cumulative Preferred Stock, Series B, which are issued
and outstanding. The Board can issue preferred stock without any approval by our stockholders.
Antitakeover Provisions
Under our Certificate of Incorporation, a merger,
consolidation, sale of all or substantially all of our assets, or other business combination involving an interested stockholder holding
10% or more of the voting power of our capital stock requires the affirmative vote of two-thirds of our outstanding voting stock unless
the transaction has been approved by a majority of those members of the Board who are not affiliated with the interested stockholder or
unless the interested stockholder offers a fair price and reasonably uniform terms to all other stockholders, as described in our Certificate
of Incorporation. Additionally, our Certificate of Incorporation and By-Laws provide that a director may be removed from office by our
stockholders only for cause and by the affirmative vote of the majority of the votes cast by stockholders entitled to vote for the election
of directors. The vote of two-thirds of our outstanding voting stock are required to amend or repeal these provisions.
Our By-Laws establish advance written notice procedures
for stockholders seeking to nominate candidates for election as directors and to bring business before an annual meeting of our stockholders.
Under our By-Laws, only persons who are nominated by the Board or by a stockholder who has given timely written notice to our secretary
will be eligible for election as a director. Our By-Laws further provide that any matter to be presented at any meeting of stockholders
must be presented either by the Board or by a stockholder in compliance with the procedures in our By-Laws.
The foregoing provisions may have the effect of
discouraging, delaying, or preventing attempts to take over the Company.
DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions
of the depositary shares. The applicable prospectus supplement will describe the specific terms of the depositary shares offered by that
prospectus supplement and any general terms outlined in this section that will not apply to those depositary shares.
General
We may, at our option, elect to offer depositary
shares, each representing a fraction (to be set forth in the prospectus supplement relating to a particular series of preferred stock)
of a share of a particular class or series of preferred stock as described below. In the event we elect to do so, depositary receipts
evidencing depositary shares will be issued to the public.
The shares of any class or series of preferred
stock represented by depositary shares will be deposited under a deposit agreement among us, a depositary selected by us, and the holders
of the depositary receipts. The depositary will be a bank or trust company having its principal office in the United States and having
a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share, to all
the rights and preferences of the shares of preferred stock represented by the depositary share, including dividend, voting, redemption,
and liquidation rights. The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary
receipts will be distributed to those persons purchasing the fractional shares of the related class or series of preferred shares in accordance
with the terms of the offering described in the applicable prospectus supplement.
Pending the preparation of definitive depositary
receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to, and entitling the
holders thereof to all the rights pertaining to, the definitive depositary receipts but not in definitive form. Definitive depositary
receipts will be prepared without unreasonable delay, and temporary depositary receipts will be exchangeable for definitive depositary
receipts without charge to the holder.
Dividends and Other Distributions
The depositary will distribute all cash dividends
or other cash distributions received for the preferred stock to the entitled record holders of depositary shares in proportion to the
number of depositary shares that the holder owns on the relevant record date, provided, however, that if we or the depositary is required
by law to withhold an amount on account of taxes, then the amount distributed to the holders of depositary shares shall be reduced accordingly.
The depositary will distribute only an amount that can be distributed without attributing to any holder of depositary shares a fraction
of one cent. The depositary will add the undistributed balance to, and treat it as part of, the next sum received by the depositary for
distribution to holders of the depositary shares.
If there is a non-cash distribution, the depositary
will distribute property received by it to the entitled record holders of depositary shares, in proportion, insofar as possible, to the
number of depositary shares owned by the holders, unless the depositary determines, after consultation with us, that it is not feasible
to make such distribution. If this occurs, the depositary may, with our approval, sell such property and distribute the net proceeds from
such sale to the holders. The deposit agreement also will contain provisions relating to how any subscription or similar rights that we
may offer to holders of the preferred stock will be available to the holders of the depositary shares.
Withdrawal of Shares
Upon surrender of the depositary receipts at the
corporate trust office of the depositary, unless the related depositary shares have previously been called for redemption, converted,
or exchanged into our other securities, the holder of the depositary shares evidenced thereby is entitled to delivery of the number of
whole shares of the related class or series of preferred stock and any money or other property represented by such depositary shares.
Holders of depositary receipts will be entitled to receive whole shares of the related class or series of preferred stock on the basis
set forth in the prospectus supplement for such class or series of preferred stock, but holders of such whole shares of preferred stock
will not thereafter be entitled to exchange them for depositary shares. If the depositary receipts delivered by the holder evidence a
number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to
be withdrawn, the depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary
shares. In no event will fractional shares of preferred stock be delivered upon surrender of depositary receipts to the depositary.
Conversion, Exchange, and Redemption
If any class or series of preferred stock underlying
the depositary shares may be converted or exchanged, each record holder of depositary receipts representing the shares of preferred stock
being converted or exchanged will have the right or obligation to convert or exchange the depositary shares represented by the depositary
receipts. Whenever we redeem or convert shares of preferred stock held by the depositary, the depositary will redeem or convert, at the
same time, the number of depositary shares representing the preferred stock to be redeemed or converted. The depositary will redeem the
depositary shares from the proceeds it receives from the corresponding redemption of the applicable series of preferred stock. The depositary
will mail notice of redemption or conversion to the record holders of the depositary shares that are to be redeemed between 30 and 60
days before the date fixed for redemption or conversion. The redemption price per depositary share will be equal to the applicable fraction
of the redemption price per share on the applicable class or series of preferred stock. If less than all the depositary shares are to
be redeemed, the depositary will select which shares are to be redeemed by lot on a pro rata basis or by any other equitable method as
the depositary may decide. After the redemption or conversion date, the depositary shares called for redemption or conversion will no
longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will end, except the right to receive
money, securities, or other property payable upon redemption or conversion.
Voting the Preferred Stock
When the depositary receives notice of a meeting
at which the holders of the particular class or series of preferred stock are entitled to vote, the depositary will mail the particulars
of the meeting to the record holders of the depositary shares. Each record holder of depositary shares on the record date may instruct
the depositary on how to vote the shares of preferred stock underlying the holder’s depositary shares. The depositary will try,
if practical, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions. We will
agree to take all reasonable action requested by the depositary to enable it to vote as instructed.
Amendment and Termination of the Deposit Agreement
We and the depositary may agree at any time to
amend the deposit agreement and the depositary receipt evidencing the depositary shares. Any amendment that (1) imposes or increases
certain fees, taxes, or other charges payable by the holders of the depositary shares as described in the deposit agreement, or (2) otherwise
materially adversely affects any substantial existing rights of holders of depositary shares, will not take effect until such amendment
is approved by the holders of at least a majority of the depositary shares then outstanding. Any holder of depositary shares that continues
to hold its shares after such amendment has become effective will be deemed to have agreed to the amendment.
We may direct the depositary to terminate the deposit
agreement by mailing a notice of termination to holders of depositary shares at least 30 days prior to termination. The depositary may
terminate the deposit agreement if 90 days have elapsed after the depositary delivered written notice of its election to resign and a
successor depositary is not appointed. In addition, the deposit agreement will automatically terminate if:
| · | the depositary has redeemed all related outstanding depositary shares; |
| · | all outstanding shares of preferred stock have been converted into or exchanged for common stock; or |
| · | we have liquidated, terminated, or wound up our business and the depositary has distributed the preferred stock of the relevant series
to the holders of the related depositary shares. |
Reports and Obligations
The depositary will forward to the holders of depositary
shares all reports and communications from us that are delivered to the depositary and that we are required by law, the rules of
an applicable securities exchange, or our Certificate of Incorporation, as amended, to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if the depositary is prevented or delayed by law or any circumstances beyond its control
in performing its obligations under the deposit agreement. The deposit agreement limits our obligations to performance in good faith of
the duties stated in the deposit agreement. The depositary assumes no obligation and will not be subject to liability under the deposit
agreement except to perform such obligations as are set forth in the deposit agreement without negligence or bad faith. Neither we nor
the depositary will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or class or series of
preferred stock unless the holders of depositary shares requesting us to do so furnish us with a satisfactory indemnity. In performing
our obligations, we and the depositary may rely and act upon the advice of our counsel on any information provided to us by a person presenting
shares for deposit, any holder of a receipt, or any other document believed by us or the depositary to be genuine and to have been signed
or presented by the proper party or parties.
Payment of Fees and Expenses
We will pay all fees, charges, and expenses of
the depositary, including the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary
shares will pay taxes and governmental charges and any other charges as are stated in the deposit agreement for their accounts.
Resignation and Removal of Depositary
At any time, the depositary may resign by delivering
notice to us, and we may remove the depositary at any time. Resignations or removals will take effect upon the appointment of a successor
depositary and its acceptance of the appointment. The successor depositary must be appointed within 90 days after the delivery of the
notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities
outlines some of the general terms and provisions of the debt securities that may be offered hereunder by us from time to time. This information
may not be complete in all respects and is qualified in its entirety by reference to the applicable indenture and its associated documents.
The specific terms of any series of debt securities offered hereunder will be described in the applicable prospectus supplement. If so
described in a prospectus supplement, the terms of that series of debt securities may differ from the general description of terms presented
below.
We may issue debt securities either separately
or together with, or upon the conversion of, or in exchange for, other securities.
We may issue senior or subordinated debt securities
(including senior subordinated and junior subordinated debt securities). Neither the senior debt securities nor the subordinated debt
securities will be secured by any of our property or assets or the property or assets of our subsidiaries. Thus, by owning a debt security,
you are one of our unsecured creditors.
The senior debt securities and, in the case of
senior debt securities in bearer form, any related interest coupons, will be issued under our senior debt indenture described below and
will rank equally with all of our other unsecured and unsubordinated debt.
The subordinated debt securities and, in the case
of subordinated debt securities in bearer form, any related interest coupons, will be issued under our senior subordinated debt indenture
or our junior subordinated debt indenture described below and will be subordinate in right of payment to all of our “senior indebtedness,”
as defined in the applicable subordinated debt indenture. None of the indentures limit our ability to incur additional unsecured indebtedness.
When we refer to “debt securities”
in this prospectus, we mean both the senior debt securities and the subordinated debt securities. When we refer to “subordinated
debt securities” in this prospectus, we mean both the senior subordinated debt securities and the junior subordinated debt securities.
The Senior Debt Indenture, Senior Subordinated Debt Indenture, and
Junior Subordinated Debt Indenture
The senior debt securities may be issued from time
to time in series under the senior debt indenture dated as of February 8, 2013, by and between the Company and U.S. Bank National
Association, as trustee (the “senior debt indenture”). Wherever defined terms are used but not defined in this section of
the prospectus, those terms have the meanings assigned to them in the senior debt indenture, it being intended that those defined terms
will be incorporated herein by reference. The senior debt indenture does not limit the amount of debt securities that may be issued thereunder
and will govern debt securities up to the aggregate principal amount that we may authorize from time to time.
The subordinated debt securities may be issued
from time to time in series under the “senior subordinated debt indenture” or the “junior subordinated debt indenture.”
Each indenture is a contract between us and U.S. Bank National Association, as trustee. The indentures are substantially identical, except
for the provisions relating to subordination, which are included only in the senior subordinated debt indenture and the junior subordinated
debt indenture.
Reference to the indenture or the trustee with
respect to any debt securities, means the indenture under which those debt securities are issued and the trustee under that indenture.
The trustee has two main roles:
| 1. | The trustee can enforce the rights of holders against us if we default on our obligations under the terms of the indenture or the
debt securities. |
| 2. | The trustee performs administrative duties for us, such as sending interest payments and notices to holders, and transferring a holder’s
debt securities to a new buyer if a holder sells. |
The indenture and its associated documents contain
the full legal text of the matters described in this section. The indenture and the debt securities are governed by New York law. A copy
of each indenture is an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information”
below for information on how to obtain a copy.
General
We may issue as many distinct series of debt securities
under any of the indentures as we wish. The provisions of the senior debt indenture, the senior subordinated debt indenture, and junior
subordinated debt indenture allow us not only to issue debt securities with terms different from those previously issued under the applicable
indenture, but also to “reopen” a previous issue of a series of debt securities and issue additional debt securities of that
series. We may issue debt securities in amounts that exceed the total amount specified on the cover of your prospectus supplement at any
time without your consent and without notifying you. In addition, we may offer debt securities, together in the form of units with other
debt securities, warrants, purchase contracts, and preferred stock or common stock, as described below under “Description of Purchase
Contracts and Purchase Units.”
This section summarizes the material terms of the
debt securities that are common to all series, although the prospectus supplement that describes the terms of each series of debt securities
may also describe differences from the material terms summarized here.
Because this section is a summary, it does not
describe every aspect of the debt securities. This summary is subject to and qualified in its entirety by reference to all the provisions
of the indenture, including definitions of certain terms used in the indenture. In this summary, we describe the meaning of only some
of the more important terms. For your convenience, we also include references in parentheses to certain sections of the indenture. Whenever
we refer to particular sections or defined terms of the indenture in this prospectus or in the prospectus supplement, such sections or
defined terms are incorporated by reference herein or in the prospectus supplement. The forms of senior debt indenture, the senior subordinated
debt indenture, and junior subordinated debt indenture are filed as exhibits to the registration statement of which this prospectus is
a part, and are incorporated by reference herein. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended.
You should refer to the applicable indenture for the provisions that may be important to you.
This summary also is subject to and qualified by
reference to the description of the particular terms of your series described in the prospectus supplement. Those terms may vary from
the terms described in this prospectus. The prospectus supplement relating to each series of debt securities will be attached to the front
of this prospectus. There may also be a further prospectus supplement, known as a pricing supplement, which contains the precise terms
of debt securities you are offered. In addition, we may also incorporate additional information concerning the debt securities by reference
into registration statement of which this prospectus forms a part. See the section entitled “Where You Can Find More Information.”
We may issue the debt securities as original issue
discount securities, which may be offered and sold at a substantial discount below their stated principal amount. (Section 3.01).
The prospectus supplement relating to the original issue discount securities will describe federal income tax consequences and other special
considerations applicable to them. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies
or currency units, as described in more detail in the prospectus supplement relating to any of the particular debt securities. The prospectus
supplement relating to specific debt securities will also describe certain additional tax considerations applicable to such debt securities.
In addition, the specific financial, legal, and
other terms particular to a series of debt securities will be described in the prospectus supplement and, if applicable, a pricing supplement
relating to the series. The prospectus supplement relating to a series of debt securities will describe the following terms of the series:
| · | the title of the series of debt securities; |
| · | whether it is a series of senior debt securities or a series of subordinated debt securities; |
| · | any limit on the aggregate principal amount of the series of debt securities; |
| · | the date or dates on which the series of debt securities will mature; |
| · | the person to whom interest on a debt security is payable, if other than the holder on the regular record date; |
| · | the rate or rates, which may be fixed or variable per annum, at which the series of debt securities will bear interest, if any, and
the date or dates from which that interest, if any, will accrue; |
| · | the circumstances, if any, in which principal, if any, or interest on such debt security may be deferred; |
| · | the place or places where the principal of, premium, if any, and interest on the debt securities is payable; |
| · | any optional redemption or repayment provisions; |
| · | the dates on which interest, if any, on the series of debt securities will be payable and the regular record dates for the interest
payment dates; |
| · | the date, if any, after which and the price or prices at which the series of debt securities may, in accordance with any optional
or mandatory redemption provisions, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption
provisions, if any; |
| · | any mandatory or optional sinking funds or similar provisions or provisions for redemption at the option of the issuer; |
| · | if the debt securities may be converted into or exercised or exchanged for our common stock or preferred stock or other of our securities
or the debt or equity securities of third parties, the terms on which conversion, exercise, or exchange may occur, including whether conversion,
exercise, or exchange is mandatory, at the option of the holder, or at our option, the period during which conversion, exercise or exchange
may occur, the initial conversion, exercise, or exchange price or rate, and the circumstances or manner in which the amount of common
stock or preferred stock or other securities or the debt or equity securities of third parties issuable upon conversion, exercise, or
exchange may be adjusted; |
| · | if other than denominations of $1,000 and any of its integral multiples, the denominations in which the series of debt securities
will be issuable; |
| · | the currency of payment of principal, premium, if any, and interest on the series of debt securities; |
| · | if the currency of payment for principal, premium, if any, and interest on the series of debt securities is subject to our election
or that of a holder, the currency or currencies in which payment can be made and the period within which, and the terms and conditions
upon which, the election can be made; |
| · | if a trustee other than U.S. Bank National Association is named for the debt securities, the name of such trustee; |
| · | any index used to determine the amount of payment of principal or premium, if any, and interest on the series of debt securities; |
| · | the applicability of the provisions described under “- Defeasance” below; |
| · | any event of default under the series of debt securities if different from those described under “- Events of Default”
below; |
| · | whether we will have the option of issuing certificated debt securities in bearer form if we issue the securities outside the United
States to non-U.S. persons, and any special provisions relating to bearer securities that are not addressed in this prospectus; |
| · | if the series of debt securities will be issuable only in the form of a global security, the depositary or its nominee with respect
to the series of debt securities, and the circumstances under which the global security may be registered for transfer or exchange in
the name of a person other than the depositary or the nominee; and |
| · | any other special feature of the series of debt securities. |
Overview of Remainder of this Description
The remainder of this description summarizes:
| · | Additional mechanics relevant to the debt securities under normal circumstances, such as how holders transfer ownership and where
we make payments (see “Additional Mechanics” below); |
| · | Holders’ rights in several special situations, such as if we merge with another company or if we want to change a term of the
debt securities (see “Special Situations” below); |
| · | Subordination provisions in the senior subordinated debt indenture and the junior subordinated debt indenture that may prohibit us
from making payment on those securities (see “Subordination Provisions” below); |
| · | Our right to release ourselves from all or some of our obligations under the debt securities and the indenture by a process called
defeasance (see “Defeasance” below); and |
| · | Holders’ rights if we default or experience other financial difficulties (see “Events of Default” below). |
Additional Mechanics
Form, Exchange, and Transfer
Unless we specify otherwise in the prospectus supplement,
the debt securities will be issued:
| · | only in fully registered form; |
| · | without interest coupons; and |
| · | in denominations that are even multiples of $1,000. (Section 3.02). |
Holders may have their debt securities broken into
more debt securities of smaller denominations of not less than $1,000 or combined into fewer debt securities of larger denominations,
as long as the total principal amount is not changed. (Section 3.05). This is called an exchange.
Holders may exchange or transfer debt securities
at the office of the trustee. They may also replace lost, stolen, or mutilated debt securities at that office. The trustee acts as our
agent for registering debt securities in the names of holders and transferring debt securities. We may change this appointment to another
entity or perform it ourselves. The entity performing the role of maintaining the list of registered holders is called the security registrar.
It will also perform transfers. (Section 3.05). The trustee’s agent may require an indemnity before replacing any debt securities.
Holders will not be required to pay a service charge
to transfer or exchange debt securities, but holders may be required to pay for any tax or other governmental charge associated with the
exchange or transfer. The transfer or exchange will only be made if the security registrar is satisfied with your proof of ownership.
If we designate additional transfer agents, they
will be named in the prospectus supplement. We may cancel the designation of any particular transfer agent. We may also approve a change
in the office through which any transfer agent acts. (Section 12.02).
If the debt securities are redeemable, we may block
the transfer or exchange of debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending
on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or
exchanges of debt securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed
portion of any debt security being partially redeemed. (Section 3.05).
The rules for exchange described above apply
to exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, exercisable,
or exchangeable into or for a different kind of security, such as one that we have not issued, or for other property, the rules governing
that type of conversion, exercise, or exchange will be described in the prospectus supplement.
Global Securities
The debt securities of a series may be issued in
whole or in part in the form of one or more global securities that will be deposited with or on behalf of a depositary identified in the
applicable prospectus supplement. Global securities will be issued in registered form and may be in either temporary or permanent form.
The related prospectus supplement will describe
the specific terms of the depositary arrangement with respect to that series of debt securities. We anticipate that the following provisions
will apply to all depositary arrangements.
Unless otherwise specified in an applicable prospectus
supplement, global securities to be deposited with or on behalf of a depositary will be registered in the name of that depositary or its
nominee. Upon the issuance of a global security, the depositary for that global security will credit the respective principal amounts
of the debt securities represented by such global security to the participants that have accounts with that depositary or its nominee.
Ownership of beneficial interests in those global securities will be limited to participants in the depositary or persons that may hold
interests through these participants.
A participant’s ownership of beneficial interests
in these global securities will be shown on the records maintained by the depositary or its nominee. The transfer of a participant’s
beneficial interest will only be effected through these records. A person whose ownership of beneficial interests in these global securities
is held through a participant will be shown on, and the transfer of that ownership interest within that participant will be effected only
through, records maintained by the participant. The laws of some jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Limits and laws of this nature may impair your ability to transfer beneficial interests
in a global security.
Except as set forth below and in the indenture,
owners of beneficial interests in the global security will not be entitled to receive debt securities of the series represented by that
global security in definitive form and will not be considered to be the owners or holders of those debt securities under the global security.
Because the depositary can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of beneficial
owners of interests in a global security to pledge such interests to persons or entities that do not participate in the depositary system,
or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.
No beneficial owner of an interest in the global security will be able to transfer that interest except in accordance with the depositary’s
applicable procedures, in addition to those provided for under the applicable indenture and, if applicable, those of Euroclear Bank S.A./N.V.,
as operator of the Euroclear System, Clearstream International and/or any other relevant clearing system.
We will make payment of principal of, premium,
if any, and any interest on global securities to the depositary or its nominee, as the case may be, as the registered owner or the holder
of the global security. None of us, the trustee, any paying agent or the securities registrar for those debt securities will have any
responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests
in a global security or for maintaining, supervising, or reviewing any records relating to those beneficial ownership interests. (Section 3.09).
We expect that the depositary for a permanent global
security, upon receipt of any payment in respect of a permanent global security, will immediately credit participants’ accounts
with payments in amounts proportionate to their respective beneficial interests in the principal amount of that global security as shown
on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in the global security
held through those participants will be governed by standing instructions and customary practices, as is now the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those
participants.
We may at any time and in our sole discretion determine
not to have any debt securities represented by one or more global securities. In such event, we will issue debt securities in definitive
form in exchange for all of the global securities representing such debt securities. (Section 3.05).
If set forth in the applicable prospectus supplement,
an owner of a beneficial interest in a global security may, on terms acceptable to us and the depositary, receive debt securities of that
series in definitive form. In that event, an owner of a beneficial interest in a global security will be entitled to physical delivery
in definitive form of debt securities of the series represented by that global security equal in principal amount to that beneficial interest
and to have those debt securities registered in its name.
Registered and Bearer Securities
Registered securities may be exchangeable for other
debt securities of the same series, registered in the same name, for the same aggregate principal amount in authorized denominations and
will be transferable at any time or from time to time at the office of the trustee. The holder will not pay a service charge for any such
exchange or transfer except for any tax or governmental charge incidental thereto. (Section 3.05). We may also have the option of
issuing debt securities in non-registered form, as bearer securities, if we issue the debt securities outside the United States to non-U.S.
person and if permitted by applicable laws and regulations. In such case, the prospectus supplement will describe the terms upon which
registered securities may be exchanged for bearer securities of the series. If any bearer securities are issued, any restrictions applicable
to the offer, sale, or delivery of bearer securities and the terms upon which bearer securities may be exchanged for registered securities
of the same series will be described in the prospectus supplement. The applicable prospectus supplement will also describe the requirements
with respect to our maintenance of offices or agencies outside the United States and the applicable U.S. federal tax law requirements.
Payment and Paying Agents
We will pay interest to the person listed in the
trustee’s records at the close of business on a particular day in advance of each due date for interest, even if that person no
longer owns the debt security on the interest due date. Except as otherwise will be stated in the prospectus supplement, the record date
will be the last day of the calendar month preceding an interest due date if such interest due date is the fifteenth day of the calendar
month and will be the fifteenth day of the calendar month preceding an interest due date if such interest due date is the first day of
the calendar month. (Section 3.08). Holders buying and selling debt securities must work out between them how to compensate for the
fact that we will pay all the interest for an interest period to the one who is the registered holder on the regular record date. The
most common manner is to adjust the sale price of the securities to pro-rate interest fairly between buyer and seller. This prorated interest
amount is called accrued interest.
We will pay interest, principal, and any other
money due on the debt securities at the corporate trust office of the trustee, currently located at 60 Livingston Ave., St. Paul, Minnesota
55107. Holders must make arrangements to have their payments picked up at or wired from that office. We may also choose to pay interest
by mailing checks.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT
THEIR BANKS, BROKERS, OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
We may also arrange for additional payment offices
and may cancel or change these offices, including our use of the trustee’s corporate trust office. These offices are called paying
agents. We may also choose to act as our own paying agent or choose one of our subsidiaries to do so. We must notify the trustee of any
changes in the paying agents for any particular series of debt securities. (Section 12.02).
Notices
We and the trustee will send notices regarding
the debt securities only to holders, using their addresses as listed in the trustee’s records. (Section 1.06).
Regardless of who acts as paying agent, all money
paid by us to a paying agent that remains unclaimed at the end of two years after the amount is due to holders will be repaid to us. After
that two-year period, holders may look to us for payment and not to the trustee or any other paying agent. (Section 6.05).
Special Situations
Mergers and Similar Events
We are generally permitted to consolidate or merge
with, or convey, transfer, or lease all or substantially all of our assets to, any Person (as defined in the applicable indenture) subject
to all the following conditions being met:
| · | the resulting, surviving, or transferee Person must be organized and existing under the laws of the United States, any state thereof
or the District of Columbia, and it shall expressly assume, by a supplemental indenture, executed and delivered to the applicable trustee
in form satisfactory to such trustee, the due and punctual payment of the principal of and interest on all the debt securities and the
performance of every covenant of the applicable indenture on the part of the Company to be performed or observed; |
| · | after giving effect to the transaction, no event of default under the indenture, and no event that, after notice or lapse of time,
or both, would become an event of default, will have occurred and be continuing unless the merger or other transactions would cure the
default; and |
| · | we must have delivered certain certificates and opinions to the trustee. |
If the conditions described above are satisfied
with respect to any series of debt securities, we will not need to obtain the approval of the holders of those debt securities to merge
or consolidate or to sell our assets. Also, these conditions will apply only if we wish to merge or consolidate with another entity or
sell substantially all of our assets to another entity. We will not need to satisfy these conditions if we enter into other types of transactions,
including any transaction in which we acquire the stock or assets of another entity, any transaction that involves a change of control
but in which we do not merge or consolidate, any transaction in which we sell less than substantially all of our assets, and any merger
or consolidation in which we are the surviving corporation. (Section 10.01). It is possible that this type of transaction may result
in a reduction in our credit rating, may reduce our operating results, or may impair our financial condition. Holders of our debt securities,
however, will have no approval right with respect to any transaction of this type.
Modification and Waiver of the Debt Securities
We may modify or amend the indenture without the
consent of the holders of any of our outstanding debt securities for various enumerated purposes, including the naming, by a supplemental
indenture, of a trustee other than U.S. Bank National Association, for a series of debt securities. We may modify or amend the indenture
with the consent of the holders of a majority in aggregate principal amount of the debt securities of each series affected by the modification
or amendment. However, no such modification or amendment may, without the consent of the holder of each affected debt security:
| · | modify the terms of payment of principal, premium, or interest; |
| · | reduce the stated percentage of holders of debt securities necessary to modify or amend the indenture or waive our compliance with
certain provisions of the indenture and certain defaults thereunder; or |
| · | modify the subordination provisions of the senior subordinated debt indenture or the junior subordinated debt indenture in a manner
adverse to such holders. |
Subordination Provisions
Holders of subordinated debt securities should
recognize that contractual provisions in the senior subordinated debt indenture and in the junior subordinated debt indenture may prohibit
us from making payments on those securities. Senior subordinated debt securities are subordinate and junior in right of payment, to the
extent and in the manner stated in the senior subordinated debt indenture or any supplement thereto to all of our senior indebtedness,
as defined in the senior subordinated debt indenture, including all debt securities we have issued and will issue under the senior debt
indenture. Junior subordinated debt securities are subordinate and junior in right of payment, to the extent and in the manner stated
in the junior subordinated debt indenture or any supplement thereto, to all of our senior indebtedness, as defined in the junior subordinated
debt indenture, including all debt securities we have issued and will issue under the senior debt indenture or any supplement thereto
and under the senior subordinated debt indenture or any supplement thereto.
Unless otherwise indicated in the applicable prospectus
supplement, the senior subordinated and junior subordinated indentures define the term “senior indebtedness” with respect
to each respective series of senior subordinated and junior subordinated debt securities, to mean the principal, premium, if any, and
interest on all indebtedness and obligations of, or guaranteed or assumed by us, whether outstanding on the date of the issuance of subordinated
debt securities or thereafter created, incurred, assumed, or guaranteed and all amendments, modifications, renewals, extensions, deferrals,
and refundings of any such indebtedness unless the instrument creating such indebtedness or obligations provides that they are subordinated
or are not superior in right of payment to the subordinated debt securities. In the case of the junior subordinated indenture, unless
otherwise indicated in the applicable prospectus supplement, senior indebtedness also includes all subordinated debt securities issued
under the senior subordinated indenture. Unless otherwise indicated in the applicable prospectus supplement, notwithstanding anything
to the contrary in the foregoing, senior indebtedness will not include (A) any obligation of us to any of our subsidiaries, (B) any
liability for Federal, state, local, or other taxes owed or owing by us or our subsidiaries, (C) any accounts payable or other liability
to trade creditors (including guarantees thereof or instruments evidencing such liabilities), or (D) any obligations with respect
to any of our capital stock.
Unless otherwise indicated in the applicable prospectus
supplement, we may not pay principal of, premium, of any, or interest on any subordinated debt securities or defease, purchase, redeem,
or otherwise retire such securities if:
| · | a default in the payment of any principal, or premium, if any, or interest on any senior indebtedness, occurs and is continuing or
any other amount owing in respect of any senior indebtedness is not paid when due; or |
| · | any other default occurs with respect to any senior indebtedness and the maturity of such senior indebtedness is accelerated in accordance
with its terms, |
unless and until such default in payment or event of default has been
cured or waived and any such acceleration is rescinded or such senior indebtedness has been paid in full in cash. Unless otherwise indicated
in the applicable prospectus supplement, the foregoing limitations will also apply to payments in respect of the junior subordinated debt
securities in the case of an event of default under the senior subordinated indebtedness.
If there is any payment or distribution of our
assets to creditors upon a total or partial liquidation or a total or partial dissolution or in a bankruptcy, reorganization, insolvency,
receivership, or similar proceeding, holders of all present and future senior indebtedness (which will include interest accruing after,
or which would accrue but for, the commencement of any bankruptcy, reorganization, insolvency, receivership, or similar proceeding) are
entitled to receive payment in full before any payment or distribution, whether in cash, securities, or other property, in respect of
the subordinated indebtedness. In addition, unless otherwise indicated in the applicable prospectus supplement, in any such event, payments
or distributions that would otherwise be made on subordinated or junior subordinated debt securities will generally be paid to the holders
of senior indebtedness, or their representatives, in accordance with the priorities existing among these creditors at that time until
the senior indebtedness is paid in full.
After payment in full of all present and future
senior indebtedness, holders of subordinated debt securities will be subrogated to the rights of any holders of senior indebtedness to
receive any further payments or distributions that are applicable to the senior indebtedness until all the subordinated debt securities
are paid in full. The senior subordinated and junior subordinated indentures provide that the foregoing subordination provisions may not
be changed in a manner that would be adverse to the holders of senior indebtedness without the consent of the holders of such senior indebtedness.
The prospectus supplement delivered in connection
with the offering of a series of subordinated or junior subordinated debt securities will set forth a more detailed description of the
subordination provisions applicable to any such debt securities.
If the trustee under the subordinated debt indenture
or any holders of the subordinated debt securities receive any payment or distribution that is prohibited under the subordination provisions,
then the trustee or the holders will have to repay that money to the holders of the senior indebtedness.
Even if the subordination provisions prevent us
from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that
series if we do not make the payment when due. This means that the trustee under the subordinated debt indenture and the holders of that
series can take action against us, but they will not receive any money until the claims of the holders of senior indebtedness have been
fully satisfied.
Defeasance
The indenture permits us to be discharged from
our obligations under the indenture and the debt securities if we comply with the following procedures. This discharge from our obligations
is referred to in this prospectus as defeasance. (Section 6.02).
Unless the applicable prospectus supplement states
otherwise, if we deposit with the trustee sufficient cash and/or U.S. government securities to pay and discharge the principal and premium,
if any, and interest, if any, to the date of maturity of that series of debt securities, then from and after the ninety-first day following
such deposit:
| · | we will be deemed to have paid and discharged the entire indebtedness on the debt securities of that series; and |
| · | our obligations under the indenture with respect to the debt securities of that series will cease to be in effect. |
Following defeasance, holders of the applicable
debt securities would be able to look only to the defeasance trust for payment of principal and premium, if any, and interest, if any,
on their debt securities.
Defeasance may be treated as a taxable exchange
of the related debt securities for obligations of the trust or a direct interest in the money or U.S. government securities held in the
trust. In that case, holders of debt securities would recognize gain or loss as if the trust obligations or the money or U.S. government
securities held in the trust, as the case may be, had actually been received by the holders in exchange for their debt securities. Holders
thereafter might be required to include as income a different amount of income than in the absence of defeasance. We urge prospective
investors to consult their own tax advisors as to the specific tax consequences of defeasance.
Events of Default
The indenture provides holders of debt securities
with remedies if we fail to perform specific obligations, such as making payments on the debt securities. You should review these provisions
carefully to understand what constitutes an event of default under the indenture.
Unless stated otherwise in the prospectus supplement,
an event of default with respect to any series of debt securities under the indenture will be:
| · | default in the payment of the principal of, or premium, if any, on any debt security of such series at its maturity; |
| · | default in making a sinking fund payment, if any, on any debt security of such series when due and payable; |
| · | default for 30 days in the payment of any installment of interest on any debt security of such series; |
| · | default for 90 days after written notice in the observance or performance of any other covenant in the indenture; |
| · | certain events of bankruptcy, insolvency, or reorganization, or court appointment of a receiver, liquidator, or trustee for us or
our property; or |
| · | any other event of default provided in or pursuant to the applicable resolution of our Board of Directors or supplemental indenture
under which such series of debt securities is issued. (Section 7.01). |
The trustee may withhold notice to the holders
of any series of debt securities of any default with respect to such series, except in the payment of principal, premium, or interest
or in the payment of any sinking fund installment or analogous obligation, if it considers such withholding of notice in the interest
of such holders. (Section 8.02).
If an event of default with respect to any series
of debt securities has occurred and is continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the
debt securities of that series may declare the principal of all the debt securities of such series to be due and payable immediately.
(Section 7.02).
The indenture contains a provision entitling the
trustee to be indemnified by the holders before proceeding to exercise any right or power under the indenture at the request of any such
holders. (Section 8.03). The indenture provides that the holders of a majority in aggregate principal amount of the outstanding debt
securities of any series may direct the time, method, and place of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred upon the trustee, with respect to the debt securities of such series. (Section 7.12). The
right of a holder to institute a proceeding with respect to the indenture is subject to certain conditions precedent, including notice
and indemnity to the trustee. However, the holder has an absolute right to the receipt of principal of, premium, if any, and interest,
if any, on the debt securities of any series on the respective stated maturities, as defined in the indenture, and to institute suit for
the enforcement of these rights. (Section 7.07 and Section 7.08).
The holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of such series,
waive any past defaults. Each holder of a debt security affected by a default must consent to a waiver of:
| · | a default in payment of the principal of or premium, if any, or interest, if any, on any debt security of such series; |
| · | a default in the payment of any sinking fund installment or analogous obligation with respect to the debt securities of such series;
and |
| · | a default in respect of a covenant or provision of the indenture that cannot be amended or modified without the consent of the holder
of each outstanding debt security affected. (Section 7.13). |
We will furnish to the trustee annual statements
as to the fulfillment of our obligations under the indenture. (Section 9.04 and Section 12.05).
Our Relationship with the Trustee
Affiliates of U.S. Bank National Association, the
current trustee under the indentures, may provide banking and corporate trust services to us and extend credit to us and any of our subsidiaries.
The trustee may act as a depository of our funds and hold our common shares for the benefit of its customers, including customers over
whose accounts the trustee has discretionary authority. If a bank or trust company other than U.S. Bank National Association is to act
as trustee for a series of senior, senior subordinated, or junior subordinated debt securities, the applicable prospectus supplement will
provide information concerning that other trustee.
DESCRIPTION OF GUARANTEES
We may offer guarantees, including for debt securities
of subsidiaries, for consideration that may include cash, consents, or exchanges of existing securities. We may unconditionally guarantee
the due and punctual payment of the principal of (and premium, if any) and interest, if any, on debt securities when and as the same shall
become due and payable, whether at maturity, upon redemption, upon acceleration or otherwise.
Our guarantees will be unsecured. Guarantees on
senior debt securities will rank equally with all of our other senior unsecured and unsubordinated obligations.
The guarantees will be governed and construed in
accordance with the laws of the State of New York.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of common
stock, preferred stock, or debt securities. Warrants may be issued independently or together with debt securities, preferred stock, or
common stock offered by any prospectus supplement or other offering materials and may be attached to or separate from any of the offered
securities. Each warrant will entitle the holder to purchase the number of shares of common stock or preferred stock or principal amount
of debt securities, as the case may be, at the exercise price and in the manner specified in the prospectus supplement or other offering
materials relating to those warrants. Warrants will be issued under one or more warrant agreements to be entered into between us and a
bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume
any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. If we offer warrants, we will
file the warrant agreement relating to the offered warrants as an exhibit to, or incorporate it by reference in, the registration statement
of which this prospectus is a part. The prospectus supplement or other offering materials relating to a particular issue of warrants will
describe the terms of the warrants.
DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase common
stock, preferred stock, debt securities, or other securities. We may issue subscription rights independently or together with any other
offered security, which may or may not be transferable by the stockholder. In connection with any offering of subscription rights, we
may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers
may be required to purchase any securities remaining unsubscribed for after such offering.
The prospectus supplement relating to any subscription
rights we may offer will contain the specific terms of the subscription rights. These terms may include the following:
| · | the price, if any, for the subscription rights; |
| · | the exercise price payable for each share of common stock, preferred stock, debt securities, or other securities upon the exercise
of the subscription rights; |
| · | the number of subscription rights issued to each security holder; |
| · | the number and terms of each share of common stock, preferred stock, debt securities, or other securities which may be purchased per
each subscription right; |
| · | the extent to which the subscription rights are transferable; |
| · | any provisions for adjustment of the number or amount of securities receivable upon exercise of the subscription rights or the exercise
price of the subscription rights; |
| · | any other terms of the subscription rights, including the terms, procedures, and limitations relating to the exchange and exercise
of the subscription rights; |
| · | the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall
expire; |
| · | the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and |
| · | if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering
of subscription rights. |
The description in the applicable prospectus supplement
of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable
subscription rights certificate or subscription rights agreement, which will be filed with the SEC if we offer subscription rights. For
more information on how you can obtain copies of any subscription rights certificate or subscription rights agreement if we offer subscription
rights, see “Where You Can Find More Information.” We urge you to read the applicable subscription rights certificate, the
applicable subscription rights agreement, and any applicable prospectus supplement in their entirety.
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE
UNITS
We may issue purchase contracts for the purchase
or sale of common stock, preferred stock, or debt securities issued by us or by third parties as specified in the applicable prospectus
supplement. Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase on specified
dates, such securities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement.
We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase
contract or the cash value of the securities otherwise deliverable, as set forth in the applicable prospectus supplement. The applicable
prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, and any acceleration, cancellation,
or termination provisions or other provisions relating to the settlement of a purchase contract. The price per security and the number
of securities may be fixed at the time the purchase contracts are entered into or may be determined by reference to a specific formula
set forth in the applicable purchase contracts.
The purchase contracts may be issued separately
or as part of units consisting of a purchase contract and debt securities or debt obligations of third parties, including U.S. Treasury
securities, or any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the
holders’ obligations to purchase the securities under the purchase contracts, which we refer to herein as “purchase units.”
The purchase contracts may require holders to secure
their obligations under the purchase contracts in a specified manner. The purchase contracts also may require us to make periodic payments
to the holders of the purchase contracts or the purchase units, as the case may be, or vice versa, and those payments may be unsecured
or pre-funded on some basis.
The prospectus supplement relating to any purchase
contracts or purchase units we may offer will contain the specific terms of the purchase contracts or purchase units. These terms may
include the following:
| · | whether the purchase contracts obligate the holder to purchase or sell, or both, our common stock, preferred stock, or debt securities,
and the nature and amount of each of those securities, or method of determining those amounts; |
| · | whether the purchase contracts are to be prepaid or not; |
| · | whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our
common stock or preferred stock; |
| · | any acceleration, cancellation, termination, or other provisions relating to the settlement of the purchase contracts; and |
| · | whether the purchase contracts will be issued in fully registered global form. |
The description in the applicable prospectus supplement
of any purchase contract or purchase unit we offer will not necessarily be complete and will be qualified in its entirety by reference
to the applicable purchase contract or purchase unit, which will be filed with the SEC if we offer purchase contracts or purchase units.
For more information on how you can obtain copies of any purchase contract or purchase unit we may offer, see “Where You Can Find
More Information.” We urge you to read the applicable purchase contract or applicable purchase unit and any applicable prospectus
supplement in their entirety.
SELLING STOCKHOLDERS
Information about selling security holders, where
applicable, will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the
Exchange Act which are incorporated by reference herein.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus
from time to time in one or more transactions, including without limitation:
| · | directly to one or more purchasers; |
| · | to or through underwriters, brokers, or dealers; or |
| · | through a combination of any of these methods. |
A distribution of the securities offered by this
prospectus may also be effected through the issuance of derivative securities, including without limitation, warrants, subscriptions,
exchangeable securities, forward delivery contracts, and the writing of options.
In addition, the manner in which we may sell some
or all of the securities covered by this prospectus includes, without limitation, through:
| · | a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal,
to facilitate the transaction; |
| · | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
| · | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
| · | privately negotiated transactions. |
We may also enter into hedging transactions. For
example, we may:
| · | enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage
in short sales of the common stock pursuant to this prospectus, in which case such broker-dealer or affiliate may use shares of common
stock received from us to close out its short positions; |
| · | sell securities short and redeliver such shares to close out our short positions; |
| · | enter into option or other types of transactions that require us to deliver common stock to a broker-dealer or an affiliate thereof,
who will then resell or transfer the common stock under this prospectus; or |
| · | loan or pledge the common stock to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default
in the case of a pledge, sell the pledged shares pursuant to this prospectus. |
In addition, we may enter into derivative or hedging
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and any applicable
prospectus supplement or pricing supplement, as the case may be. If so, the third party may use securities borrowed from us or others
to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities
covered by this prospectus and any applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event
of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement or
pricing supplement, as the case may be.
A prospectus supplement with respect to each offering
of securities will state the terms of the offering of the securities, including:
| · | the name or names of any underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any; |
| · | the public offering price or purchase price of the securities and the net proceeds to be received by us from the sale; |
| · | any delayed delivery arrangements; |
| · | any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; |
| · | any discounts or concessions allowed or reallowed or paid to dealers; and |
| · | any securities exchange or markets on which the securities may be listed. |
The offer and sale of the securities described
in this prospectus by us, the underwriters, or the third parties described above may be effected from time to time in one or more transactions,
including privately negotiated transactions, either:
| · | at a fixed price or prices, which may be changed; |
| · | at market prices prevailing at the time of sale; |
| · | at prices related to the prevailing market prices; or |
General
Any public offering price and any discounts, commissions,
concessions, or other items constituting compensation allowed or reallowed or paid to underwriters, dealers, agents, or remarketing firms
may be changed from time to time. Underwriters, dealers, agents, and remarketing firms that participate in the distribution of the offered
securities may be “underwriters” as defined in the Securities Act. Any discounts or commissions they receive from us and any
profits they receive on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities
Act. We will identify any underwriters, agents, or dealers and describe their commissions, fees, or discounts in the applicable prospectus
supplement or pricing supplement, as the case may be.
Underwriters and Agents
If underwriters are used in a sale, they will acquire
the offered securities for their own account. The underwriters may resell the offered securities in one or more transactions, including
negotiated transactions. These sales may be made at a fixed public offering price or prices, which may be changed, at market prices prevailing
at the time of the sale, at prices related to such prevailing market price or at negotiated prices. We may offer the securities to the
public through an underwriting syndicate or through a single underwriter. The underwriters in any particular offering will be mentioned
in the applicable prospectus supplement or pricing supplement, as the case may be.
Unless otherwise specified in connection with any
particular offering of securities, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions
contained in an underwriting agreement that we will enter into with the underwriters at the time of the sale to them. The underwriters
will be obligated to purchase all of the securities of the series offered if any of the securities are purchased, unless otherwise specified
in connection with any particular offering of securities. Any initial offering price and any discounts or concessions allowed, reallowed,
or paid to dealers may be changed from time to time.
We may designate agents to sell the offered securities.
Unless otherwise specified in connection with any particular offering of securities, the agents will agree to use their best efforts to
solicit purchases for the period of their appointment. We may also sell the offered securities to one or more remarketing firms, acting
as principals for their own accounts or as agents for us. These firms will remarket the offered securities upon purchasing them in accordance
with a redemption or repayment pursuant to the terms of the offered securities. A prospectus supplement or pricing supplement, as the
case may be will identify any remarketing firm and will describe the terms of its agreement, if any, with us and its compensation.
In connection with offerings made through underwriters
or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding securities in consideration
for the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents may also sell
securities covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions.
If so, the underwriters or agents may use the securities received from us under these arrangements to close out any related open borrowings
of securities.
Dealers
We may sell the offered securities to dealers as
principals. We may negotiate and pay dealers’ commissions, discounts, or concessions for their services. The dealer may then resell
such securities to the public either at varying prices to be determined by the dealer or at a fixed offering price agreed to with us at
the time of resale. Dealers engaged by us may allow other dealers to participate in resales.
Direct Sales
We may choose to sell the offered securities directly.
In this case, no underwriters or agents would be involved.
Institutional Purchasers
We may authorize agents, dealers, or underwriters
to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant to delayed delivery contracts
providing for payment and delivery on a specified future date. The applicable prospectus supplement or pricing supplement, as the case
may be will provide the details of any such arrangement, including the offering price and commissions payable on the solicitations.
We will enter into such delayed contracts only
with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies, pension
funds, investment companies, and educational and charitable institutions.
Indemnification; Other Relationships
We may have or enter into agreements with agents,
underwriters, dealers, and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities
Act. Agents, underwriters, dealers, and remarketing firms, and their affiliates, may engage in transactions with, or perform services
for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement
accompanying this prospectus, Robyn P. Turner, Senior Vice President, Assistant General Counsel and Corporate Secretary of the Company,
will provide opinions regarding the authorization and validity of the common stock and preferred stock, and Morgan, Lewis & Bockius
LLP, New York, NY, will act as legal counsel to Selective Insurance Group, Inc.
EXPERTS
The consolidated financial statements of Selective
Insurance Group, Inc. as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31,
2023, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023
have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, current reports, proxy
statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC. Our SEC filings, including the registration statement and
the exhibits and schedules thereto, are available to the public on the SEC’s website at http://www.sec.gov. You can also access
our SEC filings through our website at www.Selective.com shortly after filing such material with the SEC. Except as expressly set forth
below, we are not incorporating by reference the contents of the SEC website or our website into this prospectus.
The SEC allows us to “incorporate by reference”
the information we file with them, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference herein is considered to be a part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below (excluding any
portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):
| · | the description of our securities contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31,
2023, and as amended by any subsequent amendments or reports filed for the purpose of updating the description. |
All documents we file pursuant to Section 13(a),
13(c), 14 or 15(d) under the Exchange Act after the date of this prospectus and prior to the termination of the offering of securities
by this prospectus shall also be deemed to be incorporated by reference in this prospectus from the date of filing of the documents, except
for information furnished under Item 2.02 and Item 7.01 of Form 8-K, which is not deemed filed and not incorporated by reference
herein. Information that we file with the SEC will automatically update and may replace information in this prospectus and information
previously filed with the SEC.
We will provide without charge upon written or
oral request to each person, to whom this prospectus is delivered, a copy of any or all of the documents which are incorporated by reference
into this prospectus, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit
to the registration statement of which this prospectus forms a part. Requests should be directed to:
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Attention: Robyn P. Turner, Senior Vice President, Assistant General Counsel and Corporate Secretary
Telephone: (973) 948-3000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of the
securities will be borne by the registrant. Such expenses are estimated to be as follows:
| | |
Amount to be
paid | |
| Securities and Exchange Commission registration fee | |
$ | | (1) |
| Accounting fees and expenses | |
| | (2) |
| Trustee and registrar fees and expenses | |
| | (2) |
| Legal fees and expenses | |
| | (2) |
| Printing fees and expenses | |
| | (2) |
| Rating agency fees | |
| | (2) |
| Miscellaneous | |
| | (2) |
| Total | |
$ | | (2) |
| (1) | Deferred in accordance with Rule 456(b) and Rule 457(r) under the Securities Act. |
| (2) | Since an indeterminate amount of securities is covered in this registration statement, the expenses in connection with the issuance
and distribution of the securities are not currently determinable. An estimate of the aggregate expenses in connection with the issuance
and distribution of the securities being offered will be included in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Selective Insurance Group, Inc. (the “Company”)
is organized under the laws of the State of New Jersey. The New Jersey Business Corporation Act, as amended (the “Act”), provides
that a New Jersey corporation has the power generally to indemnify its directors, officers, employees, and other agents against expenses
and liabilities in connection with any proceeding involving such person by reason of their being or having been a corporate agent, other
than a proceeding by or in the right of the corporation, if such person acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, such person had no reasonable
cause to believe their conduct was unlawful. In the case of an action brought by or in the right of the corporation, indemnification of
directors, officers, employees, and other agents against expenses is permitted if such person acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the corporation; however, no indemnification is permitted in respect
of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the
extent that the New Jersey Superior Court, or the court in which such proceeding was brought, shall determine upon application that despite
the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to such
indemnification. Expenses incurred by a director, officer, employee, or other agent in connection with a proceeding may be, under certain
circumstances, paid by the corporation in advance of the final disposition of the proceeding as authorized by the Board. The power to
indemnify and advance expenses under the Act does not exclude other rights to which a director, officer, employee, or other agent of the
corporation may be entitled to under the certificate of incorporation, by-laws, agreement, vote of stockholders, or otherwise; provided
that no indemnification is permitted to be made to or on behalf of such person if a judgment or other final adjudication adverse to such
person establishes that their acts or omissions were in breach of their duty of loyalty to the corporation or its shareholders, were not
in good faith or involved a violation of the law, or resulted in the receipt by such person of an improper personal benefit.
Under the Act, a New Jersey corporation has the
power to purchase and maintain insurance on behalf of any director, officer, employee or other agent against any expenses incurred in
any proceeding and any liabilities asserted against him or her by reason of their being or having been a corporate agent, whether or not
the corporation has the power to indemnify him or her against such expenses and liabilities under the Act. All of the foregoing powers
of indemnification granted to a New Jersey corporation may be exercised by such corporation notwithstanding the absence of any provision
in its certificate of incorporation or by-laws authorizing the exercise of such powers. A New Jersey corporation, however, may provide,
with certain limitations, in its certificate of incorporation that a director or officer shall not be personally liable, or shall be liable
only to the extent therein provided, to the corporation or its shareholders for damages for breach of a duty owed to the corporation or
its shareholders.
Reference is made to Sections 14A:3-5 and 14A:2-7(3) of
the Act in connection with the above summary of indemnification, insurance and limitation of liability.
Section (a) of Article Eighth of
the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provide generally
that a director shall not be personally liable to the Company or its stockholders for damages from breach of any duty owed to the Company
or its stockholders, except to the extent such personal liability may not be eliminated or limited under the Act. Such provisions further
provide generally that an officer of the Company shall not be personally liable to the Company or its stockholders for damages or breach
of any duty owed to the Company or its stockholders, except to the extent and for the duration of any period of time such personal liability
may not be eliminated or limited under the Act.
Section (b) of
Article Eighth of the Certificate of Incorporation and Article XII of the Company’s By-Laws provide generally that each
person who was or is made a party to or involved in a pending, threatened or completed civil, criminal, administrative, or arbitrative
action, suit, or proceeding, or any appeal therein or any inquiry or investigation which could lead to such action, suit, or proceeding
of the Company or any constituent corporation absorbed by it in a consolidation or merger, or by reason of their having been a
director, officer, trustee, employee, or agent of another entity serving as such at the Company’s request, shall be indemnified
and held harmless by the Company to the fullest extent permitted by the Act, as amended (but, in the case of any amendments, except as
otherwise provided by law, only to the extent such amendment permits the Company to provide broader indemnification rights than the Act
permitted prior to such amendment), from and against any and all reasonable costs, disbursements, and attorney’s fees, and any and
all amounts paid or incurred in satisfaction of settlements, judgments, fines, and penalties, incurred or suffered in connection with
any such proceeding, and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee,
or agent and shall inure to the benefit of such person’s heirs, executors, administrators, and assigns; provided, however, that,
except as provided above, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board, or as otherwise
required by law. Such provisions of the Certificate of Incorporation and By-Laws provide, under certain circumstances, for a right to
be paid by the Company the expenses incurred in any proceeding in advance of the final disposition of such proceeding as authorized by
the Board. Further, the Company is authorized to purchase and maintain insurance on behalf of any director, officer, employee, or agent
of the Company against any expenses incurred and any liabilities asserted against him/her in any proceeding by reason of such person having
been a director, officer, employee, or agent, whether or not the Company would have the power to indemnify such person.
The Company’s directors and officers are
insured by policies purchased by it against liability and expenses incurred in their capacity as directors or officers.
Item 16. List of Exhibits.
Exhibit
Number |
|
|
| 1.1 |
|
Form of Underwriting Agreement* |
| 3.1 |
|
Amended
and Restated Certificate of Incorporation of Selective Insurance Group, Inc., filed May 4, 2010, as amended, including by Certificate
of Correction thereto, dated August 17, 2020 and effective May 4, 2010 (incorporated by reference herein to Exhibit 3.1
of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 001-33067) |
| 3.2 |
|
Certificate
of Amendment of the Restated Certificate of Incorporation of Selective Insurance Group, Inc., with respect to the 4.60% Non-Cumulative
Preferred Stock, Series B of Selective Insurance Group, Inc., filed with the State of New Jersey Department of Treasury and
effective December 7, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A
filed on December 8, 2020) |
| 3.3 |
|
By-Laws of Selective Insurance Group, Inc., effective January 1, 2024 (incorporated by reference herein to Exhibit 3.1
of the Company’s Current Report on Form 8-K, filed December 15, 2023, File No. 001-33067) |
| 4.1 |
|
Indenture, dated as of November 16, 2004, between Selective Insurance Group, Inc. and Wachovia Bank, National Association,
as Trustee, relating to the Company’s 7.25% Senior Notes due 2034 (incorporated by reference herein to Exhibit 4.1 of the
Company’s Current Report on Form 8-K filed November 18, 2004, File No. 000-08641) |
| 4.2 |
|
Indenture, dated as of November 3, 2005, between Selective Insurance Group, Inc. and Wachovia Bank, National Association,
as Trustee, relating to the Company’s 6.70% Senior Notes due 2035 (incorporated by reference herein to Exhibit 4.1 of the
Company’s Current Report on Form 8-K filed November 9, 2005, File No. 000-08641) |
| 4.3 |
|
Indenture, dated as of February 8, 2013, between Selective Insurance Group, Inc. and U.S. Bank National Association, as
Trustee (incorporated by reference herein to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed February 8,
2013, File No. 001-33067) |
| 4.4 |
|
Second Supplemental Indenture, dated as of March 1, 2019, between Selective Insurance Group, Inc. and U.S. Bank National
Association, as Trustee, relating to the Company’s 5.375% Senior Notes due 2049 (incorporated by reference herein to Exhibit 4.1
of the Company’s Current Report on Form 8-K filed March 1, 2019 File No. 001-33067) |
| 4.5 |
|
Form of Indenture for Senior
Subordinated Debt Securities (including form of Senior Subordinated Debt Security) (incorporated by reference herein to Exhibit 4.2
to the Company’s Registration Statement on Form S-3 filed September 18, 2006, File No. 333-137395) |
| 4.6 |
|
Form of Indenture for Junior
Subordinated Debt Securities (including form of Junior Subordinated Debt Security) (incorporated by reference herein to Exhibit 4.3
to the Company’s Registration Statement on Form S-3 filed September 18, 2006, File No. 333-137395) |
| 4.7 |
|
Form of Guarantee* |
| 4.8 |
|
Form of Warrant Agreement
(including form of Warrant Certificate)* |
| 4.9 |
|
Form of Subscription Rights
Agreement (including form of Subscription Rights Certificate)* |
| 4.10 |
|
Form of Purchase Contract
(including form of Purchase Contract Certificate)* |
| 4.11 |
|
Form of Purchase Unit Agreement
(including form of Purchase Unit Certificate)* |
| 4.12 |
|
Form of Preferred Stock Certificate* |
| 4.13 |
|
Form of Depositary Agreement
(including form of depositary receipt)* |
| 4.14 |
|
Form of Certificate for the
4.60% Non-Cumulative Preferred Stock, Series B (included in Exhibit 3.1) |
| 4.15 |
|
Deposit
Agreement, dated as of December 9, 2020, among the Company and Equiniti Trust Company, acting as Depositary, Registrar and Transfer
Agent, and the holders from time to time of the depositary receipts described therein (incorporated by reference herein to Exhibit 4.2
of the Company’s Current Report on Form 8-K filed December 9, 2020, File No. 001-33067) |
| 4.16 |
|
Form of
depositary receipt (included in Exhibit 4.15) |
| 5.1 |
|
Opinion
of Robyn P. Turner, Esq. |
| 5.2 |
|
Opinion of Morgan, Lewis &
Bockius LLP |
| 23.1 |
|
Consent of Independent Registered
Public Accounting Firm |
| 23.2 |
|
Consent of Robyn P. Turner, Esq.
(included in Exhibit 5.1) |
| 23.3 |
|
Consent of Morgan, Lewis &
Bockius LLP (included in Exhibit 5.2) |
| 24.1 |
|
Power of Attorney of Ainar D. Aijala, Jr. |
| 24.2 |
|
Power of Attorney of Lisa Rojas
Bacus |
| 24.3 |
|
Power of Attorney of Terrence W.
Cavanaugh |
| 24.4 |
|
Power of Attorney of Wole C. Coaxum |
| 24.5 |
|
Power of Attorney of Robert Kelly
Doherty |
| 24.6 |
|
Power of Attorney of Thomas A.
McCarthy |
| 24.7 |
|
Power of Attorney of Stephen C.
Mills |
| 24.8 |
|
Power of Attorney of H. Elizabeth
Mitchell |
| 24.9 |
|
Power of Attorney of Cynthia S.
Nicholson |
| 24.10 |
|
Power of Attorney of John S. Scheid |
| 24.11 |
|
Power of Attorney of Philip H.
Urban |
| 25.1 |
|
Form T-1 Statement of Eligibility
and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Senior Debt Indenture |
| 25.2 |
|
Form T-1 Statement of Eligibility
and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Senior Subordinated Debt
Indenture |
| 25.3 |
|
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association,
as Trustee under the Junior Subordinated Debt Indenture |
| 107 |
|
Filing Fee Table |
| * | To be filed by amendment to the Registration Statement or incorporated by reference from documents filed or to be filed with the SEC
under the Exchange Act. |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)
that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10 (a) of the Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough
of Branchville, State of New Jersey, on the 30th day of May, 2024.
| |
SELECTIVE INSURANCE GROUP, INC. |
| |
|
| |
By: |
/s/ John J. Marchioni |
| |
Name: |
John J. Marchioni |
| |
Title: |
Chairman of the Board, President and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ John J. Marchioni |
|
Chairman of the Board, President and Chief Executive Officer |
|
May 30, 2024 |
| John J. Marchioni |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
|
/s/ Anthony D. Harnett |
|
Senior Vice President, Chief Accounting Officer
and Interim
Chief Financial Officer (Principal Financial Officer |
|
May 30, 2024 |
| Anthony D. Harnett |
|
and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Ainar D. Aijala, Jr. |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Lisa Rojas Bacus |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Terrence W. Cavanaugh |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Wole C. Coaxum |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Robert Kelly Doherty |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Thomas A. McCarthy |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Stephen C. Mills |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| H. Elizabeth Mitchell |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Cynthia S. Nicholson |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| John S. Scheid |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 30, 2024 |
| Philip H. Urban |
|
|
|
|
Michael H. Lanza hereby signs this registration
statement on behalf of each of the indicated persons for whom he is attorney-in-fact on May 30, 2024 pursuant to powers of attorney
filed herewith.
| *By: |
/s/ Michael H. Lanza |
|
| |
Michael H. Lanza |
|
| |
Attorney-in-Fact |
|
Exhibit 5.1
 |
Robyn P. Turner
Senior Vice President, Assistant General Counsel and Corporate Secretary
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Tel: (973) 948-1766
Fax: (973) 948-0282
E-mail: robyn.turner@selective.com |
May 30, 2024
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Re: Selective Insurance Group, Inc. Registration
Statement on Form S-3
I am Senior Vice President, Assistant General Counsel
and Corporate Secretary of Selective Insurance Group, Inc., a New Jersey corporation (the “Company”). In such capacity, I
have acted as the Company’s counsel in connection with the Company’s Registration Statement on Form S-3 (the “Registration
Statement”) to be filed today with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the Company’s issuance and sale
from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act, of the following
securities of the Company:
| (i) | shares of common stock, par value $2.00 per share, of the Company (“Common Stock”); |
| (ii) | shares of preferred stock, no par value per share, of the Company (“Preferred Stock”), which may be issued in one or more
series; |
| (iii) | (a) senior debt securities, which may be issued in one or more series (the “Senior Debt Securities”) under the senior
debt indenture dated as of February 8, 2013 between the Company and U.S. Bank National Association, as trustee (the “Senior
Indenture”); (b) senior subordinated unsecured debt securities, which may be issued in one or more series (the “Senior
Subordinated Debt Securities”) under the senior subordinated debt indenture (the “Senior Subordinated Indenture”) proposed
to be entered into between the Company and U.S. Bank National Association, as trustee; and (c) junior subordinated unsecured debt
securities, which may be issued in one or more series (collectively with the Senior Debt Securities and Senior Subordinated Debt Securities,
the “Debt Securities”), under the junior subordinated debt indenture, proposed to be entered into between the Company and
U.S. Bank National Association, as trustee (together with the Senior Indenture and the Senior Subordinated Indenture, the “Indentures”)
(U.S. Bank National Association, in each such capacity as trustee, a “Trustee”); |
| (iv) | guarantees by the Company (“Guarantees”) of debt securities issued by the Company’s subsidiaries; |
| (v) | warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Warrants”), which may be issued
pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into by the Company and one
or more warrant agents to be named therein; |
| (vi) | subscription rights to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Subscription Rights”),
which may be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”) and/or
pursuant to one or more subscription rights agreements (each, a “Subscription Rights Agreement”) proposed to be entered into
by the Company and one or more subscription agents to be named therein; |
| (vii) | purchase contracts (“Purchase Contracts”) obligating the holders thereof to purchase from the Company, and the Company
to sell to such holders, shares of Common Stock, shares of Preferred Stock or Debt Securities at a future date or dates, which may be
issued pursuant to one or more purchase contract agreements (each, a “Purchase Contract Agreement”) proposed to be entered
into by the Company and one or more purchase contract agents to be named therein; |
| (viii) | purchase units of the Company (“Purchase Units”), each consisting of a Purchase Contract and Debt Securities or debt obligations
of third parties, including U.S. Treasury securities, any other securities described in the applicable prospectus supplement, or any combination
of these securities that may be issued pursuant to one or more agreements (each, a “Purchase Unit Agreement”); |
| (ix) | such indeterminate number of shares of Common Stock or Preferred Stock and indeterminate amount of Debt Securities as may be issued
upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Debt Securities, Warrants or Subscription Rights or settlement
of any Purchase Contracts or Purchase Units, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution
adjustments determined at the time of offering (collectively, “Indeterminate Securities”); and |
| (x) | an unspecified amount of depositary receipts (the “Receipts”) representing fractional shares of the Company’s preferred
stock, without par value (the “Depositary Shares”). The Depositary Shares may be issued pursuant to one or more deposit agreements
(each, a “Deposit Agreement”) proposed to be entered into between the Company and one or more banks or trust companies to
be named in the applicable Deposit Agreement (each, a “Bank Depositary”), which may be issued pursuant to a prospectus. |
The Common Stock, Preferred Stock, Debt Securities,
Guarantees, Warrants, Subscription Rights, Purchase Contracts, Purchase Units, Indeterminate Securities, and Depositary Shares offered
pursuant to the Registration Statement are collectively referred to herein as the “Offered Securities.”
This opinion is furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In rendering this opinion, I have examined originals
or copies, certified or otherwise identified to my satisfaction, of the following documents:
| (a) | the Registration Statement, together with exhibits filed as a part thereof; |
| (b) | the Amended and Restated Certificate of Incorporation, as amended, of the Company as currently in effect (the “Certificate of
Incorporation”); |
| (c) | the By-Laws of the Company as currently in effect (the “By-Laws”); and |
| (d) | certain resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the registration of the
Offered Securities. |
I also have examined originals or copies, certified
or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate
as a basis for the opinions stated below.
In my examination, I have assumed the genuineness
of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of all documents submitted to me as electronic, certified,
or photostatic copies, and the authenticity of the originals of such copies. In examining executed documents or documents to be
executed, I have assumed (i) the listed parties, other than the Company, had or will have the power, corporate or other, to
enter into and perform all obligations thereunder, (ii) the due authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents, and (iii) except to the extent expressly stated in the opinions below, the validity
and binding effect on such parties. As to any facts relevant to this opinion that I did not independently establish or verify, I
have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
The opinions set forth herein are limited to laws
of the State of New Jersey normally applicable to the Common Stock, Preferred Stock, and Depositary Shares covered by the Registration
Statement and, to the extent required, any New Jersey judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings, or registrations with governmental authorities are relevant (all of the foregoing being referred to
as “Opined on Law”). I do not express any opinion on the law of any jurisdiction other than Opined on Law or the effect of
the law of any jurisdiction other than Opined on Law on the opinions herein stated. The Offered Securities may be issued from time to
time on a delayed or continuous basis, and this opinion is limited to the Opined on Law in effect today, with your understanding that
the Opined on Laws is subject to future change with possible retroactive effect.
Based upon and subject to the foregoing explanations,
limitations, qualifications, exceptions, and assumptions, I am of the opinion that:
| 1. | With respect to any shares of Common Stock offered by the Company pursuant to the Registration Statement, including any Indeterminate
Securities constituting Common Stock (the “Offered Common Stock”), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus
supplement with respect to the shares of the Offered Common Stock has been prepared, delivered, and filed in compliance with the Securities
Act and the applicable rules and regulations thereunder; (iii) if the Offered Common Stock is to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to the shares of the Offered Common Stock has been duly authorized,
executed, and delivered by the Company and the other parties thereto; (iv) the Board, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance of the Offered Common
Stock and related matters; (v) the terms of the issuance and sale of the Offered Common Stock have been duly established in conformity
with the Certificate of Incorporation and the By-Laws of the Company so as not to violate any applicable law, the Certificate of Incorporation,
or the By-Laws, or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) certificates
in the form required under the New Jersey Business Corporation Act (the “NJBCA”) representing the shares of the Offered Common
Stock are duly executed, countersigned, registered, and delivered upon payment of the agreed upon consideration therefor, the shares of
the Offered Common Stock (including any Common Stock duly issued upon conversion, exchange, or exercise of any Preferred Stock), when
issued or sold in accordance with the applicable underwriting agreement with respect to the Offered Common Stock or any other duly authorized,
executed, and delivered valid and binding purchase or agency agreement, or upon due conversion, exchange or exercise of any Debt Securities,
Preferred Stock or Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable, provided that
the consideration therefor is not less than $2.00 per share of Common Stock. |
| 2. | With respect to any shares of any series of Preferred Stock offered by the Company pursuant to the Registration Statement, including
any Indeterminate Securities constituting Preferred Stock (the “Offered Preferred Stock”), when (i) the Registration
Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an
appropriate prospectus supplement with respect to the shares of the Offered Preferred Stock has been prepared, delivered, and filed in
compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Preferred Stock
is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the shares of the Offered
Preferred Stock has been duly authorized, executed, and delivered by the Company and the other parties thereto; (iv) the Board, including
any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve
the issuance and terms of the shares of the Offered Preferred Stock and related matters, including the adoption of a Certificate of Designation
for the Offered Preferred Stock (the “Certificate of Designation”) in accordance with the applicable provisions of the NJBCA;
(v) the filing of the Certificate of Designation with the Secretary of State of the State of New Jersey has duly occurred; (vi) the
terms of the Offered Preferred Stock and of their issuance and sale have been duly established in conformity with the Certificate of Incorporation,
including the Certificate of Designation relating to the Offered Preferred Stock, and the By-Laws of the Company so as not to violate
any applicable law, the Certificate of Incorporation, or the By-Laws, or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction
over the Company; and (vii) certificates in the form required under the NJBCA representing the shares of the Offered Preferred Stock
are duly executed, countersigned, registered, and delivered upon payment of the agreed upon consideration therefor, the shares of the
Offered Preferred Stock (including any Preferred Stock duly issued upon conversion, exchange, or exercise of any Preferred Stock), when
issued or sold in accordance with the applicable underwriting agreement or any other duly authorized, executed, and delivered valid and
binding purchase or agency agreement, will be duly authorized, validly issued, fully paid and nonassessable. |
| 3. | With respect to any Depositary Shares offered by the Company, including such indeterminate number of Depositary Shares as may be issued
upon conversion, exchange, or exercise, as applicable, of any of the Company’s securities, including the Company’s securities
that may be issued pursuant to anti-dilution adjustments determined at the time of the offering (collectively, the “Offered Depositary
Shares”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has
become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to the Offered Depositary
Shares has been prepared, delivered, and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) if
the Offered Depositary Shares are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting
agreement with respect to the Offered Depositary Shares has been authorized, executed, and delivered by the Company and the other parties
thereto; (iv) a Deposit Agreement relating to the Offered Depositary Shares has been duly authorized, executed, and delivered by
the Company and the other parties thereto; (v) the terms of the Offered Depositary Shares and of their issuance and sale have been
duly established in conformity with the applicable Deposit Agreement; (vi) the preferred stock relating to such Offered Depositary
Shares has been duly authorized for issuance by the Company; (vii) the Offered Depositary Shares have been duly executed, delivered,
countersigned, issued, and sold in accordance with the provisions of the applicable Deposit Agreement, and the Offered Depositary Shares
have been delivered to the applicable Bank Depositary for deposit in accordance with the applicable Deposit Agreement; and (viii) the
Receipts evidencing the Depositary Shares have been duly issued against deposit of the related shares of preferred stock with the Bank
Depositary in accordance with the applicable Deposit Agreement, the Offered Depositary Shares, when issued and sold or otherwise distributed
in accordance with the provisions of the applicable Deposit Agreement and the applicable underwriting agreement, if any, or any other
duly authorized, executed, and delivered valid and binding agreement, will have been duly authorized by all necessary corporate action
on the part of the Company and validly issued under the laws of the State of New Jersey. |
I consent to (i) my name’s reference
under the heading “Legal Matters” in the prospectus forming part of the Registration Statement, and (ii) the filing of
this opinion with the Commission as an exhibit to the Registration Statement. My consent, however, is not an admission that I am within
the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.
This opinion is expressed as of today, unless otherwise
expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed in this opinion
or of any subsequent changes in applicable laws.
| |
Very truly yours, |
| |
|
| |
/s/ Robyn P. Turner |
| |
Robyn P. Turner, Esq. |
Exhibit 5.2
May 30, 2024
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Ladies and Gentlemen:
We have acted as special New York counsel for Selective Insurance Group, Inc.,
a New Jersey corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission
(the “Commission”) of a registration statement (the “Registration Statement”) on Form S-3 under the Securities
Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of (a) shares of
common stock, par value $2.00 per share, of the Company (“Common Stock”); (b) shares of preferred stock, no par value
per share, of the Company (“Preferred Stock”), which may be issued in one or more series; (c) depositary receipts (the
“Receipts”) evidencing depositary shares, each representing a fractional interest in a share of Preferred Stock (such depositary
shares, the “Depositary Shares”), which may be issued pursuant to one or more deposit agreements (each, a “Deposit Agreement”)
proposed to be entered into between the Company and one or more banks or trust companies to be named in the applicable Deposit Agreement
(each, a “Bank Depositary”); (d) (i) senior unsecured debt securities, which may be issued in one or more series
(the “Senior Debt Securities”) under the senior debt indenture dated as of February 8, 2013 between the Company and U.S.
Bank National Association, as trustee (the “Senior Indenture”); (ii) senior subordinated unsecured debt securities, which
may be issued in one or more series (the “Senior Subordinated Debt Securities”) under the senior subordinated debt indenture
(the “Senior Subordinated Indenture”) in the form filed as exhibit 4.5 to the Registration Statement, between the Company and U.S. Bank National Association,
as trustee; and (iii) junior subordinated unsecured debt securities, which may be issued in one or more series (collectively with
the Senior Debt Securities and Senior Subordinated Debt Securities, the “Debt Securities”), under the junior subordinated
debt indenture in the form filed as exhibit 4.6 to the Registration Statement, between the Company and U.S. Bank National Association, as trustee (the “Junior Subordinated
Indenture” and, together with the Senior Indenture and the Senior Subordinated Indenture, the “Indentures”) (U.S. Bank
National Association, in each such capacity as trustee under each Indenture, a “Trustee”); (e) warrants to purchase shares
of Common Stock, shares of Preferred Stock or Debt Securities (“Warrants”), which may be issued pursuant to one or more warrant
agreements (each, a “Warrant Agreement”) by the Company and one or more warrant agents to be named
therein; (f) subscription rights to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Subscription
Rights”), which may be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”)
and/or pursuant to one or more subscription rights agreements (each, a “Subscription Rights Agreement”) proposed to be entered
into by the Company and one or more subscription agents to be named therein; (g) purchase contracts (“Purchase Contracts”)
obligating the holders thereof to purchase from the Company, and the Company to sell to such holders, shares of Common Stock, shares of
Preferred Stock or Debt Securities at a future date or dates, which may be issued pursuant to one or more purchase contract agreements
(each, a “Purchase Contract Agreement”) proposed to be entered into by the Company and one or more purchase contract agents
to be named therein; (h) purchase units of the Company (“Purchase Units”), each consisting of a Purchase Contract and
Debt Securities or debt obligations of third parties, including U.S. Treasury securities, or any other securities described in the applicable
prospectus supplement or any combination of the foregoing, which may be issued pursuant to one or more agreements (each, a “Purchase
Unit Agreement”) proposed to be entered into by the Company and one or more purchase unit agents to be named therein; and (i) such
indeterminate number of shares of Common Stock or Preferred Stock or Depositary Shares and indeterminate amount of Debt Securities as
may be issued upon exercise, settlement, exchange or conversion, as applicable, of any Preferred Stock, Debt Securities, Warrants or Subscription
Rights or settlement of any Purchase Contracts or Purchase Units, including such shares of Common Stock or Preferred Stock as may be issued
pursuant to anti-dilution adjustments (collectively, “Indeterminate Securities”). The Common Stock, Preferred Stock, Depositary
Shares, Debt Securities, Warrants, Subscription Rights, Purchase Contracts, Purchase Units and Indeterminate Securities offered pursuant
to the Registration Statement are collectively referred to herein as the “Securities.”
Selective Insurance Group, Inc.
May 30, 2024
Page 2
As used herein, “Transaction Documents” means the Indentures
and the supplemental indentures thereto, the Warrant Agreements, the Subscription Rights Agreements, the Purchase Contract Agreements,
the Purchase Unit Agreements, the Deposit Agreements and any applicable underwriting or purchase agreement.
In connection with this opinion letter, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, and other instruments
as we have deemed appropriate for the purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents
submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as
copies. As to any facts material to the opinions hereinafter expressed that have not been independently established, we have relied upon
certificates or comparable documents of officers and representatives of the Company and documents furnished to us by the Company, without
independent verification of their accuracy.
Selective Insurance Group, Inc.
May 30, 2024
Page 3
Based upon and subject to the foregoing, and assuming that: (i) the
Registration Statement will be effective at the time the Securities are offered and issued as contemplated pursuant to the Registration
Statement; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby;
(iii) none of the terms of any Security, nor the issuance and delivery of such Security, nor the compliance by the Company with the
terms of such Security will violate any applicable law; (iv) the Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (v) a
definitive purchase, underwriting or similar agreement with respect to any Securities offered and issued will have been duly authorized,
validly executed and delivered by the Company and the other parties thereto; and (vi) any Securities issuable upon conversion, exchange
or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise, we are of the opinion that:
| 1. | With respect to any series of Debt Securities offered by the Company pursuant to the Registration Statement, including any Indeterminate
Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions
shall have been satisfied, (b) the Senior Subordinated Indenture and the Junior Subordinated Indenture have each been qualified under
the Trust Indenture Act of 1939, (c) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved
and established in conformity with the applicable Transaction Documents and (d) the certificates evidencing the Offered Debt Securities
have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been duly executed and authenticated
in accordance with the provisions of the applicable Indenture and any other applicable Transaction Documents and issued and sold or otherwise
distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor,
the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms under the laws of the State of New York. |
| 2. | With respect to any Warrants offered by the Company (the “Offered Warrants”), when (a) the general conditions shall
have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities for which the Offered Warrants are exercisable
have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed,
delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and
sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon
consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with
their respective terms under the laws of the State of New York. |
Selective Insurance Group, Inc.
May 30, 2024
Page 4
| 3. | With respect to any Subscription Rights offered by the Company (the “Offered Subscription Rights”), when (a) the
general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities relating to such Offered
Subscription Rights have been duly authorized for issuance by the Company and (c) the Subscription Rights Certificates have been
duly executed, delivered and countersigned in accordance with the provisions of the applicable Subscription Rights Agreement, the Offered
Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document
upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their respective terms under the laws of the State of New York. |
| 4. | With respect to any Purchase Contracts offered by the Company (the “Offered Purchase Contracts”), when (a) the general
conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities relating to such Offered Purchase
Contracts have been duly authorized for issuance by the Company and (c) the Offered Purchase Contracts have been duly executed, delivered
and countersigned in accordance with the provisions of the applicable Purchase Contract Agreement, the Offered Purchase Contracts, when
issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the
agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms under the laws of the State of New York. |
| 5. | With respect to any Purchase Units offered by the Company (the “Offered Purchase Units”), when (a) the general conditions
shall have been satisfied, (b) the Purchase Contract and Debt Securities or debt obligations of third parties, including U.S. Treasury
securities, or any other securities described in the applicable prospectus supplement or any combination of the foregoing, included in
such Offered Purchase Units, as applicable, have been duly authorized for issuance or sale, as applicable, by the Company and (c) certificates
evidencing the Offered Purchase Units have been duly executed, delivered and countersigned in accordance with the provisions of the applicable
Purchase Unit Agreement, the Offered Purchase Units, when issued and sold or otherwise distributed in accordance with the provisions of
the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York. |
| 6. | With respect to any Depositary Shares offered by the Company, including such indeterminate number of Depositary Shares as may be issued
upon exercise, settlement, exchange or conversion, of any of the securities of the Company, including such Depositary Shares as may be
issued pursuant to anti-dilution adjustments (collectively, the “Offered Depositary Shares”), when (a) the general conditions
shall have been satisfied, (b) the preferred stock relating to such Depositary Shares has been duly authorized for issuance by the
Company; (c) the Depositary Shares have been duly executed, delivered, countersigned, issued and sold in accordance with the provisions
of the applicable Deposit Agreement, and the Depositary Shares have been delivered to the Bank Depositary for deposit in accordance with
the applicable Deposit Agreement; and (d) the Receipts evidencing the Depositary Shares have been duly issued against deposit of
the related shares of preferred stock with the Bank Depositary in accordance with the applicable Deposit Agreement, such Deposit Agreement
will constitute a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its respective
terms under the laws of the State of New York. |
Selective Insurance Group, Inc.
May 30, 2024
Page 5
The opinions expressed above are subject to the following limitations
and qualifications:
| A. | The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent transfer and other similar laws affecting the rights
and remedies of creditors generally and general principles of equity. |
| B. | Under applicable law, guarantors may be entitled to certain rights or protections which as a matter of statutory or common law may
not be waived or altered. We express no opinion herein as to the enforceability of any provisions of the Guarantees which purport to waive
or alter such rights or protections, except to the extent permitted by law. |
| C. | The opinions expressed herein are limited to the laws of the State of New York and we express no opinion with respect to the laws
of any other state or jurisdiction. Although the Securities may be issued from time to time on a delayed or continuous basis, the opinions
expressed herein are limited to the laws, including rules and regulations, as in effect on the date hereof. |
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement.
In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7
of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Exhibit 23.1
 |
KPMG LLP
345 Park Avenue
New York, NY 10154-0102 |
Consent of Independent Registered Public Accounting
Firm
We consent to the use of our reports
dated February 9, 2024, with respect to the consolidated financial statements of Selective Insurance Group, Inc. and subsidiaries as of
and for the three-year period ended December 31, 2023 and the effectiveness of internal control over financial reporting, as of December
31, 2023, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
New York, New York
May 30, 2024
Exhibit 24.1
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Ainar D. Aijala, Jr. |
| |
Ainar D. Aijala, Jr.
Director |
Exhibit 24.2
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Lisa Rojas Bacus |
| |
Lisa Rojas Bacus
Director |
Exhibit 24.3
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Terrence W. Cavanaugh |
| |
Terrence W. Cavanaugh
Director |
Exhibit 24.4
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Wole C. Coaxum |
| |
Wole C. Coaxum
Director |
Exhibit 24.5
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Robert Kelly Doherty |
| |
Robert Kelly Doherty
Director |
Exhibit 24.6
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Thomas A. McCarthy |
| |
Thomas A. McCarthy
Director |
Exhibit 24.7
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Stephen C. Mills |
| |
Stephen C. Mills
Director |
Exhibit 24.8
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ H. Elizabeth Mitchell |
| |
H. Elizabeth Mitchell
Director |
Exhibit 24.9
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Cynthia S. Nicholson |
| |
Cynthia S. Nicholson
Director |
Exhibit 24.10
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ John S. Scheid |
| |
John S. Scheid
Director |
Exhibit 24.11
POWER OF ATTORNEY
I, the undersigned, hereby appoint Michael H. Lanza
and Robyn P. Turner as my true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for me and in
my name, place and stead, and in any and all capacities, to do any and all acts and things and to execute any and all instruments and
documents which said attorneys-in-fact and agents may deem necessary or desirable to enable Selective Insurance Group, Inc. (the “Company”)
to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations, and requirements of the U.S.
Securities and Exchange Commission (the “Commission”) thereunder, in connection with the registration statement on Form S-3
related to certain securities of the Company, including specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned to such registration statement under the Act on an appropriate form covering said securities,
and any amendments (including post-effective amendments) to such registration statement, to be filed with the Commission, and to any and
all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.
Date: May 30, 2024
| |
/s/ Philip H. Urban |
| |
Philip H. Urban
Director |
Exhibit 25.1
securities
and exchange commission
Washington, D.C. 20549
FORM T-1
Statement
of Eligibility Under
The
Trust Indenture Act of 1939 of a
Corporation
Designated to Act as Trustee
Check if an Application to Determine Eligibility
of
a
Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
|
800 Nicollet Mall
Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) |
(Zip Code) |
Maria Bui-Clifford
U.S. Bank Trust Company, National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6098
(Name, address and telephone number of agent for
service)
Selective Insurance
Group, Inc.
(Issuer with respect to the Securities)
| New Jersey |
22-2168890 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
40 Wantago Avenue
Branchville, NJ |
07890 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Senior Debt Securities
(Title
of the Indenture Securities)
FORM T-1
| Item 1. |
GENERAL INFORMATION. Furnish the following information
as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to
exercise corporate trust powers. |
Yes
| Item 2. |
AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate
of the Trustee, describe each such affiliation. |
None
| Items 3-15 |
Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for
which the Trustee acts as Trustee. |
| Item 16. |
LIST OF EXHIBITS: List below all exhibits filed as a part of
this statement of eligibility and qualification. |
| |
1. |
A copy of the Articles of Association of the Trustee, attached as Exhibit 1. |
| |
|
| |
2. |
A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| |
|
| |
3. |
A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2. |
| | 4. |
A copy of the existing bylaws of the Trustee, attached as Exhibit 4. |
| | 5. |
A copy of each Indenture referred to in Item 4. Not applicable. |
| | 6. |
The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| | 7. |
Report of Condition of the Trustee as of March 31, 2024, published pursuant to law or the requirements of its supervising or examining
authority, attached as Exhibit 7. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
a national banking association organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of St. Paul, State of Minnesota on the 17th of May, 2024.
| |
By: |
/s/ Maria T. Bui-Clifford |
| |
|
Maria T. Bui-Clifford |
| |
|
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose of organizing an association (the
“Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:
FIRST.
The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND.
The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of
the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association
may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD.
The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be
fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the
shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding
company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the
date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the
board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be
used.
Any vacancy in the board of directors may be filled
by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of
directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the
next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the
expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there
is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors,
without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution
of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory
directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with
any board action, and shall not be required to own qualifying shares.
FOURTH. There
shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each
year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the Association
is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on
the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the
board of directors, or, if the directors fail to fix the day, by
shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of
the meeting shall be given to the shareholders by first-class mail.
In all elections of directors, the number of votes
each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be
elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner
selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held
by him or her.
A director may
resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall
be effective when the notice is delivered unless the notice specifies a later effective date.
A
director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose
or one of the purposes is to remove him or her is provided, if there
is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not
be removed if the number of votes sufficient to elect him or her under
cumulative voting is voted against his or her removal.
FIFTH.
The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten
dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of
the United States. The Association shall have only one class of capital stock.
No holder of shares of the capital stock of any
class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association,
whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of
subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and
at such price as the board of directors may from time to time fix.
Transfers
of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no
other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles
of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of
Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each
shareholder shall be entitled to one vote per share.
Unless otherwise specified in the Articles of
Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
Unless otherwise provided in the Bylaws, the record
date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first
notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
The Association,
at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders.
Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or
reclassification of all or part of securities into securities of another class or series.
SIXTH.
The board of directors shall appoint one of its members president of this Association and one of its members chairperson of
the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders'
meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required
to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the board of directors in accordance with the Bylaws.
The board of directors shall have the power to:
| (1) | Define the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees,
and agents of the Association. |
| (3) | Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms
and conditions consistent with applicable law. |
| (4) | Dismiss officers and employees. |
| (5) | Require bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify written policies authorized by the Association's management or committees of the board. |
| (7) | Regulate the manner any increase or decrease of the capital of the Association shall be made; provided
that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with
law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
| (8) | Manage and administer the business and affairs of the Association. |
| (9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs
of the Association. |
| (10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders. |
| (12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH.
The board of directors shall have the power to change the location of the main office to any authorized branch within the limits
of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock
of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency,
to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits.
The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other
location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH.
The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH.
The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock
of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the
United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to
each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any
action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH.
These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote
of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required
by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and
services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors
may propose one or more amendments to the Articles of Association for submission to the shareholders.
In
witness whereof, we have hereunto set our hands this 11th of June, 1997.
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual
Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall
be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days
or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of
the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder
of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated
day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold
an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution
of the Association.
Section 1.2. Special
Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any
time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least
ten percent of the outstanding stock.
Every such special meeting, unless otherwise provided
by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations
for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies.
Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting
and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Record
Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date
of such meeting, unless otherwise determined by the Board.
Section 1.6. Quorum
and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and
the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter
submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors.
The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine
the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at
all annual and special meetings of shareholders.
Section 1.8. Waiver
and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote
Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely
by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board
of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term
of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified,
or until their earlier resignation or removal.
Section 2.3. Powers.
In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles
of Association, the Bylaws and by law.
Section 2.4. Number.
As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than
twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a
number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting
thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing
directors, the Board by a majority vote of the full Board may increase the size of the Board but not to more than a total of
twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors
only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four
directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying
equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each
director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by
applicable law.
Section 2.5. Organization
Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers
of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed
for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular
Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special
Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or
the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board
shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for
the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before
the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement
of the business to be transacted at, or the purpose of, any such meeting.
Section 2.8. Quorum
and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided
by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.
Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of
those directors present and voting shall be the act of the Board.
Section 2.9. Written
Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written
consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.
Section 2.10. Remote
Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference
telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and
such participation shall constitute presence in person at such meeting.
Section 2.11. Vacancies.
When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular
meeting of the Board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory
Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board
of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated
organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board,
provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Trust
Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external
auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled
by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the
results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits,
the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding company
that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:
(1) Must
not include any officers of the Association or an affiliate who participate significantly in the administration of the
Association’s fiduciary activities; and
(2) Must
consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and
control the fiduciary activities of the Association.
Section 3.3. Executive
Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and
may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the
Board is not meeting.
Section 3.4. Trust
Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary
activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management
Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes
related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the
closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other
Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes
and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities
that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from
time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either
the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee
shall at all times be subject to the direction and control of the Board.
Section 3.6. Meetings,
Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of
the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or
recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory
board of directors or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its
functions or authority.
ARTICLE IV
Officers
Section 4.1. Chairman
of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman
shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the
specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred
upon or assigned by the Board.
Section 4.2. President.
The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside
at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers
and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also
have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.
Section 4.3. Vice
President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board
and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the
Board in the absence of both the Chairman and President.
Section 4.4. Secretary.
The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall
keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall
be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records
of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall
also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries
with such powers and duties as the Board, the President or the Secretary shall from time to time determine.
Section 4.5. Other
Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as
from time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact
the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several
offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other
authorized officer. Any person may hold two offices.
Section 4.6. Tenure
of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the
Board or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1. The Board
may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such
form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President,
Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association,
and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall
recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board
may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers,
voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association
shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant
to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any
Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution
of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements,
assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits,
bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed,
verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association,
or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written
instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association.
The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records.
The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders,
the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of
each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust
Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities
have been properly undertaken and discharged.
Section 7.4. Trust
Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship
and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the
Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries
may invest under law.
Section 7.5. Notice.
Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e-
mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the
person to receive such notice, or such other personal data, as may appear on the records of the Association.
Except where specified
otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for
which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association
shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145
of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of
insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all
reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled
to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and
shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined
at 12 U.S.C. § 1813(u).
Section 8.2.
Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at
12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be
reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and
(b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12
U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency,
shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws
shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed,
at any regular or special meeting of the Board.
Section 9.2. A copy of
the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be
open for inspection to all shareholders during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal
Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first
day of December following.
Section 10.2. Governing
Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its
corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(February 8, 2021)
Exhibit 6
CONSENT
In accordance with Section 321(b) of
the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination
of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: May 17, 2024
| |
|
| |
By: |
/s/ Maria T. Bui-Clifford |
| |
|
Maria T. Bui-Clifford |
| |
|
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 3/31/2024
($000’s)
| | |
3/31/2024 | |
| Assets | |
| | |
| Cash and Balances Due From Depository Institutions | |
$ | 1,429,213 | |
| Securities | |
| 4,389 | |
| Federal Funds | |
| 0 | |
| Loans & Lease Financing Receivables | |
| 0 | |
| Fixed Assets | |
| 1,270 | |
| Intangible Assets | |
| 577,915 | |
| Other Assets | |
| 161,425 | |
| Total Assets | |
$ | 2,174,212 | |
| | |
| | |
| Liabilities | |
| | |
| Deposits | |
$ | 0 | |
| Fed Funds | |
| 0 | |
| Treasury Demand Notes | |
| 0 | |
| Trading Liabilities | |
| 0 | |
| Other Borrowed Money | |
| 0 | |
| Acceptances | |
| 0 | |
| Subordinated Notes and Debentures | |
| 0 | |
| Other Liabilities | |
| 361,240 | |
| Total Liabilities | |
$ | 361,240 | |
| | |
| | |
| Equity | |
| | |
| Common and Preferred Stock | |
| 200 | |
| Surplus | |
| 1,171,635 | |
| Undivided Profits | |
| 641,137 | |
| Minority Interest in Subsidiaries | |
| 0 | |
| Total Equity Capital | |
$ | 1,812,972 | |
| | |
| | |
| Total Liabilities and Equity Capital | |
$ | 2,174,212 | |
Exhibit 25.2
securities
and exchange commission
Washington, D.C. 20549
FORM T-1
Statement
of Eligibility Under
The
Trust Indenture Act of 1939 of a
Corporation
Designated to Act as Trustee
Check if an Application to Determine Eligibility
of
a
Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
|
800 Nicollet Mall
Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) |
(Zip Code) |
Maria Bui-Clifford
U.S. Bank Trust Company, National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6098
(Name, address and telephone number of agent for
service)
Selective Insurance Group, Inc.
(Issuer with respect to the Securities)
| New Jersey |
22-2168890 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
40 Wantago Avenue
Branchville, NJ |
07890 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Senior Subordinated
Debt Securities
(Title of the Indenture
Securities)
FORM T-1
| Item 1. | GENERAL
INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
| | | |
Comptroller of the Currency |
| | | |
Washington, D.C. |
| |
b) |
Whether it is authorized to exercise corporate trust powers. |
| |
|
|
Yes |
| Item 2. | AFFILIATIONS
WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such
affiliation. |
| | |
None |
| Items 3-15
| Items
3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the
Trustee acts as Trustee. |
| Item 16. | LIST
OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility
and qualification. |
| 1. | A copy of the Articles of Association of the Trustee, attached
as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to commence
business, attached as Exhibit 2. |
| 3. | A copy of the authorization of the Trustee to exercise corporate
trust powers, included as Exhibit 2. |
| 4. | A copy of the existing bylaws of the Trustee, attached as Exhibit 4. |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of March 31, 2024, published pursuant to law or the requirements of its supervising or
examining authority, attached as Exhibit 7. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
a national banking association organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of St. Paul, State of Minnesota on the 17th of May, 2024.
| |
By: |
/s/ Maria T. Bui-Clifford |
| |
|
Maria T. Bui-Clifford |
| |
|
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose of organizing an association (the
“Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:
FIRST.
The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND.
The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of
the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association
may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD.
The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be
fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the
shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding
company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the
date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the
board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be
used.
Any vacancy in the board of directors may be filled
by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of
directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the
next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the
expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there
is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors,
without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution
of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory
directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with
any board action, and shall not be required to own qualifying shares.
FOURTH.
There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought
before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day
of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the Association
is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the
following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of
directors, or, if the directors fail to fix the day, by shareholders
representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall
be given to the shareholders by first-class mail.
In all elections of directors, the number of votes
each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be
elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner
selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held
by him or her.
A director may
resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall
be effective when the notice is delivered unless the notice specifies a later effective date.
A
director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose
or one of the purposes is to remove him or her is provided, if there
is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not
be removed if the number of votes sufficient to elect him or her under
cumulative voting is voted against his or her removal.
FIFTH.
The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten
dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of
the United States. The Association shall have only one class of capital stock.
No holder of shares of the capital stock of any
class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association,
whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of
subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and
at such price as the board of directors may from time to time fix.
Transfers
of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no
other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles of
Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association
must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.
Unless otherwise specified in the Articles of
Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
Unless otherwise provided in the Bylaws, the record
date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first
notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
The Association,
at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders.
Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or
reclassification of all or part of securities into securities of another class or series.
SIXTH.
The board of directors shall appoint one of its members president of this Association and one of its members chairperson of
the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders'
meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required
to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the board of directors in accordance with the Bylaws.
The board of directors shall have the power to:
| (1) | Define the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees,
and agents of the Association. |
| (3) | Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms
and conditions consistent with applicable law. |
| (4) | Dismiss officers and employees. |
| (5) | Require bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify written policies authorized by the Association's management or committees of the board. |
| (7) | Regulate the manner any increase or decrease of the capital of the Association shall be made; provided
that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with
law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
| (8) | Manage and administer the business and affairs of the Association. |
| (9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs
of the Association. |
| (10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders. |
| (12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH.
The board of directors shall have the power to change the location of the main office to any authorized branch within the limits
of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock
of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency,
to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits.
The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other
location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH.
The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH.
The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock
of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the
United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to
each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any
action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH.
These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote
of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required
by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and
services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors
may propose one or more amendments to the Articles of Association for submission to the shareholders.
In
witness whereof, we have hereunto set our hands this 11th of June, 1997.
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual
Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall
be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days
or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of
the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder
of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated
day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold
an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution
of the Association.
Section 1.2. Special
Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any
time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least
ten percent of the outstanding stock. Every such special meeting, unless otherwise provided by law, shall be called upon not less than
ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations
for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies.
Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting
and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Record
Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date
of such meeting, unless otherwise determined by the Board.
Section 1.6. Quorum
and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting
of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting
may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the
shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors.
The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine
the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at
all annual and special meetings of shareholders.
Section 1.8. Waiver
and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote
Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely
by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board
of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term
of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified,
or until their earlier resignation or removal.
Section 2.3. Powers.
In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles
of Association, the Bylaws and by law.
Section 2.4. Number.
As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five
members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members
to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with
the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority
vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy
so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of
directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by
shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control
of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her
own right and meet any minimum threshold ownership required by applicable law.
Section 2.5. Organization
Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers
of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed
for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular
Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special
Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or
the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board
shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for
the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before
the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement
of the business to be transacted at, or the purpose of, any such meeting.
Section 2.8. Quorum
and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided
by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.
Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of
those directors present and voting shall be the act of the Board.
Section 2.9. Written
Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written
consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.
Section 2.10. Remote
Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference
telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and
such participation shall constitute presence in person at such meeting.
Section 2.11. Vacancies.
When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular
meeting of the Board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory
Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board
of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated
organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board,
provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Trust
Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external
auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled
by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the
results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits,
the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding company
that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:
(1) Must
not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s
fiduciary activities; and
(2) Must
consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control
the fiduciary activities of the Association.
Section 3.3. Executive
Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and
may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the
Board is not meeting.
Section 3.4. Trust
Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary
activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management
Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes
related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the
closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other
Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes
and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities
that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from
time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either
the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee
shall at all times be subject to the direction and control of the Board.
Section 3.6. Meetings,
Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the
advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations
made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors
or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1. Chairman
of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman
shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the
specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred
upon or assigned by the Board.
Section 4.2. President.
The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside
at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers
and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also
have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.
Section 4.3. Vice
President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board
and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the
Board in the absence of both the Chairman and President.
Section 4.4. Secretary.
The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall
keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall
be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records
of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall
also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries
with such powers and duties as the Board, the President or the Secretary shall from time to time determine.
Section 4.5. Other
Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from
time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact the business
of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be
conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person
may hold two offices.
Section 4.6. Tenure
of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the
Board or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1. The Board
may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such
form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President,
Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association,
and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall
recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board
may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers,
voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association
shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant
to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any
Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution
of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements,
assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits,
bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed,
verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association,
or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written
instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association.
The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records.
The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders,
the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of
each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust
Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities
have been properly undertaken and discharged.
Section 7.4. Trust
Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship
and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the
Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries
may invest under law.
Section 7.5. Notice.
Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail,
in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive
such notice, or such other personal data, as may appear on the records of the Association.
Except where specified otherwise in these Bylaws,
prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association
shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145
of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of
insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all
reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled
to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and
shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined
at 12 U.S.C. § 1813(u).
Section 8.2. Notwithstanding
Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u),
for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements
of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement
of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative
proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and
consistent with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws
shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed,
at any regular or special meeting of the Board.
Section 9.2. A copy of
the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be
open for inspection to all shareholders during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal
Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first
day of December following.
Section 10.2. Governing
Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its
corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(February 8, 2021)
Exhibit 6
CONSENT
In accordance with Section 321(b) of
the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination
of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: May 17, 2024
| |
By: |
/s/ Maria T. Bui-Clifford |
| |
|
Maria T. Bui-Clifford |
| |
|
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 3/31/2024
($000’s)
| |
3/31/2024 | |
| Assets | |
| | |
| Cash
and Balances Due From Depository
Institutions | |
$ | 1,429,213 | |
| Securities | |
| 4,389 | |
| Federal
Funds | |
| 0 | |
| Loans &
Lease Financing Receivables | |
| 0 | |
| Fixed
Assets | |
| 1,270 | |
| Intangible
Assets | |
| 577,915 | |
| Other
Assets | |
| 161,425 | |
| Total
Assets | |
$ | 2,174,212 | |
| | |
| | |
| Liabilities | |
| | |
| Deposits | |
$ | 0 | |
| Fed
Funds | |
| 0 | |
| Treasury
Demand Notes | |
| 0 | |
| Trading
Liabilities | |
| 0 | |
| Other
Borrowed Money | |
| 0 | |
| Acceptances | |
| 0 | |
| Subordinated
Notes and Debentures | |
| 0 | |
| Other
Liabilities | |
| 361,240 | |
| Total
Liabilities | |
$ | 361,240 | |
| | |
| | |
| Equity | |
| | |
| Common
and Preferred Stock | |
| 200 | |
| Surplus | |
| 1,171,635 | |
| Undivided
Profits | |
| 641,137 | |
| Minority
Interest in Subsidiaries | |
| 0 | |
| Total
Equity Capital | |
$ | 1,812,972 | |
| | |
| | |
| Total
Liabilities and Equity Capital | |
$ | 2,174,212 | |
Exhibit 25.3
securities
and exchange commission
Washington, D.C. 20549
FORM T-1
Statement
of Eligibility Under
The
Trust Indenture Act of 1939 of a
Corporation
Designated to Act as Trustee
Check if an Application to Determine Eligibility
of
a
Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
800 Nicollet Mall
Minneapolis, Minnesota |
55402 |
| (Address
of principal executive offices) |
(Zip
Code) |
Maria Bui-Clifford
U.S. Bank Trust Company, National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6098
(Name, address and telephone number of agent for
service)
Selective Insurance Group, Inc.
(Issuer with respect to
the Securities)
| New
Jersey |
22-2168890 |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
40 Wantago Avenue
Branchville, NJ |
07890 |
| (Address
of Principal Executive Offices) |
(Zip
Code) |
Junior
Subordinated Debt Securities
(Title of the Indenture
Securities)
FORM T-1
| Item 1. | GENERAL
INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to
which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) Whether
it is authorized to exercise corporate trust powers.
Yes
| Item 2. | AFFILIATIONS
WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the
Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST
OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee, attached
as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to commence
business, attached as Exhibit 2. |
| 3. | A copy of the authorization of the Trustee to exercise corporate trust
powers, included as Exhibit 2. |
| 4. | A copy of the existing bylaws of the Trustee, attached as Exhibit 4. |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of March 31, 2024, published
pursuant to law or the requirements of its supervising or examining authority, attached as
Exhibit 7. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
a national banking association organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of St. Paul, State of Minnesota on the 17th of May, 2024.
| |
By: |
/s/ Maria T. Bui-Clifford |
| |
|
Maria T. Bui-Clifford |
| |
|
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
For the purpose of organizing an association
(the “Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles
of Association:
FIRST.
The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND.
The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of
the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association
may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD.
The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact
number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a
majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association
or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either
(i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election
to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company
may be used.
Any vacancy in the board of directors may be
filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number
of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at
the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite
the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until
there is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of
directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by
resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary
or advisory directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection
with any board action, and shall not be required to own qualifying shares.
FOURTH.
There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought
before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day
of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the Association
is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the
following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of
directors, or, if the directors fail to fix the day, by shareholders
representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall
be given to the shareholders by first-class mail.
In all elections of directors, the number of
votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors
to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the
manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock
held by him or her.
A director may resign at any time by delivering
written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice
is delivered unless the notice specifies a later effective date.
A
director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose
or one of the purposes is to remove him or her is provided, if there
is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not
be removed if the number of votes sufficient to elect him or her under
cumulative voting is voted against his or her removal.
FIFTH.
The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten
dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of
the United States. The Association shall have only one class of capital stock.
No holder of shares of the capital stock of any
class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association,
whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right
of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine
and at such price as the board of directors may from time to time fix.
Transfers
of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If no
other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles of
Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association
must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder
shall be entitled to one vote per share.
Unless otherwise specified in the Articles of
Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
Unless otherwise provided in the Bylaws, the
record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before
the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before
the meeting.
The Association, at any time
and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations
classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting
rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification
of all or part of securities into securities of another class or series.
SIXTH.
The board of directors shall appoint one of its members president of this Association and one of its members chairperson of
the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders'
meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required
to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the board of directors in accordance with the Bylaws.
The board of directors shall have the power to:
| (1) | Define
the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate
the performance of its duties, but not the responsibility for its duties, to the officers,
employees, and agents of the Association. |
| (3) | Fix
the compensation and enter employment contracts with its officers and employees upon reasonable
terms and conditions consistent with applicable law. |
| (4) | Dismiss
officers and employees. |
| (5) | Require
bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify
written policies authorized by the Association's management or committees of the board. |
| (7) | Regulate
the manner any increase or decrease of the capital of the Association shall be made; provided
that nothing herein shall restrict the power of shareholders to increase or decrease the
capital of the Association in accordance with law, and nothing shall raise or lower from
two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
| (8) | Manage
and administer the business and affairs of the Association. |
| (9) | Adopt
initial Bylaws, not inconsistent with law or the Articles of Association, for managing the
business and regulating the affairs of the Association. |
| (10) | Amend
or repeal Bylaws, except to the extent that the Articles of Association reserve this power
in whole or in part to the shareholders. |
| (12) | Generally
perform all acts that are legal for a board of directors to perform. |
SEVENTH.
The board of directors shall have the power to change the location of the main office to any authorized branch within the
limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of
the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of
the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond
such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association
to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the
Currency.
EIGHTH.
The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH.
The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock
of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the
United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to
each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any
action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH.
These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote
of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required
by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities
and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors
may propose one or more amendments to the Articles of Association for submission to the shareholders.
In
witness whereof, we have hereunto set our hands this 11th of June, 1997.
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
AMENDED AND RESTATED
BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual
Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business,
shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten
(10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the
Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law,
the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is
not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice
thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work
a forfeiture or dissolution of the Association.
Section 1.2. Special
Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any
time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least
ten percent of the outstanding stock. Every such special meeting, unless otherwise provided by law, shall be called upon not less
than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations
for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies.
Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting
and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Record
Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date
of such meeting, unless otherwise determined by the Board.
Section 1.6. Quorum
and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting
of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting
may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the
shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors.
The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine
the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at
all annual and special meetings of shareholders.
Section 1.8. Waiver
and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote
Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely
by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board
of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term
of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified,
or until their earlier resignation or removal.
Section 2.3. Powers.
In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles
of Association, the Bylaws and by law.
Section 2.4. Number.
As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five
members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members
to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with
the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority
vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy
so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of
directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by
shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control
of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her
own right and meet any minimum threshold ownership required by applicable law.
Section 2.5. Organization
Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers
of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time
fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular
Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special
Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board
or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board
shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for
the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before
the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement
of the business to be transacted at, or the purpose of, any such meeting.
Section 2.8. Quorum
and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided
by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.
Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of
those directors present and voting shall be the act of the Board.
Section 2.9. Written
Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written
consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.
Section 2.10. Remote
Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of
conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each
other and such participation shall constitute presence in person at such meeting.
Section 2.11. Vacancies.
When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular
meeting of the Board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory
Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board
of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of
affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined
by the Board, provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated
or diminished.
Section 3.2. Trust
Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external
auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled
by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the
results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits,
the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding
company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:
(1) Must
not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s
fiduciary activities; and
(2) Must
consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control
the fiduciary activities of the Association.
Section 3.3. Executive
Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and
may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when
the Board is not meeting.
Section 3.4. Trust
Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary
activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management
Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes
related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the
closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other
Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes
and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities
that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from
time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either
the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such
committee shall at all times be subject to the direction and control of the Board.
Section 3.6. Meetings,
Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the
advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations
made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors
or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1. Chairman
of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman
shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the
specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred
upon or assigned by the Board.
Section 4.2. President.
The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside
at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers
and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also
have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.
Section 4.3. Vice
President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board
and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the
Board in the absence of both the Chairman and President.
Section 4.4. Secretary.
The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall
keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given;
shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records
of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall
also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries
with such powers and duties as the Board, the President or the Secretary shall from time to time determine.
Section 4.5. Other
Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from
time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact
the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices,
or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer.
Any person may hold two offices.
Section 4.6. Tenure
of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the
Board or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1. The Board
may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such
form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President,
Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association,
and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall
recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board
may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers,
voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association
shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant
to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any
Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution
of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements,
assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged,
endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer
of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or
the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant
Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association
or Bylaws.
Section 7.2. Records.
The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders,
the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes
of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust
Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities
have been properly undertaken and discharged.
Section 7.4. Trust
Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship
and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the
Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries
may invest under law.
Section 7.5. Notice.
Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail,
in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive
such notice, or such other personal data, as may appear on the records of the Association.
Except where specified otherwise in
these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is
given.
ARTICLE VIII
Indemnification
Section 8.1. The Association
shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145
of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of
insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all
reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled
to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014
and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as
defined at 12 U.S.C. § 1813(u).
Section 8.2. Notwithstanding
Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. §
1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with
the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments
and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving
an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General
Corporation Law and consistent with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws
shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed,
at any regular or special meeting of the Board.
Section 9.2. A copy
of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall
be open for inspection to all shareholders during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal
Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first
day of December following.
Section 10.2. Governing
Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its
corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(February 8, 2021)
Exhibit 6
CONSENT
In accordance with Section 321(b) of
the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination
of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
| Dated: May 17, 2024 |
|
|
| |
|
|
| |
By: |
/s/ Maria T. Bui-Clifford |
| |
|
Maria T. Bui-Clifford |
| |
|
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 3/31/2024
($000’s)
| | |
| 3/31/2024 | |
| Assets | |
| | |
| Cash and Balances Due From Depository Institutions | |
$ | 1,429,213 | |
| Securities | |
| 4,389 | |
| Federal Funds | |
| 0 | |
| Loans & Lease Financing Receivables | |
| 0 | |
| Fixed Assets | |
| 1,270 | |
| Intangible Assets | |
| 577,915 | |
| Other Assets | |
| 161,425 | |
| Total Assets | |
$ | 2,174,212 | |
| | |
| | |
| Liabilities | |
| | |
| Deposits | |
$ | 0 | |
| Fed Funds | |
| 0 | |
| Treasury Demand Notes | |
| 0 | |
| Trading Liabilities | |
| 0 | |
| Other Borrowed Money | |
| 0 | |
| Acceptances | |
| 0 | |
| Subordinated Notes and Debentures | |
| 0 | |
| Other Liabilities | |
| 361,240 | |
| Total Liabilities | |
$ | 361,240 | |
| | |
| | |
| Equity | |
| | |
| Common and Preferred Stock | |
| 200 | |
| Surplus | |
| 1,171,635 | |
| Undivided Profits | |
| 641,137 | |
| Minority Interest in Subsidiaries | |
| 0 | |
| Total Equity Capital | |
$ | 1,812,972 | |
| | |
| | |
| Total Liabilities
and Equity Capital | |
$ | 2,174,212 | |
Exhibit 107
Calculation of Filing Fee Table
FORM
S-3
(Form Type)
Selective Insurance
Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
| |
Security Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price
Per Unit |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount of
Registration
Fee |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
Effective
date |
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities to
be Carried
Forward |
| Newly Registered Securities |
| Fees to Be Paid |
Equity |
Common Stock, par value $2.00 per share |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| |
Equity |
Preferred Stock, without par value |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| |
Equity |
Depository Shares |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| |
Debt |
Debt Securities |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| |
Other |
Guarantees |
Rule 457(r) |
(1) (3) |
(1) (3) |
(1) (3) |
(2) |
(2) |
|
|
|
|
| |
Equity |
Warrants |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| |
Equity |
Subscription Rights |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| |
Equity |
Purchase Contracts |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| |
Equity |
Purchase Units |
Rule 457(r) |
(1) |
(1) |
(1) |
(2) |
(2) |
|
|
|
|
| Fees Previously Paid |
– |
– |
– |
– |
– |
– |
|
– |
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
– |
– |
– |
– |
|
– |
|
|
– |
– |
– |
– |
| |
Total Offering Amount |
|
– |
|
– |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
– |
|
|
|
|
| |
Total Fee Offsets |
|
|
|
– |
|
|
|
|
| |
Net Fee Due |
|
|
|
– |
|
|
|
|
(1) An indeterminate aggregate
initial offering price or principal amount or number of the securities of each identified class is being registered under this Registration
Statement on Form S-3 (this “Registration Statement”) as may from time to time be sold at indeterminate prices or issued upon
conversion, exchange, or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible
into, or exchangeable or exercisable for, such securities. In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement also covers such indeterminable number of additional securities as may
become issuable as a result of stock splits, stock dividends, or similar transactions.
(2) In accordance with Rule
456(b) and Rule 457(r) under the Securities Act, the registrant is deferring payment of the registration fee required in connection with
this Registration Statement and will pay any applicable registration fees on a “pay as you go” basis. The registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate
in effect on the date of such fee payment.
(3) Pursuant to Rule 457(n),
no separate registration fee is payable with regard to the guarantees.
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