Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-255698
Prospectus Supplement to Prospectus Dated April 30, 2021
The Allstate Corporation
24,000,000 Depositary Shares
Each representing a 1/1,000th Interest in a Share of Fixed Rate
Noncumulative Perpetual Preferred Stock, Series J
Each of the 24,000,000 depositary shares offered hereby (the “Depositary Shares”) represents a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series J, $1.00 par value per share, with a liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share) (the “Preferred Stock”), of The Allstate Corporation, deposited with Equiniti Trust Company, as depositary (the “Depositary”). The Depositary Shares are evidenced by depositary receipts. As a holder of Depositary Shares, you are entitled to all proportional rights and preferences of the Preferred Stock, including dividend, voting, redemption and liquidation rights. You must exercise these rights through the Depositary.
We will pay dividends on the Preferred Stock on a noncumulative basis only when, as and if declared by our board of directors (or a duly authorized committee of the board) and to the extent that we have legally available funds to pay dividends. Dividends will accrue from May 18, 2023 on the liquidation amount of $25,000 per share of the Preferred Stock and be payable in arrears at an annual rate equal to 7.375% on January 15, April 15, July 15 and October 15 of each year, commencing October 15, 2023. Dividends on the Preferred Stock are not cumulative. Accordingly, in the event dividends are not declared on the Preferred Stock for payment on any dividend payment date, then those dividends will cease to accrue and cease to be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Preferred Stock (i) in whole but not in part at any time prior to July 15, 2028, within 90 days after the occurrence of a “rating agency event” at a redemption price equal to $25,500 per share (equivalent to $25.50 per Depositary Share), plus any declared and unpaid dividends, without regard to any undeclared dividends, to, but excluding, the redemption date, or (ii) (a) in whole but not in part at any time prior to July 15, 2028, within 90 days after the occurrence of a “regulatory capital event,” or (b) in whole or in part, from time to time, on any dividend payment date on or after July 15, 2028, in each case, at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends, without regard to any undeclared dividends, to, but excluding, the redemption date. If we redeem the Preferred Stock, the Depositary will redeem a proportionate number of Depositary Shares. Neither you, as a holder of Depositary Shares, nor the Depositary will have the right to require the redemption or repurchase of the Preferred Stock or the Depositary Shares.
The Preferred Stock will not have any voting rights except as described in this prospectus supplement.
Investing in the Depositary Shares and the underlying Preferred Stock involves risks. See a discussion of certain risks in the “Risk Factors” section beginning on page S-9 of this prospectus supplement and the periodic reports we file with the Securities and Exchange Commission that should be carefully considered before investing in the Depositary Shares and the underlying Preferred Stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Depositary
Share
|
|
|
|
Total
|
|
Public offering price(1)
|
|
|
|
|
$ |
25.0000 |
|
|
|
|
|
$ |
600,000,000 |
|
|
Underwriting discount(2)
|
|
|
|
|
$ |
0.4739 |
|
|
|
|
|
$ |
11,375,000 |
|
|
Proceeds, before expenses, to The Allstate Corporation(1)
|
|
|
|
|
$ |
24.5261 |
|
|
|
|
|
$ |
588,625,000 |
|
|
(1)
The public offering price set forth above does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from May 18, 2023.
(2)
Reflects 10,000,000 Depositary Shares sold to retail investors, for which the underwriters will receive an underwriting discount of $0.7875 per Depositary Share, and 14,000,000 Depositary Shares sold to institutional investors, for which the underwriters will receive an underwriting discount of $0.2500 per Depositary Share.
Application will be made to list the Depositary Shares on the New York Stock Exchange under the symbol “ALL PR J.” If the application is approved, trading of the Depositary Shares on the New York Stock Exchange is expected to commence within 30 days after the initial delivery of the Depositary Shares.
The underwriters expect to deliver the Depositary Shares through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, against payment in New York, New York on or about May 18, 2023.
Joint Book-Runners
|
Morgan Stanley
|
|
|
BofA Securities
|
|
|
J.P. Morgan
|
|
|
Loop Capital Markets
|
|
|
Wells Fargo Securities
|
|
Co-Managers
|
Academy Securities
|
|
|
Cabrera Capital Markets LLC
|
|
|
Goldman Sachs & Co. LLC
|
|
|
R. Seelaus & Co., LLC
|
|
|
Siebert Williams Shank
|
|
Prospectus Supplement dated May 15, 2023