Principal Financial Group (PFG), a leading provider of annuities, investment management, life insurance and related financial services, established a contingent liquidity facility through the issuance of pre-capitalized trust securities (P-Caps) by High Street Funding Trust III (the Trust), a newly formed Delaware statutory trust.
The Trust issued $500 million of P-Caps redeemable February 15, 2055, in a private offering pursuant to Rule 144A under the Securities Act and Section 3(c)(7) of the Investment Company Act to investors in the United States and certain non-U.S. jurisdictions.
The Trust entered into a separate facility agreement with PFG, giving PFG or certain assignees of PFG the right, from time to time, and in certain circumstances the obligation, to require the Trust to purchase up to $500 million of a new series of unsecured 5.807% Senior Notes due 2055.
The S&C team representing the initial purchasers in the transactions included Robert DeLaMater, Joyce Lee, Matt Nisi and Cami Steckbeck, with David Hariton advising on tax matters, Eli Dubin advising on ERISA matters, Tracey Russell advising on FINRA and Blue Sky matters and Kirsten Rodger and Jenna Park advising on UK/EEA matters. Andrea González Morales provided valuable assistance.