UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
December
21, 2006 (December 18, 2006)
Date
of
Report (Date
of
earliest event reported)
Protective
Life Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-11339
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95-2492236
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2801
Highway 280 South
Birmingham,
Alabama 35223
(Address
of principal executive offices) (Zip Code)
(205)
268-1000
(Registrant's
telephone number)
N/A
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet
Arrangement of a Registrant.
On
December 18, 2006, Golden Gate Captive Insurance Company (“Golden Gate”), a
special purpose financial captive insurance company wholly-owned by Protective
Life Insurance Company (“Protective Life”), itself a wholly-owned subsidiary of
Protective Life Corporation (the “Company”), increased by $200 million the
capacity under its surplus notes facility established with certain purchasers
(the “Facility”) through which Golden Gate may issue floating rate surplus
notes. The aggregate capacity of this Facility is now $600 million. On that
date, Golden Gate also issued $150 million in aggregate principal amount
of
floating rate surplus notes due August 15, 2037 (the “Notes”), resulting in an
outstanding balance under this facility in the aggregate principal amount
of
$400 million. The Notes are direct financial obligations of Golden Gate
and are
not guaranteed by Protective Life or by the Company.
The
Notes
were issued by Golden Gate to fund statutory reserves required by the Valuation
of Life Insurance Policies Regulation (Regulation XXX). Golden Gate has
entered
into agreements to reinsure certain term life insurance policies having
guaranteed level premiums on a coinsurance basis from Protective Life and
four
of its subsidiaries, Empire General Assurance Corporation (“Empire General”),
West Coast Life Insurance Company (“West Coast Life”), Chase Insurance Life and
Annuity Company (“CILAC”) and Chase Insurance Life Company (“CILC”). Lehman
Brothers Holdings, Inc. will continue to serve as committed purchaser under
the
surplus notes facility. Under the terms of the Notes, the holders of the
Notes
cannot require repayment from Protective Life or any of its subsidiaries,
other
than Golden Gate, the direct issuer of the Notes. Protective Life, Empire
General, West Coast Life, CILAC and CILC have each agreed to indemnify
Golden
Gate for certain costs and Protective Life has agreed to be jointly and
severally liable with Golden Gate as to certain of its obligations (which
obligations do not include payment of principal and interest on the Notes).
In addition, the Company has entered into certain support agreements with
Golden
Gate obligating the Company to pay or make capital contributions to Golden
Gate,
or otherwise provide support, in respect of certain of Golden Gate’s expenses
and in certain circumstances to collateralize certain of Protective Life’s
obligations to Golden Gate.
The
annual interest rate on the Notes will equal the one-month London Interbank
Offered Rate (LIBOR), plus a spread. Such interest will be paid monthly
in
arrears on the 26th
of each
month. Any payment of principal of, including by redemption, or interest
on the
Notes may only be made with the prior approval of the Director of Insurance
of
the State of South Carolina in accordance with applicable law. If an event
of
default occurs, the holders of the Notes have the right to declare the
entire
principal thereof and interest accrued thereon to be due and payable
immediately, subject to regulatory approval. Golden Gate reserves the right
to
repay the Notes at any time, subject to regulatory approval.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Protective
Life Corporation
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By:
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/s/ STEVEN
G. WALKER
Steven
G. Walker
Senior
Vice President, Controller and
Chief
Accounting Officer
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Date:
December 21, 2006