Jackson Financial Inc S-3ASR, filed Jan 17, 2025

Jackson Financial Inc. (JXN)

S-3ASR 2025-01-17

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE					2
	JACKSON FINANCIAL INC.					3
	RISK FACTORS					4
	USE OF PROCEEDS					5
	GENERAL DESCRIPTION OF SECURITIES					6
	DESCRIPTION OF SENIOR AND SUBORDINATED DEBT SECURITIES					7
	DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES					18
	DESCRIPTION OF CAPITAL STOCK					28
	DESCRIPTION OF DEPOSITARY SHARES					40
	DESCRIPTION OF WARRANTS					41
	DESCRIPTION OF PURCHASE CONTRACTS					42
	DESCRIPTION OF UNITS					43
	PLAN OF DISTRIBUTION					44
	LEGAL MATTERS					46
	EXPERTS					46
	WHERE YOU CAN FIND MORE INFORMATION					46
	DOCUMENTS INCORPORATED BY REFERENCE					46

	SEC Registration Fee					*
	Trustee Fees and Expenses					**
	Printing Fees and Expenses					**
	Legal Fees and Expenses					**
	Accountants’ Fees and Expenses					**
	Rating Agency Fees					**
	Listing Fees					**
	Miscellaneous					**
	Total					**

	Exhibit No.			Description
	1.1			Form of Underwriting Agreement*
	2.1			Demerger Agreement, dated August 6, 2021, between Prudential plc and Jackson Financial Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Jackson Financial Inc. on August 6, 2021)
	3.1			Fourth Amended and Restated Certificate of Incorporation of Jackson Financial Inc., dated as of May 23, 2024 (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed by Jackson Financial Inc. on May 29, 2024)
	3.2			Amended and Restated By-Laws of Jackson Financial Inc., dated as of December 8, 2022, (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed by Jackson Financial Inc. on December 12, 2022)
	3.3			Certificate of Designations with respect to the Series A Preferred Stock of the Company, dated March 10, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Jackson Financial Inc. on March 13, 2023)
	4.1			Senior Indenture, dated as of November 23, 2021, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Senior Indenture”) (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Jackson Financial Inc. on November 23, 2021)
	4.2			Second Supplemental Indenture, dated as of November 23, 2021, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by Jackson Financial Inc. on November 23, 2021)
	4.3			Third Supplemental Indenture, dated as of November 23, 2021, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K filed by Jackson Financial Inc. on November 23, 2021)
	4.4			Fourth Supplemental Indenture, dated as of June 8, 2022, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Jackson Financial Inc. on June 8, 2022)
	4.5			Fifth Supplemental Indenture, dated as of June 8, 2022, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by Jackson Financial Inc. on June 8, 2022)
	4.6			Form of Subordinated Indenture, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subordinated Indenture”)
	4.7			Form of Junior Subordinated Indenture, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Junior Subordinated Indenture”)
	4.8			Specimen Common Stock Certificate of Jackson Financial Inc. (incorporated by reference to Exhibit 4.1 of Amendment Number 6 to the General Form for Registration of Securities on Form 10, filed by Jackson Financial Inc. on August 5, 2021)
	4.9			Form of Certificate of Designations for preferred stock (together with preferred share stock certificate)*

	Exhibit No.			Description
	4.10			Form of Warrant Agreement (together with form of warrant certificate)*
	4.11			Form of Purchase Contract Agreement*
	4.12			Form of Deposit Agreement*
	4.13			Form of Depositary Receipt*
	4.14			Form of Pledge Agreement*
	5.1			Opinion of Sidley Austin LLP with respect to legality
	23.1			Consent of KPMG LLP
	23.2			Consent of Sidley Austin LLP (set forth in Exhibit 5.1)
	24.1			Powers of Attorney (included in the signature pages hereto)
	25.1			Statement of Eligibility of Trustee on Form T-1 for The Bank of New York Mellon Trust Company, N.A. for the Senior Indenture
	25.2			Statement of Eligibility of Trustee on Form T-1 for The Bank of New York Mellon Trust Company, N.A. for the Subordinated Indenture
	25.3			Statement of Eligibility of Trustee on Form T-1 for The Bank of New York Mellon Trust Company, N.A. for the Junior Subordinated Indenture
	107			Filing Fee Table

	Signature			Title
	/s/ Laura L. Prieskorn Laura L. Prieskorn			President, Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Don W. Cummings Don W. Cummings			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ Craig A. Anderson Craig A. Anderson			Senior Vice President and Controller (Principal Accounting Officer)
	/s/ Steven A. Kandarian Steven A. Kandarian			Chairman of the Board; Director
	/s/ Lily Fu Claffee Lily Fu Claffee			Director
	/s/ Gregory T. Durant Gregory T. Durant			Director
	/s/ Derek G. Kirkland Derek G. Kirkland			Director

	Signature			Title
	/s/ Drew E. Lawton Drew E. Lawton			Director
	/s/ Martin J. Lippert Martin J. Lippert			Director
	/s/ Russell G. Noles Russell G. Noles			Director
	/s/ Esta E. Stecher Esta E. Stecher			Director

TRUST INDENTURE ACT SECTION		SECTION OF INDENTURE
310(a)		7.09
310(b)		7.08
311(a)		7.13
311(b)		7.13
312(a)		5.01; 5.02(a)
312(b)		5.02(c)
312(c)		5.02(d)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(b)
313(d)		5.04(c)
314(a)		5.03; 4.04; 15.07
314(b)		Inapplicable
314(c)		15.07
314(d)		Inapplicable
314(e)		15.07
315(a)		7.01
315(b)		6.01(b)
315(c)		7.01(a); 7.02(d)
315(d)		7.01(b)
315(e)		6.08
316(a)		6.07; 6.09
316(b)		6.05
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		15.10

ARTICLE I

DEFINITIONS

Section 1.01	Definitions of Terms	1

ARTICLE II

DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

Section 2.01	Designation and Terms of Securities	9
Section 2.02	Form of Securities and Trustee’s Certificate	12
Section 2.03	Denominations; Provisions for Payment	12
Section 2.04	Execution and Authentication	14
Section 2.05	Registration of Transfer and Exchange	15
Section 2.06	Temporary Securities	16
Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	17
Section 2.08	Cancellation	18
Section 2.09	Benefits of Indenture	18
Section 2.10	Authenticating Agent	18
Section 2.11	Global Securities	19
Section 2.12	CUSIP Numbers, ISINs, Etc.	20

ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

Section 3.01	Redemption	20
Section 3.02	Notice of Redemption	21
Section 3.03	Payment upon Redemption	22
Section 3.04	Sinking Fund	23
Section 3.05	Satisfaction of Sinking Fund Payments with Securities	23
Section 3.06	Redemption of Securities for Sinking Fund	23

ARTICLE IV

CERTAIN COVENANTS

Section 4.01	Payment of Principal, Premium and Interest	24

Section 4.02	Maintenance of Office or Agency	24
Section 4.03	Paying Agents	25
Section 4.04	Statement by Officers as to Default	26
Section 4.05	Existence	27
Section 4.06	Waiver of Certain Covenants	27
Section 4.07	Appointment to Fill Vacancy in Office of Trustee	27

ARTICLE V

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01	Company to Furnish Trustee with Names and Addresses of Securityholders	28
Section 5.02	Preservation of Information; Communications with Securityholders	28
Section 5.03	Reports by the Company	29
Section 5.04	Reports by the Trustee	29

ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 6.01	Events of Default	29
Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	33
Section 6.03	Application of Moneys Collected	34
Section 6.04	Limitation on Suits	35
Section 6.05	Unconditional Right of Securityholders to Receive Principal and Interest	35
Section 6.06	Rights and Remedies Cumulative; Delay or Omission Not Waiver	35
Section 6.07	Control by Securityholders	36
Section 6.08	Undertaking to Pay Costs	36
Section 6.09	Waiver of Past Defaults	37

ARTICLE VII

CONCERNING THE TRUSTEE

Section 7.01	Certain Duties and Responsibilities of Trustee	37
Section 7.02	Certain Rights of Trustee	38
Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	41

Section 7.04	May Hold Securities	41
Section 7.05	Moneys Held in Trust	41
Section 7.06	Compensation and Reimbursement	42
Section 7.07	Reliance on Officers’ Certificate	43
Section 7.08	Disqualification; Conflicting Interests	43
Section 7.09	Corporate Trustee Required; Eligibility	43
Section 7.10	Resignation and Removal; Appointment of Successor	44
Section 7.11	Acceptance of Appointment By Successor	45
Section 7.12	Merger, Conversion, Consolidation or Succession to Business	46
Section 7.13	Preferential Collection of Claims against the Company	47
Section 7.14	Agents	47
Section 7.15	Tax Withholding	48

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

Section 8.01	Evidence of Action by Securityholders	48
Section 8.02	Proof of Execution by Securityholders	49
Section 8.03	Who May be Deemed Owners	49
Section 8.04	Certain Securities Owned by Company Disregarded	50
Section 8.05	Actions Binding on Future Securityholders	50

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01	Supplemental Indentures without the Consent of Securityholders	50
Section 9.02	Supplemental Indentures with Consent of Securityholders	52
Section 9.03	Effect of Supplemental Indentures	53
Section 9.04	Securities Affected by Supplemental Indentures	54
Section 9.05	Execution of Supplemental Indentures	54

ARTICLE X

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01	When the Company May Consolidate, Merge, Etc.	55

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01	Satisfaction and Discharge of Indenture	56
Section 11.02	Discharge of Obligations	56
Section 11.03	Deposited Moneys to be Held in Trust	57
Section 11.04	Payment of Moneys Held by Paying Agents	57
Section 11.05	Repayment to Company	57

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01	No Recourse	58

ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	58
Section 13.02	Defeasance and Discharge	59
Section 13.03	Covenant Defeasance	59
Section 13.04	Conditions to Defeasance or Covenant Defeasance	60
Section 13.05	Deposited Money and Governmental Obligations to Be Held in Trust; Miscellaneous Provisions	61
Section 13.06	Reinstatement	62

ARTICLE XIV

SUBORDINATION OF SECURITIES

Section 14.01	Securities Subordinate to Senior Indebtedness of the Company	62
Section 14.02	No Payment When Senior Indebtedness of the Company in Default	63
Section 14.03	Payment Over of Proceeds Upon Dissolution, Etc.	63
Section 14.04	Payment Permitted If No Default	65
Section 14.05	Subrogation to the Rights of Holders of Senior Indebtedness of the Company	66
Section 14.06	Trustee to Effectuate Subordination	66
Section 14.07	Notice by the Company	67

Section 14.08	Rights of the Trustee as Holder of Senior Indebtedness; Trustee Not Fiduciary for Holders of Senior Indebtedness	67
Section 14.09	Subordination May Not Be Impaired	68
Section 14.10	Article Applicable to Paying Agents	69

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 15.01	Effect on Successors and Assigns	69
Section 15.02	Actions by Successor	69
Section 15.03	Notices	69
Section 15.04	Governing Law	71
Section 15.05	Waiver of Jury Trial	71
Section 15.06	Submission to Jurisdiction	71
Section 15.07	Compliance Certificates and Opinions	72
Section 15.08	Form of Documents Delivered to Trustee	72
Section 15.09	Payments on Business Days	73
Section 15.10	Conflict with Trust Indenture Act	73
Section 15.11	Counterparts	73
Section 15.12	Separability	74
Section 15.13	Assignment	74
Section 15.14	Headings and Table of Contents	74

	JACKSON FINANCIAL INC.

	By:
	Name:
	Title:

	The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as Trustee

	By:
		Name:
		Title:

TRUST INDENTURE ACT SECTION		SECTION OF INDENTURE
310(a)		7.09
310(b)		7.08
311(a)		7.13
311(b)		7.13
312(a)		5.01; 5.02(a)
312(b)		5.02(c)
312(c)		5.02(d)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(b)
313(d)		5.04(c)
314(a)		5.03; 4.04; 15.07
314(b)		Inapplicable
314(c)		15.07
314(d)		Inapplicable
314(e)		15.07
315(a)		7.01
315(b)		6.01(b)
315(c)		7.01(a); 7.02(d)
315(d)		7.01(b)
315(e)		6.08
316(a)		6.07; 6.09
316(b)		6.05
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		15.10

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:	/s/ Nathaniel Henkle
	Name:	Nathaniel Henkle
	Title:	Vice President

	Dollar amounts in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		26,798
Interest-bearing balances		301,825
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		525
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		0
LESS: Allowance for credit losses on loans and leases		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including right-of-use assets)		10,600
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		95,524

Total assets	$	1,291,585

LIABILITIES

Deposits:
In domestic offices			1,118
Noninterest-bearing			1,118
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			257,847
Total liabilities			258,965
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			107,099
Not available
Retained earnings			924,518
Accumulated other comprehensive income			3
Other equity capital components			0
Not available
Total bank equity capital			1,032,620
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,032,620
Total liabilities and equity capital			1,291,585

Kevin C. Weeks, President	)
Cathleen Sokolowski, Managing Director	)	Directors (Trustees)
Jon M. Pocchia, Senior Director	)