Jackson Financial Inc S-3ASR, filed Jan 27, 2022

Jackson Financial Inc. (JXN)

S-3ASR 2022-01-27

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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.					4
	RISK FACTORS					5
	USE OF PROCEEDS					6
	GENERAL DESCRIPTION OF SECURITIES					7
	DESCRIPTION OF SENIOR AND SUBORDINATED DEBT SECURITIES					8
	DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES					18
	DESCRIPTION OF CAPITAL STOCK					28
	DESCRIPTION OF DEPOSITARY SHARES					34
	DESCRIPTION OF WARRANTS					35
	DESCRIPTION OF PURCHASE CONTRACTS					36
	DESCRIPTION OF UNITS					37
	PLAN OF DISTRIBUTION					38
	LEGAL MATTERS					40
	EXPERTS					40
	WHERE YOU CAN FIND MORE INFORMATION					40
	DOCUMENTS INCORPORATED BY REFERENCE					40

	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			Second Amended and Restated Certificate of Incorporation of Jackson Financial Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Jackson Financial Inc. on September 10, 2021)
3.2			Second Amended and Restated Bylaws of Jackson Financial Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by Jackson Financial Inc. on September 10, 2021)
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			First 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 4.2 of the Current Report on Form 8-K filed by Jackson Financial Inc. on November 23, 2021)
4.3			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)
4.4			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)
4.5			Form of Subordinated Indenture, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subordinated Indenture”)
4.6			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”)
4.7			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)
4.8			Form of Certificate of Designations for preferred stock (together with preferred share stock certificate)*
4.9			Form of Warrant Agreement (together with form of warrant certificate)*
4.10			Form of Purchase Contract Agreement*
4.11			Form of Deposit Agreement*
4.12			Form of Pledge Agreement*

Exhibit No.			Description
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

				JACKSON FINANCIAL INC.
				By:			/s/ Carrie L. Chelko Name: Carrie L. Chelko Title: Executive Vice President, General Counsel and Secretary

	Signature			Title
	/s/ Laura L. Prieskorn Laura L. Prieskorn			President, Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Marcia L. Wadsten Marcia L. Wadsten			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ Don W. Cummings Don W. Cummings			Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
	/s/ Steven A. Kandarian Steven A. Kandarian			Chair of the Board
	/s/ Lily Fu Claffee Lily Fu Claffee			Director
	/s/ Gregory T. Durant Gregory T. Durant			Director

	Signature			Title
	/s/ Derek G. Kirkland Derek G. Kirkland			Director
	/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

		PAGE

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	17
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	19
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	21
Section 3.02	Notice of Redemption	21
Section 3.03	Payment upon Redemption	23
Section 3.04	Sinking Fund	23
Section 3.05	Satisfaction of Sinking Fund Payments with Securities	24
Section 3.06	Redemption of Securities for Sinking Fund	24

ARTICLE IV

CERTAIN COVENANTS

Section 4.01	Payment of Principal, Premium and Interest	24
Section 4.02	Maintenance of Office or Agency	25
Section 4.03	Paying Agents	25
Section 4.04	Statement by Officers as to Default	27
Section 4.05	Existence	27
Section 4.06	Waiver of Certain Covenants	27
Section 4.07	Appointment to Fill Vacancy in Office of Trustee	28

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	39
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	47

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

Section 8.01	Evidence of Action by Securityholders	47
Section 8.02	Proof of Execution by Securityholders	48
Section 8.03	Who May be Deemed Owners	49
Section 8.04	Certain Securities Owned by Company Disregarded	49
Section 8.05	Actions Binding on Future Securityholders	49

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	53
Section 9.05	Execution of Supplemental Indentures	53

ARTICLE X

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01	When the Company May Consolidate, Merge, Etc.	54

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01	Satisfaction and Discharge of Indenture	55
Section 11.02	Discharge of Obligations	56
Section 11.03	Deposited Moneys to be Held in Trust	56
Section 11.04	Payment of Moneys Held by Paying Agents	56
Section 11.05	Repayment to Company	57

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01	No Recourse	57

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	58
Section 13.03	Covenant Defeasance	59
Section 13.04	Conditions to Defeasance or Covenant Defeasance	59
Section 13.05	Deposited Money and Governmental Obligations to Be Held in Trust; Miscellaneous Provisions	60
Section 13.06	Reinstatement	61

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	62
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	65
Section 14.06	Trustee to Effectuate Subordination	66
Section 14.07	Notice by the Company	66

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	67
Section 14.10	Article Applicable to Paying Agents	68

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 15.01	Effect on Successors and Assigns	68
Section 15.02	Actions by Successor	68
Section 15.03	Notices	69
Section 15.04	Governing Law	70
Section 15.05	Waiver of Jury Trial	71
Section 15.06	Submission to Jurisdiction	71
Section 15.07	Compliance Certificates and Opinions	71
Section 15.08	Form of Documents Delivered to Trustee	72
Section 15.09	Payments on Business Days	72
Section 15.10	Conflict with Trust Indenture Act	72
Section 15.11	Counterparts	73
Section 15.12	Separability	73
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:

N/A		95-3571558
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

400 South Hope Street, Suite 500		90071
Los Angeles, California		(Zip code)
(Address of principal executive offices)

Delaware		98-0486152
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Corporate Way		48951
Lansing, Michigan		(Zip code)
(Address of principal executive offices)

Name	Address
Comptroller of the Currency – United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

Exhibit 1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

Exhibit 2.	A copy of certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

Exhibit 4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

Exhibit 5.	Not applicable.

Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.	Not applicable.

Exhibit 9.	Not applicable.

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

	/s/ Lawrence M. Kusch
	Name:	Lawrence M. Kusch
	Title:	Vice President

ASSETS

Cash and balances due from
depository institutions:
Noninterest-bearing balances and currency and coin		3,451
Interest-bearing balances		401,237
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		51,411
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 loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		20,136
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		90,056

Total assets	$	1,422,604

LIABILITIES

Deposits:
In domestic offices			749
Noninterest-bearing			749
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			269,306
Total liabilities			270,055
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			324,707
Not available
Retained earnings			826,156
Accumulated other comprehensive income			686
Other equity capital components			0
Not available
Total bank equity capital			1,152,549
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,152,549
Total liabilities and equity capital			1,422,604

Antonio I. Portuondo, President	)
Michael P. Scott, Managing Director	)	Directors (Trustees)
Kevin P. Caffrey, Managing Director	)