8-K

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

Date of Report (Date of earliest event reported): August 20, 2020

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (508) 855-1000

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On August 20, 2020, The Hanover Insurance Group, Inc. (the “Company”) caused notices to be issued to the holders of its 6.35% Subordinated Debentures due 2053 (CUSIP No. 410867 204; NYSE: THGA) (the “Debentures”) regarding the Company’s exercise of its option to redeem in full the Debentures pursuant to Article 11 of the Indenture dated as of March 20, 2013, between the Company and U.S. Bank National Association, as trustee, and Section 3.06 of the First Supplemental Indenture dated as of March 27, 2013. The Company will redeem all $175,000,000 aggregate principal amount of outstanding Debentures on September 19, 2020 (the “Redemption Date”). The Debentures will be redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon from June 30, 2020, through, but excluding, the Redemption Date. U.S. Bank National Association, One Federal St, Boston, MA 02110 will act as paying agent. A copy of the redemption notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

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.

Date: August 20, 2020

EX-99.1

Exhibit 99.1

NOTICE IS HEREBY GIVEN pursuant to the terms of the governing document dated as of March 27, 2013, between The Hanover Insurance Group, Inc., as Issuer, and U.S. Bank National Association, as Trustee or Agent, that the bonds listed below have been selected for Full Redemption on September 19, 2020 (the Redemption Date) at the price listed below of the principal amount (the Redemption Price) together with interest accrued to the Redemption Date.

Pursuant to the Governing Documents, payment of the Redemption Price on the Bonds called for redemption will be paid without presentation of the Bonds if presentment is not required and upon presentation of the Bonds if presentment is required. If presentment is required, surrender thereof can be made in the following manner:

Delivery Instructions:

U.S. Bank

GlobalCorporate Trust

111 Fillmore Ave E

St. Paul, MN 55107

Bondholders presenting their bonds in person for same day payment must **** surrender their bond(s) by 1:00 P.M. CST on the Redemption Date and a check will be available for pick up after 2:00 P.M. CST. Checks not picked up by 4:30 P.M. CST will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond, you are not required to endorse the Bond to collect the Redemption Price.

Interest on the principal amount designated to be redeemed shall cease to accrue on and after the Redemption Date.

For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust **** and click on the “Bondholder Information” link for Redemption instructions. You may also contact our Bondholder Communications team at 1-800-934-6802 Monday through Friday from 8 AM to 6 PM CST.

IMPORTANT NOTICE

Federal law requires the Paying Agent to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit ww w .irs.gov **** for additional information on the tax forms and instructions.

*The Undersigned shall not be held responsible for the selection or use of the CUSIP number in this Redemption Notice,nor is any representation made as to its correctness. It is included solely for the convenience of the Holders.