Davis Polk advised Citigroup Global Markets Inc. and Goldman, Sachs & Co. as representatives of the several underwriters on the offerings by The Hartford Financial Services Group, Inc. (The Hartford) of $1.55 billion of senior notes and $600 million of 7.875% fixed-to-floating-rate junior subordinated debentures.

The Hartford intends to use the proceeds of the offerings to repurchase for aggregate consideration of approximately $2.125 billion of its outstanding 10% fixed-to-floating-rate junior subordinated debentures (the “10% Debentures”) held by Allianz SE. The repurchase is contingent upon the termination of a replacement capital covenant (the “RCC”) which limits the ability of The Hartford to repurchase the 10% Debentures and was entered into for the benefit of the holders of its outstanding 6.1% senior notes due 2041 (the “2041 Notes”).

Concurrent with the offerings, The Hartford is soliciting holders of the 2041 Notes for their consent to terminate the RCC (the “Consent Solicitation”). Davis Polk also advised Citigroup Global Markets Inc. and Goldman, Sachs & Co. as solicitation agents in connection with the Consent Solicitation.

The Hartford is a leading provider of insurance and wealth management services for millions of consumers and businesses worldwide.

The Davis Polk corporate team included partners Richard J. Sandler and Joseph A. Hall, counsel Jean Weng and associates Phoebe Nel, Daying Zhang and Tsz Hin Kwok (not yet admitted). The Davis Polk equity derivatives team included partner John M. Brandow and associates Noah L. Wynkoop and Roshni S. Banker (not yet admitted). Partner Harry Ballan and associate Yuliya Epifantseva provided tax advice. Partner Jeffrey P. Crandall and associate Jennifer Freiman provided ERISA advice. Rosemarie Melendez was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.