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UVV > SEC Filings for UVV > Form 8-K on 18-Nov-2009All Recent SEC Filings

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Form 8-K for UNIVERSAL CORP /VA/


18-Nov-2009

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On November 16, 2009, Universal Corporation ("Universal") entered into an Underwriting Agreement with the underwriters named therein pursuant to which Universal will issue $100,000,000 aggregate principal amount of 6.250% Senior Notes due 2014 (the "Notes"), upon the terms and conditions set forth therein. The Notes will be governed by the terms of an Indenture between Universal and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as Trustee, dated February 1, 1991 (the "Indenture"). Universal intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include a repayment of certain notes payable and overdrafts with maturities within the 30 days following the issuance of the Notes.

Interest on the Notes will accrue from November 19, 2009 at the rate of 6.250% per year. Interest on the Notes will be payable semi-annually on December 1 and June 1 of each year, commencing June 1, 2010. The Notes will mature on December 1, 2014. The Notes are senior unsecured debt obligations of Universal and will rank equally in right of payment among themselves and with all of Universal's other present and future senior unsecured indebtedness.

The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form S-3 (No. 333-155639) (the "Registration Statement") previously filed with the Commission by Universal under the Act. A copy of the Underwriting Agreement is filed as an exhibit hereto and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

Universal hereby files the following exhibits to, and incorporates such exhibits by reference in, the Registration Statement No. 333-155639 filed on November 24, 2008 and supplemented by the Prospectus Supplement dated November 16, 2009, or otherwise pursuant to requirements of Form 8-K:

No. Description

1.1 Underwriting Agreement, dated November 16, 2009

5.1 Opinion of Sullivan & Cromwell LLP

5.2 Opinion of Preston D. Wigner

8.1 Opinion of Sullivan & Cromwell LLP

23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)

23.2 Consent of Preston D. Wigner (included in Exhibit 5.2)

23.3 Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1)


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