Obligation Assureo 7% ( US04621XAK46 ) en USD

Assureo

103.557 % ▲

Etats-unis

US04621XAK46 ( en USD )

7% par an ( paiement semestriel )

26/03/2048

Prospectus brochure de l'obligation Assurant US04621XAK46 en USD 7%, échéance 26/03/2048

2 000 USD

400 000 000 USD

04621XAK4

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

27/03/2026 ( Dans 47 jours )

Assurant est une société de services financiers offrant des produits d'assurance et de protection liés à des biens de consommation, des véhicules automobiles et des assurances habitation, principalement par l'intermédiaire de partenaires de distribution.

L'Obligation émise par Assureo ( Etats-unis ) , en USD, avec le code ISIN US04621XAK46, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/03/2048

L'Obligation émise par Assureo ( Etats-unis ) , en USD, avec le code ISIN US04621XAK46, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Assureo ( Etats-unis ) , en USD, avec le code ISIN US04621XAK46, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d507823d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222648

Proposed
Amount
maximum
Maximum
to be
offering price
aggregate
Amount of
Title of Each Class of Securities Offered

registered

per unit

offering price
registration fee(1)
Floating Rate Senior Notes due 2021

$300,000,000
100.000%
$300,000,000
$37,350
4.200% Senior Notes due 2023

$300,000,000
99.767%

$299,301,000
$37,263
4.900% Senior Notes due 2028

$300,000,000
99.617%

$298,851,000
$37,207
7.000% Fixed-to-Floating Rate Subordinated Notes due 2048

$400,000,000
100.000%
$400,000,000
$49,800

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended (the "Securities Act"). This "Calculation of Registration
Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the registrant's Registration Statement on Form S-3 (File No.
333-222648) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(to Prospectus dated January 22, 2018)

Assurant, Inc.
$300,000,000 Floating Rate Senior Notes due 2021
$300,000,000 4.200% Senior Notes due 2023
$300,000,000 4.900% Senior Notes due 2028
$400,000,000 7.000% Fixed-to-Floating Rate Subordinated Notes due 2048

We will pay interest on the floating rate senior notes due 2021 (the "2021 Senior Notes") on March 26, June 26, September 26 and December 26 of each year,
beginning on June 26, 2018. We will pay interest on the 4.200% senior notes due 2023 (the "2023 Senior Notes"), the 4.900% senior notes due 2028 (the "2028 Senior
Notes" and, together with the 2021 Senior Notes and 2023 Senior Notes, the "Senior Notes") on March 27 and September 27 of each year, beginning on September 27,
2018. The 2021 Senior Notes will mature on March 26, 2021, the 2023 Senior Notes will mature on September 27, 2023 and the 2028 Senior Notes will mature on
March 27, 2028.
Commencing on or after March 26, 2019 (two years prior to maturity (the "2021 Senior Notes Par Call Date")), we may redeem the 2021 Senior Notes, at any
time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the 2021 Senior Notes being redeemed plus accrued and
unpaid interest to, but excluding, the redemption date. Prior to August 27, 2023 (one month prior to maturity (the "2023 Senior Notes Par Call Date")), we may redeem
the 2023 Senior Notes, at any time in whole or from time to time in part, at a "make-whole" premium plus accrued and unpaid interest to, but excluding, the
redemption date. Commencing on or after the 2023 Senior Notes Par Call Date, we may redeem the 2023 Senior Notes, at any time in whole or from time to time in
part, at a redemption price equal to 100% of the principal amount of the 2023 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the
redemption date. Prior to December 27, 2027 (three months prior to maturity (the "2028 Senior Notes Par Call Date")), we may redeem the 2028 Senior Notes, at any
time in whole or from time to time in part, at a "make-whole" premium plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on or
after the 2028 Senior Notes Par Call Date, we may redeem the 2028 Senior Notes, at any time in whole or from time to time in part, at a redemption price equal to
100% of the principal amount of the 2028 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. See "Description of
the Senior Notes--Optional Redemption."
The Senior Notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness from time to time outstanding
and senior in right of payment to all existing and future subordinated indebtedness, including the Fixed-to-Floating Rate Subordinated Notes offered hereby (as defined
herein).
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The fixed-to-floating rate subordinated notes due 2048 (the "Fixed-to-Floating Rate Subordinated Notes" and, together with the Senior Notes, the "Notes") will
bear interest from March 27, 2018 to, but excluding, March 27, 2028, at an annual rate of 7.000%, payable semi-annually in arrears on March 27 and September 27 of
each year, beginning on September 27, 2018 and ending on March 27, 2028. From and including March 27, 2028, the Fixed-to-Floating Rate Subordinated Notes will
bear interest at an annual rate equal to three-month LIBOR plus 4.135%, payable quarterly in arrears on March 27, June 27, September 27 and December 27 of each
year, beginning on June 27, 2028. So long as no event of default with respect to the Fixed-to-Floating Rate Subordinated Notes has occurred and is continuing, we have
the right, on one or more occasions, to defer the payment of interest on the Fixed-to-Floating Rate Subordinated Notes as described in this prospectus supplement for
one or more consecutive interest periods for up to five years. Deferred interest will accrue additional interest at an annual rate equal to the annual interest rate then
applicable to the Fixed-to-Floating Rate Subordinated Notes.
The principal amount of the Fixed-to-Floating Rate Subordinated Notes will mature on March 27, 2048. Payment of the principal on the Fixed-to-Floating Rate
Subordinated Notes will be accelerated only in the case of a bankruptcy of or certain other insolvency events with respect to Assurant, Inc. There is no right of
acceleration in the case of default in the payment of interest on the Fixed-to-Floating Rate Subordinated Notes or the performance of any of our other obligations with
respect to the Fixed-to-Floating Rate Subordinated Notes.
We may redeem the Fixed-to-Floating Rate Subordinated Notes, in whole but not in part, at any time prior to March 27, 2028, within 90 days after the occurrence
of a "rating agency event," a "tax event" or a "regulatory capital event" at a redemption price equal to (i) with respect to a "rating agency event," 102% of their
principal amount, and (ii) with respect to a "tax event" or a "regulatory capital event," their principal amount, in each case plus accrued and unpaid interest (including
compounded interest). On or after March 27, 2028, we may redeem the Fixed-to-Floating Rate Subordinated Notes, in whole
Table of Contents
at any time or in part from time to time, at a redemption price equal to their principal amount plus accrued and unpaid interest (including compounded interest) to, but
excluding, the date of redemption; provided that if the Fixed-to-Floating Rate Subordinated Notes are not redeemed in whole, at least $25 million aggregate principal
amount of the Fixed-to-Floating Rate Subordinated Notes, excluding any Fixed-to-Floating Rate Subordinated Notes held by us or any of our affiliates, must remain
outstanding after giving effect to such redemption. For more information and the definitions of "tax event," "rating agency event" and "regulatory capital event," see
"Description of the Fixed-to-Floating Rate Subordinated Notes--Redemption" in this prospectus supplement.
The Fixed-to-Floating Rate Subordinated Notes will be unsecured, will rank equally in right of payment to all our existing and future paripassu securities (as
defined herein) and will be subordinated and junior in right of payment to all our existing and future senior indebtedness (as defined herein), including the Senior Notes
offered hereby.
We intend to use the net proceeds of this offering, together with the net proceeds from the issuance of 2,875,000 shares of our 6.50% Series D Mandatory
Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock"), available cash on hand and common stock consideration, to finance our pending
acquisition of TWG Holdings Limited (the "TWG Acquisition"), to refinance our 2018 Notes (as defined herein) and to pay related fees and expenses. See "Summary
--Recent Developments" and "Use of Proceeds." If the TWG Acquisition has not closed on or prior to December 17, 2018 or an Acquisition Termination Event (as
defined herein) occurs, we will be required to redeem the 2021 Senior Notes, 2023 Senior Notes and the Fixed-to-Floating Rate Subordinated Notes, in whole but not
in part, at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on such notes to the date of redemption.
See "Description of the Senior Notes--Special Mandatory Redemption" and "Description of the Fixed-to-Floating Rate Subordinated Notes--Special Mandatory
Redemption."
The 2028 Senior Notes are not subject to the special mandatory redemption and will remain outstanding even if we do not consummate the TWG Acquisition.
The closing of this offering is not conditioned on the consummation of the TWG Acquisition, which, if consummated, will occur subsequent to the closing of this
offering.

See "Risk Factors" on page S-13 of this prospectus supplement and page 4 of the accompanying prospectus to read about factors you should consider
before investing in the Notes.

Per Fixed-
to-Floating
Per 2021
Per 2023
Per 2028
Rate
Senior
Senior
Senior
Subordinated

Note

Total

Note

Total

Note

Total

Note

Total

Public offering price (1)

100.000%
$ 300,000,00
99.767%
$299,301,000
99.617%
$298,851,000

100.000%
$400,000,000
Underwriting discounts

0.400%
$
1,200,000

0.600%
$
1,800,000

0.650%
$
1,950,000

1.250%
$
5,000,000
Proceeds to Assurant, Inc. (before expenses)
99.600%
$298,800,000
99.167%
$297,501,000
98.967%
$296,901,000

98.750%
$395,000,000

(1)
Plus accrued interest, if any, from and including March 27, 2018, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about March 27, 2018, against payment in immediately available
funds.

Joint Book-Running Managers
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Morgan Stanley

J.P. Morgan

Wells Fargo Securities
US Bancorp
Co-Managers

BMO Capital Markets

KeyBanc Capital Markets

Scotiabank
Lloyds Securities
Barclays
Goldman Sachs & Co. LLC
HSBC
The date of this prospectus supplement is March 22, 2018
Table of Contents
This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of the Notes. The second
part, the accompanying prospectus, dated January 22, 2018, gives more general information, some of which may not apply to this offering.
We and the underwriters have not authorized anyone to provide any information other than that contained in this prospectus supplement and the
accompanying prospectus or incorporated by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus
prepared by or on behalf of us to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer of the Notes in any jurisdiction
where the offer is not permitted. You should not assume that the information contained in this prospectus supplement and the accompanying prospectus or
incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate as of any date other than the date of such document.
Our business, financial condition, results of operations and prospects may have changed since those dates.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our" and the "Company" are to Assurant, Inc. and not its
subsidiaries, except where the context otherwise requires.
Except as expressly indicated in this prospectus supplement, amounts in U.S. dollars represent whole dollar amounts, not thousands. This differs
from the convention used in certain of the documents incorporated by reference herein.
TABLE OF CONTENTS

Page
Prospectus Supplement

Incorporation of Certain Documents by Reference
S-iii
Summary
S-1
Summary Unaudited Pro Forma Condensed Combined Financial Data
S-10
Risk Factors
S-13
Forward-Looking Statements
S-20
Use of Proceeds
S-22
Ratio of Earnings to Fixed Charges
S-23
Capitalization
S-24
Unaudited Pro Forma Condensed Combined Financial Statements
S-25
Description of the Senior Notes
S-46
Description of the Fixed-To-Floating Rate Subordinated Notes
S-53
Certain U.S. Federal Income Tax Considerations
S-64
Certain Benefit Plan Investor Considerations
S-72
Underwriting
S-74
Validity of the Notes
S-80
Experts
S-80

Prospectus

Page
About This Prospectus

i
Forward-Looking Information

ii
About Assurant, Inc.

1
Where You Can Find More Information

2
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424B5
Risk Factors

4

S-i
Table of Contents

Page
Use of Proceeds

5
Ratio of Consolidated Earnings to Fixed Charges

6
Description of Debt Securities We May Offer

7
Description of Common Stock We May Offer

23
Description of Preferred Stock and Depositary Shares Representing Preferred Stock We May Offer

26
Description of Warrants We May Offer

32
Description of Stock Purchase Contracts We May Offer

35
Description of Units We May Offer

36
Legal Ownership and Book-Entry Issuance

37
Plan of Distribution

43
Legal Matters

46
Experts

46

S-ii
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the Company to "incorporate by reference" the information it files with the SEC. This permits us to disclose important information
to you by referencing these filed documents, which are considered part of this prospectus supplement and the accompanying prospectus. Information that
we file later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that the Company previously filed with the SEC and any future filings made with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the offering of the Notes has
been completed; provided that, unless otherwise stated, we will not incorporate by reference any filing that is "furnished" or deemed "furnished" to the
SEC. These documents contain important information about the Company.

· Our Annual Report on Form 10-K for the year ended December 31, 2017 filed on February 14, 2018;

· Our Definitive Proxy Statement on Schedule 14A filed on March 24, 2017; and

· Our Current Reports on Form 8-K filed on January 9, 2018 (except for Item 7.01 and Exhibits 99.1 and 99.2 thereof), January 30, 2018,

March 6, 2018 (except for Item 7.01 thereof) and March 12, 2018.
We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference in this
prospectus supplement and the accompanying prospectus. You may obtain these copies by writing to Investor Relations, Assurant, Inc., 28 Liberty Street,
41st Floor, New York, New York 10005 or by dialing (212)-859-7000. Our website is www.assurant.com. We make our periodic reports and other
information filed or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other
information are electronically filed with or furnished to the SEC. Except as specifically noted, information on our website and the websites of our operating
companies is not incorporated by reference into this prospectus supplement and the accompanying prospectus and does not constitute a part of this
prospectus supplement and the accompanying prospectus.

S-iii
Table of Contents
SUMMARY
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This summary contains selected information about us and this offering. Because this is a summary, it may not contain all the information that
may be important to you. You should read this entire prospectus supplement and the accompanying prospectus carefully, including, but not limited to,
the information set forth under "Risk Factors" as well as our consolidated financial statements and the schedules and related notes and
Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year
ended December 31, 2017 and the other information incorporated by reference into this prospectus supplement and the accompanying prospectus.
The Company
Assurant is a global provider of risk management solutions in the housing and lifestyle markets, protecting where people live and the goods they
buy. Assurant operates in North America, Latin America, Europe and Asia Pacific through three operating segments: Global Housing, Global
Lifestyle, and Global Preneed. Assurant partners with clients who are leaders in their industries to provide consumers a diverse range of protection
products and services. Through its Global Housing segment, Assurant provides lender-placed homeowners, manufactured housing and flood
insurance; renters insurance and related products (referred to as our "multi-family housing" business); and valuation and field services (referred to as
our "mortgage solutions" business). Through its Global Lifestyle segment, Assurant provides mobile device protection products and related services
and extended service products and related services for consumer electronics and appliances (referred to as our "Connected Living" business); vehicle
protection services; and credit insurance. Global Preneed provides pre-funded funeral insurance and annuity products.
Our Competitive Strengths
Our financial strength and our core capabilities across our businesses create competitive advantages that we believe allow us to support our
clients and our profitable growth over the long term.
Our financial strength. We believe we have a strong balance sheet with a low leverage ratio. As of December 31, 2017, we had $31.84 billion
in assets and our debt to total capital was 20.0%. In addition, our Global Housing, Global Lifestyle and Global Preneed segments generate significant
amounts of cash flow, which provides us with the flexibility to make appropriate investments in strategic capabilities, and enter into partnerships with
our clients.
Client and consumer insights support product innovation. During our long business tenure, we have developed a comprehensive understanding
of our clients and the consumer markets we serve. We seek to leverage consumer insights, together with deep market knowledge and capabilities, to
anticipate and identify the specific needs of our clients and consumers they serve. We intend to continue to capitalize on our client and consumer
insights to introduce new and innovative products and services and to adapt those products and services to address emerging issues.
Value chain integration. We own or manage multiple pieces of the value chain, which enables us to create products and service offerings based
on specific client needs and provide a more seamless experience for consumers. Offering end-to-end solutions allows us to adapt more quickly and
efficiently to client and consumer needs. Visibility across the value chain helps us collect and share insights to improve the consumer experience and
our offerings.

S-1
Table of Contents
Our Strategy for Profitable Growth
Our vision is to be the premier provider of risk management solutions within the housing and lifestyle markets globally. To achieve this vision,
we recently underwent a multi-year transformation to position ourselves for long-term profitable growth by:
Growing our portfolio of market leading businesses. We leverage our competitive strengths to focus on niche businesses where we can
maintain or reach market leading positions and achieve attractive returns. We periodically assess our business portfolio to ensure we align resources
with the best opportunities within the housing and lifestyle markets and, currently, we have identified connected living, multi-family housing and
vehicle protection services as key businesses targeted for growth. We are focused on growing our businesses by continuing to invest in niche
capabilities, further expanding our offerings and diversifying our distribution channels.
Providing integrated risk management offerings. We provide an array of services that are complementary to our risk-based products. As we
adapt our business portfolio to respond to client and consumer needs, we expect that our mix of business will continue to evolve. We expect future
business mix shifts to further diversify our revenue and earnings. In 2017, fee-based, capital-light businesses accounted for approximately 50% of our
operating segments' net earned premiums, fees and other income.
Implementing a more agile and efficient operating model. We expect that the implementation of our global operating model, including a more
integrated organizational structure across our global operations, will achieve efficiencies to support our profitable growth long-term. We reorganized
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our global business operating structure to increase competitive agility and deliver superior customer experience and centralized key support functions
to reduce overall expenditures over time and benefit from economies of scale.
Deploying our capital strategically. We deploy capital to invest in and grow our businesses, repurchase shares and pay dividends. Our approach
to mergers, acquisitions and other growth opportunities reflects our prudent and disciplined approach to managing our capital. We target new business
and capabilities that complement or support our business model, which is focused on expanding capabilities and distribution in targeted growth
businesses globally.
Recent Developments
On January 9, 2018, we announced that we amended the structure of the TWG Acquisition. Under the revised terms, we will acquire TWG and
remain a Delaware corporation. We intend to fund the purchase price, the refinancing of $350 million aggregate principal amount of our 2.50% Senior
Notes due 2018 (the "2018 Notes") and related fees and expenses with the net proceeds of this offering, the net proceeds from the March 12, 2018
issuance of 2,875,000 shares of our Mandatory Convertible Preferred Stock, available cash on hand and common stock consideration. The acquisition
is expected to close in the second quarter of 2018, subject to the receipt of regulatory approvals and other customary closing conditions. This offering
is not conditioned upon the completion of the TWG Acquisition.
Corporate Information
Our principal executive offices are located at 28 Liberty Street, 41st Floor, New York, New York 10005. Our telephone number is (212)
859-7000. Our website is www.assurant.com. We make our periodic reports and other information filed or furnished to the SEC available, free of
charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the
SEC. Except as specifically noted, information on our website is not incorporated by reference into this prospectus supplement and the accompanying
prospectus and does not constitute a part of this prospectus supplement and the accompanying prospectus.

S-2
Table of Contents
The Offering

Issuer
Assurant, Inc.
Notes Offered:

Senior Notes
$300 million aggregate principal amount of floating rate senior notes
due 2021.

$300 million aggregate principal amount of 4.200% senior notes due
2023.

$300 million aggregate principal amount of 4.900% senior notes due
2028.
Fixed-to-Floating Rate Subordinated Notes
$400 million aggregate principal amount of 7.000% Fixed-to-Floating
Rate Subordinated Notes due 2048.
Maturity Dates:

Senior Notes
March 26, 2021 for the 2021 Senior Notes, unless earlier redeemed or
repurchased.

September 27, 2023 for the 2023 Senior Notes, unless earlier
redeemed or repurchased.

March 27, 2028 for the 2028 Senior Notes, unless earlier redeemed or
repurchased.
Fixed-to-Floating Rate Subordinated Notes
March 27, 2048 for the Fixed-to-Floating Rate Subordinated Notes,
unless earlier redeemed or repurchased.
Interest Rates:

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Senior Notes
The 2021 Senior Notes will bear interest at an annual rate equal to
three-month LIBOR (as defined below) plus 1.250%, and we will pay
accrued interest quarterly in arrears on March 26, June 26, September
26 and December 26 (or if any of these days is not a business day, on
the next business day, except that, if such business day is in the next
succeeding calendar month, interest will be payable on the
immediately preceding business day), beginning on June 26, 2018.

The 2023 Senior Notes will bear interest at the rate
of 4.200% per year.

The 2028 Senior Notes will bear interest at the rate of 4.900% per
year

In each case for the 2023 Senior Notes and the 2028 Senior Notes,
interest will be payable semi-annually in arrears on March 27
and September 27 of each year, beginning September 27, 2018.
Fixed-to-Floating Rate Subordinated Notes
Interest on the Fixed-to-Floating Rate Subordinated Notes will accrue
from March 27, 2018.
From and including March 27, 2018 to, but excluding, March 27,
2028, or any earlier redemption

S-3
Table of Contents
date, the Fixed-to-Floating Rate Subordinated Notes will bear interest
at an annual rate of 7.000%. We will pay that interest semi-annually
in arrears on March 27 and September 27 of each year, beginning
on September 27, 2018 and ending on March 27, 2028, subject to our
rights and obligations described under "Description of the
Fixed-to-Floating Rate Subordinated Notes--Option to defer interest
payments" in this prospectus supplement. In the event that any interest
payment date on or prior to March 27, 2028 falls on a day that is not a
business day, the interest payment due on that date will be postponed
to the next day that is a business day, and no interest will accrue as a
result of that postponement.

From and including March 27, 2028 to, but excluding, the maturity
date or any earlier redemption date, the Fixed-to-Floating Rate
Subordinated Notes will bear interest at an annual rate equal to three-
month LIBOR plus 4.135% payable quarterly in arrears on March 27,
June 27, September 27 and December 27 of each year (or if any of
these days is not a business day, on the next business day, except that,
if such business day is in the next succeeding calendar month, interest
will be payable on the immediately preceding business day),
beginning on June 27, 2028, subject to our rights and obligations
described under "Description of the Fixed-to-Floating Rate
Subordinated Notes--Option to defer interest payments" in this
prospectus supplement.
Option to Defer Interest Payments
So long as no event of default with respect to the Fixed-to-Floating
Rate Subordinated Notes has occurred and is continuing, we have the
right, on one or more occasions, to defer the payment of interest on the
Fixed-to-Floating Rate Subordinated Notes for one or more
consecutive interest periods for up to five years as described in
"Description of the Fixed-to-Floating Rate Subordinated Notes--
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Option to defer interest payments" in this prospectus supplement. We
may not defer interest beyond the maturity date, any earlier
accelerated maturity date arising from an event of default or any other
earlier redemption of the Fixed-to-Floating Rate Subordinated Notes.
During a deferral period, interest will continue to accrue on the
Fixed-to-Floating Rate Subordinated Notes at the then-applicable rate
of the Fixed-to-Floating Rate Subordinated Notes described above
and deferred interest on the Fixed-to-Floating

S-4
Table of Contents
Rate Subordinated Notes will bear additional interest at the then-
applicable interest rate of the Fixed-to-Floating Rate Subordinated
Notes, compounded on each interest payment date, subject to
applicable law. If we have paid all deferred interest (including
compounded interest thereon) on the Fixed-to-Floating Rate
Subordinated Notes, we can again defer interest payments on the
Fixed-to-Floating Rate Subordinated Notes as described above.
Certain Payment Restrictions Applicable to Us
At any time when we have given notice of our election to defer
interest payments on the Fixed-to-Floating Rate Subordinated Notes
but the related deferral period has not yet commenced or a deferral
period is continuing, we and our subsidiaries generally may not make
payments on or redeem or purchase any shares of our capital stock or
any of our debt securities or guarantees that rank upon our liquidation
on a parity with or junior to the Fixed-to-Floating Rate Subordinated
Notes, subject to certain limited exceptions.

The terms of the Fixed-to-Floating Rate Subordinated Notes permit us
to make any payment of current or deferred interest on our pari passu
securities that is made pro rata to the amounts due on such parity
securities and the Fixed-to-Floating Rate Subordinated Notes.

For more information, see "Description of the Fixed-to-Floating Rate
Subordinated Notes--Dividend and other payment stoppages during
deferral periods and under certain other circumstances" in this
prospectus supplement.
Ranking:

Senior Notes
The Senior Notes will be senior unsecured obligations of Assurant,
Inc. and will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding and senior in right of
payment to all of our existing and future subordinated indebtedness,
including the Fixed-to-Floating Rate Subordinated Notes offered
hereby.
Fixed-to-Floating Rate Subordinated Notes
The Fixed-to-Floating Rate Subordinated Notes will be unsecured
obligations of Assurant, Inc., will rank equally in right of payment to
all of our existing and future pari passu securities and will be
subordinated and junior in right of payment to all our existing and
future senior indebtedness, including the Senior Notes offered hereby.

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As of December 31, 2017, we had approximately $1.07 billion of
outstanding senior indebtedness. On an as adjusted basis after giving
effect to the TWG Acquisition, including the incurrence of
indebtedness to partially fund the acquisition, we would have had
approximately $2.01 billion of outstanding indebtedness. See
"Capitalization" for further information. In addition, payments on the
Fixed-to-Floating Rate Subordinated Notes will be effectively
subordinated to all existing and future liabilities of our subsidiaries to
the extent of the assets of such subsidiaries, including future policy
benefits and expenses, claims and benefits payable and separate
account balances of $16.02 billion as of December 31, 2017. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our consolidated financial statements and
related notes in our Annual Report on Form 10-K for the year ended
December 31, 2017, which is incorporated by reference in this
prospectus supplement and the accompanying prospectus, for a
discussion of our existing indebtedness.
Additional Notes
We may, without the consent of the noteholders, issue additional notes
having the same ranking and the same interest rate, maturity and other
terms as any series of the Notes offered by this prospectus supplement.
Any such additional notes will be a part of the series having the same
terms as such series of the Notes; provided, however, that if such
additional notes are not fungible with the applicable series of Notes
offered hereby for U.S. federal income tax purposes, the additional
notes will have a different CUSIP number.
Sinking Fund
None.
Optional Redemption:

2021 Senior Notes
Commencing on or after the 2021 Senior Notes Par Call Date, we may
redeem the 2021 Senior Notes, at any time in whole or from time to
time in part, at a redemption price equal to 100% of the principal
amount of the 2021 Senior Notes being redeemed plus accrued and
unpaid interest to, but excluding, the redemption date. See
"Description of the Senior Notes--Optional Redemption."
2023 Senior Notes
Prior to the 2023 Senior Notes Par Call Date, we may redeem the
2023 Senior Notes, at any time in whole or from time to time in part,
at a "make-whole" premium plus accrued and unpaid interest to, but
excluding, the redemption date.

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Commencing on or after the 2023 Senior Notes Par Call Date, we may
redeem the 2023 Senior Notes, at any time in whole or from time to
time in part, at a redemption price equal to 100% of the principal
amount of the 2023 Senior Notes being redeemed plus accrued and
unpaid interest to, but excluding, the redemption date. See
"Description of the Senior Notes--Optional Redemption."
2028 Senior Notes
Prior to the 2028 Senior Notes Par Call Date, we may redeem the
2028 Senior Notes, at any time in whole or from time to time in part,
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at a "make-whole" premium plus accrued and unpaid interest to, but
excluding, the redemption date.

Commencing on or after the 2028 Senior Notes Par Call Date, we may
redeem the 2028 Senior Notes, at any time in whole or from time to
time in part, at a redemption price equal to 100% of the principal
amount of the 2028 Senior Notes being redeemed plus accrued and
unpaid interest to, but excluding, the redemption date. See
"Description of the Senior Notes--Optional Redemption."
Fixed-to-Floating Rate Subordinated Notes
We may elect to redeem the Fixed-to-Floating Rate Subordinated
Notes:

· ?in whole at any time or in part from time to time on or
after March 27, 2028 at a redemption price equal to their
principal amount plus accrued and unpaid interest (including
compounded interest) to, but excluding, the date of redemption;
provided that if the Fixed-to-Floating Rate Subordinated Notes
are not redeemed in whole, at least $25 million aggregate
principal amount of the Fixed-to-Floating Rate Subordinated
Notes, excluding any Fixed-to-Floating Rate Subordinated Notes
held by us or any of our affiliates, must remain outstanding after
giving effect to such redemption; or

· ?in whole, but not in part, at any time prior to March 27, 2028,
within 90 days after the occurrence of a "rating agency event," a
"tax event" or a "regulatory capital event" at a redemption price
equal to (i) with respect to a "rating agency event," 102% of
their principal amount, and (ii) with respect to a "tax event" or a
"regulatory capital event," their principal amount, in each case
plus accrued and unpaid interest (including compounded interest)

to but excluding the date of redemption.

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For more information and the definitions of "tax event," "rating
agency event" and "regulatory capital event", see "Description of the
Fixed-to-Floating Rate Subordinated Notes--Redemption" in this
prospectus supplement.
Special Mandatory Redemption
If the TWG Acquisition has not closed on or prior to December 17,
2018 or if an Acquisition Termination Event (as defined below)
occurs, we will be required to redeem the 2021 Senior Notes, 2023
Senior Notes and the Fixed-to-Floating Rate Subordinated Notes, in
whole but not in part, at a redemption price equal to 101% of the
aggregate principal amount of such notes, plus accrued and unpaid
interest on such notes to the date of redemption. An "Acquisition
Termination Event" means either (1) the termination of the TWG
Agreement or (2) we determine in our reasonable judgment that the
TWG Acquisition will not occur. The proceeds of this offering will
not be deposited into an escrow account pending any special
mandatory redemption of such series of Notes. See "Description of the
Senior Notes -- Special Mandatory Redemption" and "Description of
the Fixed-to-Floating Rate Subordinated Notes -- Special Mandatory
Redemption."

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