AFLAC Incorporated filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
Private Placement of Senior Notes
On March 19, 2024, Aflac Incorporated, a Georgia corporation (the “Company”), entered into a Note Purchase Agreement with the purchasers named therein (the “Purchase Agreement”) in connection with the offer and sale in a private placement of an aggregate principal amount of ¥75,000,000,000 of the Company’s yen-denominated senior notes (the “Private Placement Notes”). The Private Placement Notes consist of (a) ¥18,300,000,000 aggregate principal amount of the Company’s 1.600% Senior Notes, Series A, due 2034, (b) ¥15,000,000,000 aggregate principal amount of the Company’s 1.740% Senior Notes, Series B, due 2036, (c) ¥16,500,000,000 aggregate principal amount of the Company’s 1.920% Senior Notes, Series C, due 2039, (d) ¥5,700,000,000 aggregate principal amount of the Company’s 2.160% Senior Notes, Series D, due 2044 and (e) ¥19,500,000,000 aggregate principal amount of the Company’s 2.400% Senior Notes, Series E, due 2054.
The Private Placement Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semiannually on March 19 and September 19 of each year, commencing September 19, 2024, until such principal becomes due and payable. The Private Placement Notes are senior unsecured obligations of the Company and rank at least pari passu in right of payment with all other unsecured senior indebtedness of the Company.
The Purchase Agreement contains customary covenants, events of default, prepayment and other standard terms and conditions, many of which are consistent with terms and conditions of the Company’s other obligations, including under its existing credit facility.
The Company intends to use the net proceeds from the issuance of the Private Placement Notes for general corporate purposes. The Private Placement Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Registered Senior Notes Offering
On March 21, 2024, the Company issued (i) ¥13,000,000,000 aggregate principal amount of 1.048% Senior Notes due 2029 (the “2029 Notes”), (ii) ¥27,900,000,000 aggregate principal amount of 1.412% Senior Notes due 2031 (the “2031 Notes”) and (iii) ¥7,700,000,000 aggregate principal amount of 1.682% Senior Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Registered Notes”). The Registered Notes were offered by the Company in a public offering pursuant to the Company’s Registration Statement on Form S-3ASR (No. 333-259379) (the “Registration Statement”), the prospectus dated September 7, 2021, and the related prospectus supplement dated March 14, 2024. The Company intends to use the net proceeds from the offering of Registered Notes for general corporate purposes.
The sale of the Registered Notes was made pursuant to the terms of an underwriting agreement, dated March 14, 2024 (the “Underwriting Agreement”), by and among the Company and the several underwriters included on Schedule 1 thereto, for whom Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. acted as representatives. The Underwriting Agreement contains customary terms, conditions, representations and warranties and indemnification provisions.
The 2029 Notes bear interest at the rate of 1.048% per annum from and including their date of issuance to, but excluding, March 21, 2029, or early redemption. The 2031 Notes bear interest at the rate of 1.412% per annum from and including their date of issuance to, but excluding, March 20, 2031 or early redemption. The 2034 Notes bear interest at the rate of 1.682% per annum from and including their date of issuance to, but excluding, March 21, 2034, or early redemption. Interest on the Registered Notes is payable semi-annually in arrears on March 21 and September 21 each year, beginning on September 21, 2024, except that the final interest payment date in 2031, in the case of the 2031 Notes, shall be the maturity date of the 2031 Notes. On or after three months, in the case of the 2029 Notes and the 2031 Notes, and six months, in the case of the 2034 Notes, prior to their respective maturity date, the applicable series of Registered Notes will be redeemable in whole or in part from time to time, at the sole option of the Company, at a redemption price equal to 100% of the aggregate principal amount of the applicable series of Registered Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Registered Notes to be redeemed, if any, to, but not including, the redemption date.
The Registered Notes are general unsecured obligations and rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness. The Registered Notes were issued under an indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by (i) a thirty-eighth supplemental indenture, dated as of March 21, 2024 (the “Thirty-Eighth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2029 Notes, (ii) a thirty-ninth supplemental indenture, dated as of March 21, 2024 (the “Thirty-Ninth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2031 Notes, and (iii) a fortieth supplemental indenture, dated as of March 21, 2024 (the “Fortieth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2034 Notes. As used herein, the term “Indenture” means the Base Indenture as supplemented by (1) in the case of the 2029 Notes, the Thirty-Eighth Supplemental Indenture, (2) in the case of the 2031 Notes, the Thirty-Ninth Supplemental Indenture and (3) in the case of the 2034 Notes, the Fortieth Supplemental Indenture. The Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Indenture for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.
The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The description of the Indenture set forth above is qualified in its entirety by reference to the full text of each of the Base Indenture, a copy of which is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2009, and the Thirty-Eighth Supplemental Indenture (including the form of 2029 Notes included therein), a copy of which is attached hereto as Exhibit 4.1, the Thirty-Ninth Supplemental Indenture (including the form of 2031 Notes included therein), a copy of which is attached hereto as Exhibit 4.2 and the Fortieth Supplemental Indenture (including the form of 2034 Notes included therein), a copy of which is attached hereto as Exhibit 4.3, each of which is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 5.1 | Opinion of Audrey Boone Tillman, Esq., Executive Vice President and General Counsel of the Company, regarding the validity of the Registered Notes. |
| 5.2 | Opinion of Sidley Austin LLP, regarding the validity of the Registered Notes. |
| 23.1 | Consent of Audrey Boone Tillman, Esq. (included as part of Exhibit 5.1 hereto). |
| 23.2 | Consent of Sidley Austin LLP (included as part of Exhibit 5.2 hereto). |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| Aflac Incorporated | |
| March 21, 2024 | /s/ Robin L. Blackmon |
| Robin L. Blackmon | |
| Senior Vice President, Financial Services | |
| Chief Accounting Officer |