AFL AFLAC Inc

COLUMBUS, Ga., Dec. 19, 2016 /PRNewswire/ -- Aflac Incorporated (NYSE: AFL) announced today that, pursuant to its previously announced cash tender offer (the "Tender Offer") for up to an aggregate purchase price of $400,000,000, excluding accrued interest, fees and expenses (the "Maximum Tender Amount"), of its 6.900% Senior Notes due 2039 (the "2039 Notes") and its 6.45% Senior Notes due 2040 (the "2040 Notes" and, together with the 2039 Notes, the "Notes"), approximately $438 million in combined aggregate principal amount of the Notes was validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on December 16, 2016, the early tender date for the Tender Offer (the "Early Tender Date").  In addition, the Company has increased the Maximum Tender Amount from $400,000,000 to $500,000,000. All other terms of the Tender Offer as previously announced remain unchanged. The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated December 5, 2016, and the related Letter of Transmittal (as they may be amended or supplemented, the "Tender Offer Documents").

In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on December 16, 2016.  As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Aflac).

The table below sets forth the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn on or prior to the Early Tender Date.

Acceptance of the Notes will be subject to the Acceptance Priority Levels set forth in the table above based on the Maximum Tender Amount, with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level. Aflac will accept all of the 2039 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, and will accept the 2040 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on a pro rata basis. In addition, Aflac will not accept any Notes tendered after the Early Tender Date.

Aflac expects to make payment for the accepted Notes tomorrow, December 20, 2016.  Aflac will promptly return any Notes tendered but not accepted for purchase.

Holders of Notes subject to the Tender Offer who validly tendered and did not validly withdraw their Notes on or prior to the Early Tender Date are eligible to receive the Total Consideration (as defined in the Tender Offer Documents), which includes an early tender premium of $50 per $1,000 principal amount of Notes tendered by such holders and accepted for purchase by Aflac (the "Early Tender Premium").

In addition to the Total Consideration, all holders of Notes accepted for purchase in connection with the Early Tender Date will also receive accrued and unpaid interest, rounded to the nearest cent, on those Notes from the last applicable interest payment date up to, but not including, the settlement date.

Aflac has retained Goldman, Sachs & Co. and Wells Fargo Securities, LLC as the Joint Lead Dealer Managers and Mizuho Securities USA Inc. and SMBC Nikko Securities America, Inc. as Co-Dealer Managers. D.F. King & Co., Inc. is the Information Agent and Depositary. For additional information regarding the terms of the tender offer, please contact: Goldman, Sachs & Co at (800) 828-3182 (toll free) or (212) 357-1452 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only), (888) 887-1266 (for all others toll-free) or by email at aflac@dfking.com or to the Joint Lead Dealer Managers at their respective telephone numbers.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Aflac

When a policyholder gets sick or hurt, Aflac pays cash benefits fast. For six decades, Aflac insurance policies have given policyholders the opportunity to focus on recovery, not financial stress. In the United States, Aflac is the leading provider of voluntary insurance at the worksite. Through its trailblazing One Day Pay^SM initiative, Aflac U.S. can receive, process, approve and disburse payment for eligible claims in one business day. In Japan, Aflac is the leading provider of medical and cancer insurance and insures one in four households. Aflac individual and group insurance products help provide protection to more than 50 million people worldwide. For 10 consecutive years, Aflac has been recognized by Ethisphere as one of the World's Most Ethical Companies. In 2016, Fortune magazine recognized Aflac as one of the 100 Best Companies to Work For in America for the 18th consecutive year and included Aflac on its list of Most Admired Companies for the 15th time, ranking the company No. 1 in innovation for the insurance, life and health category for the second consecutive year. In 2015, Aflac's contact centers were recognized by J.D. Power by providing "An Outstanding Customer Service Experience" for the Live Phone Channel. Aflac Incorporated is a Fortune 500 company listed on the New York Stock Exchange under the symbol AFL. To find out more about Aflac and One Day Pay^SM, visit aflac.com or espanol.aflac.com.

Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" to encourage companies to provide prospective information, so long as those informational statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those included in the forward-looking statements. Aflac desires to take advantage of these provisions. This document contains cautionary statements identifying important factors that could cause actual results to differ materially from those projected herein, and in any other statements made by company officials in communications with the financial community and contained in documents filed with the Securities and Exchange Commission (SEC).

Forward-looking statements are not based on historical information and relate to future operations, strategies, financial results or other developments. Furthermore, forward-looking information is subject to numerous assumptions, risks and uncertainties. In particular, statements containing words such as "expect," "anticipate," "believe," "goal," "objective," "may," "should," "estimate," "intends," "projects," "will," "assumes," "potential," "target" or similar words as well as specific projections of future results, generally qualify as forward-looking. Aflac undertakes no obligation to update such forward-looking statements. We caution readers that the following factors, in addition to other factors mentioned from time to time, could cause actual results to differ materially from those contemplated by the forward-looking statements: difficult conditions in global capital markets and the economy; governmental actions for the purpose of stabilizing the financial markets; defaults and credit downgrades of securities in our investment portfolio; exposure to significant interest rate risk; concentration of business in Japan; limited availability of acceptable yen-denominated investments; failure to comply with restrictions on patient privacy and information security; foreign currency fluctuations in the yen/dollar exchange rate; deviations in actual experience from pricing and reserving assumptions; subsidiaries' ability to pay dividends to Aflac Incorporated; ability to continue to develop and implement improvements in information technology systems; concentration of our investments in any particular single-issuer or sector; decline in creditworthiness of other financial institutions; ability to attract and retain qualified sales associates and employees; differing judgments applied to investment valuations; significant valuation judgments in determination of amount of impairments taken on our investments; credit and other risks associated with Aflac's investment in perpetual securities; decreases in our financial strength or debt ratings; inherent limitations to risk management policies and procedures; extensive regulation and changes in law or regulation by governmental authorities; interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems; catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, acts of terrorism and damage incidental to such events; changes in U.S. and/or Japanese accounting standards; ability to effectively manage key executive succession; level and outcome of litigation; increased expenses and reduced profitability resulting from changes in assumptions for pension and other postretirement benefit plans; ongoing changes in our industry; loss of consumer trust resulting from events external to our operations; and failure of internal controls or corporate governance policies and procedures.

Additional factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout Aflac's periodic filings with the SEC pursuant to the Securities Exchange Act of 1934.

Analyst and investor contact – Robin Y. Wilkey, 706.596.3264 or 800.235.2667; FAX: 706.324.6330 or rwilkey@aflac.com
Media contact – Catherine Blades, 706.596.3014; FAX: 706.320.2288 or cblades@aflac.com

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SOURCE Aflac Incorporated