COLUMBUS, Ga., Dec. 5, 2016 /PRNewswire/ -- Aflac Incorporated
(NYSE: AFL) announced today it has commenced a tender offer (the
"Tender Offer") to purchase for cash up to a 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"). The amounts of each series of Notes to be
purchased will be determined in accordance with the acceptance
priority levels specified in the table below in the column entitled
"Acceptance Priority Level" (the "Acceptance Priority Level"), with
1 being the highest Acceptance Priority Level.
The following table sets forth some of the terms of the Tender
Offer:
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference
U.S.
Treasury
Security
|
Bloomberg
Reference
Page (1)
|
Fixed
Spread
(basis
points)
|
Early
Tender
Premium
(per
$1,000) (2)
|
Hypothetical
Total
Consideration(2) (3)
|
6.900% Senior
Notes due
2039
|
001055AD4
|
$400,000,000
|
1
|
2.25% UST
due August
15, 2046
|
FIT1
|
110
|
$50
|
$1,400.08
|
6.45% Senior
Notes due
2040
|
001055AF9
|
$450,000,000
|
2
|
2.25% UST
due August
15, 2046
|
FIT1
|
110
|
$50
|
$1,339.60
|
|
|
|
|
(1)
|
The applicable page
on Bloomberg from which the Dealer Managers will quote the bid-side
prices of the applicable U.S. Treasury Security.
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered and accepted for purchase.
Does not include Accrued Interest (defined below), which will be
paid on Notes accepted for purchase.
|
(3)
|
The hypothetical
Total Consideration for the Notes of each series is calculated as
of 11:00 a.m., New York City time, on December 2, 2016. The actual
Total Consideration will be determined at 11:00 a.m., New York City
time, on December 19, 2016 unless extended by Aflac.
|
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 (the "Offer to
Purchase"), and the related Letter of Transmittal. The Tender Offer
will expire at 11:59 p.m., New York
City time, on January 3, 2017,
unless extended or earlier terminated by Aflac (the "Expiration
Date"). Tenders of Notes may be withdrawn at any time at or prior
to 5:00 p.m., New York City
time, on December 16, 2016 (the
"Early Tender Date"), but may not be withdrawn thereafter except in
certain limited circumstances where additional withdrawal rights
are required by law.
The consideration paid in the Tender Offer for Notes that are
validly tendered and accepted for purchase will be determined in
the manner described in the Offer to Purchase by reference to a
fixed spread over the yield to maturity of the applicable U.S.
Treasury Security specified in the table above and in the Offer to
Purchase (the "Total Consideration"). Holders of Notes that are
validly tendered and not withdrawn at or prior to the Early Tender
Date and accepted for purchase will receive the applicable Total
Consideration, which includes an early tender premium of
$50 per $1,000 principal amount of the Notes accepted for
purchase (the "Early Tender Premium"). Holders of Notes who validly
tender their Notes following the Early Tender Date and on or prior
to the Expiration Date will only receive the applicable "Tender
Offer Consideration" per $1,000
principal amount of any such Notes tendered by such holders that
are accepted for purchase, which is equal to the applicable Total
Consideration minus the Early Tender Premium. Holders who tender
less than all of their Notes of either series must continue to hold
Notes of such series in the minimum authorized denomination of
$2,000 principal amount or an
integral multiple of $1,000 in excess
thereof. The Total Consideration will be determined at
11:00 a.m., New York City time, on December 19, 2016 unless extended by Aflac (the
"Tender Offer Price Determination Date"). Tenders of Notes will be
accepted only in principal amounts equal to $2,000 or integral multiples of $1,000 in excess thereof.
Payments for Notes of each series purchased will include accrued
and unpaid interest from and including the most recent interest
payment date for such series of Notes up to, but not including, the
applicable settlement date for such Notes. The settlement date for
Notes that are validly tendered on or prior to the Early Tender
Date is expected to be December 20,
2016. The settlement date for the Notes that are tendered
following the Early Tender Date but on or prior to the Expiration
Date is expected to be January 4,
2017 (the "Final Settlement Date"), assuming the Maximum
Tender Amount is not purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount, all 2039 Notes validly
tendered and not validly withdrawn on or before the Early Tender
Date will be accepted before any tendered 2040 Notes, and all 2039
Notes validly tendered after the Early Tender Date will be accepted
before any 2040 Notes tendered after the Early Tender Date.
However, even if the Tender Offer is not fully subscribed as of the
Early Tender Date, subject to the Maximum Tender Amount, Notes
validly tendered and not validly withdrawn on or before the Early
Tender Date will be accepted for purchase in priority to other
Notes tendered after the Early Tender Date even if such Notes
tendered after the Early Tender Date have a higher Acceptance
Priority Level than Notes tendered prior to the Early Tender
Date.
Notes of a series may be subject to proration if the aggregate
principal amount of the Notes of such series validly tendered and
not validly withdrawn would cause the Maximum Tender Amount to be
exceeded. Furthermore, if the Tender Offer is fully subscribed as
of the Early Tender Date, holders who validly tender Notes
following the Early Tender Date will not have any of their Notes
accepted for payment.
Aflac's obligation to accept for payment and to pay for the
Notes validly tendered in the Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase. Aflac reserves the right, subject to applicable
law, to: (i) waive any and all conditions to the Tender Offer; (ii)
extend or terminate the Tender Offer; (iii) increase or decrease
the Maximum Tender Amount; or (iv) otherwise amend the Tender Offer
in any respect.
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 does not constitute an offer or an invitation
by Aflac to participate in the tender offer in any jurisdiction in
which it is unlawful to make such an offer or solicitation. 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 PaySM
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 PaySM, 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.
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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