Current Report Filing (8-k)
January 19 2017 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 18, 2017
Aflac Incorporated
(Exact name of registrant as specified in its charter)
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Georgia
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001-07434
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58-1167100
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1932 Wynnton Road, Columbus, Georgia
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31999
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(Address of principal executive offices)
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(Zip Code)
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706.323.3431
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01
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Entry into a Material Definitive Agreement
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On January 18, 2017, Aflac Incorporated (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with the several underwriters named therein (the Underwriters), for whom Merrill Lynch International, Mizuho International plc, Morgan
Stanley & Co. International plc and SMBC Nikko Securities America, Inc. are acting as representatives, related to the offering, issuance and sale of ¥60,000,000,000 aggregate principal amount of its 0.932% Senior Notes due 2027. The
Underwriting Agreement contains customary terms, conditions, representations and warranties and indemnification provisions.
This offering
is being made pursuant to the Companys Registration Statement on Form S-3 (No. 333-203839) (the Registration Statement), prospectus dated May 4, 2015, and related prospectus supplement dated January 18, 2017 filed with the
Securities and Exchange Commission.
The Underwriters and their respective affiliates are full service financial institutions engaged in
various activities, including securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, market making, brokerage and other financial and
non-financial activities and services. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for
the Company, and for persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.
The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. The description of the material
terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
ITEM 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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1.1 -
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Underwriting Agreement, dated January 18, 2017, between Aflac Incorporated and the several underwriters named therein, for whom Merril Lynch International, Mizuho International plc, Morgan Stanley & Co. International plc and
SMBC Nikko Securities America, Inc. are acting as representatives.
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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.
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Aflac Incorporated
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January 18, 2017
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/s/ Kenneth S. Janke
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(Kenneth S. Janke)
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Executive Vice President, Treasurer
and Head of
Corporate Finance and Development
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EXHIBIT INDEX:
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1.1 -
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Underwriting Agreement, dated January 18, 2017, between Aflac Incorporated and the several underwriters named therein, for whom Merril Lynch International, Mizuho International plc, Morgan Stanley & Co. International plc and
SMBC Nikko Securities America, Inc.are acting as representatives.
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