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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 10, 2017, Aetna Inc. (the “Company”)
is scheduled to complete its offering of $1,000,000,000 aggregate principal amount of its 3.875% senior notes due 2047 (the “Senior
Notes”), pursuant to a pricing agreement (the “Pricing Agreement”), dated as of August 7, 2017, among the Company
and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and Morgan Stanley
& Co. LLC, as representatives of the underwriters named in Schedule I thereto (together, the “Underwriters”). The
Pricing Agreement incorporates by reference the terms of an underwriting agreement (the “Underwriting Agreement”) of
the Company dated as of May 1, 2012.
The sale of the Senior Notes was registered
with the Securities and Exchange Commission (the “SEC”) in a Registration Statement on Form S-3 (File No. 333-200647)
(the “Registration Statement”). The Senior Notes were offered pursuant to a prospectus dated December 1, 2014 and a
prospectus supplement dated August 7, 2017, filed by the Company with the SEC, pursuant to Rule 424(b)(5) under the Securities
Act of 1933, as amended.
The Company intends to use the net proceeds
of this offering to repay a portion of its 1.5% senior notes due in November 2017 and its floating rate senior notes due in December
2017 and for general corporate purposes.
The Underwriting Agreement, which was filed
as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on May 4, 2012, and the Pricing Agreement, which is filed
as Exhibit 1.1 to this Current Report, are each incorporated by reference herein in response to this Item 1.01.
In connection with the issuance of the
Senior Notes, on August 10, 2017, a supplemental indenture of the Company was executed with U.S. Bank National Association, as
successor-in-interest to State Street Bank and Trust Company, as trustee (the “Trustee”), to establish and designate
the Senior Notes and the terms and characteristics of the Senior Notes (the “Supplemental Indenture”). The Supplemental
Indenture was executed pursuant to the Senior Indenture dated as of March 2, 2001 between the Company and the Trustee (the
“Base Indenture”). The Senior Notes will be issued pursuant to the Base Indenture, as supplemented by the Supplemental
Indenture.
The Supplemental Indenture, which is filed
as Exhibit 4.1 to this Current Report, and the Base Indenture, which was filed as Exhibit 4.2 to the Registration Statement filed
on December 1, 2014, are each incorporated by reference herein in response to this Item 1.01.