COLUMBUS, Ga., Sept. 14, 2011 /PRNewswire/ -- Aflac Incorporated
(NYSE: AFL) (the Company) announced today the pricing terms of its
previously announced private offer (the Exchange Offer) to exchange
its outstanding $850 million
aggregate principal amount of 8.5% senior notes due 2019 (CUSIP No.
001055AC6) (the Old Notes) for new senior notes due 2022 (the New
Notes), established as of 2:00 p.m.,
New York City time, on
September 14, 2011 in accordance with
the Company's offering memorandum dated August 31, 2011 (the Offering Memorandum) and the
related letter of transmittal.
The total exchange price for each $1,000 principal amount of the Old Notes validly
tendered (and not validly withdrawn) and accepted by the Company,
using a yield of 4.242%, will be $1,275.77 (the Total Exchange Price). The
Total Exchange Price will be paid in New Notes. A cash
payment will be paid for accrued and unpaid interest on the Old
Notes to, but not including, the early settlement date, which is
expected to be September 19, 2011, as
well as a cash payment for amounts due in lieu of fractional
amounts of New Notes. Eligible Holders (as defined below) of
Old Notes who validly tender their outstanding Old Notes after
5:00 p.m. New York City time on September, 14, 2011 (the
Early Participation Date), and that are accepted for exchange, will
receive for each $1,000 principal
amount of Old Notes tendered the Total Exchange Price less the
early exchange premium as specified in the Offering Memorandum.
The interest rate on the New Notes will be 4.742%. The
yield on the New Notes will be 4.742%, and the issue price of the
New Notes will be $1,000.00, which
has been determined by reference to the bid-side yield on the
designated benchmark security as of the pricing time, which was
1.992%.
The Exchange Offer will expire at 11:59
p.m., New York City time,
on September 28, 2011, unless
extended or earlier terminated by the Company. Tenders of Old
Notes in the Exchange Offer may be validly withdrawn at any time
prior to 5:00 p.m., New York City time, on September 14, 2011, subject to extension by the
Company, but not thereafter, except in certain limited
circumstances where additional withdrawal rights are required by
law.
The Exchange Offer is being conducted by the Company upon the
terms and subject to the conditions set forth in the Offering
Memorandum and related letter of transmittal. The Exchange
Offer is only extended, and copies of the offering documents will
only be made available, to any holder of the Old Notes that has
certified its status as (1) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act of 1933 (Securities
Act) or (2) a person who is not a "U.S. person" as defined in
Regulation S under the Securities Act (each, an Eligible
Holder).
The Exchange Offer is subject to certain conditions, including
the requirement that a minimum of $250
million aggregate principal amount of New Notes be issued in
exchange for Old Notes validly tendered and not validly withdrawn
prior to the Early Participation Date.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws. The Company will enter into
a registration rights agreement with respect to the New Notes.
Documents relating to the Exchange Offer will only be
distributed to holders of the Old Notes that complete and return a
letter of eligibility confirming that they are Eligible Holders.
Holders of the Old Notes that desire a copy of the
eligibility letter may contact Global Bondholder Services
Corporation, the information agent for the Exchange Offer, by
calling 866.795.2200 or at 212.430.3774 (banks and brokerage
firms).
This press release is not an offer to sell or a solicitation
of an offer to buy any security. The Exchange Offer is being made
solely by the Offering Memorandum and related letter of transmittal
and only to such persons and in such jurisdictions as is permitted
under applicable law.
FORWARD-LOOKING INFORMATION
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. 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 generally;
governmental actions for the purpose of stabilizing the financial
markets; defaults and downgrades in certain securities in our
investment portfolio; impairment of financial institutions; credit
and other risks associated with Aflac's investment in perpetual
securities; differing judgments applied to investment valuations;
subjective determinations of amount of impairments taken on our
investments; realization of unrealized losses; limited availability
of acceptable yen-denominated investments; concentration of our
investments in any particular sector or issuer; concentration of
business in Japan; ongoing changes
in our industry; exposure to significant financial and capital
markets risk; fluctuations in foreign currency exchange rates;
significant changes in investment yield rates; deviations in actual
experience from pricing and reserving assumptions; subsidiaries'
ability to pay dividends to the Parent Company; changes in law or
regulation by governmental authorities; ability to attract and
retain qualified sales associates and employees; ability to
continue to develop and implement improvements in information
technology systems; changes in U.S. and/or Japanese accounting
standards; decreases in our financial strength or debt ratings;
level and outcome of litigation; ability to effectively manage key
executive succession; catastrophic events including, but not
necessarily limited to, tornadoes, hurricanes, earthquakes,
tsunamis, and radiological disasters; and failure of internal
controls or corporate governance policies and procedures.
(Logo: http://photos.prnewswire.com/prnh/20100423/CL92305LOGO
)
Analyst and investor contact – Robin Y.
Wilkey, 706.596.3264 or 800.235.2667 FAX:
706.324.6330, or rwilkey@aflac.com
Media contact – Laura Kane,
706.596.3493, FAX: 706.320.2288, or lkane@aflac.com
SOURCE Aflac Incorporated