| ITEM 1.01 | Entry into a Material Definitive Agreement |
On October 31, 2018, Aflac Incorporated (the “Company”) issued $550,000,000 million aggregate principal amount of its 4.750% Senior Notes due 2049 (the “Notes”). The Notes were offered by the Company in a public offering pursuant to the Company’s Registration Statement onForm S-3 (No. 333-227244) (the “Registration Statement”), prospectus dated September 7, 2018, and related prospectus supplement dated October 29, 2018. The Company intends to use the net proceeds from this offering to fund all or a portion of the redemption price of its 2.400% Senior Notes due 2020, of which $550,000,000 principal amount is outstanding. The Company intends to use proceeds in excess of such redemption price, if any, for general corporate purposes.
The Company entered into an underwriting agreement, dated October 29, 2018 (the “Underwriting Agreement”), with Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (together, the “Underwriters”), related to the offering, issuance and sale of the Notes. The Underwriting Agreement contains customary terms, conditions, representations and warranties and indemnification provisions.
The Notes bear interest at the rate of 4.750% per annum and mature on January 15, 2049. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2019. The Notes will be redeemable, at the sole option of the Company, in whole at any time or in part from time to time at a redemption price as described below. The redemption price for the Notes, at any time prior to July 15, 2048 (a “Par Call Date”) will be equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and (ii) an amount equal to the sum of the present values of the remaining scheduled payments for principal of and interest on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date, not including any portion of the payments of interest accrued as of such redemption date, discounted to such redemption date; plus, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but excluding, such redemption date. On or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. The Notes are general unsecured obligations and rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness.
The Notes were issued under an indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by an eighteenth supplemental indenture, dated as of October 31, 2018 (the “Eighteenth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Indenture for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.
