Press release from PR Newswire
Aflac Incorporated Announces Pricing Terms of Exchange Offer
Wednesday, September 14, 2011
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The total exchange price for each $1,000 principal amount of the Old Notes validly tendered (and not validly withdrawn) and accepted by the Company, using a yield of 4.242%, will be $1,275.77 (the Total Exchange Price).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 Tenders of Old Notes in the Exchange Offer may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on September 14, 2011, subject to extension by the Company, but not thereafter, except in certain limited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.
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.
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SOURCE Aflac Incorporated