8-KOther EventsExhibits & Filings

AFLAC INC 8-K Report, Corporate Update (Sep 14, 2022)

Filed September 14, 2022For Securities:AFL

Summary

Aflac Incorporated (AFL) announced on September 14, 2022, the issuance of ¥93 billion in aggregate principal amount of senior notes across four tranches with varying maturity dates and interest rates, ranging from 1.075% due 2029 to 2.144% due 2052. This debt offering was conducted through a public offering under the company's existing registration statement. The primary purpose of this issuance is to refinance existing debt, specifically targeting the redemption of Aflac's 3.625% Senior Notes due 2024 and 3.25% Senior Notes due 2025. The company intends to use the net proceeds from the new note issuance, along with available cash and borrowings from its senior term loan facility, to cover the redemption costs. Any excess proceeds will be allocated for general corporate purposes. The Notes are unsecured and rank equally with existing and future senior unsecured indebtedness.

Key Highlights

  • 1Aflac Incorporated issued ¥93.4 billion (approximately $670 million based on historical exchange rates) in new senior notes in a public offering.
  • 2The new debt comprises four tranches: ¥33.4B (1.075% due 2029), ¥21.1B (1.320% due 2032), ¥6.5B (1.594% due 2037), and ¥12B (2.144% due 2052).
  • 3The issuance is primarily aimed at refinancing and redeeming Aflac's outstanding 3.625% Senior Notes due 2024 and 3.25% Senior Notes due 2025.
  • 4The company plans to use proceeds, cash on hand, and term loan borrowings to fund the redemption of the older, higher-coupon debt.
  • 5The new Notes are unsecured and will rank equally with Aflac's other senior unsecured debt.
  • 6The offering was underwritten by major financial institutions including Mizuho Securities USA LLC, Morgan Stanley & Co. International plc, and SMBC Nikko Securities America, Inc.

Frequently Asked Questions

Aflac is issuing these new senior notes primarily to refinance its existing debt. Specifically, the company intends to use the proceeds to redeem its higher-interest rate senior notes that are due in 2024 (3.625%) and 2025 (3.25%). This move aims to reduce the company's overall interest expense and manage its debt maturity profile.

The total aggregate principal amount of the new notes issued is ¥93.4 billion. This is broken down into: ¥33.4 billion of 1.075% Senior Notes due 2029, ¥21.1 billion of 1.320% Senior Notes due 2032, ¥6.5 billion of 1.594% Senior Notes due 2037, and ¥12.0 billion of 2.144% Senior Notes due 2052.

The net proceeds from the issuance will be used, along with cash on hand and borrowings from the company's senior term loan facility, to fund the redemption of the 3.625% Senior Notes due 2024 and the 3.25% Senior Notes due 2025. If there are any excess proceeds after covering the redemption costs, they will be used for general corporate purposes.

The new Notes are general unsecured obligations of Aflac Incorporated. They rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness. They are not secured by any specific assets.