Aetna Inc. (NYSE:AET) Files An 8-K Entry into a Material Definitive Agreement

Aetna Inc. (NYSE:AET) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 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”), 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 to a prospectus dated December 1, 2014 and a prospectus supplement dated August 7, 2017, filed by the Company with the SEC, 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 to the Senior Indenture dated as of March2, 2001 between the Company and the Trustee (the “Base Indenture”). The Senior Notes will be issued 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 December1, 2014, are each incorporated by reference herein in response to this Item 1.01.

Section8 – Other Events

A copy of the opinion of Davis Polk& Wardwell LLP, New York counsel to the Company, relating to the legality of the Senior Notes, is filed as Exhibit 5.1 to this Current Report. A copy of the opinion of Drinker Biddle& Reath LLP, special Pennsylvania counsel to the Company, as to certain matters governed by Pennsylvania law, is filed as Exhibit 5.2 to this Current Report.

Section9 – Financial Statements and Exhibits

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report:

1.1 Pricing Agreement among Aetna Inc. 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, dated August 7, 2017
4.1 Supplemental Indenture dated as of August 10, 2017 between Aetna Inc. and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company, as trustee, establishing and designating the Senior Notes
5.1 Opinion of Davis Polk & Wardwell LLP
5.2 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.2)


AETNA INC /PA/ Exhibit
EX-1.1 2 dp79365_ex0101.htm EXHIBIT 1.1 Exhibit 1.1   PRICING AGREEMENT   J.P. Morgan Securities LLC  Merrill Lynch,…
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About Aetna Inc. (NYSE:AET)

Aetna Inc. is a diversified healthcare benefits company. The Company operates through three segments: Health Care, Group Insurance and Large Case Pensions. The Health Care segment’s products and services consist of medical, pharmacy benefit management services, dental, behavioral health and vision plans offered on both an insured basis and an employer-funded, or administrative services contact, basis and emerging businesses products and services, such as accountable care solutions (ACS). The Group Insurance segment’s products consist of Life Insurance Products, Disability Insurance Products and Long-Term Care Insurance Products. The Large Case Pensions segment manages a range of retirement products, (including pension and annuity products) primarily for tax-qualified pension plans. Its customers include employer groups, individuals, college students, part-time and hourly workers, health plans, healthcare providers (providers), Government-sponsored plans, labor groups and expatriates.

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