Aflac Incorporated (NYSE:AFL) Files An 8-K Entry into a Material Definitive Agreement

Aflac Incorporated (NYSE:AFL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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See the description regarding the Company’s issuance and sale of the Debentures contained in Item 1.01 above, which is incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1- Underwriting Agreement, dated October17, 2017, between Aflac Incorporated and Mizuho International plc, Morgan Stanley& Co. International plc and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule 1 thereto.
4.1- Second Supplemental Indenture, dated as of October23, 2017, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.108% Subordinated Debenture due 2047).
5.1- Opinion of Audrey Boone Tillman, Esq., Executive Vice President and General Counsel of the Company, regarding the validity of the Debentures.
5.2- Opinion of Skadden, Arps, Slate, Meagher& Flom LLP, regarding the validity of the Debentures.
8.1- Opinion of Skadden, Arps, Slate, Meagher& Flom LLP, special tax counsel to Aflac Incorporated, with respect to certain tax matters.
23.1- Consent of Audrey Boone Tillman, Esq. (included as part of Exhibit 5.1 hereto).
23.2- Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included as part of Exhibit 5.2 hereto).
23.3- Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included as part of Exhibit 8.1 hereto).

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EXHIBIT INDEX:

1.1- Underwriting Agreement, dated October17, 2017, between Aflac Incorporated and Mizuho International plc, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule 1 thereto.
4.1- Second Supplemental Indenture, dated as of October 23, 2017, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.108% Subordinated Debenture due 2047).
5.1- Opinion of Audrey Boone Tillman, Esq., Executive Vice President and General Counsel of the Company, regarding the validity of the Debentures.
5.2- Opinion of Skadden, Arps, Slate, Meagher& Flom LLP, regarding the validity of the Debentures.
8.1- Opinion of Skadden, Arps, Slate, Meagher& Flom LLP, special tax counsel to Aflac Incorporated, with respect to certain tax matters.
23.1- Consent of Audrey Boone Tillman, Esq. (included as part of Exhibit 5.1 hereto).
23.2- Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included as part of Exhibit 5.2 hereto).
23.3- Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included as part of Exhibit 8.1 hereto).

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AFLAC INC Exhibit
EX-1.1 2 d475449dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Aflac Incorporated ¥60,…
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About Aflac Incorporated (NYSE:AFL)

Aflac Incorporated is a business holding company. The Company engaged in is supplemental health and life insurance, which is marketed and administered through its subsidiary, American Family Life Assurance Company of Columbus (Aflac). Aflac’s insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac offers insurance policies in Japan and the United States that provide a layer of financial protection against income and asset loss. Aflac Japan sells voluntary supplemental insurance products, including cancer plans, general medical indemnity plans, medical/sickness riders, care plans, living benefit life plans, ordinary life insurance plans and annuities. Aflac U.S. sells supplemental insurance products, including products designed to protect individuals from depletion of assets, such as accident, cancer, critical illness/care, hospital intensive care, hospital indemnity, fixed-benefit dental, and vision care plans and loss-of-income products.

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