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), pursuant 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 pursuant to a prospectus dated December 1, 2014 and a prospectus supplement dated August 7, 2017, filed by the Company with the SEC, pursuant 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 Companys 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 pursuant to the Senior Indenture dated as of March2, 2001 between the Company and the Trustee (the Base Indenture). The Senior Notes will be issued pursuant 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 Item1.01.

Section8 Other Events

Item8.01

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

Item9.01

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)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 10, 2017

Aetna Inc.

By:

/s/ Sharon A. Virag

Name:

Sharon A. Virag

Title:

Vice President, Controller and Chief Accounting Officer

Exhibit Index

Exhibit

Number

Description

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)

makes a similar move, sign up!

Other recent filings from the company include the following:

VP of Aetna Inc. just declared 0 ownership of the company. - Nov. 8, 2017
BlackRock, Inc. files portfolio update - Nov. 7, 2017
On November - Nov. 1, 2017
Aetna Inc. Just Filed Its Quarterly Report: Debt and equity secu... - Oct. 31, 2017
- Aetna (Nyse: Aet) Announced - Oct. 31, 2017

Auto Refresh

Feedback