UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported):
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March
27, 2008
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Aetna
Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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1-16095
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23-2229683
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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151
Farmington Avenue, Hartford, CT
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06156
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(860)
273-0123
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Former
name or former address, if changed since last report:
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Not
applicable
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 – Registrant’s Business and Operations
On March
27, 2008, Aetna Inc. (“Aetna”) entered into an amended and restated unsecured
$1.5 billion, five-year revolving credit agreement (the “New Credit Agreement”)
with JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent, and the 21
lender parties thereto led by JPMCB, Bank of America, N.A., and Citibank
N.A. The New Credit Agreement amends, restates and supersedes Aetna’s
$1.0 billion five-year revolving credit agreement, dated as of January 20, 2006
(as previously amended and extended), among Aetna, JPMCB, as administrative
agent, and the 20 lender parties thereto (the “Prior Credit
Agreement”). The Prior Credit Agreement was Exhibit 99.1 to Aetna’s
Form 8-K filed on January 23, 2006 and was scheduled to expire on January 20,
2012.
The New
Credit Agreement is summarized in Item 2.03 of this report, which is
incorporated by reference into this Item 1.01.
The
administrative agent and certain of the lender parties to the New Credit
Agreement perform normal banking, investment banking and/or advisory services
for Aetna and its affiliates from time to time for which they have received
customary fees and expenses.
A copy of
the New Credit Agreement is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
Section
2 – Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The New
Credit Agreement provides for the granting of revolving loans and the issuance
of letters of credit at Aetna’s request, up to a maximum aggregate amount
outstanding of $1.5 billion. Aetna has the option to expand the
lenders’ aggregate commitments under the New Credit Agreement to a maximum of
$2.0 billion, subject to certain conditions precedent. The maximum
aggregate amount of outstanding letters of credit under the New Credit Agreement
is limited to $200 million. Outstanding letters of credit count as
usage of the available commitments under the New Credit Agreement.
The New
Credit Agreement expires March 27, 2013; however that expiration date may be
extended by one year on each March 27 for the commitments under the New Credit
Agreement represented by lenders consenting to such extension, subject to
certain conditions precedent. Various interest rate options are
available under the New Credit Agreement. Any revolving borrowings
mature on the termination date of the New Credit Agreement. Aetna
pays facility fees on the lenders’ aggregate commitments under the facility
ranging from 0.045% to 0.175% per annum, depending on Aetna’s long-term senior
unsecured debt rating. The facility fee at March 27, 2008 is at an
annual rate of 0.06%.
The New
Credit Agreement contains customary representations, warranties and covenants,
including a financial covenant, for a transaction of this type. Under
the terms of the New Credit Agreement, Aetna is required to maintain its ratio
of total debt to adjusted consolidated capitalization as of the end of each
fiscal quarter ending on or after December 31, 2007 at or below 0.50 to
1.00. For this purpose, adjusted consolidated capitalization means
the sum of Aetna’s consolidated shareholders’ equity, excluding any adjustment
recorded to reflect the overfunded or underfunded status of Aetna’s defined
benefit pension and other postretirement plans in accordance with Statement of
Financial Accounting Standards No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106 and 132(R),” and any net unrealized capital gains and
losses, plus total debt.
The New
Credit Agreement also contains customary events of default, including a cross
default provision and a change of control provision. If an event of
default occurs that is not otherwise waived or cured, lenders holding a
specified percentage of the commitments or outstanding loans may terminate the
obligations of the lenders to make loans under the New Credit Agreement and the
obligations of the issuing banks to issue letters of credit and/or may declare
the loans outstanding under the New Credit Agreement to be due and
payable. Such termination and acceleration will occur automatically
in the event of a bankruptcy default.
The
foregoing summary of the New Credit Agreement is not complete and is qualified
in its entirety by reference to the New Credit Agreement, a copy of which is
filed as Exhibit 99.1 to this report and is incorporated herein by
reference. You are encouraged to read the New Credit
Agreement.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
99.1 $1,500,000,000
Amended and Restated Five-Year Credit Agreement Dated as of March 27,
2008.
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.
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Aetna
Inc.
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Date: April
1, 2008
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By:
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/s/
Ronald M. Olejniczak
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Name: Ronald M.
Olejniczak
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Title: Vice President and
Controller
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Exhibit
Number
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Description
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Exhibit
99.1
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$1,500,000,000
Amended and Restated Five-Year Credit Agreement Dated as of March 27,
2008.
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