Anthem, Inc. (“Anthem”) announced today the pricing of its
previously announced cash tender offer for up to $836.347 million
aggregate principal amount (as previously increased, the “Maximum
Purchase Amount”) of its outstanding notes listed in the table
below (the “Maximum Tender Offer Notes”) (such offer, the “Maximum
Tender Offer”).
The terms and conditions of the Maximum Tender Offer are
described in the offer to purchase dated November 14, 2017 (the
“Offer to Purchase”) and the related letter of transmittal (the
“Letter of Transmittal” and, together with the Offer to Purchase,
the “Offer Documents”). The results of the Maximum Tender Offer,
including information about what Maximum Tender Offer Notes were
accepted by Anthem, were announced by Anthem earlier today.
The Total Consideration (as defined in the Offer Documents) for
each $1,000 principal amount of each series of Maximum Tender Offer
Notes accepted for purchase in the Maximum Tender Offer was
determined in the manner described in the Offer Documents by
reference to the applicable Fixed Spread plus the yield to maturity
of the U.S. Treasury Reference Security set forth in the table
below, based on the bid-side price of the applicable U.S. Treasury
Reference Security measured as of 2:00 p.m., New York City time, on
November 29, 2017 (the “Maximum Tender Price Determination
Date”).
Holders of Maximum Tender Offer Notes accepted for purchase are
eligible to receive the applicable Total Consideration specified in
the table below, which includes the Early Tender Payment set forth
in the table below. In addition, all holders of Maximum Tender
Offer Notes accepted for purchase will receive accrued and unpaid
interest on their purchased Maximum Tender Offer Notes from and
including the last interest payment date to, but excluding, the
settlement date.
The table below sets forth, among other things, the Total
Consideration for each series of Maximum Tender Offer Notes as
determined on the Maximum Tender Price Determination Date.
Title of Notes CUSIP Number(s)
U.S. Treasury Reference Security
U.S. Treasury Reference Security Yield to Maturity
Bloomberg Reference Page
Fixed Spread
Early Tender Payment (1)(2)
Total Consideration(1)(2) 6.375% Notes due 2037
94973VAN7 2.750% U.S.T. due August 15,
2047 2.831% FIT1 105 bps
$30 $1,339.39 5.950% Notes due 2034
94973VAH0
and
94973VAD9
2.750% U.S.T. due August 15, 2047 2.831% FIT1 100 bps $30 $1,263.39
5.850% Notes due 2036 94973VAL1 2.750% U.S.T. due August 15, 2047
2.831% FIT1 105 bps $30 $1,254.52 5.800% Notes due 2040 94973VAT4
2.750% U.S.T. due August 15, 2047 2.831% FIT1 115 bps $30 $1,270.18
5.100% Notes due 2044(3) 94973VBF3 2.750% U.S.T. due August 15,
2047 2.831% FIT1 120 bps $30 $1,171.66 (1) Per $1,000
principal amount. (2) The Total Consideration for Maximum Tender
Offer Notes is inclusive of the Early Tender Payment. (3) As
previously announced, because the aggregate principal amount of the
Maximum Tender Offer Notes tendered with an Acceptance Priority
Level (as defined in the Offer Documents) of “1” or “2” equals the
Maximum Purchase Amount, none of the tendered 5.100% Notes due
2044, which have an Acceptance Priority Level of “3,” will be
accepted for purchase.
Copies of the Offer Documents are available at
www.dfking.com/antm. Capitalized terms used in this press release
and not defined herein have the meanings given to them in the Offer
Documents.
BofA Merrill Lynch and Deutsche Bank Securities are acting as
dealer managers for the Maximum Tender Offer. For additional
information regarding the terms of the Maximum Tender Offer, please
contact: BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980)
387-3907 (collect) or Deutsche Bank Securities at (866) 627-0391
(toll-free) or (212) 250-2955 (collect). Requests for the Offer
Documents may be directed to D.F. King & Co., Inc., which is
acting as the Tender Agent and Information Agent for the Maximum
Tender Offer, at (800) 884-4725 (toll-free) or (212) 269-5550
(collect) or email antm@dfking.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER TO PURCHASE
IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET
FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES
SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION
TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY
PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY
JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE MAXIMUM TENDER OFFER TO BE MADE BY A LICENSED BROKER OR
DEALER, THE MAXIMUM TENDER OFFER WILL BE DEEMED TO BE MADE ON
BEHALF OF THE OFFEROR BY ANY OR ALL DEALER MANAGERS, IF ONE OR MORE
OF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE
LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR
DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NEITHER THIS PRESS RELEASE NOR THE OFFER DOCUMENTS CONSTITUTE AN
OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE WITH RESPECT
TO ANY DEBT SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES
IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
PURCHASE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
About Anthem
Anthem is working to transform health care with trusted and
caring solutions. Our health plan companies deliver quality
products and services that give their members access to the care
they need. With over 73 million people served by its affiliated
companies, including more than 40 million within its family of
health plans, Anthem is one of the nation’s leading health benefits
companies. For more information about Anthem’s family of companies,
please visit www.antheminc.com/companies.
Forward-Looking Statements
This document contains certain forward-looking information about
us that is intended to be covered by the safe harbor for
“forward-looking statements” provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
generally not historical facts. Words such as “expect,” “feel,”
“believe,” “will,” “may,” “should,” “anticipate,” “intend,”
“estimate,” “project,” “forecast,” “plan” and similar expressions
are intended to identify forward-looking statements. These
statements include, but are not limited to: financial projections
and estimates and their underlying assumptions; statements
regarding plans, objectives and expectations with respect to future
operations, products and services; and statements regarding future
performance. Such statements are subject to certain risks and
uncertainties, many of which are difficult to predict and generally
beyond our control, that could cause actual results to differ
materially from those expressed in, or implied or projected by, the
forward-looking statements. These risks and uncertainties include:
those discussed and identified in our public filings with the U.S.
Securities and Exchange Commission, or SEC; increased government
participation in, or regulation or taxation of health benefits and
managed care operations, including, but not limited to, the impact
of the Patient Protection and Affordable Care Act and the Health
Care and Education Reconciliation Act of 2010, or Health Care
Reform, and the impact of any future modification, repeal or
replacement of Health Care Reform; trends in health care costs and
utilization rates; our ability to secure sufficient premium rates
including regulatory approval for and implementation of such rates;
our participation in federal and state health insurance exchanges
under Health Care Reform, which have experienced and continue to
experience challenges due to implementation of Health Care Reform,
and which entail uncertainties associated with the mix and volume
of business, particularly in our Individual and Small Group
markets, that could negatively impact the adequacy of our premium
rates and which may not be sufficiently offset by the risk
apportionment provisions of Health Care Reform; the ultimate
outcome of litigation between Cigna Corporation (“Cigna”) and us
related to the merger agreement between the parties, including our
claim for damages against Cigna, Cigna’s claim for payment of a
termination fee and other damages against us, and the potential for
such litigation to cause us to incur substantial costs, materially
distract management and negatively impact our reputation and
financial positions; our ability to contract with providers on
cost-effective and competitive terms; competitor pricing below
market trends of increasing costs; reduced enrollment, as well as a
negative change in our health care product mix; risks and
uncertainties regarding Medicare and Medicaid programs, including
those related to non-compliance with the complex regulations
imposed thereon and funding risks with respect to revenue received
from participation therein; a downgrade in our financial strength
ratings; increases in costs and other liabilities associated with
increased litigation, government investigations, audits or reviews;
medical malpractice or professional liability claims or other risks
related to health care services provided by our subsidiaries; our
ability to repurchase shares of our common stock and pay dividends
on our common stock due to the adequacy of our cash flow and
earnings and other considerations; non-compliance by any party with
the Express Scripts, Inc. pharmacy benefit management services
agreement, which could result in financial penalties; our inability
to meet customer demands, and sanctions imposed by governmental
entities, including the Centers for Medicare and Medicaid Services;
events that result in negative publicity for us or the health
benefits industry; failure to effectively maintain and modernize
our information systems; events that may negatively affect our
licenses with the Blue Cross and Blue Shield Association; state
guaranty fund assessments for insolvent insurers; possible
impairment of the value of our intangible assets if future results
do not adequately support goodwill and other intangible assets;
intense competition to attract and retain employees; unauthorized
disclosure of member or employee sensitive or confidential
information, including the impact and outcome of investigations,
inquiries, claims and litigation related to the cyber attack we
reported in February 2015; changes in economic and market
conditions, as well as regulations that may negatively affect our
investment portfolios and liquidity; possible restrictions in the
payment of dividends by our subsidiaries and increases in required
minimum levels of capital and the potential negative effect from
our substantial amount of outstanding indebtedness; general risks
associated with mergers, acquisitions and strategic alliances;
various laws and provisions in our governing documents that may
prevent or discourage takeovers and business combinations; future
public health epidemics and catastrophes; and general economic
downturns. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date
hereof. We do not undertake to update or revise any forward-looking
statements, except as required by applicable securities laws.
Investors are also advised to carefully review and consider the
various risks and other disclosures discussed in our SEC
reports.
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version on businesswire.com: http://www.businesswire.com/news/home/20171129006214/en/
Anthem, Inc.Investor RelationsWill Feest,
317-488-6057William.feest@anthem.comorMediaJill Becher,
414-234-1573Jill.becher@anthem.com
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