Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
28 February 2018 - 10:22PM
Edgar (US Regulatory)
Free Writing Prospectus Filed Pursuant to Rule 433
To Prospectus dated November 30, 2017
Preliminary Prospectus Supplement dated February 27, 2018
Registration Statement File
No. 333-221824
ANTHEM, INC.
Offering
of:
$1,250,000,000 4.101% Notes due 2028 (the 2028 Notes)
$850,000,000 4.550% Notes due 2048 (the 2048 Notes)
(the Offering)
Pricing Term Sheet dated
February 27, 2018
The
information in this pricing term sheet relates to the Offering and should be read together with the preliminary prospectus supplement dated February 27, 2018 (the Preliminary Prospectus Supplement), including the documents
incorporated by reference therein and the related base prospectus dated November 30, 2017, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement File
No. 333-221824).
Terms used but not defined herein, with respect to the Offering, have the meanings ascribed to them in the Preliminary Prospectus Supplement.
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Company
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Anthem, Inc., an Indiana corporation
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Ratings*
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Baa2 / A / BBB (Moodys / S&P / Fitch)
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Pricing Date
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February 27, 2018
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Trade Date
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February 27, 2018
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Settlement Date
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March 2, 2018 (T+3)
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Aggregate Principal Offering Amount
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$1,250,000,000 for the 2028 Notes
$850,000,000 for the 2048 Notes
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Maturity Date
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March 1, 2028 for the 2028 Notes
March 1, 2048 for the 2048 Notes
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Coupon (Interest Rate)
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4.101% for the 2028 Notes
4.550% for the 2048 Notes
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Price to Public (Issue Price)
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100% of the face amount for the 2028 Notes
99.659% of the face amount for the 2048 Notes
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Yield to Maturity
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4.101% for the 2028 Notes
4.571% for the 2048 Notes
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Spread to Benchmark Treasury
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T + 120 basis points for the 2028 Notes
T + 140 basis points for the 2048 Notes
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Benchmark Treasury
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2.750% due February 15, 2028 for the 2028 Notes
2.750% due November 15, 2047 for the 2048 Notes
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Benchmark Treasury Price / Yield
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98-22+
/ 2.901% for the 2028 Notes
91-30
/ 3.171% for the 2048 Notes
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Interest Payment Dates
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March 1 and September 1, commencing September 1, 2018 for the 2028 and 2048 Notes
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Optional Redemption Provisions
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For the 2028 Notes: On or after May 1, 2020 and prior to December 1, 2027 (the date that is three months prior to the maturity
date), make-whole call at Treasury rate plus 20 basis points; par call at any time on or after December 1, 2027
For the 2048 Notes: Prior to September 1, 2047 (the date that is six months prior to the maturity date), make-whole call at Treasury rate plus 25 basis
points; par call at any time on or after September 1, 2047
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Denomination
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$1,000 and integral multiples of $1,000 in excess thereof
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Day Count Convention
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30/360
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Payment Business Days
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New York
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CUSIP/ISIN Number
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036752 AG8 / US036752AG89 for the 2028 Notes
036752 AH6 / US036752AH62 for the 2048 Notes
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Joint Book-Running Managers
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Credit Suisse Securities (USA) LLC (
2028 Notes and 2048 Notes
)
Barclays Capital Inc. (
2028 Notes and 2048 Notes
)
Morgan Stanley Securities & Co. LLC (
2028 Notes and 2048 Notes
)
Mizuho
Securities USA LLC (
2028 Notes and 2048 Notes
)
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Senior
Co-Managers
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Citigroup Global Markets Inc. (
2028 Notes and 2048 Notes
)
Deutsche Bank Securities Inc. (
2028 Notes and 2048
Notes
)
Goldman Sachs & Co. LLC (
2028 Notes and 2048 Notes
)
Wells Fargo Securities, LLC (
2028 Notes and 2048 Notes
)
HSBC
Securities (USA) Inc. (
2048 Notes
)
SunTrust Robinson Humphrey, Inc. (
2048 Notes
)
U.S. Bancorp Investments, Inc. (
2048
Notes
)
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Junior
Co-Managers
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BNY Mellon Capital Markets, LLC (
2048 Notes
)
PNC Capital Markets LLC (
2048 Notes
)
RBC Capital Markets, LLC (
2048 Notes
)
SMBC Nikko Securities America, Inc. (
2048 Notes
)
The Huntington
Investment Company (
2048 Notes
)
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Selling Securityholders of the 2028 Notes
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Selling Securityholders
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Principal
Amount of
2028 Notes Beneficially Owned and
Offered
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Credit Suisse Securities (USA) LLC
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$287,500,000
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Barclays Capital Inc.
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250,000,000
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Morgan Stanley & Co. LLC
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250,000,000
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Mizuho Securities USA LLC
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137,500,000
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Citigroup Global Markets Inc.
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81,250,000
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Deutsche Bank Securities Inc.
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81,250,000
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Goldman Sachs & Co. LLC
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81,250,000
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Wells Fargo Securities, LLC
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81,250,000
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Total
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$1,250,000,000
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2
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time. It is expected that delivery of the notes will be made against payment thereof on or about March 2, 2018, which will be the third business day following the date of the pricing of the notes (such
settlement being referred to as T+3). Under Rule
15c6-1
under the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement arrangement at the time
of any such trade to prevent a failed settlement.
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates (File
No. 333-221824).
Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed
with the SEC for more complete information about the issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the
Offering will arrange to send you the base prospectus and the Preliminary Prospectus Supplement if you request them by calling Credit Suisse Securities (USA) LLC at
1-800-221-1037,
Barclays Capital Inc. at
1-888-603-5847
or Morgan Stanley
Securities & Co. LLC at
1-866-718-1649.
This communication should be read in conjunction with the Preliminary Prospectus Supplement and the accompanying base prospectus. The
information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying base prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying
base prospectus.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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