Anthem, Inc. (“Anthem”) announced today the pricing of its
previously announced cash tender offer (the “Any and All Notes
Offer”) for any and all of its outstanding 7.000% Notes due 2019
(the “Any and All Notes”).
The terms and conditions of the Any and All Notes 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”). 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.
The Total Consideration (as defined in the Offer to Purchase)
for each $1,000 principal amount of Any and All Notes validly
tendered and accepted for purchase pursuant to the Any and All
Notes Offer was determined in the manner described in the Offer to
Purchase by reference to the Fixed Spread set forth in the table
below 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 U.S. Treasury Reference Security as measured as of 2:00
p.m., New York City time, on November 20, 2017 (the “Any and All
Price Determination Date”).
The table below sets forth, among other things, the Fixed
Spread, U.S. Treasury Reference Security and Total Consideration
for the Any and All Notes as determined on the Any and All Price
Determination Date.
U.S.
Treasury Bloomberg
Reference Title of Reference Reference
Treasury Fixed Total Notes
Security
Page Yield
Spread
Consideration(1)
7.000% Notes due2019
0.75% U.S.T.due February15, 2019
FIT4 1.688% 50 bps $1,058.19
(1) Per $1,000 principal amount.
In addition to the Total Consideration, holders of the Any and
All Notes whose Any and All Notes are accepted for purchase will
also be paid accrued interest, which is the accrued and unpaid
interest with respect to their tendered Any and All Notes from, and
including, the last interest payment date for such Any and All
Notes to, but not including, the Any and All Settlement Date
(defined below), rounded to the nearest cent. Accrued interest will
be payable on the Any and All Settlement Date.
The Any and All Notes Offer will expire at 5:00 p.m., New York
City time, on November 20, 2017, unless extended or earlier
terminated (the “Any and All Expiration Time”). Anthem expressly
reserves its right to extend the Any and All Notes Offer at any
time and may amend or terminate such Offer if, before such time as
any Any and All Notes have been accepted for payment pursuant to
the Any and All Notes Offer, any condition of such Offer is not
satisfied or, where applicable, waived by Anthem.
Anthem expects to settle the Any and All Notes one business day
following the Any and All Expiration Time (the “Any and All
Settlement Date”). Assuming the Any and All Notes Offer is not
extended and all conditions of such Offer have been satisfied or,
where applicable, waived by Anthem, Anthem expects that the Any and
All Settlement Date for the Any and All Notes Offer will be
November 21, 2017.
BofA Merrill Lynch and Deutsche Bank Securities are acting
as dealer managers for the Any and All Notes Offer. For additional
information regarding the terms of the Any and All Notes 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 Any and
All Notes 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 THE ANY AND ALL NOTES. THE
OFFERS TO PURCHASE THE ANY AND ALL NOTES ARE BEING MADE SOLELY
PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS
OF THE OFFERS THAT HOLDERS OF THE ANY AND ALL NOTES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION
TO PURCHASE THE ANY AND ALL 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 OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFERS 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/20171120006128/en/
Anthem, Inc.Investor RelationsWill Feest,
317-488-6057William.feest@anthem.comorMediaJill Becher,
414-234-1573Jill.becher@anthem.com
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