Anthem, Inc. (“Anthem”) announced today the results of its
previously announced cash tender offer (the “Offer”) for any and
all of its outstanding 7.000% Notes due 2019 (the “Any and All
Notes”).
Holders of all of the Any and All Notes validly tendered (and
not validly withdrawn) at or prior to the Expiration Time (defined
below) and accepted for purchase were eligible to receive the total
consideration of $1,058.19 per $1,000 principal amount of the Any
and All Notes (the “Total Consideration”). In addition to the Total
Consideration, holders of the Any and All Notes accepted for
purchase received accrued and unpaid interest on the tendered Any
and All Notes from, and including, the last interest payment date
for such Any and All Notes to, but not including, the settlement
date for the Any and All Notes. The withdrawal deadline of 5:00
p.m., New York City time, on November 20, 2017 passed and was not
extended.
As of 5:00 p.m., New York City time, on November 20, 2017 (the
“Expiration Time”), $185,147,000 aggregate principal amount of the
Any and All Notes were validly tendered and not validly withdrawn
(the “Tendered Notes”), which amount includes $2,000 aggregate
principal amount of the Any and All Notes that remain subject to
guaranteed delivery procedures.
Anthem accepted for payment and purchased all of the Tendered
Notes on November 21, 2017.
The Offer is described in the Offer to Purchase dated November
14, 2017 and the related Letter of Transmittal dated November 14,
2017 (together, the “Offer Documents”). 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 acted as dealer
managers for the Offer. For additional information regarding the
terms of the 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 acted as the Tender Agent and
Information Agent for the Offer, at (212) 269-5550 (collect) or
(800) 884-4725 (toll-free).
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 WERE BEING MADE SOLELY
PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS
OF THE OFFER.
THE OFFER DOCUMENTS DID 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 WAS 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 WERE DEEMED TO HAVE BEEN MADE ON BEHALF OF THE OFFEROR BY
ANY OR ALL DEALER MANAGERS, IF ONE OR MORE OF THE DEALER MANAGERS
WERE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH
JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT
WERE 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/20171121006062/en/
Anthem, Inc.Investor RelationsWill Feest,
317-488-6057William.feest@anthem.comorMediaJill Becher,
414-234-1573Jill.becher@anthem.com
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