Anthem, Inc. (“Anthem”) announced today the results of its
previously announced cash tender offer for up to $600 million
aggregate principal amount of its Maximum Tender Offer Notes
(defined below). The Maximum Tender Offer (defined below) is
comprised of an offer to purchase for cash up to $600 million
aggregate principal amount (the “Maximum Purchase Amount”), subject
to increase, of its outstanding notes listed in the table below
(the “Maximum Tender Offer Notes”) (such offer, the “Maximum Tender
Offer”). In addition, Anthem announced that it raised the Maximum
Purchase Amount from $600 million to $836.347 million pursuant to
Anthem’s reservation of authority in the Offer Documents (as
defined below).
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”). Maximum Tender Offer Notes validly tendered
with a higher acceptance priority level (as set forth in the table
below) (each, an “Acceptance Priority Level” with “1” being the
highest Acceptance Priority Level and “3” being the lowest) validly
tendered will be accepted before any validly tendered Maximum
Tender Offer Notes with a lower Acceptance Priority Level are
accepted.
As of 5:00 p.m., New York City time, on November 28, 2017 (the
“Early Tender Time”), Anthem had received tenders for the aggregate
principal amount of each series of Maximum Tender Offer Notes set
forth in the table below, which were validly tendered and not
properly withdrawn on or prior to the Early Tender Time. The
aggregate principal amount of Maximum Tender Offer Notes tendered
exceeds the Maximum Purchase Amount and the aggregate principal
amount of Maximum Tender Offer Notes tendered with an Acceptance
Priority Level of “1” or “2” equals the Maximum Purchase Amount. As
a result, all Maximum Tender Offer Notes validly tendered and not
properly withdrawn at or prior to the Early Tender Time with an
Acceptance Priority Level of “1” or “2” will be accepted for
purchase.
The following table sets forth certain information regarding the
Maximum Tender Offer, including the aggregate principal amount of
each series of Maximum Tender Offer Notes that were validly
tendered and not properly withdrawn on or prior to the Early Tender
Time.
Aggregate
Aggregate Principal Principal Principal
Acceptance Amount Amount Amount
CUSIP Priority Outstanding Tendered
Accepted Title of Notes Number(s)
Level (millions)
(millions) (millions) 6.375% Notes due 2037
94973VAN7 1 $646.633 $276.614 $276.614 5.950% Notes due 2034
94973VAH0
and
94973VAD9
2 $448.294 $111.728 $111.728 5.850% Notes due 2036 94973VAL1 2
$775.456 $376.269 $376.269 5.800% Notes due 2040 94973VAT4 2
$197.507 $71.736 $71.736 5.100% Notes due 2044 94973VBF3 3 $600.000
$484.991 $0.000
Because the aggregate principal amount of the Maximum Tender
Offer Notes tendered and accepted for purchase as of the Early
Tender Time equals the Maximum Purchase Amount, Anthem will not
accept for purchase any Maximum Tender Offer Notes tendered after
the Early Tender Time. Furthermore, the withdrawal deadline of 5:00
p.m., New York City time, on November 28, 2017 has passed and will
not be extended, and, accordingly, Maximum Tender Offer Notes
validly tendered in the Maximum Tender Offer may no longer be
withdrawn.
The Total Consideration (as defined in the Offer to Purchase)
for each series of Maximum Tender Offer Notes will be determined at
2:00 p.m., New York City time, on November 29, 2017, and will
subsequently be announced via press release.
Anthem expects to settle all Maximum Tender Offer Notes shown as
accepted in the table above on November 30, 2017 (subject to change
without notice). All Maximum Tender Offer Notes not accepted by
Anthem will be rejected and returned to Holders.
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/20171129005669/en/
Anthem, Inc.Investor RelationsWill Feest,
317-488-6057William.feest@anthem.comorMediaJill Becher,
414-234-1573Jill.becher@anthem.com
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