Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 09 2021 - 6:04AM
Edgar (US Regulatory)
Free Writing Prospectus Filed Pursuant to Rule 433
To Prospectus dated November 5, 2020
Preliminary Prospectus Supplement dated March 8, 2021
Registration Statement File No. 333-249877
ANTHEM, INC.
Offering
of:
$500,000,000 0.450% Notes due 2023 (the 2023 Notes)
$750,000,000 1.500% Notes due 2026 (the 2026 Notes)
$1,000,000,000 2.550% Notes due 2031 (the 2031 Notes)
$1,250,000,000 3.600% Notes due 2051 (the 2051 Notes)
Pricing Term Sheet dated
March 8, 2021
The
information in this pricing term sheet relates to the Offering and should be read together with the preliminary prospectus supplement dated March 8, 2021 (the Preliminary Prospectus Supplement), including the documents
incorporated by reference therein and the related base prospectus dated November 5, 2020, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement File
No. 333-249877). 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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March 8, 2021
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Trade Date
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March 8, 2021
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Settlement Date
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March 17, 2021 (T+7)
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Aggregate Principal Offering Amount
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$500,000,000 for the 2023 Notes
$750,000,000 for the 2026 Notes
$1,000,000,000 for the 2031 Notes
$1,250,000,000 for the 2051 Notes
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Maturity Date
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March 15, 2023 for the 2023 Notes
March 15, 2026 for the 2026 Notes
March 15, 2031 for the 2031 Notes
March 15, 2051 for the 2051 Notes
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Coupon (Interest Rate)
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0.450% for the 2023 Notes
1.500% for the 2026 Notes
2.550% for the 2031 Notes
3.600% for the 2051 Notes
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Price to Public (Issue Price)
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99.974% of the face amount for the 2023 Notes
99.737% of the face amount for the 2026 Notes
99.615% of the face amount for the 2031 Notes
99.636% of the face amount for the 2051 Notes
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Yield to Maturity
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0.463% for the 2023 Notes
1.555% for the 2026 Notes
2.594% for the 2031 Notes
3.620% for the 2051 Notes
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Spread to Benchmark Treasury
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T + 30 basis points for the 2023 Notes
T + 70 basis points for the 2026 Notes
T + 100 basis points for the 2031 Notes
T + 130 basis points for the 2051 Notes
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Benchmark Treasury
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0.125% due February 28, 2023 for the 2023 Notes
0.500% due February 28, 2026 for the 2026 Notes
1.125% due February 15, 2031 for the 2031 Notes
1.625% due November 15, 2050 for the 2051
Notes
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Benchmark Treasury Price / Yield
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99-29 5/8 / 0.163% for the 2023 Notes
98-08 3/4 / 0.855% for the 2026 Notes
95-22+ / 1.594% for the 2031 Notes
85-04+ / 2.320% for the 2051 Notes
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Interest Payment Dates
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March 15 and September 15, commencing September 15, 2021 for the 2023 Notes.
March 15 and September 15, commencing September 15, 2021 for the 2026 Notes.
March 15 and September 15, commencing September 15, 2021 for the 2031 Notes.
March 15 and September 15, commencing September 15, 2021 for the 2051 Notes.
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Optional Redemption Provisions
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For the 2023 Notes: Prior to March 15, 2023, make-whole call at Treasury rate plus 5 basis points.
For the 2026 Notes: Prior to February 15, 2026 (the date that is one month prior to the maturity date), make-whole call at Treasury rate plus 15 basis points;
par call at any time on or after February 15, 2026.
For the 2031 Notes: Prior to December 15, 2030 (the date that is three months prior to the maturity
date), make-whole call at Treasury rate plus 15 basis points; par call at any time on or after December 15, 2030.
For the 2051 Notes: Prior to
September 15, 2050 (the date that is six months prior to the maturity date), make-whole call at Treasury rate plus 20 basis points; par call at any time on or after September 15, 2050.
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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 AQ6 / US036752AQ61 for the 2023 Notes
036752 AR4 / US036752AR45 for the 2026 Notes
036752 AP8 / US036752AP88 for the 2031 Notes
036752 AS2 / US036752AS28 for the 2051 Notes
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Joint Book-Running Managers
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Citigroup Global Markets Inc.
Barclays Capital Inc.
J.P. Morgan Securities LLC
Credit Suisse Securities (USA) LLC
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
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Senior Co-Managers
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BofA Securities, Inc.
Deutsche Bank Securities Inc.
Mizuho Securities USA LLC
Truist Securities, Inc.
UBS Securities LLC
U.S. Bancorp Investments, Inc.
Wells Fargo Securities,
LLC
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2
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Junior Co-Managers
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Fifth Third Securities, Inc.
PNC Capital Markets LLC
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*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 17, 2021, which will be the seventh business day following the date of the pricing of the notes (such settlement being referred to as T+7). 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 hereof or the next succeeding four
business days will be required, by virtue of the fact that the notes will initially settle in T+7, 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. 333-249877). 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 Citigroup Global Markets Inc. at 1-800-831-9146, Barclays
Capital Inc. at 1-888-603-5847 or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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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