Anthem Launches Cash Tender Offers for Certain Outstanding Debt Securities
- an offer to purchase for cash any and all of its outstanding 7.000% Notes due 2019 (the “Any and All Notes”) (such offer, the “Any and All Offer”), and
- an offer to purchase for cash up to
$600 million aggregate principal amount (the “Maximum Purchase Amount”) of its outstanding 6.375% Notes due 2037, 5.950% Notes due 2034, 5.850% Notes due 2036, 5.800% Notes due 2040 and 5.100% Notes due 2044 (the “Maximum Tender Offer Notes”) (such offer, the “Maximum Tender Offer”); provided, that the purchase of Maximum Tender Offer Notes with an Acceptance Priority Level (defined below) of 3 will be subject to an aggregate purchase sublimit of$200 million of aggregate principal amount. 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 at or prior to the Early Tender Time (defined below) will be accepted before any validly tendered Maximum Tender Offer Notes with a lower Acceptance Priority Level are accepted. Maximum Tender Offer Notes validly tendered at or prior to the Early Tender Time will be accepted before any Maximum Tender Offer Notes validly tendered following the Early Tender Time, regardless of Acceptance Priority Level.
The tables below set forth, among other things, the CUSIP numbers, principal amount outstanding and hypothetical cash consideration offered with respect to the Any and All Notes and the Maximum Tender Offer Notes.
Any and All Notes |
||||||||||||||||||
Title of |
CUSIP |
Principal |
|
Bloomberg |
Fixed |
Hypothetical |
||||||||||||
7.000% Notes due 2019 | 94973VAR8 | |
0.75% U.S.T. due |
FIT4 | 50 bps | |
Maximum Tender Offer Notes |
|||||||||||||||||||||||||||
Title of |
CUSIP |
Principal |
Acceptance |
Maximum |
|
Bloomberg |
Fixed |
Early |
Hypothetical |
||||||||||||||||||
6.375% Notes due 2037 | 94973VAN7 | |
1 | N/A | 2.750% U.S.T. due |
FIT1 | 105 bps | |
|
||||||||||||||||||
5.950% Notes due 2034 | 94973VAH0
and 94973VAD9 |
|
2 | N/A | 2.750% U.S.T. due |
FIT1 | 100 bps | |
|
||||||||||||||||||
5.850% Notes due 2036 | 94973VAL1 | |
2 | N/A | 2.750% U.S.T. due |
FIT1 | 105 bps | |
|
||||||||||||||||||
5.800% Notes due 2040 | 94973VAT4 | |
2 | N/A | 2.750% U.S.T. due |
FIT1 | 115 bps | |
|
||||||||||||||||||
5.100% Notes due 2044 | 94973VBF3 | |
3 | |
2.750% U.S.T. due |
FIT1 | 120 bps | |
|
(1) | Per |
||
(2) | Hypothetical Total Consideration calculated on the basis of pricing for the applicable |
||
(3) | The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender Time and accepted for purchase is calculated using the applicable Fixed Spread (as defined in the Offer to Purchase) and is inclusive of the Early Tender Payment. | ||
The terms and conditions of the Offers 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 and the form of notice of guaranteed delivery are available at www.dfking.com/antm.
The Any and All Offer will expire at
Acceptance of Maximum Tender Offer Notes with respect to the Maximum Tender Offer is subject to proration if the Maximum Tender Offer is oversubscribed. If any Maximum Tender Offer Notes are purchased in the Maximum Tender Offer, the Maximum Tender Offer Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Maximum Tender Offer Notes tendered in the Maximum Tender Offer after the Early Tender Time. Accordingly, if the Maximum Purchase Amount is reached in respect of tenders made at or prior to the Early Tender Time, no Maximum Tender Offer Notes that are tendered after the Early Tender Time will be accepted for purchase. Series of Maximum Tender Offer Notes of the same Acceptance Priority Level will be treated equally (as though they are a single series) for purposes of acceptance and proration.
The “Any and All Settlement Date” is the date that the Company accepts the Any and All Notes validly tendered at or prior to the Any and All Expiration Time, provided that all conditions to the Any and All Offer have been satisfied or waived by the Company, and the Company expects such date to be one business day following the Any and All Expiration Time.
Provided that all conditions to the Maximum Tender Offer have been satisfied or waived by
Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.
BofA Merrill Lynch and Deutsche Bank Securities are acting as dealer managers for the Offers. For additional information regarding the terms of the Offers, 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 Offers, at (800) 884-4725 (toll-free) or (212) 269-5550 (collect) or email [email protected].
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFERS TO PURCHASE ARE BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFERS 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
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.
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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
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