Item 8.01 Other Events.
The Notes Offering
On March 17, 2021, Anthem, Inc. (the "Company") closed its sale of $500 million
aggregate principal amount of its 0.450% Notes due 2023 (the "2023 Notes"),
$750 million aggregate principal amount of its 1.500% Notes due 2026 (the "2026
Notes"), $1,000 million aggregate principal amount of its 2.550% Notes due 2031
(the "2031 Notes") and $1,250 million aggregate principal amount of its 3.600%
Notes due 2051 (the "2051 Notes" and, together with the 2023 Notes, the 2026
Notes and the 2031 Notes, the "Notes") pursuant to an Underwriting Agreement,
dated March 8, 2021 (the "Underwriting Agreement"), among the Company and
Citigroup Global Markets Inc., Barclays Capital Inc. and J.P. Morgan Securities
LLC, as representatives of the several underwriters named on Exhibit A thereto
(the "Underwriters"). The Notes have been registered under the Securities Act of
1933, as amended (the "Act") pursuant to a registration statement on Form S-3
(File No. 333-249877) previously filed with the Securities and Exchange
Commission under the Act.
The Company received proceeds of approximately $3,461.9 million from the sale of
the Notes after deducting underwriting discounts and its offering expenses. The
Company intends to use the net proceeds for working capital and for general
corporate purposes, including, but not limited to, the funding of acquisitions,
repayment of short-term and long-term debt, and the repurchase of its common
stock pursuant to its share repurchase program. The Indenture (as defined below)
does not prohibit or limit the incurrence of indebtedness and other liabilities
by the Company or its subsidiaries.
The Notes have been issued pursuant to an Indenture, dated as of November 21,
2017 (the "Indenture"), between the Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (the "Trustee"). Interest on the Notes is
payable semi-annually in arrears on March 15 and September 15 of each year,
commencing September 15, 2021. Each interest payment on the Notes will be made
to the persons who are registered holders of such Notes at the close of business
on the immediately preceding March 1 or September 1 (whether or not a Business
Day), as applicable. Interest, in each case, will be computed on the basis of a
360-day year of twelve 30-day months.
The Notes may be declared immediately due and payable by the Trustee or the
holders of 25% of the principal amount of the Notes of the affected series if an
event of default occurs under the Indenture and has not been cured. An event of
default generally means that the Company (1) fails to pay the principal or any
premium on a Note on its due date, (2) does not pay interest on a Note within 30
days of its due date, (3) remains in breach of any other term of the Indenture
for 90 days after its receipt of written notice of such failure or (4) files for
bankruptcy or certain other events in bankruptcy, insolvency or reorganization
occurs.
The 2023 Notes will mature on March 15, 2023, the 2026 Notes will mature on
March 15, 2026, the 2031 Notes will mature on March 15, 2031 and the 2051 Notes
will mature on March 15, 2051. Prior to (i) with respect to the 2023 Notes, the
maturity date of such Notes, (ii) with respect to the 2026 Notes, February 15,
2026 (one month prior to the maturity date of such Notes), (iii) with respect to
the 2031 Notes, December 15, 2030 (three months prior to the maturity date of
such Notes) and (iv) with respect to the 2051 Notes, September 15, 2050 (six
months prior to the maturity date of such Notes) (each such date with respect to
the 2026 notes, the 2031 notes, and the 2051 notes, a "Par Call Date"), the
Company will have the right to redeem the Notes of any such series, in whole at
any time or in part from time to time, at a redemption price equal to the
greater of (1) 100% of the principal amount of the Notes to be redeemed and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest on the applicable Notes to be redeemed (assuming, in the
case of the 2026 Notes, the 2031 Notes, and the 2051 Notes, that the Notes of
such series matured on their applicable Par Call Date), discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, as defined in the Indenture, plus 5
basis points in the case of the 2023 Notes, 15 basis points in the case of the
2026 Notes, 15 basis points in the case of the 2031 Notes and 20 basis points in
the case of the 2051 Notes, plus, in each case, accrued and unpaid interest
thereon to the date of redemption.
On or after the applicable Par Call Date for the 2026 Notes, the 2031 Notes and
the 2051 Notes, the Notes of such series are redeemable at the Company's option,
in whole at any time or in part from time to time, at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest on the principal amount of such Notes being redeemed to such
redemption date.
Unless the Company has exercised its right to redeem the Notes in full as
described above, upon the occurrence of both (1) a change of control of the
Company and (2) a downgrade of a series of the Notes below an investment grade
rating by each of
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Moody's Investors Services, Inc., S & P Global Ratings and Fitch Ratings, Inc.
within a specified period, the Company will be required to make an offer to
purchase all of the Notes of such series at a price equal to 101% of the
principal amount of such Notes, plus any accrued and unpaid interest to the date
of repurchase.
Certain of the Underwriters and their affiliates are full service financial
institutions that have engaged in, and may in the future engage in, investment
banking and other commercial dealings in the ordinary course of business with
the Company and its affiliates, for which they have received, or may in the
future receive, customary fees and commissions.
The foregoing description of the issuance and sale does not purport to be
complete and is qualified in its entirety by reference to the Underwriting
Agreement, which is incorporated by reference hereto as Exhibit 1.1, and the
Indenture, which is filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on November 21, 2017.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit
No. Exhibit
1.1 Underwriting Agreement, dated as of March 8, 2021, among Anthem,
Inc. and Citigroup Global Markets Inc., Barclays Capital Inc. and J.P.
Morgan Securities LLC
4.1 Form of the 0.450% Notes due 2023
4.2 Form of the 1.500% Notes due 2026
4.3 Form of the 2.550% Notes due 2031
4.4 Form of the 3.600% Notes due 2051
5.1 Opinion of Hogan Lovells US LLP
5.2 Opinion of Faegre Drinker Biddle & Reath LLP
23.1 Consent of Hogan Lovells US LLP (included in the opinion filed as
Exhibit 5.1)
23.2 Consent of Faegre Drinker Biddle & Reath LLP (included in the
opinion filed as Exhibit 5.2)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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