Anthem tenders for any 7% notes, $600 million of five other issues

By Susanna Moon

Chicago, Nov. 14 – Anthem, Inc. is tendering for any and all of its $440.33 million outstanding 7% notes due 2019 and for up to $600 million principal amount of five other series of notes.

For the 7% notes, pricing will be set using the 0.75% U.S. Treasury note due Feb. 15, 2019 plus a spread of 50 bps for a hypothetical purchase price of $1,059.10 for each $1,000 principal amount.

The any-and-all offer will end at 5 p.m. ET on Nov. 20. Tendered notes may be withdrawn before the offer ends.

In the capped offers, pricing will be set using the 2.75% U.S. Treasury note due Aug. 15, 2047 as a reference security plus a fixed spread for hypothetical purchase price per $1,000 of notes as follows:

• $646,633,000 outstanding 6.375% notes due 2037 with a priority level of 1 and fixed spread of 105 bps for a hypothetical purchase price of $1,333.95;

• $448,294,000 outstanding 5.95% notes due 2034 with a priority level of 2 and fixed spread of 100 bps for a hypothetical purchase price of $1,258.63;

• $775,456,000 outstanding 5.85% notes due 2036 with a priority level of 2 and fixed spread of 105 bps for a hypothetical purchase price of $1,249.58;

• $197,507,000 outstanding 5.8% notes due 2040 with a priority level of 2 and fixed spread of 115 bps for a hypothetical purchase price of $1,264.42; and

• $600 million outstanding 5.1% notes due 2044 with a priority level of 3, tender sub-limit of $200 million and fixed spread of 120 bps for a hypothetical purchase price of $1,165.76.

In the maximum offers, the total purchase price includes an early tender premium of $30.00 per $1,000 of notes tendered by the early deadline of 5 p.m. ET on Nov. 28.

The capped tender will remain open until 11:59 p.m. ET, on Dec. 12.

Tendered notes may be withdrawn before the early deadline.

The hypothetical purchase price was set using the U.S. Treasury reference security at 2 p.m. ET on Nov. 13.

Holders also will receive accrued interest.

The early settlement date is expected to be Nov. 30, and the final settlement date Dec. 13.

Anthem also launched its public offering of its three-, five-, seven-, 10- and 30-year notes with settlement expected to occur on Nov. 21, according to a company announcement.

Each tender offer is contingent on the issue of at least $1 billion of notes.

BofA Merrill Lynch (888 292-0070 or 980 387-3907) and Deutsche Bank Securities (866 627-0391 or 212 250-2955) are the dealer managers. D.F. King & Co., Inc. (800 884-4725, 212 269-5550, antm@dfking.com or dfking.com/antm) is the information agent.

Indianapolis-based Anthem is a health benefits company.

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