Anthem takes in tenders of $185.15 million 7% notes due 2019

By Wendy Van Sickle

Columbus, Ohio, Nov. 21 – Anthem, Inc. received and accepted tenders of $185,147,000 of notes in its tender offer for any and all of its $440.33 million outstanding 7% notes due 2019, according to a Tuesday press release.

The offer opened on Nov. 14 and ended at 5 p.m. ET on Nov. 20.

The company paid a total consideration of $1,058.19 per $1,000 of tendered notes.

Pricing was set at 2 p.m. ET on Nov. 20 using the 0.75% U.S. Treasury note due Feb. 15, 2019 for a reference yield of 1.688% plus a spread of 50 basis points.

Holders also received accrued interest.

Settlement occurred on Tuesday.

Also on Nov. 14, the company tendered for up to $600 million principal amount of five other series of notes.

In the capped offers, pricing will be set for the following notes using the bid-side price of the 2.75% U.S. Treasury note due Aug. 15, 2047 plus a fixed spread:

• $646,633,000 outstanding 6.375% notes due 2037 with a priority level of 1 and a 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 a 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 a 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 a 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, a tender sub-limit of $200 million and a fixed spread of 120 bps for a hypothetical purchase price of $1,165.76.

In the capped offers, each 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 hypothetical purchase prices were set using the U.S. Treasury reference security at 2 p.m. ET on Nov. 13.

Holders also will receive accrued interest.

The maximum offers will remain open until 11:59 p.m. ET on Dec. 12.

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

Tendered notes may be withdrawn until the early deadline.

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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