Anthem prices tender for any and all 7% notes due 2019 at 105.819

By Wendy Van Sickle

Columbus, Ohio, Nov. 20 – Anthem, Inc. priced its tender offer for any and all of its $440.33 million outstanding 7% notes due 2019.

The company will pay a total consideration of $1,058.19 per $1,000 of tendered notes, according to a press release.

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 will also receive accrued interest.

The offer opened on Nov. 14 and was to end at 5 p.m. ET on Nov. 20.

Settlement is expected to occur on Nov. 21.

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Tendered notes may be withdrawn until the early deadline.

Anthem also launched a public offering of 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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