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WellPoint Announces Early Results, Increase To Tender Cap And Pricing Of Its Previously Announced Tender Offers

WellPoint, Inc. (“WellPoint”) announced today the early results and pricing for its previously announced cash tender offers for $600 million aggregate principal amount of its outstanding notes, in each case at a purchase price determined in accordance with the procedures of a modified “Dutch Auction.” The offers (the “Offers”, and each an “Offer”) are comprised of:

  • an Offer (the “First Tranche Offer”) to purchase up to $300 million (subject to increase by up to $100 million, the “First Tranche Tender Cap”) aggregate principal amount of the “First Tranche Notes” set forth in the table below; and
  • an Offer (the “Second Tranche Offer”) to purchase up to $300 million (subject to increase by up to $100 million, the “Second Tranche Tender Cap” and together with the First Tranche Tender Cap, the “Tender Caps”) aggregate principal amount of the “Second Tranche Notes” set forth in the table below.

As of 5:00 p.m., New York City time, on August 12, 2013 (the “Early Tender Time”), WellPoint had received early tenders for approximately (i) $580.0 million aggregate principal amount of First Tranche Notes, and (ii) $802.8 million aggregate principal amount of Second Tranche Notes, as specified in the table below. Each of the First Tranche Notes and Second Tranche Notes validly tendered (and not validly withdrawn) exceeds the previously announced Tender Caps. In addition, WellPoint announced that it is raising the Tender Cap for the Second Tranche Notes from $300 million to $400 million, which is the maximum increase previously contemplated and described in the Offer Documents. Because the aggregate principal amounts of each of the First Tranche Notes and Second Tranche Notes validly tendered (and not validly withdrawn) pursuant to the Offers exceed the applicable Tender Caps, as increased, each of the tendered First Tranche Notes and Second Tranche Notes have been accepted for purchase on a prorated basis as provided in the Offer Documents. As a result, WellPoint has accepted for purchase $300.0 million aggregate principal amount of the First Tranche Notes and $400.0 million aggregate principal amount of the Second Tranche Notes.

Holders of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase are eligible to receive the “Full Tender Offer Consideration” specified in the table below, which includes the Early Tender Payment (as defined in the Offer Documents). In addition to the Full Tender Offer Consideration, Holders of Notes accepted for purchase will receive Accrued Interest (as defined in the Offer Documents) on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date (as defined in the Offer Documents). Since each of the Offers was oversubscribed as of the Early Tender Time, WellPoint will not accept for purchase any Notes tendered after the Early Tender Time. Furthermore, the withdrawal deadline of 5:00 p.m., New York City time, on August 12, 2013 has passed and has not been extended.

                 
Title of Security   CUSIP Numbers   Reference U.S. Treasury Security and

Bloomberg Reference Page

 

Principal Amount

Outstanding

(millions)

 

Aggregate

Principal

Amount

Tendered

 

Aggregate Principal Amount Accepted

(1)

  Clearing

Spread (bps)

 

Reference Yield

 

Purchase Yield

  Early Tender Payment

(2)

  Full Tender Offer Consideration (2)(3)

First Tranche Notes

5.875% Notes due 2017 94973VAM9

0.625% U.S. Treasury Notesdue May 31, 2017

PX5

$700.0 $241.7 $153.3 75   0.936% 1.686% $30.00 $1,155.06
7.000% Notes due 2019 94973VAR8

2.750% U.S. Treasury Notesdue February 15, 2019

PX6

$600.0

$338.3 $146.7 80 1.506% 2.306% $30.00 $1,241.39

Second Tranche Notes

5.950% Notes due 2034 94973VAH0

3.125% U.S. Treasury Notesdue February 15, 2043

PX1

$500.0 $89.5 $51.7 123 3.635% 4.865% $30.00 $1,142.98
94973VAD9
5.850% Notes due 2036 94973VAL1

3.125% U.S. Treasury Notesdue February 15, 2043

PX1

$900.0 $322.5 $120.8 123 3.635% 4.865% $30.00 $1,133.51
6.375% Notes due 2037 94973VAN7

3.125% U.S. Treasury Notesdue February 15, 2043

PX1

$800.0 $247.8 $146.0 113 3.635% 4.765% $30.00 $1,227.84
5.800% Notes due 2040   94973VAT4  

3.125% U.S. Treasury Notesdue February 15, 2043

PX1

  $300.0   $143.0   $81.5   131   3.635%   4.945%   $30.00   $1,126.67

(1) Subject to rounding due to proration.

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