WellPoint Launches Cash Tender Offers For $600 Million Aggregate Principal Amount Of Outstanding Notes

WellPoint, Inc. (“WellPoint”) announced today the commencement of 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”) will be comprised of:
  • an Offer (the “First Tranche Offer”) to purchase up to $300 million (subject to increase, 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, 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.

WellPoint also announced today the launch of its public offering of its 5-year and 30-year notes (the “ New Notes”). The New Notes offering is expected to close on or about August 6, 2013, subject to customary closing conditions. Each Offer is conditioned on the closing and issuance of the New Notes yielding gross proceeds to us of at least the aggregate amount of the Tender Caps, which condition may be waived, with respect to either Offer, at our option.
           
Title of Notes CUSIP Numbers

Principal Amount Outstanding (millions)
Early Tender Payment(1)

Acceptable Bid Spread Range (1) (2)
Reference U.S. Treasury Security Bloomberg Reference Page
        Minimum Spread (bps)   Base Spread (bps)    
 

First Tranche Notes
5.875% Notes due 2017 94973VAM9 $700.0 $30.00 75 105

0.625% U.S. Treasury Notes dueMay 31, 2017
PX5
7.000% Notes due 2019 94973VAR8 $600.0 $30.00 80 110

2.750% U.S. Treasury Notes dueFebruary 15, 2019
PX6

Second Tranche Notes
5.950% Notes due 2034

94973VAH094973VAD9
$500.0 $30.00 113 133

3.125% U.S. Treasury Notes dueFebruary 15, 2043
PX1
5.850% Notes due 2036 94973VAL1 $900.0 $30.00 113 133

3.125% U.S. Treasury Notes dueFebruary 15, 2043
PX1
6.375% Notes due 2037 94973VAN7 $800.0 $30.00 103 123

3.125% U.S. Treasury Notes dueFebruary 15, 2043
PX1
5.800% Notes due 2040 94973VAT4 $300.0 $30.00 121 141

3.125% U.S. Treasury Notes dueFebruary 15, 2043
PX1
 

(1) Per $1,000 principal amount of Notes accepted for purchase. We will also pay accrued and unpaid interest to, but not including, the applicable Settlement Date (defined below).

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