- an offer to purchase for cash any and all of its outstanding 7.000% Notes due 2019 (the "Any and All Notes") (such offer, the "Any and All Offer"), and
- an offer to purchase for cash up to $600 million aggregate principal amount (the "Maximum Purchase Amount") of its outstanding 6.375% Notes due 2037, 5.950% Notes due 2034, 5.850% Notes due 2036, 5.800% Notes due 2040 and 5.100% Notes due 2044 (the "Maximum Tender Offer Notes") (such offer, the "Maximum Tender Offer"); provided, that the purchase of Maximum Tender Offer Notes with an Acceptance Priority Level (defined below) of 3 will be subject to an aggregate purchase sublimit of $200 million of aggregate principal amount. Maximum Tender Offer Notes validly tendered with a higher acceptance priority level (as set forth in the table below) (each, an "Acceptance Priority Level" with "1" being the highest Acceptance Priority Level and "3" being the lowest) validly tendered at or prior to the Early Tender Time (defined below) will be accepted before any validly tendered Maximum Tender Offer Notes with a lower Acceptance Priority Level are accepted. Maximum Tender Offer Notes validly tendered at or prior to the Early Tender Time will be accepted before any Maximum Tender Offer Notes validly tendered following the Early Tender Time, regardless of Acceptance Priority Level.
|Any and All Notes|
|Title of Notes||CUSIP Number(s)||Principal Amount Outstanding (millions)||U.S. Treasury Reference Security||Bloomberg Reference Page||Fixed Spread||Hypothetical Total Consideration (1)(2)|
|7.000% Notes due 2019||94973VAR8||$440.330||0.75% U.S.T. due February 15, 2019||FIT4||50 bps||$1,059.10|
|Maximum Tender Offer Notes|
|Title of Notes||CUSIP Number(s)||Principal Amount Outstanding (millions)||Acceptance Priority Level||Maximum Tender SubCap (millions)||U.S. Treasury Reference Security||Bloomberg Reference Page||Fixed Spread||Early Tender Payment (1)(3)||Hypothetical Total Consideration (1)(2)(3)|
|6.375% Notes due 2037||94973VAN7||$646.633||1||N/A||2.750% U.S.T. due August 15, 2047||FIT1||105 bps||$30||$1,333.95|
|5.950% Notes due 2034||94973VAH0 and 94973VAD9||$448.294||2||N/A||2.750% U.S.T. due August 15, 2047||FIT1||100 bps||$30||$1,258.63|
|5.850% Notes due 2036||94973VAL1||$775.456||2||N/A||2.750% U.S.T. due August 15, 2047||FIT1||105 bps||$30||$1,249.58|
|5.800% Notes due 2040||94973VAT4||$197.507||2||N/A||2.750% U.S.T. due August 15, 2047||FIT1||115 bps||$30||$1,264.42|
|5.100% Notes due 2044||94973VBF3||$600.000||3||$200.000||2.750% U.S.T. due August 15, 2047||FIT1||120 bps||$30||$1,165.76|
|(1)||Per $1,000 principal amount.|
|(2)||Hypothetical Total Consideration calculated on the basis of pricing for the applicable U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on November 13, 2017. The actual Total Consideration (as defined in the Offer to Purchase (defined below)) payable pursuant to the Offers will be calculated and determined as set forth in the Offer to Purchase.|
|(3)||The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender Time and accepted for purchase is calculated using the applicable Fixed Spread (as defined in the Offer to Purchase) and is inclusive of the Early Tender Payment.|
Acceptance of Maximum Tender Offer Notes with respect to the Maximum Tender Offer is subject to proration if the Maximum Tender Offer is oversubscribed. If any Maximum Tender Offer Notes are purchased in the Maximum Tender Offer, the Maximum Tender Offer Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Maximum Tender Offer Notes tendered in the Maximum Tender Offer after the Early Tender Time. Accordingly, if the Maximum Purchase Amount is reached in respect of tenders made at or prior to the Early Tender Time, no Maximum Tender Offer Notes that are tendered after the Early Tender Time will be accepted for purchase. Series of Maximum Tender Offer Notes of the same Acceptance Priority Level will be treated equally (as though they are a single series) for purposes of acceptance and proration.The "Any and All Settlement Date" is the date that the Company accepts the Any and All Notes validly tendered at or prior to the Any and All Expiration Time, provided that all conditions to the Any and All Offer have been satisfied or waived by the Company, and the Company expects such date to be one business day following the Any and All Expiration Time. Provided that all conditions to the Maximum Tender Offer have been satisfied or waived by Anthem, following the Early Tender Time and prior to the Expiration Time, Anthem shall have the right, but not the obligation, to accept the Maximum Tender Offer Notes validly tendered at or prior to the Early Tender Time. Maximum Tender Offer Notes accepted on an Early Acceptance Date (as defined in the Offer to Purchase) may be settled on such date or promptly thereafter (the "Early Settlement Date"). The "Final Settlement Date" is the date that the Company settles all Maximum Tender Offer Notes not previously settled on the Early Settlement Date, if any, and the Company expects such date to be one business day following the Expiration Time. The Early Settlement Date is expected to be November 30, 2017, and the Final Settlement Date is expected to be December 13, 2017, in each case subject to change without notice. Anthem refers to each of the Early Settlement Date and the Final Settlement Date as a "Settlement Date."
Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.BofA Merrill Lynch and Deutsche Bank Securities are acting as dealer managers for the Offers. For additional information regarding the terms of the Offers, please contact: BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or Deutsche Bank Securities at (866) 627-0391 (toll-free) or (212) 250-2955 (collect). Requests for the Offer Documents may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and Information Agent for the Offers, at (800) 884-4725 (toll-free) or (212) 269-5550 (collect) or email email@example.com. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFERS TO PURCHASE ARE BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFERS THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION. THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON BEHALF OF THE OFFEROR BY ANY OR ALL DEALER MANAGERS, IF ONE OR MORE OF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NEITHER THIS PRESS RELEASE NOR THE OFFER DOCUMENTS CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE WITH RESPECT TO ANY DEBT SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR PURCHASE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. ANTHEM HAS FILED A SHELF REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") PURSUANT TO WHICH ANY OFFERING OF DEBT SECURITIES REFERRED TO ABOVE WOULD BE MADE. IN CONNECTION WITH THE COMMENCEMENT OF ANY SUCH OFFERING, ANTHEM WILL FILE A PROSPECTUS SUPPLEMENT WITH THE SEC.
About AnthemAnthem is working to transform health care with trusted and caring solutions. Our health plan companies deliver quality products and services that give their members access to the care they need. With over 74 million people served by its affiliated companies, including more than 40 million within its family of health plans, Anthem is one of the nation's leading health benefits companies. For more information about Anthem's family of companies, please visit www.antheminc.com/companies. Forward-Looking Statements This document contains certain forward-looking information about us that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally not historical facts. Words such as "expect," "feel," "believe," "will," "may," "should," "anticipate," "intend," "estimate," "project," "forecast," "plan" and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to: financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. These risks and uncertainties include: those discussed and identified in our public filings with the U.S. Securities and Exchange Commission, or SEC; increased government participation in, or regulation or taxation of health benefits and managed care operations, including, but not limited to, the impact of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, or Health Care Reform, and the impact of any future modification, repeal or replacement of Health Care Reform; trends in health care costs and utilization rates; our ability to secure sufficient premium rates including regulatory approval for and implementation of such rates; our participation in federal and state health insurance exchanges under Health Care Reform, which have experienced and continue to experience challenges due to implementation of Health Care Reform, and which entail uncertainties associated with the mix and volume of business, particularly in our Individual and Small Group markets, that could negatively impact the adequacy of our premium rates and which may not be sufficiently offset by the risk apportionment provisions of Health Care Reform; the ultimate outcome of litigation between Cigna Corporation ("Cigna") and us related to the merger agreement between the parties, including our claim for damages against Cigna, Cigna's claim for payment of a termination fee and other damages against us, and the potential for such litigation to cause us to incur substantial costs, materially distract management and negatively impact our reputation and financial positions; our ability to contract with providers on cost-effective and competitive terms; competitor pricing below market trends of increasing costs; reduced enrollment, as well as a negative change in our health care product mix; risks and uncertainties regarding Medicare and Medicaid programs, including those related to non-compliance with the complex regulations imposed thereon and funding risks with respect to revenue received from participation therein; a downgrade in our financial strength ratings; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; medical malpractice or professional liability claims or other risks related to health care services provided by our subsidiaries; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; non-compliance by any party with the Express Scripts, Inc. pharmacy benefit management services agreement, which could result in financial penalties; our inability to meet customer demands, and sanctions imposed by governmental entities, including the Centers for Medicare and Medicaid Services; events that result in negative publicity for us or the health benefits industry; failure to effectively maintain and modernize our information systems; events that may negatively affect our licenses with the Blue Cross and Blue Shield Association; state guaranty fund assessments for insolvent insurers; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; intense competition to attract and retain employees; unauthorized disclosure of member or employee sensitive or confidential information, including the impact and outcome of investigations, inquiries, claims and litigation related to the cyber attack we reported in February 2015; changes in economic and market conditions, as well as regulations that may negatively affect our investment portfolios and liquidity; possible restrictions in the payment of dividends by our subsidiaries and increases in required minimum levels of capital and the potential negative effect from our substantial amount of outstanding indebtedness; general risks associated with mergers, acquisitions and strategic alliances; various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations; future public health epidemics and catastrophes; and general economic downturns. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. We do not undertake to update or revise any forward-looking statements, except as required by applicable securities laws. Investors are also advised to carefully review and consider the various risks and other disclosures discussed in our SEC reports.