UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2021 (
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| Item 8.01 | Other Events. |
The Notes Offering
On March 17, 2021, Anthem, Inc. (the “Company”) closed its sale of $500 million aggregate principal amount of its 0.450% Notes due 2023 (the “2023 Notes”), $750 million aggregate principal amount of its 1.500% Notes due 2026 (the “2026 Notes”), $1,000 million aggregate principal amount of its 2.550% Notes due 2031 (the “2031 Notes”) and $1,250 million aggregate principal amount of its 3.600% Notes due 2051 (the “2051 Notes” and, together with the 2023 Notes, the 2026 Notes and the 2031 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated March 8, 2021 (the “Underwriting Agreement”), among the Company and Citigroup Global Markets Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named on Exhibit A thereto (the “Underwriters”). The Notes have been registered under the Securities Act of 1933, as amended (the “Act”) pursuant to a registration statement on Form S-3 (File No. 333-249877) previously filed with the Securities and Exchange Commission under the Act.
The Company received proceeds of approximately $3,461.9 million from the sale of the Notes after deducting underwriting discounts and its offering expenses. The Company intends to use the net proceeds for working capital and for general corporate purposes, including, but not limited to, the funding of acquisitions, repayment of short-term and long-term debt, and the repurchase of its common stock pursuant to its share repurchase program. The Indenture (as defined below) does not prohibit or limit the incurrence of indebtedness and other liabilities by the Company or its subsidiaries.
The Notes have been issued pursuant to an Indenture, dated as of November 21, 2017 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2021. Each interest payment on the Notes will be made to the persons who are registered holders of such Notes at the close of business on the immediately preceding March 1 or September 1 (whether or not a Business Day), as applicable. Interest, in each case, will be computed on the basis of a 360-day year of twelve 30-day months.
The Notes may be declared immediately due and payable by the Trustee or the holders of 25% of the principal amount of the Notes of the affected series if an event of default occurs under the Indenture and has not been cured. An event of default generally means that the Company (1) fails to pay the principal or any premium on a Note on its due date, (2) does not pay interest on a Note within 30 days of its due date, (3) remains in breach of any other term of the Indenture for 90 days after its receipt of written notice of such failure or (4) files for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occurs.
The 2023 Notes will mature on March 15, 2023, the 2026 Notes will mature on March 15, 2026, the 2031 Notes will mature on March 15, 2031 and the 2051 Notes will mature on March 15, 2051. Prior to (i) with respect to the 2023 Notes, the maturity date of such Notes, (ii) with respect to the 2026 Notes, February 15, 2026 (one month prior to the maturity date of such Notes), (iii) with respect to the 2031 Notes, December 15, 2030 (three months prior to the maturity date of such Notes) and (iv) with respect to the 2051 Notes, September 15, 2050 (six months prior to the maturity date of such Notes) (each such date with respect to the 2026 notes, the 2031 notes, and the 2051 notes, a “Par Call Date”), the Company will have the right to redeem the Notes of any such series, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the applicable Notes to be redeemed (assuming, in the case of the 2026 Notes, the 2031 Notes, and the 2051 Notes, that the Notes of such series matured on their applicable Par Call Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined in the Indenture, plus 5 basis points in the case of the 2023 Notes, 15 basis points in the case of the 2026 Notes, 15 basis points in the case of the 2031 Notes and 20 basis points in the case of the 2051 Notes, plus, in each case, accrued and unpaid interest thereon to the date of redemption.
On or after the applicable Par Call Date for the 2026 Notes, the 2031 Notes and the 2051 Notes, the Notes of such series are redeemable at the Company’s option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to such redemption date.
Unless the Company has exercised its right to redeem the Notes in full as described above, upon the occurrence of both (1) a change of control of the Company and (2) a downgrade of a series of the Notes below an investment grade rating by each of
Moody’s Investors Services, Inc., S & P Global Ratings and Fitch Ratings, Inc. within a specified period, the Company will be required to make an offer to purchase all of the Notes of such series at a price equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest to the date of repurchase.
Certain of the Underwriters and their affiliates are full service financial institutions that have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates, for which they have received, or may in the future receive, customary fees and commissions.
The foregoing description of the issuance and sale does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated by reference hereto as Exhibit 1.1, and the Indenture, which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, 2017.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit |
Exhibit | |
| 1.1 | Underwriting Agreement, dated as of March 8, 2021, among Anthem, Inc. and Citigroup Global Markets Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC | |
| 4.1 | Form of the 0.450% Notes due 2023 | |
| 4.2 | Form of the 1.500% Notes due 2026 | |
| 4.3 | Form of the 2.550% Notes due 2031 | |
| 4.4 | Form of the 3.600% Notes due 2051 | |
| 5.1 | Opinion of Hogan Lovells US LLP | |
| 5.2 | Opinion of Faegre Drinker Biddle & Reath LLP | |
| 23.1 | Consent of Hogan Lovells US LLP (included in the opinion filed as Exhibit 5.1) | |
| 23.2 | Consent of Faegre Drinker Biddle & Reath LLP (included in the opinion filed as Exhibit 5.2) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 17, 2021
| ANTHEM, INC. | ||
| By: | /s/ Kathleen S. Kiefer | |
| Name: | Kathleen S. Kiefer | |
| Title: | Corporate Secretary | |