SEC Info - Anthem, Inc. - ‘8-K’ for 9/4/19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2019 ( i September 4, 2019)

i ANTHEM, INC.

(Exact name of registrant as specified in its charter)

i Indiana

i 001-16751

i 35-2145715

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

i 220 Virginia Avenue

i Indianapolis, i Indiana i 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: i (800) i 331-1476

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock	i ANTM	i NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

The Notes Offering

On September 9, 2019, Anthem, Inc. (the “Company”) closed its sale of $850 million aggregate principal amount of its 2.375% Notes due 2025 (the “2025 Notes”), $825 million aggregate principal amount of its 2.875% Notes due 2029 (the “2029 Notes”) and $825 million aggregate principal amount of its 3.700% Notes due 2049 (the “2049 Notes” and, together with the 2025 Notes and the 2029 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated September 4, 2019 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC 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. 333-221824) previously filed with the Securities and Exchange Commission under the Act.

The Company received proceeds of approximately $2,473 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 repurchase of its common stock pursuant to its share repurchase program, repayment of short-term and long-term debt and to fund acquisitions. 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 2025 Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2020. Each interest payment on the 2025 Notes will be made to the persons who are registered holders of the 2025 Notes at the close of business on the immediately preceding January 1 or July 1 (whether or not a Business Day), as applicable. Interest on the 2029 Notes and the 2049 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2020. Each interest payment on the 2029 Notes and the 2049 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 2025 Notes will mature on January 15, 2025, the 2029 Notes will mature on September 15, 2029 and the 2049 Notes will mature on September 15, 2049. Prior to (i) with respect to the 2025 Notes, December 15, 2024 (one month prior to the maturity date of such notes), (ii) with respect to the 2029 Notes, June 15, 2029 (three months prior to the maturity date of such notes) and (iii) with respect to the 2049 Notes, March 15, 2049 (six months prior to the maturity date of such notes) (each such date, 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 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 20 basis points in the case of the 2025 Notes, 25 basis points in the case of the 2029 Notes and 30 basis points in the case of the 2049 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 2025 Notes, the 2029 Notes and the 2049 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 2025 Notes, the 2029 Notes and the 2049 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 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 No.		Exhibit

	1.1	Underwriting Agreement, dated as of September 4, 2019, among Anthem, Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC

	4.1	Form of the 2.375% Notes due 2025

	4.2	Form of the 2.875% Notes due 2029

	4.3	Form of the 3.700% Notes due 2049

	5.1	Opinion of Hogan Lovells US LLP

	5.2	Opinion of Faegre Baker Daniels LLP

	23.1	Consent of Hogan Lovells US LLP (included in the opinion filed as Exhibit 5.1)

	23.2	Consent of Faegre Baker Daniels 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: September 9, 2019


ANTHEM, INC.

By:		/s/ *Kathleen S. Kiefer*
Name:		Kathleen S. Kiefer
Title:		Corporate Secretary

This ‘8-K’ Filing	Date	Other Filings

	9/15/29
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	12/15/24
	3/15/20
	1/15/20
Filed on:	9/9/19
For Period end:	9/4/19	4, 424B3, FWP
	11/21/17	8-K
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Anthem, Inc. – ‘8-K’ for 9/4/19

On: Monday, 9/9/19, at 2:32pm ET · For: 9/4/19 · Accession #: 1193125-19-240850 · File #: 1-16751

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