8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+3

Elevance Health, Inc. 8-K Report, Agreement Terminated (Nov 30, 2004)

Filed November 30, 2004For Securities:ELV

Summary

Elevance Health, Inc. (ELV), formerly Anthem, Inc., filed a Form 8-K on November 30, 2004, to report the completion of a significant merger with WellPoint Health Networks Inc. This transaction, initially agreed upon in October 2003, officially closed on November 30, 2004. The merger involved WellPoint Health Networks Inc. merging with a subsidiary of Anthem, and the combined entity was renamed WellPoint, Inc. (the registrant). Each WellPoint Health common share was exchanged for $23.80 in cash and one share of Anthem common stock. This report also details the financial implications of the merger. Anthem secured substantial financing through new credit facilities, including $500 million in term loans and $2.4 billion in revolving loans, with proceeds intended to fund the merger and associated expenses. The company also announced changes to its board of directors and executive leadership, including the appointment of Leonard D. Schaeffer as Chairman and David C. Colby as Chief Financial Officer, following the departure of other officers. The filing also incorporates by reference key financial statements and the merger agreement, providing a comprehensive update on these material corporate events.

Key Highlights

  • 1Completion of the merger between Anthem, Inc. and WellPoint Health Networks Inc. on November 30, 2004.
  • 2Anthem, Inc. was renamed WellPoint, Inc. following the merger.
  • 3WellPoint Health shareholders received $23.80 in cash and one share of Anthem common stock per WellPoint Health share.
  • 4The company secured new credit facilities totaling $2.9 billion ($500 million term loans and $2.4 billion revolving loans) to finance the merger.
  • 5Leonard D. Schaeffer appointed Chairman of the Board, and Larry C. Glasscock continued as President and CEO of the combined entity.
  • 6David C. Colby appointed Chief Financial and Accounting Officer, succeeding Michael L. Smith.
  • 7Anthem's existing credit facilities were terminated upon the consummation of the merger.

Frequently Asked Questions

This Form 8-K filing by Anthem, Inc. (now WellPoint, Inc.) officially reports the consummation of its merger with WellPoint Health Networks Inc. It details the completion of the acquisition, the financing obtained for the transaction, changes in corporate leadership, and the renaming of the company.

Under the terms of the merger agreement, each share of WellPoint Health Networks Inc. common stock was converted into the right to receive $23.80 in cash and one share of Anthem, Inc. (now WellPoint, Inc.) common stock.

The merger was financed through new debt facilities. Anthem borrowed $500 million in term loans and $2.4 billion in revolving loans under new credit agreements. The proceeds were used to partially fund the merger and pay related fees and expenses.

Yes, the filing notes changes in leadership. Leonard D. Schaeffer was appointed Chairman of WellPoint, Inc.'s board of directors. Larry C. Glasscock continued as President and CEO. David C. Colby was appointed Chief Financial and Accounting Officer, and several other officers and directors departed due to the merger.