Summary
Elevance Health, Inc., formerly known as WellPoint, Inc., filed this Form 8-K on December 28, 2005, to report the consummation of its merger with WellChoice, Inc. The merger, initially agreed upon on September 27, 2005, closed on December 28, 2005. As a result of the merger, WellChoice shareholders received $38.25 in cash and 0.5191 shares of WellPoint common stock per WellChoice share. To finance the cash portion of the merger consideration and associated fees, WellPoint secured a $3.0 billion bridge loan facility. On the closing date, the company drew $1.7 billion under this facility and simultaneously issued $1.0 billion of commercial paper. WellPoint intends to replace this short-term financing with long-term debt, including potential issuance of up to $3.2 billion in long-term debt securities and further utilization of its existing 5-Year Credit Agreement, depending on market conditions.
Key Highlights
- 1Elevance Health (formerly WellPoint) completed its merger with WellChoice, Inc. on December 28, 2005.
- 2WellChoice shareholders received $38.25 in cash and 0.5191 shares of WellPoint common stock per share.
- 3A $3.0 billion bridge loan facility was established to finance the merger.
- 4The company drew $1.7 billion from the bridge loan and issued $1.0 billion in commercial paper on the merger closing date.
- 5Proceeds from the bridge loan and commercial paper were used to partially fund the merger and related expenses.
- 6Elevance Health plans to secure permanent financing through long-term debt securities and existing credit facilities.
- 7Mr. John E. Zuccotti was appointed to the Board of Directors following the merger.