8-KOther EventsExhibits & Filings

Elevance Health, Inc. 8-K Report, Corporate Update (Sep 10, 2012)

Filed September 10, 2012For Securities:ELV

Summary

Elevance Health, Inc. (then operating as WellPoint, Inc.) filed this Form 8-K on September 10, 2012, to report the closing of a significant debt offering. The company successfully issued $3.125 billion in aggregate principal amount of four different series of notes: 1.250% Notes due 2015, 1.875% Notes due 2018, 3.300% Notes due 2023, and 4.650% Notes due 2043. This debt issuance is crucial for investors as it directly relates to the financing of the company's previously announced acquisition of AMERIGROUP Corporation. The proceeds from this offering, estimated at approximately $3.21 billion after expenses, are primarily intended to fund a substantial portion of the consideration for the Amerigroup acquisition. The remaining balance will be used for general corporate purposes. This financing strategy highlights the company's active approach to strategic growth and demonstrates its ability to access capital markets to support major transactions.

Key Highlights

  • 1WellPoint, Inc. closed a debt offering totaling $3.125 billion in aggregate principal amount across four note series.
  • 2The notes issued include: 1.250% Notes due 2015, 1.875% Notes due 2018, 3.300% Notes due 2023, and 4.650% Notes due 2043.
  • 3The net proceeds are expected to be approximately $3.21 billion.
  • 4A significant portion of the proceeds (around $3.1 billion) will be used to finance the acquisition of AMERIGROUP Corporation.
  • 5The remaining proceeds will be allocated to general corporate purposes.
  • 6The debt issuance was facilitated by an Underwriting Agreement with major financial institutions including Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and Deutsche Bank Securities Inc.
  • 7The filing details specific redemption provisions, including special redemption triggers related to the Amerigroup Acquisition and potential change of control events coupled with a credit rating downgrade.

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