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.

Frequently Asked Questions

The primary purpose of this debt issuance was to raise capital to fund a significant portion of the approximately $3.1 billion consideration for the previously announced acquisition of AMERIGROUP Corporation. A smaller portion of the proceeds will be used for general corporate purposes.

The company raised approximately $3.21 billion in net proceeds from the sale of its notes after deducting underwriting discounts and offering expenses. The aggregate principal amount of the notes issued was $3.125 billion.

The company issued four series of notes: $625 million of 1.250% Notes due 2015, $625 million of 1.875% Notes due 2018, $1 billion of 3.300% Notes due 2023, and $1 billion of 4.650% Notes due 2043. Interest payments and maturity dates vary by series.

Yes, if the Amerigroup Acquisition is not consummated by September 9, 2013, or if the merger agreement is terminated before that date, the company will be obligated to redeem all the issued notes at 101% of their principal amount, plus accrued interest. This special redemption date is triggered by specific events and timelines.