8-KRegulation FDOther EventsExhibits & Filings

Elevance Health, Inc. 8-K Report, Regulation FD Disclosure (Aug 12, 2014)

Filed August 12, 2014For Securities:ELV

Summary

Elevance Health, Inc. (then WellPoint, Inc.) announced on August 12, 2014, the closing of a significant debt offering, raising approximately $2.667 billion in net proceeds. This offering included the issuance of four series of notes: 2.250% Notes due 2019, 3.500% Notes due 2024, 4.650% Notes due 2044, and 4.850% Notes due 2054. The primary use of these proceeds is to refinance and repay existing debt, specifically the 5.000% Notes due 2014 and a portion of the 5.25% Notes due 2016. In conjunction with this debt refinancing, the company anticipates an after-tax charge not exceeding $0.20 per share. Despite this charge, WellPoint, Inc. raised its full-year 2014 net income guidance to be greater than $8.61 per share, while maintaining its adjusted net income expectation above $8.60 per share, excluding investment gains or losses beyond the first half of the year. The proceeds not used for debt repayment will be allocated to general corporate purposes, including share repurchases and further debt reduction.

Key Highlights

  • 1WellPoint, Inc. (now Elevance Health) closed a notes offering, raising approximately $2.667 billion in net proceeds.
  • 2The offering consisted of four tranches of notes with varying maturities and coupon rates: 2.250% due 2019, 3.500% due 2024, 4.650% due 2044, and 4.850% due 2054.
  • 3Proceeds will be used to repay existing debt, including the 5.000% Notes due 2014 and a portion of the 5.25% Notes due 2016.
  • 4The company expects an after-tax charge of up to $0.20 per share related to the debt refinancing.
  • 5Full-year 2014 net income guidance was increased to be greater than $8.61 per share.
  • 6Adjusted net income guidance for full-year 2014 remains above $8.60 per share, excluding certain investment gains/losses.
  • 7Remaining proceeds will be used for general corporate purposes, including share repurchases and debt repayment.

Frequently Asked Questions

This 8-K filing is primarily to disclose the closing of WellPoint, Inc.'s (now Elevance Health) substantial debt offering and to update the company's financial guidance for the full year 2014 as a result of this refinancing.

The company raised approximately $2.667 billion in net proceeds from the sale of its new notes. The primary use of these funds is to repay existing debt, specifically the 5.000% Notes due 2014 and some of the 5.25% Notes due 2016. Any remaining proceeds will be used for general corporate purposes such as share repurchases and other debt obligations.

The company anticipates incurring an after-tax charge not exceeding $0.20 per share due to the refinancing. Despite this charge, the company has raised its full-year 2014 net income guidance to be greater than $8.61 per share.

The new notes are governed by an indenture and have specific maturity dates. The indenture includes provisions for events of default. Furthermore, the company may be required to offer to repurchase the notes at 101% of their principal amount under specific change of control and credit rating downgrade scenarios.