8-KOther EventsExhibits & Filings

Elevance Health, Inc. 8-K Report, Corporate Update (Apr 29, 2022)

Filed April 29, 2022For Securities:ELV

Summary

Elevance Health, Inc. (ELV) reported on April 29, 2022, the closing of a notes offering totaling $1.3 billion. The offering consisted of $600 million in 4.100% Notes due 2032 and $700 million in 4.550% Notes due 2052. The company received net proceeds of approximately $1,282.2 million, which are intended for general corporate purposes, including working capital, acquisitions, debt repayment, and share repurchases. This offering expands the company's long-term debt but provides financial flexibility for strategic initiatives and capital allocation. Investors should note the specific interest payment dates (May 15 and November 15) and the terms related to early redemption and events of default outlined in the Indenture. The company has the option to redeem the notes under specific conditions, and a change of control event coupled with a credit rating downgrade could trigger a mandatory repurchase offer at 101% of the principal amount.

Key Highlights

  • 1Elevance Health closed a $1.3 billion notes offering on April 29, 2022.
  • 2The offering includes $600 million of 4.100% Notes due 2032 and $700 million of 4.550% Notes due 2052.
  • 3Net proceeds of approximately $1,282.2 million will be used for general corporate purposes, including working capital, acquisitions, debt repayment, and share repurchases.
  • 4The notes accrue interest semi-annually on May 15 and November 15.
  • 5The company can redeem the notes under specific conditions, with different redemption prices before and after a 'Par Call Date'.
  • 6A 'change of control' event combined with a below investment grade rating downgrade by major credit agencies could trigger a mandatory offer to repurchase the notes at 101% of par.
  • 7The Indenture does not restrict the company or its subsidiaries from incurring additional indebtedness.

Frequently Asked Questions

Elevance Health issued a total of $1.3 billion in aggregate principal amount of notes. This is comprised of $600 million of 4.100% Notes due 2032 and $700 million of 4.550% Notes due 2052.

The net proceeds of approximately $1,282.2 million are intended for working capital and general corporate purposes. This includes, but is not limited to, funding acquisitions, repaying short-term and long-term debt, and repurchasing the company's common stock under its share repurchase program.

Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2022. The 2032 notes mature on May 15, 2032, and the 2052 notes mature on May 15, 2052. The company can redeem the notes before their respective maturity dates under specific conditions related to a 'Par Call Date' and prevailing Treasury rates plus a specified basis point spread.

In the event of both a change of control of the company and a downgrade of the notes below investment grade rating by Moody's, S&P, and Fitch within a specified period, Elevance Health will be required to make an offer to purchase all of the notes at 101% of their principal amount, plus accrued interest.