8-KOther EventsExhibits & Filings

Elevance Health, Inc. 8-K Report, Corporate Update (Feb 8, 2023)

Filed February 8, 2023For Securities:ELV

Summary

Elevance Health, Inc. (ELV) announced the successful closing of a significant notes offering on February 8, 2023, raising approximately $2.57 billion in net proceeds. This offering comprises three tranches of senior unsecured notes: $500 million of 4.900% Notes due 2026, $1 billion of 4.750% Notes due 2033, and $1.1 billion of 5.125% Notes due 2053. The company intends to use these proceeds for general corporate purposes, including funding potential acquisitions, repaying existing debt, and repurchasing its common stock. This capital raise provides Elevance Health with substantial financial flexibility. Investors should note the diverse maturity dates of the notes, offering a range of durations for fixed-income exposure. The proceeds' intended use suggests strategic initiatives, including potential M&A activity and shareholder return programs, which could be key drivers of future company growth and valuation.

Key Highlights

  • 1Closed offering of $2.6 billion in aggregate principal amount of senior notes across three maturities (2026, 2033, 2053).
  • 2Net proceeds of approximately $2.57 billion received after underwriting discounts and expenses.
  • 3Intended use of proceeds includes working capital, general corporate purposes, funding acquisitions, debt repayment, and share repurchases.
  • 4The 2026 Notes carry a coupon of 4.900%, the 2033 Notes at 4.750%, and the 2053 Notes at 5.125%.
  • 5The Indenture does not place restrictions on the incurrence of additional indebtedness by the Company or its subsidiaries.
  • 6Notes are subject to redemption at the Company's option under specific terms and conditions, including potential "Par Call" provisions.
  • 7A change of control event coupled with a credit rating downgrade below investment grade could trigger a mandatory offer to repurchase the notes at 101% of principal.

Frequently Asked Questions

Elevance Health closed its offering of notes, raising $500 million in 4.900% Notes due 2026, $1 billion in 4.750% Notes due 2033, and $1.1 billion in 5.125% Notes due 2053, for a total of $2.6 billion in aggregate principal amount. After deducting underwriting discounts and offering expenses, the company received net proceeds of approximately $2.57 billion.

The company intends to use the net proceeds for working capital and general corporate purposes. This includes, but is not limited to, funding potential acquisitions, repaying existing short-term and long-term debt, and repurchasing its common stock under its share repurchase program.

The notes issued are: 4.900% Notes due 2026, 4.750% Notes due 2033, and 5.125% Notes due 2053. Interest payments are made semi-annually, with specific payment dates varying slightly between the 2026 notes and the 2033/2053 notes.

Yes, if a change of control of the company occurs AND a series of the notes is downgraded below investment grade by Moody's, S&P, and Fitch within a specified period, Elevance Health will be required to offer to purchase all notes of that series at 101% of their principal amount, plus accrued interest.