UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2024 (
(Exact name of registrant as specified in its charter)
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| Item 8.01 | Other Events. |
The Notes Offering
On October 31, 2024, Elevance Health, Inc. (the “Company”) closed its sale of $350 million aggregate principal amount of its 4.500% Notes due 2026 (the “2026 Notes”), $750 million aggregate principal amount of its 4.750% Notes due 2030 (the “2030 Notes”), $750 million aggregate principal amount of its 4.950% Notes due 2031 (the “2031 Notes”), $1,200 million aggregate principal amount of its 5.200% Notes due 2035 (the “2035 Notes”), $1,350 million aggregate principal amount of its 5.700% Notes due 2055 (the “2055 Notes”) and $800 million aggregate principal amount of its 5.850% Notes due 2064 (the “2064 Notes” and, together with the 2026 Notes, the 2030 Notes, the 2031 Notes, the 2035 Notes and the 2055 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated October 22, 2024 (the “Underwriting Agreement”), among the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Exhibit A thereto (the “Underwriters”). The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a registration statement on Form S-3 (File No. 333-275251) previously filed with the Securities and Exchange Commission (the “SEC”) under the Act.
The Company received proceeds of approximately $5,138.3 million from the sale of the Notes after deducting underwriting discounts and its offering expenses. The Company intends to use the net proceeds for working capital and for general corporate purposes, including, but not limited to, the funding of acquisitions, repayment of short-term and long-term debt and the repurchase of its common stock pursuant to its share repurchase program. The Indenture (as defined below) does not prohibit or limit the incurrence of indebtedness and other liabilities by the Company or its subsidiaries.
The Notes have been issued pursuant to an Indenture, dated as of November 21, 2017 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Interest on the 2026 Notes is payable semi-annually in arrears on April 30 and October 30 of each year, commencing April 30, 2025. Interest on the 2030 Notes, the 2035 Notes and the 2055 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2025. Interest on the 2031 Notes and the 2064 Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2025. Each interest payment on the 2026 Notes will be made to the persons who are registered holders of such Notes at the close of business on the immediately preceding April 15 or October 15 (whether or not a business day), as applicable. Each interest payment on the 2030 Notes, the 2035 Notes and the 2055 Notes will be made to the persons who are registered holders of such Notes at the close of business on the immediately preceding February 1 or August 1 (whether or not a business day), as applicable. Each interest payment on the 2031 Notes and the 2064 Notes will be made to the persons who are registered holders of such Notes at the close of business on the immediately preceding April 15 or October 15 (whether or not a business day), as applicable. Interest, in each case, will be computed on the basis of a 360-day year of twelve 30-day months.
The Notes may be declared immediately due and payable by the Trustee or the holders of 25% of the principal amount of the Notes of the affected series if an event of default occurs under the Indenture and has not been cured. An event of default generally means that the Company (1) fails to pay the principal or any premium on a Note on its due date, (2) does not pay interest on a Note within 30 days of its due date, (3) remains in breach of any other term of the Indenture for 90 days after its receipt of written notice of such failure or (4) files for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occurs.
The 2026 Notes will mature on October 30, 2026, the 2030 Notes will mature on February 15, 2030, the 2031 Notes will mature on November 1, 2031, the 2035 Notes will mature on February 15, 2035, the 2055 Notes will mature on February 15, 2055 and the 2064 Notes will mature on November 1, 2064. Prior to (i) with respect to the 2026 Notes, the maturity date of such notes, (ii) with respect to the 2030 Notes, January 15, 2030 (one month prior to the maturity date of such Notes), (iii) with respect to the 2031 Notes, September 1, 2031 (two months prior to the maturity date of such Notes), (iv) with respect to the 2035 Notes, November 15, 2034 (three months prior to the maturity date of such Notes), (v) with respect to the 2055 Notes, August 15, 2054 (six months prior to the maturity date of such Notes) and (vi) with respect to the 2064 Notes, May 1, 2064 (six months prior to the maturity date of such Notes) (each such date with respect to the 2030 Notes, the 2031 Notes, the 2035 Notes, the 2055 Notes and the 2064 Notes, a “Par Call Date”), the Company may redeem the applicable series of Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of
the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming, in the case of the 2030 Notes, the 2031 Notes, the 2035 Notes, the 2055 Notes and the 2064 Notes, that such Notes matured on their applicable Par Call Date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined in the Indenture, plus 10 basis points in the case of the 2026 Notes, 15 basis points in the case of the 2030 Notes, 15 basis points in the case of the 2031 Notes, 20 basis points in the case of the 2035 Notes, 20 basis points in the case of the 2055 Notes and 25 basis points in the case of the 2064 Notes less (b) interest accrued to the redemption date; and (2) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest on the applicable Notes to the redemption date.
On or after the applicable Par Call Date for the 2030 Notes, the 2031 Notes, the 2035 Notes, the 2055 Notes and the 2064 Notes, the Company may redeem the Notes of the applicable series in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to such redemption date.
Unless the Company has exercised its right to redeem the Notes in full as described above, upon the occurrence of both (1) a change of control of the Company and (2) a downgrade of a series of the Notes below an investment grade rating by each of Moody’s Ratings, S&P Global Ratings and Fitch Ratings, Inc. within a specified period, the Company will be required to make an offer to purchase all of the Notes of such series at a price equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest to the date of repurchase.
Certain of the Underwriters and their affiliates are full service financial institutions that have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates, for which they have received, or may in the future receive, customary fees and commissions.
The foregoing description of the issuance and sale does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated by reference hereto as Exhibit 1.1, and the Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2017 and is incorporated by reference hereto as Exhibit 4.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being filed herewith:
| 4.2 |
Form of the 4.500% Notes due 2026 | |
| 4.3 |
Form of the 4.750% Notes due 2030 | |
| 4.4 |
Form of the 4.950% Notes due 2031 | |
| 4.5 |
Form of the 5.200% Notes due 2035 | |
| 4.6 |
Form of the 5.700% Notes due 2055 | |
| 4.7 |
Form of the 5.850% Notes due 2064 | |
| 5.1 |
Opinion of Hogan Lovells US LLP | |
| 5.2 |
Opinion of Faegre Drinker Biddle & Reath LLP | |
| 23.1 |
Consent of Hogan Lovells US LLP (included in the opinion filed as Exhibit 5.1) | |
| 23.2 |
Consent of Faegre Drinker Biddle & Reath LLP (included in the opinion filed as Exhibit 5.2) | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 31, 2024
| ELEVANCE HEALTH, INC. | ||
| By: | /s/ Kathleen S. Kiefer | |
| Name: | Kathleen S. Kiefer | |
| Title: | Chief Governance Officer & Corporate Secretary | |