Free Writing Prospectus Filed Pursuant to Rule 433
To Prospectus dated November 30, 2017
Preliminary Prospectus Supplement dated September 4, 2019
Registration Statement FileNo. 333-221824
ANTHEM, INC.
Offering of:
$850,000,000 2.375% Notes due 2025 (the “2025 Notes”)
$825,000,000 2.875% Notes due 2029 (the “2029 Notes”)
$825,000,000 3.700% Notes due 2049 (the “2049 Notes”)
(the “Offering”)
Pricing Term Sheet dated
September 4, 2019
The information in this pricing term sheet relates to the Offering and should be read together with the preliminary prospectus supplement dated September 4, 2019 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein and the related base prospectus dated November 30, 2017, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement FileNo. 333-221824). Terms used but not defined herein, with respect to the Offering, have the meanings ascribed to them in the Preliminary Prospectus Supplement.
| Company | Anthem, Inc., an Indiana corporation | |
| Ratings* | Baa2 / A / BBB (Moody’s / S&P / Fitch) | |
| Pricing Date | September 4, 2019 | |
| Trade Date | September 4, 2019 | |
| Settlement Date | September 9, 2019 (T+3) | |
| Aggregate Principal Offering Amount | $850,000,000 for the 2025 Notes $825,000,000 for the 2029 Notes $825,000,000 for the 2049 Notes | |
| Maturity Date | January 15, 2025 for the 2025 Notes September 15, 2029 for the 2029 Notes September 15, 2049 for the 2049 Notes | |
| Coupon (Interest Rate) | 2.375% for the 2025 Notes 2.875% for the 2029 Notes 3.700% for the 2049 Notes | |
| Price to Public (Issue Price) | 99.912% of the face amount for the 2025 Notes 99.879% of the face amount for the 2029 Notes 99.389% of the face amount for the 2049 Notes | |
| Yield to Maturity | 2.393% for the 2025 Notes 2.889% for the 2029 Notes 3.734% for the 2049 Notes | |
| Spread to Benchmark Treasury | T + 108 basis points for the 2025 Notes T + 143 basis points for the 2029 Notes T + 178 basis points for the 2049 Notes | |
| Benchmark Treasury | 1.250% due August 31, 2024 for the 2025 Notes 1.625% due August 15, 2029 for the 2029 Notes 2.875% due May 15, 2049 for the 2049 Notes | |
| Benchmark Treasury Price / Yield | 99-221⁄4 / 1.313% for the 2025 Notes 101-17 / 1.459 % for the 2029 Notes 120-21+ / 1.954% for the 2049 Notes | |
| Interest Payment Dates | January 15 and July 15, commencing January 15, 2020 for the 2025 Notes September 15 and March 15, commencing March 15, 2020 for the 2029 Notes September 15 and March 15, commencing March 15, 2020 for the 2049 Notes | |
| Optional Redemption Provisions | For the 2025 Notes: Prior to December 15, 2024 (the date that is one month prior to the maturity date), make-whole call at Treasury rate plus 20 basis points; par call at any time on or after December 15, 2024
For the 2029 Notes: Prior to June 15, 2029 (the date that is three months prior to the maturity date), make-whole call at Treasury rate plus 25 basis points; par call at any time on or after June 15, 2029
For the 2049 Notes: Prior to March 15, 2049 (the date that is six months prior to the maturity date), make-whole call at Treasury rate plus 30 basis points; par call at any time on or after March 15, 2049 | |
| Denomination | $1,000 and integral multiples of $1,000 in excess thereof | |
| Day Count Convention | 30/360 | |
| Payment Business Days | New York | |
| CUSIP/ISIN Number | 036752 AJ2 / US036752AJ29 for the 2025 Notes 036752 AL7 / US036752AL74 for the 2029 Notes | |
| Joint Book-Running Managers | BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Barclays Capital Inc.(2029 Notes) Morgan Stanley & Co. LLC(2049 Notes) Wells Fargo Securities, LLC(2025 Notes) | |
| SeniorCo-Managers | Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |
| JuniorCo-Managers | Fifth Third Securities, Inc. HSBC Securities (USA) Inc. PNC Capital Markets LLC UBS Securities LLC |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
It is expected that delivery of the notes will be made against payment thereof on or about September 9, 2019, which will be the third business day following the date of the pricing of the notes (such settlement being referred to as “T+3”). Under Rule15c6-1 under the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date hereof will be required, by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates (FileNo. 333-221824). Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the Offering will arrange to send you the base prospectus and the Preliminary Prospectus Supplement if you request them by calling BofA Securities, Inc. at1-800-294-1322, Goldman Sachs & Co. LLC at1-866-471-2526 or J.P. Morgan Securities LLC collect at1-212-834-4533.
This communication should be read in conjunction with the Preliminary Prospectus Supplement and the accompanying base prospectus. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying base prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying base prospectus.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
