Item 1.01 Entry into a Material Definitive Agreement
(a)
Supplemental Indentures
On July 5, 2016, Express Scripts Holding Company (the Company), certain subsidiaries of the Company named therein (the
Subsidiary Guarantors) and Wells Fargo Bank, National Association, as trustee (the Trustee), entered into an Eighteenth Supplemental Indenture (the Eighteenth Supplemental Indenture) to the Indenture dated
November 21, 2011 (the Base Indenture), among the Company, certain subsidiaries of the Company named therein and the Trustee, relating to the Companys 3.000% Senior Notes due 2023 (the 2023 Notes). $1,000 million
aggregate principal amount of the 2023 Notes were sold in a public offering pursuant to the Companys Registration Statement on Form S-3 (No. 333-196442), as amended (the Registration Statement), filed with the Securities and
Exchange Commission (the Commission). The Eighteenth Supplemental Indenture includes the form of the 2023 Notes. The 2023 Notes will pay interest semiannually on January 15 and July 15, beginning on January 15, 2017 at a
rate of 3.000% per annum until July 15, 2023.
On July 5, 2016, the Company, the Subsidiary Guarantors and the Trustee
entered into a Nineteenth Supplemental Indenture (the Nineteenth Supplemental Indenture) to the Base Indenture, relating to the Companys 3.400% Senior Notes due 2027 (the 2027 Notes). $1,500 million aggregate principal
amount of the 2027 Notes were sold in a public offering pursuant to the Registration Statement. The Nineteenth Supplemental Indenture includes the form of the 2027 Notes. The 2027 Notes will pay interest semiannually on March 1 and
September 1, beginning on September 1, 2016 at a rate of 3.400% per annum until March 1, 2027.
On July 5, 2016,
the Company, the Subsidiary Guarantors and the Trustee entered into a Twentieth Supplemental Indenture (the Twentieth Supplemental Indenture) to the Base Indenture, relating to the Companys 4.800% Senior Notes due 2046 (the
2046 Notes and, together with the 2023 Notes and the 2027 Notes, the Notes). $1,500 million aggregate principal amount of the 2046 Notes were sold in a public offering pursuant to the Registration Statement. The Twentieth
Supplemental Indenture includes the form of the 2046 Notes. The 2046 Notes will pay interest semiannually on January 15 and July 15, beginning on January 15, 2017 at a rate of 4.800% per annum until July 15, 2046.
The Company intends to use a portion of the net proceeds from the sale of the Notes to (a) repay approximately $1,500 million principal amount
of its two-year $2,500 million term loan and (b) fund the purchase price and accrued and unpaid interest for the Companys previously announced tender offer to purchase for cash (i) any and all of the 2.650% Senior Notes due 2017 issued by
the Company (the Any and All Notes) and (ii) up to an aggregate principal amount of the 7.125% senior notes due 2018 issued by Medco Health Solutions, Inc., the 7.250% senior notes due 2019 issued by Express Scripts, Inc. and the
6.125% senior notes due 2041 issued by the Company that will not result in an aggregate amount that all holders of any such series of notes are entitled to receive, excluding accrued and unpaid interest, for their notes of such series that are
validly tendered and accepted for purchase in the tender offer exceeding the applicable Aggregate Maximum Tender Amount (defined below), and to fund the redemption price and accrued and unpaid interest for any of the Any and All Notes that remain
outstanding after the completion or termination of the tender offer. The Aggregate Maximum Tender Amount for the 7.125% senior notes due 2018 is $450,000,000. The Aggregate Maximum Tender Amount for the 7.250% senior notes due 2019 is $187,500,000.
The Aggregate Maximum Tender Amount
for the 6.125% senior notes due 2041 is $262,500,000. The Company intends to use the remaining proceeds for general corporate purposes, which may include the repayment of its other indebtedness,
working capital and repurchases of its common stock. Repurchases of the Companys common stock may be made pursuant to open market transactions, block trades, privately negotiated transactions, accelerated share repurchase programs or other
means or a combination of the aforementioned.
(b)
Underwriting Agreement
On June 29, 2016, the Company and the Subsidiary Guarantors entered into an Underwriting Agreement (the Underwriting
Agreement) with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters listed on Schedule A thereto, relating to the
sale by the Company of the Notes.
Some of the underwriters and their affiliates have, from time to time, performed, and may in the future
perform, various financial advisory and investment banking services for the Company and its affiliates, for which they have received or will receive compensation. An affiliate of the trustee acted as an underwriter in connection with the issuance of
the Notes.
The Underwriting Agreement is filed herewith as Exhibit 1.1, the Eighteenth Supplemental Indenture is filed herewith as
Exhibit 4.1, the Nineteenth Supplemental Indenture is filed herewith as Exhibit 4.2 and the Twentieth Supplemental Indenture is filed herewith as Exhibit 4.3. The descriptions of the Underwriting Agreement, the Eighteenth Supplemental Indenture, the
Nineteenth Supplemental Indenture and the Twentieth Supplemental Indenture herein are qualified by reference thereto.