ST. LOUIS, July 14, 2016 /PRNewswire/ -- Express Scripts
Holding Company (NASDAQ: ESRX) (the "Company" or "Express Scripts")
today announced the early tender results for its previously
announced tender offers (the "Maximum Tender Offers") to purchase
for cash up to an aggregate principal amount of the debt securities
listed in the table below (collectively, the "Notes" and each a
"series") 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
Maximum Tender Offers exceeding the applicable Aggregate Maximum
Tender Amount set forth in the table below. In addition, the
Company has amended the Maximum Tender Offers to increase the
previously announced Aggregate Maximum Tender Amount for its 6.125%
senior notes due 2041 from $262.5
million to $310.0 million. All
other terms of the Maximum Tender Offers, as previously announced,
remain unchanged. The Maximum Tender Offers were made pursuant to
the terms and conditions set forth in the offer to purchase, dated
June 29, 2016, and the related letter
of transmittal (as they may each be amended or supplemented from
time to time, the "Tender Offer Documents"). The Company refers
investors to the Tender Offer Documents for the complete terms and
conditions of the Maximum Tender Offers.
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on July 13, 2016 (the "Early Tender Date"),
according to information provided by Global Bondholder Services
Corporation, the depositary and information agent for the Maximum
Tender Offers, $368.5
million aggregate principal amount of the 7.125% senior notes
due 2018, $162.6
million aggregate principal amount of the 7.250% senior notes
due 2019 and $316.5
million aggregate principal amount of the 6.125% senior notes
due 2041 had been validly tendered and not validly withdrawn in the
Maximum Tender Offers. Withdrawal rights for the Notes expired at
5:00 p.m., New York City time, on July 13, 2016. The table below sets forth the
aggregate principal amount and percentage of Notes of each series
validly tendered and not validly withdrawn by the Early Tender
Date.
|
Title of
Security
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Aggregate Maximum
Tender Amount
|
U.S. Treasury
Reference Security
|
Bloomberg
Reference Page
|
Fixed
Spread
|
Early Tender
Payment
|
Principal Amount
Tendered at Early Tender Date
|
Percent Tendered
of Amount Out-standing
|
|
7.125% senior notes
due 2018(1)
|
58405UAD4
|
$1,200,000,000
|
$450,000,000
|
0.625% UST due
06/30/18
|
FIT1
|
+70
bps
|
$30
|
$368,508,000
|
30.71%
|
|
7.250% senior notes
due 2019(2)
|
302182AE0
|
$500,000,000
|
$187,500,000
|
0.875% UST due
06/15/19
|
FIT1
|
+75
bps
|
$30
|
$162,557,000
|
32.51%
|
|
6.125% senior notes
due 2041(3)
|
30219GAG3
|
$700,000,000
|
$310,000,000
|
2.500% UST due
02/15/46
|
FIT1
|
+230
bps
|
$30
|
$316,523,000
|
45.22%
|
|
(1)
Issuer: Medco Health Solutions, Inc.
|
|
(2)
Issuer: Express Scripts, Inc.
|
|
(3)
Issuer: The Company.
|
The "Total Consideration" for each series of Notes will be
determined in the manner described in the Tender Offer Documents at
2:00 p.m., New York City time, on July 14, 2016. Holders of Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Date are
eligible to receive the Total Consideration for any such Notes
accepted for purchase. Holders will also receive accrued and unpaid
interest on Notes validly tendered and accepted for purchase from
the last interest payment date up to, but not including, the date
the Company makes payment for such Notes, which the Company expects
to be July 15, 2016 in respect of
Notes tendered at or prior to the Early Tender Date and accepted
for purchase. Holders of Notes who validly tender their Notes after
the Early Tender Date but at or prior to 11:59 p.m., New York
City time, on July 27, 2016
will be eligible to receive only an amount equal to the Total
Consideration minus the Early Tender Payment set forth in the table
above for any such Notes accepted for purchase.
Information Relating to the Maximum Tender Offers
BofA Merrill Lynch, Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC are
acting as the lead dealer managers for the Maximum Tender Offers.
Investors with questions regarding the Maximum Tender Offers may
contact BofA Merrill Lynch at (888) 292-0070 or (980) 387-3907,
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
(212) 723-6106 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or
(212) 325-2476 (collect). Global Bondholder Services
Corporation is acting as the tender and information agent for the
Maximum Tender Offers and can be contacted at (866) 470-3900
(toll-free) or (212) 430-3774 (collect).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustees are making any recommendation as to whether holders
should tender any Notes in response to the Maximum Tender Offers,
and neither the Company nor any such other person has authorized
any person to make any such recommendation. Holders of the Notes
must make their own decision as to whether to tender any of their
Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the Notes and the Maximum Tender Offers do not constitute an offer
to buy or the solicitation of an offer to sell Notes in any
jurisdiction or in any circumstances in which such offer or
solicitation is unlawful. The full details of the Maximum Tender
Offers are included in the Tender Offer Documents.
About Express Scripts
Express Scripts puts medicine within reach of tens of millions
of people by aligning with plan sponsors, taking bold action and
delivering patient-centered care to make better health more
affordable and accessible.
Headquartered in St. Louis,
Express Scripts provides integrated pharmacy benefit management
services, including network-pharmacy claims processing, home
delivery pharmacy care, specialty pharmacy care, specialty benefit
management, benefit-design consultation, drug utilization review,
formulary management, and medical and drug data analysis
services. Express Scripts also distributes a full range of
biopharmaceutical products and provides extensive cost-management
and patient-care services.
For more information, visit Lab.Express-Scripts.com or follow
@ExpressScripts on Twitter.
SAFE HARBOR STATEMENT
This press release may contain forward-looking statements,
including, but not limited to, statements related to the Company's
plans, objectives, expectations (financial or otherwise) or
intentions. Actual results may differ materially from those
projected or suggested in any forward-looking statements. Factors
that may impact these forward-looking statements can be found in
the Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Company's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on
April 25, 2016, and Item 1A "Risk
Factors" in the Company's Annual Report on Form 10-K filed with the
SEC on February 16, 2016. A copy of
these documents can be found at the Investor Information section of
Express Scripts' web site at
http://www.express-scripts.com/corporate.
The Company does not undertake any obligation to release
publicly any revisions to such forward-looking statements to
reflect events or circumstances occurring after the date hereof or
to reflect the occurrence of unanticipated events.
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SOURCE Express Scripts Holding Company