ST. LOUIS, July 14, 2016 /PRNewswire/ -- Express Scripts
Holding Company (NASDAQ: ESRX) (the "Company" or "Express Scripts")
today announced the consideration payable in connection with 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 series of Notes are entitled to receive,
excluding accrued and unpaid interest, for their Notes exceeding
the applicable Aggregate Maximum Tender Amount set forth in the
table below. In addition, the Company has amended the Maximum
Tender Offers in respect of the 7.250% senior notes due 2019 (the
"2019 Notes") and the 6.125% senior notes due 2041 (the "2041
Notes") to increase the previously announced Aggregate Maximum
Tender Amounts from $187,500,000 and $310,000,000, respectively, to the respective
Aggregate Maximum Tender Amounts set forth in the table below. All
other terms of the Maximum Tender Offers, as previously announced,
remain unchanged.
The table below sets forth the Total Consideration for each
series of Notes.
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
(1)(2)
|
Total
Consideration
(1)(2)
|
7.125% senior notes
due 2018(3)
|
58405UAD4
|
$1,200,000,000
|
$450,000,000
|
0.625% UST due
06/30/18
|
FIT1
|
+70 bps
|
$30
|
$1,094.29
|
7.250% senior notes
due 2019(4)
|
302182AE0
|
$500,000,000
|
$188,770,941.82
|
0.875% UST due
06/15/19
|
FIT1
|
+75 bps
|
$30
|
$1,161.26
|
6.125% senior notes
due 2041(5)
|
30219GAG3
|
$700,000,000
|
$310,000,428.76
|
2.500% UST due
02/15/46
|
FIT1
|
+230 bps
|
$30
|
$1,233.43
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
Total Consideration
(as defined below) calculated on the basis of pricing for the
applicable U.S. Treasury Reference Security as of 2:00
p.m., New York City
time, on July 14, 2016, and is inclusive of the Early Tender
Payment.
|
(3)
|
Issuer: Medco Health
Solutions, Inc.
|
(4)
|
Issuer: Express
Scripts, Inc.
|
(5)
|
Issuer: The
Company.
|
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.
The Total Consideration for each $1,000 principal amount of a series of Notes was
determined at 2:00 p.m., New York City time, on July 14, 2016. Only holders of Notes who validly
tendered and did not validly withdraw their Notes at or prior to
5:00 p.m., New York City time, on July 13, 2016 (the "Early Tender Date") are
eligible to receive the Total Consideration for Notes accepted for
purchase. Holders will also receive accrued and unpaid interest on
Notes validly tendered by the Early Tender Date and accepted for
purchase from the last interest payment date up to, but not
including, the date the Company makes payment in same-day funds for
such Notes, which date is anticipated to be July 15, 2016. Withdrawal rights for the Maximum
Tender Offers expired at the Early Tender Date.
The Company will accept for purchase all 7.125% senior notes due
2018 and all 2019 Notes that have been tendered and not validly
withdrawn. Because the aggregate principal amount of the 2041 Notes
tendered and not validly withdrawn would result in an aggregate
amount that all holders of 2041 Notes are entitled to receive,
excluding accrued and unpaid interest, for their 2041 Notes
exceeding the applicable Aggregate Maximum Tender Amount, the
Company will not accept for purchase all 2041 Notes that have been
tendered. Rather, the Company will accept 2041 Notes on a prorated
basis, using a proration rate of approximately 0.7945. The Company
will accept for purchase the aggregate principal amount of 2041
Notes tendered by a holder multiplied by the proration rate and
then rounded down to the nearest $1,000 increment. In aggregate, the Company will
spend $902.0 million (excluding
accrued and unpaid interest) to purchase Notes that have been
validly tendered and not validly withdrawn as of the Early Tender
Date and accepted for purchase by the Company.
The Maximum Tender Offers expire at 11:59
p.m., New York City time,
on July 27, 2016, unless extended or
earlier terminated (such date and time, as the same may be
extended, the "Expiration Date"). Unless the Company increases the
Aggregate Maximum Tender Amount in respect of one or more of the
Maximum Tender Offers for the 2019 Notes and the 2041 Notes prior
to the Expiration Date, no 2019 Notes or 2041 Notes tendered after
the Early Tender Date will be accepted pursuant to the Maximum
Tender Offers. If the Company increases the Aggregate Maximum
Tender Amount in respect of one or more Maximum Tender Offers for
the 2019 Notes and the 2041 Notes, the Company will purchase an
additional amount of remaining 2019 Notes or 2041 Notes that have
been validly tendered in such Maximum Tender Offers at or prior to
the Expiration Date, promptly following the Expiration Date.
Holders of Notes who validly tender their Notes after the Early
Tender Date but prior to or at the Expiration Date will be eligible
to receive an amount equal to the Total Consideration minus
the Early Tender Payment.
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