ST. LOUIS, Mo., July 28, 2016 /PRNewswire/ -- Express
Scripts Holding Company (NASDAQ: ESRX) (the "Company" or "Express
Scripts") today announced the final 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. The Maximum Tender
Offers were made pursuant to the terms and conditions set forth in
the offer to purchase, dated June 29,
2016, as amended by the Company's press releases dated
July 14, 2016 announcing the pricing
and the early tender results of the Maximum Tender Offers, 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 expiration date of 11:59
p.m., New York City time,
on July 27, 2016 (the "Expiration
Date"), according to information provided by Global Bondholder
Services Corporation, the depositary and information agent for the
Maximum Tender Offers, $368.6 million
aggregate principal amount of the 7.125% senior notes due 2018
("2018 Notes"), $162.6 million
aggregate principal amount of the 7.250% senior notes due 2019
("2019 Notes") and $316.5 million
aggregate principal amount of the 6.125% senior notes due 2041
("2041 Notes") had been validly tendered and not validly withdrawn
in the Maximum Tender Offers. This includes $0.1 million aggregate principal amount of
2018 Notes that were validly tendered and not validly withdrawn
following the early tender date of 5:00
p.m., New York City time,
on July 13, 2016 (the "Early Tender
Date"). No additional 2019 Notes or 2041 Notes were tendered
following the Early Tender Date. The table below sets forth the
aggregate principal amount and percentage of Notes of each series
validly tendered and not validly withdrawn.
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Aggregate
Maximum
Tender Amount
|
Principal Amount
Tendered at
Expiration Date
|
2018
Notes(1)
|
58405UAD4
|
$1,200,000,000
|
$450,000,000
|
$368,608,000
|
2019
Notes(2)
|
302182AE0
|
$500,000,000
|
$187,500,000
|
$162,557,000
|
2041
Notes(3)
|
30219GAG3
|
$700,000,000
|
$310,000,000
|
$316,523,000
|
(1)
|
Issuer: Medco
Health Solutions, Inc.
|
(2)
|
Issuer:
Express Scripts, Inc.
|
(3)
|
Issuer: The
Company.
|
The Company has accepted for purchase all 2018 Notes and all
2019 Notes that have been tendered and not validly withdrawn.
Because the aggregate principal amount of 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 set forth in the table above, the
Company has not accepted for purchase all 2041 Notes that have been
tendered. Rather, the Company has accepted 2041 Notes on a prorated
basis, using a proration rate of approximately 0.7945. In
aggregate, the Company will spend $902.1
million (excluding accrued and unpaid interest) to purchase
Notes that have been validly tendered and not validly withdrawn and
accepted for purchase by the Company in the Maximum Tender
Offers.
Information Relating to the Maximum Tender Offers
BofA Merrill Lynch, Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC acted
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 acted 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).
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
July 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