Item 1.01
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Entry into a Material Definitive Agreement
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On November 30, 2017, Express Scripts
Holding Company (the Company), Express Scripts, Inc. and Medco Health Solutions, Inc. as guarantors (the Subsidiary Guarantors) and Wells Fargo Bank, National Association, as trustee (the Trustee), entered into a
Twenty-Second Supplemental Indenture (the Twenty-Second 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 2.600% Senior Notes due 2020 (the 2020 Fixed Rate Notes). $500 million aggregate principal amount of the 2020 Fixed Rate Notes were sold in a public offering pursuant to the Companys
Registration Statement on Form
S-3
(No.
333-221565)
(the Registration Statement) filed with the Securities and Exchange Commission (the
Commission). The Twenty-Second Supplemental Indenture includes the form of the 2020 Fixed Rate Notes. The 2020 Fixed Rate Notes will pay interest semiannually on May 30 and November 30, beginning on May 30, 2018, at a rate
of 2.600% per annum until November 30, 2020.
On November 30, 2017, the Company, the Subsidiary Guarantors, the Trustee and
Wells Fargo Bank, National Association, as calculation agent, entered into a Twenty-Third Supplemental Indenture (the Twenty-Third Supplemental Indenture) to the Base Indenture, relating to the Companys Floating Rate Senior Notes
due 2020 (the 2020 Floating Rate Notes). $400 million aggregate principal amount of the 2020 Floating Rate Notes were sold in a public offering pursuant to the Registration Statement. The Twenty-Third Supplemental Indenture includes
the form of the 2020 Floating Rate Notes. The 2020 Floating Rate Notes bear interest at a floating rate equal to three-month LIBOR plus 0.750%. The 2020 Floating Rate Notes will pay interest quarterly on March 1, May 30, August 30 and
November 30, beginning on March 1, 2018, until November 30, 2020.
On November 30, 2017, the Company, the Subsidiary
Guarantors and the Trustee entered into a Twenty-Fourth Supplemental Indenture (the Twenty-Fourth Supplemental Indenture) to the Base Indenture, relating to the Companys 3.050% Senior Notes due 2022 (the 2022 Notes and,
together with the 2020 Fixed Rate Notes and the 2020 Floating Rate Notes, the Notes). $500 million aggregate principal amount of the 2022 Notes were sold in a public offering pursuant to the Registration Statement. The Twenty-Fourth
Supplemental Indenture includes the form of the 2022 Notes. The 2022 Notes will pay interest semiannually on May 30 and November 30, beginning on May 30, 2018, at a rate of 3.050% per annum until November 30, 2022.
The Company intends to use a portion of the net proceeds from the sale of the Notes (i) to repay approximately $400 million in
outstanding principal amount of the Companys existing five-year term loan in an outstanding aggregate principal amount of $2.625 billion, (ii) to fund a portion of the purchase price of the Companys acquisition of
privately-held eviCore healthcare and (iii) for general corporate purposes, which may include repurchases of the Companys common stock under the Companys share repurchase program pursuant to open market transactions, block trades,
privately negotiated transactions, accelerated share repurchase programs or other means or a combination of the aforementioned.
The Twenty-Second Supplemental Indenture is filed herewith as Exhibit 4.1, the Twenty-Third
Supplemental Indenture is filed herewith as Exhibit 4.2 and the Twenty-Fourth Supplemental Indenture is filed herewith as Exhibit 4.3. The descriptions of the Twenty-Second Supplemental Indenture, the Twenty-Third Supplemental Indenture and the
Twenty-Fourth Supplemental Indenture herein are qualified by reference thereto.