BLOOMFIELD, Conn.,
Feb. 5,
2024 /PRNewswire/ -- The Cigna Group (NYSE: CI)
announced today that it has commenced tender offers to purchase for
cash (1) any and all of The Cigna Group's (the
"Company") 3.50% Senior Notes due 2024 and Evernorth
Health, Inc.'s ("Evernorth") 3.50% Senior Notes due
2024 (collectively, the "Any and All Notes," and such
tender offer, the "Any and All Tender Offer") and (2)
up to $1,250,000,000 aggregate
principal amount (the "Maximum Tender Offer Amount")
of the Company's 4.125% Senior Notes due 2025, the Company's 4.500%
Senior Notes due 2026, Evernorth's 4.500% Senior Notes due 2026,
the Company's 1.250% Senior Notes due 2026, the Company's 3.050%
Senior Notes due 2027, Cigna Holding Company's 3.050% Senior Notes
due 2027 and the Company's 2.400% Senior Notes due 2030
(collectively, the "Maximum Tender Offer Notes," and
such tender offer, the "Maximum Tender Offer"), in
each case, validly tendered and accepted by the Company, upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated February 5, 2024 (the
"Offer to Purchase"). The Any and All Notes and the
Maximum Tender Offer Notes are referred to collectively as the
"Securities" and the Any and All Tender Offer and the
Maximum Tender Offer are referred to collectively as the
"Tender Offers."
The Tender Offers
The following table summarizes the material pricing terms for
the Tender Offers:
Any and All Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount
Outstanding
|
Early Tender
Payment(a)
|
Fixed
Spread (bps)
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page
|
The Cigna Group's 3.50%
Senior Notes due 2024
|
125523BX7;
125523BW9;
U1716AAT4
|
$713,513,000
|
$30
|
20
|
0.250% U.S.
Treasury Notes
due June 15,
2024
|
FIT3
|
Evernorth Health,
Inc.'s 3.50% Senior Notes due 2024
|
30219GAK4
|
$286,478,000
|
$30
|
20
|
0.250% U.S.
Treasury Notes
due June 15,
2024
|
FIT3
|
(a) Per
$1,000 principal amount.
|
Maximum Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal Amount
Outstanding
|
Tender Sub-Cap
(a)
|
Acceptance
Priority
Level (b)
|
Early Tender Payment
(c)
|
Fixed
Spread (bps)
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page
|
The Cigna Group's
4.125% Senior Notes due 2025
|
125523AG5;
40573LAQ9;
U4058LAH6
|
$2,200,000,000
|
$900,000,000
|
1
|
$30
|
45
|
4.250% U.S.
Treasury Notes
due January 31,
2026
|
FIT1
|
The Cigna Group's
4.500% Senior Notes due 2026
|
125523BZ2;
125523BY5;
U1716AAU1
|
$1,234,360,000
|
2
|
$30
|
45
|
4.250% U.S.
Treasury Notes
due January 31,
2026
|
FIT1
|
Evernorth Health,
Inc.'s 4.500% Senior Notes due 2026
|
30219GAM0
|
$265,575,000
|
2
|
$30
|
45
|
4.250% U.S.
Treasury Notes
due January 31,
2026
|
FIT1
|
The Cigna Group's
1.250% Senior Notes due 2026
|
125523CP3
|
$800,000,000
|
$250,000,000
|
3
|
$30
|
45
|
4.250% U.S.
Treasury Notes
due January 31,
2026
|
FIT1
|
The Cigna Group's
3.050% Senior Notes due 2027
|
125523AZ3;
125523AY6;
U1716AAG2
|
$549,660,000
|
4
|
$30
|
45
|
4.000% U.S.
Treasury Notes
due January 15, 2027
|
FIT1
|
Cigna Holding Company's
3.050% Senior Notes due 2027
|
125509BV0
|
$50,259,000
|
4
|
$30
|
45
|
4.000% U.S.
Treasury Notes
due January 15, 2027
|
FIT1
|
The Cigna Group's
2.400% Senior Notes due 2030
|
125523CL2
|
$1,500,000,000
|
$100,000,000
|
5
|
$30
|
75
|
4.000% U.S.
Treasury Notes
due January 31,
2029
|
FIT1
|
(a)
|
The 2025-2026 Tender
Sub-Cap (as defined below), the 2026-2027 Tender Sub-Cap (as
defined below) and the 2030 Tender Sub-Cap (as defined below)
represent the maximum aggregate principal amount of such series of
Maximum Tender Offer Notes that will be purchased within each
Tender Sub-Cap (as defined below). We reserve the right, but are
under no obligation, to increase, decrease or eliminate any Tender
Sub-Cap at any time, including on or after the Price Determination
Time (as defined below) and without extending the Early Tender Date
or the Withdrawal Deadline (each as defined below), subject to
compliance with applicable law.
|
(b)
|
We will accept the
Maximum Tender Offer Notes in the order of their respective
Acceptance Priority Level specified in the table above (each, an
"Acceptance Priority Level," with "1" being the highest Acceptance
Priority Level and "5" being the lowest Acceptance Priority Level),
upon the terms and subject to the conditions set forth in the Offer
to Purchase, including the Maximum Tender Offer Amount, the
2025-2026 Tender Sub-Cap, the 2026-2027 Tender Sub-Cap and the 2030
Tender Sub-Cap.
|
(c)
|
Per $1,000 principal
amount.
|
As further described in the Offer to Purchase, notwithstanding
the Maximum Tender Offer Amount, the Company will accept for
purchase (i) no more than $900,000,000 in aggregate principal amount (such
amount as it may be amended, the "2025-2026 Tender
Sub-Cap") of its 4.125% Senior Notes due 2025, its 4.500%
Senior Notes due 2026 and Evernorth's 4.500% Senior Notes due 2026
validly tendered, (ii) no more than $250,000,000 in aggregate principal amount (such
amount as it may be amended, the "2026-2027 Tender
Sub-Cap") of its 1.250% Senior Notes due 2026 Notes, its
3.050% Senior Notes due 2027 and Cigna Holding Company's 3.050%
Senior Notes due 2027 and (iii) no more than $100,000,000 in aggregate principal amount (such
amount as it may be amended, the "2030 Tender
Sub-Cap," together with the 2025-2026 Tender Sub-Cap and
the 2026-2027 Tender Sub-Cap, the "Tender Sub-Caps")
of its 2.400% Senior Notes due 2030. The Company will accept the
Maximum Tender Offer Notes in the order of their respective
Acceptance Priority Level as set forth in the table on the front
cover page of the Offer to Purchase, upon the terms set forth in
the Offer to Purchase, including the Maximum Tender Offer Amount
and the Tender Sub-Caps.
The Tender Offers will expire at 5:00
P.M., New York City Time, on March 5,
2024 (such time and date, as the same may be extended, the
"Expiration Date"). Securities tendered may be
withdrawn at any time at or prior to 5:00
P.M., New York City Time, on February
16, 2024 (such time and date, as the same may be extended,
the "Withdrawal Deadline") but not thereafter.
Holders of Securities who tender their Securities after the
Withdrawal Deadline may not withdraw their tendered
Securities.
Holders of each series of Securities that are validly tendered
prior to or at 5:00 P.M., New York
City Time, on February 16, 2024 (such
time and date, as the same may be extended, the "Early Tender
Date") and that are accepted for purchase will receive an
amount calculated in accordance with the respective formula
described in Annex 1 of the Offer to Purchase (such amount, the
"Total Consideration") that would reflect a yield to
the maturity date or the par call date, as applicable, of such
series of Securities equal to the sum of: (i) the Reference Yield
(as defined in the Offer to Purchase) for such series of
Securities, plus (ii) the fixed spread for such series of
Securities set forth in the tables on the front cover page of the
Offer to Purchase (each, a "Fixed Spread"), per
$1,000 principal amount of Securities
validly tendered and accepted for purchase. The sum of the
Reference Yield and the Fixed Spread is referred to as the
"Repurchase Yield." The Total Consideration with respect to each
series of Securities includes the Early Tender Payment (as defined
below). Holders of Securities that are validly tendered after the
Early Tender Date but prior to or at the Expiration Date and that
are accepted for purchase will receive in cash the Total
Consideration minus an amount (the "Early Tender
Payment") equal to the applicable amount set forth in the
tables above and in the Offer to Purchase under the heading "Early
Tender Payment." As described in the Offer to Purchase, the
Reference Yield for each series of Securities will be calculated by
the Dealer Managers at 10:00 A.M.,
New York City Time, on February 20,
2024 (such time and date, as the same may be extended, the
"Price Determination Time").
Payment for the Securities that are validly tendered prior to or
at the Early Tender Date and that are accepted for purchase may be
made, at the Company's option, on the date referred to as the
"Early Settlement Date." The Early Settlement Date, if it occurs,
will be promptly following the Early Tender Date. It is anticipated
that the Early Settlement Date, if it occurs, will be on or around
February 22, 2024, the third business
day after the Early Tender Date. If the Early Settlement Date
occurs, payment for the Securities that are validly tendered after
the Early Tender Date and prior to or at the Expiration Date and
that are accepted for purchase will be made on the date referred to
as the "Final Settlement Date." If no Early Settlement Date occurs,
then payment for all the Securities that are validly tendered at
any time prior to the Expiration Date and that are accepted for
purchase will be made on the Final Settlement Date. The Final
Settlement Date will be promptly following the Expiration Date. It
is anticipated that the Final Settlement Date for the Securities
will be on or around March 8, 2024,
the third business day after the Expiration Date.
Additional Information
The Company's obligation to accept for purchase and to pay for
Securities validly tendered and not withdrawn pursuant to the
Tender Offers is subject to the satisfaction or waiver of certain
conditions, which are more fully described in the Offer to
Purchase, including, among others, the receipt by the Company of
proceeds from a proposed issuance of securities generating net
proceeds in an amount that is sufficient to effect the repurchase
of the Securities validly tendered and accepted for purchase
pursuant to the Tender Offers, including the payment of any
premiums, accrued interest (as described below) and costs and
expenses incurred in connection therewith.
In addition to the applicable consideration described above, all
holders of Securities accepted for purchase will also receive
accrued and unpaid interest on Securities validly tendered and
accepted for purchase from the applicable last interest payment
date up to, but not including, the applicable settlement date.
J.P. Morgan Securities LLC, Deutsche Bank Securities Inc.,
Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC are the
Dealer Managers for the Tender Offers. D.F. King & Co.,
Inc. has been appointed as the tender agent and information agent
for the Tender Offers.
Persons with questions regarding the Tender Offers should
contact J.P. Morgan Securities LLC at (212) 834-3554 (collect) or
(866) 834-4666 (toll-free), Deutsche Bank Securities Inc. at (212)
250-2955 (collect) or (866) 627-0391 (toll-free), Goldman Sachs
& Co. LLC at (212) 902-5962 (collect) or (800) 828-3182
(toll-free) and Wells Fargo Securities, LLC at (704) 410-4759
(collect) or (866) 309-6316 (toll-free). The Offer to
Purchase will be distributed to holders of Securities promptly.
Holders who would like additional copies of the Offer to Purchase
may contact the information agent, D.F. King & Co., Inc. at
www.dfking.com/cigna, by calling toll-free at (888) 567-1626 (banks
and brokers may call collect at (212) 269-5550) or by email at
cigna@dfking.com.
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Tender Offers are being made
solely pursuant to the Offer to Purchase.
The Tender Offers do not constitute, and the Offer to Purchase
may not be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is
not permitted by law or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it
is unlawful to make such offer or solicitation.
About The Cigna Group
The Cigna Group (NYSE: CI) is a global health company committed
to creating a better future built on the vitality of every
individual and every community. We relentlessly challenge ourselves
to partner and innovate solutions for better health. The Cigna
Group includes products and services marketed under Evernorth
Health Services, Cigna Healthcare, or its subsidiaries. The Cigna
Group maintains sales capabilities in more than 30 countries and
jurisdictions, and has approximately 165 million customer
relationships around the world. Learn more at
www.thecignagroup.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release, and oral statements made in connection with
this release, may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on The Cigna Group's current
expectations and projections about future trends, events and
uncertainties. These statements are not historical facts.
Forward-looking statements may include, among others, statements
concerning an anticipated financing and other statements regarding
our future beliefs, expectations, plans, intentions, financial
condition or performance. You may identify forward-looking
statements by the use of words such as "believe," "expect,"
"project," "plan," "intend," "anticipate," "estimate," "predict,"
"potential," "may," "should," "will" or other words or expressions
of similar meaning, although not all forward-looking statements
contain such terms.
Forward-looking statements are subject to risks and
uncertainties, both known and unknown, that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. The discussions in our Annual Report on
Form 10-K for the year ended December 31,
2022, including the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections therein, as such discussions may be updated
from time to time in our periodic filings with the Securities and
Exchange Commission incorporated by reference in the Offer to
Purchase, include both expanded discussion of these factors and
additional risk factors and uncertainties that could affect the
matters discussed in the forward-looking statements. You should not
place undue reliance on forward-looking statements, which speak
only as of the date they are made, are not guarantees of future
performance or results, and are subject to risks, uncertainties and
assumptions that are difficult to predict or quantify. The Cigna
Group undertakes no obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required by law.
INVESTOR RELATIONS CONTACT:
Ralph Giacobbe
860-787-7968
Ralph.Giacobbe@TheCignaGroup.com
MEDIA CONTACT:
Justine Sessions
860-810-6523
Justine.Sessions@Evernorth.com
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SOURCE The Cigna Group