BLOOMFIELD, Conn., March 17, 2020 /PRNewswire/ -- Cigna Corporation
(NYSE: CI) announced today the results as of 5:00 p.m., New York
City time, on March 17, 2020
(the "Early Tender Date") of its previously announced
offers to purchase for cash (1) up to $500,000,000 of Cigna Holding Company's 4.000%
Senior Notes due 2022, Cigna Corporation's 4.000% Senior Notes due
2022, Express Scripts Holding Company's 3.900% Senior Notes due
2022 and Cigna Corporation's 3.900% Senior Notes due 2022
(collectively, the "2022 Existing Notes," and such
tender offer, the "2022 Notes Tender Offer") and (2)
up to $950,000,000 of Cigna Holding
Company's 7.650% Senior Notes due 2023, Cigna Corporation's 7.650%
Senior Notes due 2023 and 3.750% Senior Notes due 2023, Express
Scripts Holding Company's 3.000% Senior Notes due 2023 and Cigna
Corporation's 3.000% Senior Notes due 2023 (collectively, the
"2023 Existing Notes," and such tender offer, the
"2023 Notes Tender Offer"), in each case, validly
tendered and accepted by Cigna, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 4, 2020 and the related Letter of
Transmittal (collectively, the "Offer to Purchase").
The 2022 Existing Notes and the 2023 Existing Notes are referred to
collectively as the "Securities" and the 2022 Notes
Tender Offer and the 2023 Notes Tender Offer are referred to
collectively as the "Tender Offers."
The Company has been advised by the tender and information agent
that, as of the Early Tender Date, the amounts set forth in the
tables below of each series of Securities had been validly tendered
and not validly withdrawn. The amount of each series of Securities
that is to be accepted for purchase as of the Early Tender Date
will be determined in accordance with the acceptance priority
levels and the proration procedures described in the Offer to
Purchase. As set forth in the tables below, in connection with the
2022 Notes Tender Offer, it is expected that all of Cigna Holding
Company's 4.000% Senior Notes due 2022 and Cigna Corporation's
4.000% Senior Notes due 2022 validly tendered and not validly
withdrawn will be accepted for purchase and will not be subject to
proration, and Express Scripts Holding Company's 3.900% Senior
Notes due 2022 validly tendered and not validly withdrawn will be
subject to a proration factor of approximately 50.0%. The Company
does not expect to accept any of Cigna Corporation's 3.900% Senior
Notes due 2022 for purchase. As set forth in the tables below, in
connection with the 2023 Notes Tender Offer, it is expected that
all of Cigna Holding Company's 7.650% Senior Notes due 2023 and
Cigna Corporation's 7.650% Senior Notes due 2023 validly tendered
and not validly withdrawn will be accepted for purchase and will
not be subject to proration, and Cigna Corporation's 3.750% Senior
Notes due 2023 validly tendered and not validly withdrawn will be
subject to a proration factor of approximately 33.5%. The Company
does not expect to accept any of Express Scripts Holding Company's
3.000% Senior Notes due 2023 and Cigna Corporation's 3.000% Senior
Notes due 2023 for purchase. The Company has also elected not to
exercise its Aggregate Maximum Principal Amount Allocation (as
defined in the Offer to Purchase) in connection with the Tender
Offers.
The following table summarizes the early results for the Tender
Offers:
2022 Notes Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted
|
Acceptance
Priority
Level
|
Early Tender
Payment(a)
|
Fixed
Spread
(bps)
|
Reference U.S.
Treasury
Security
|
Cigna Holding
Company's 4.000% Senior Notes due 2022*
|
125509BS7
|
$81,552,000
|
$81,552,000
|
1
|
$30
|
35
|
2.000% U.S. Treasury
Notes due November 15, 2021
|
Cigna Corporation's
4.000% Senior Notes due 2022*
|
125523AN0;
U1716AAB3
|
$391,645,000
|
$391,645,000
|
2
|
$30
|
35
|
2.000% U.S. Treasury
Notes due November 15, 2021
|
Express Scripts
Holding Company's 3.900% Senior Notes due 2022
|
30219GAF5
|
$54,735,000
|
$26,480,000
|
3
|
$30
|
40
|
2.000% U.S. Treasury
Notes due February 15, 2022
|
Cigna Corporation's
3.900% Senior Notes due 2022
|
125523BQ2;
U1716AAQ0
|
$495,206,000
|
$0
|
4
|
$30
|
40
|
2.000% U.S. Treasury
Notes due February 15, 2022
|
_____________________________
|
(a)
|
Per $1,000 principal
amount.
|
*
|
Denotes a series of
Securities for which the calculation of the applicable Total
Consideration (as defined in the Offer to Purchase) will be
performed using the present value of such Securities as determined
at the Price Determination Time (as defined in the Offer to
Purchase) as if the principal amount of Securities had been due on
the applicable par call date of such series rather than the
maturity date.
|
2023 Notes Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount Tendered
|
Principal
Amount
Accepted
|
Acceptance
Priority
Level
|
Early Tender
Payment(a)
|
Fixed
Spread
(bps)
|
Reference U.S.
Treasury Security
|
Cigna Holding
Company's 7.650% Senior Notes due 2023
|
125509AH2
|
$5,812,000
|
$5,812,000
|
1
|
$30
|
65
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
Cigna Corporation's
7.650% Senior Notes due 2023
|
125523AS9;
U1716AAD9
|
$31,114,000
|
$31,114,000
|
2
|
$30
|
65
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
Cigna Corporation's
3.750% Senior Notes due 2023*
|
125523AF7; 40573LAL0;
U4058LAF0
|
$2,726,072,000
|
$913,074,000
|
3
|
$30
|
55
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
Express Scripts
Holding Company's 3.000% Senior Notes due 2023*
|
30219GAQ1
|
$25,021,000
|
$0
|
4
|
$30
|
55
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
Cigna Corporation's
3.000% Senior Notes due 2023*
|
125523BU3;
U1716AAS6
|
$603,224,000
|
$0
|
5
|
$30
|
55
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
____________________________
|
(a)
|
Per $1,000 principal
amount.
|
*
|
Denotes a series of
Securities for which the calculation of the applicable Total
Consideration will be performed using the present value of such
Securities as determined at the Price Determination Time as if the
principal amount of Securities had been due on the applicable par
call date of such series rather than the maturity date.
|
It is anticipated that payment for the Securities that were
validly tendered and accepted for purchase as of the Early Tender
Date will be made on March 19,
2020.
The Tender Offers will expire at 11:59
p.m., New York City Time, on March
31, 2020. Because the Tender Offers have been fully
subscribed as of the Early Tender Date, the Company does not expect
to accept for purchase any Securities tendered by holders after the
Early Tender Date.
Additional Information
BofA Securities, Goldman Sachs & Co. LLC and Morgan Stanley
& Co. 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 BofA Securities at (980) 387-3907 (collect) or (888)
292-0070 (toll-free), Goldman Sachs & Co. LLC at (917) 343-9660
(collect) or (800) 828-3182 (toll-free) and Morgan Stanley &
Co. LLC at (212) 761-1057 (collect) or (800) 624-1808
(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. by calling toll-free
at (800) 499-8541 (banks and brokers may call collect at (212)
269-5550) or email 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 Cigna
Cigna Corporation (NYSE: CI) is a global health service company
dedicated to improving the health, well-being and peace of mind of
those we serve. Cigna delivers choice, predictability,
affordability and access to quality care through integrated
capabilities and connected, personalized solutions that advance
whole person health. All products and services are provided
exclusively by or through operating subsidiaries of Cigna
Corporation, including Cigna Health and Life Insurance Company,
Cigna Life Insurance Company of New
York, Connecticut General Life Insurance Company, Express
Scripts companies or their affiliates, and Life Insurance Company
of North America. Such products
and services include an integrated suite of health services, such
as medical, dental, behavioral health, pharmacy, vision,
supplemental benefits, and other related products including group
life, accident and disability insurance.
Cigna maintains sales capability in over 30 countries and
jurisdictions, and has more than 170 million customer relationships
throughout the world.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release may contain forward-looking statements.
Forward-looking statements are based on our 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," "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, 2019, 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 that 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. Cigna 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:
William McDowell
215-761-4198
william.mcdowell2@cigna.com
MEDIA CONTACT:
Ellie Polack
860-902-4906
elinor.polack@cigna.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/cigna-corporation-announces-early-results-of-tender-offers-for-up-to-1-45-billion-in-aggregate-principal-amount-of-outstanding-notes-301025893.html
SOURCE Cigna