BLOOMFIELD, Conn., March 18, 2020 /PRNewswire/ -- Cigna Corporation
(NYSE: CI) announced today the pricing terms 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."
As previously announced in the Company's press release dated
March 17, 2020, in accordance with
the acceptance priority levels and the proration procedures
described in the Offer to Purchase, the Company accepted for
purchase the amounts set forth below in the tables of each series
of Securities that had been validly tendered and not validly
withdrawn as of 5:00 p.m.,
New York City time, on
March 17, 2020 (the "Early
Tender Date").
The "Total Consideration" payable per $1,000 principal amount of each series of
Securities validly tendered and accepted for purchase was
determined by the Dealer Managers (as named below) based on a
spread over a reference U.S. Treasury Security, as set forth in the
tables below, in accordance with standard market practice as of
9:00 a.m., New York City time, on March 18, 2020 (the "Price Determination
Time") and, as set forth in the tables below, includes an Early
Tender Payment of $30. However, as
previously announced, because the Tender Offers have been fully
subscribed as of the Early Tender Date, the Company does not expect
to accept any of Cigna Corporation's 3.900% Senior Notes due 2022,
Express Scripts Holding Company's 3.000% Senior Notes due 2023 and
Cigna Corporation's 3.000% Senior Notes due 2023 for purchase.
The following table summarizes the material pricing terms for
the Tender Offers:
2022 Notes Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount
Accepted
|
Acceptance
Priority
Level
|
Early Tender
Payment(a)
|
Fixed
Spread
(bps)
|
Reference
U.S.
Treasury
Security
|
Reference
Yield
(Determined
on March 18,
2020 at 9:00
a.m.)
|
Total
Consideration(a)(b)
|
Cigna Holding Company's
4.000% Senior Notes due 2022*
|
125509BS7
|
$81,552,000
|
1
|
$30
|
35
|
2.000% U.S. Treasury
Notes due November 15, 2021
|
0.579%
|
$1,050.34
|
Cigna Corporation's
4.000% Senior Notes due 2022*
|
125523AN0; U1716AAB3
|
$391,645,000
|
2
|
$30
|
35
|
2.000% U.S. Treasury
Notes due November 15, 2021
|
0.579%
|
$1,050.34
|
Express Scripts Holding
Company's 3.900% Senior Notes due 2022
|
30219GAF5
|
$26,480,000
|
3
|
$30
|
40
|
2.000% U.S. Treasury
Notes due February 15, 2022
|
0.615%
|
$1,054.30
|
Cigna Corporation's
3.900% Senior Notes due 2022
|
125523BQ2; U1716AAQ0
|
$0
|
4
|
$30
|
40
|
2.000% U.S. Treasury
Notes due February 15, 2022
|
0.615%
|
$1,054.30
|
|
|
|
|
|
|
|
|
(a)
|
Per $1,000 principal
amount.
|
(b)
|
Total Consideration
is based on the Fixed Spread for the applicable series of
Securities to the yield of the Reference U.S. Treasury Security for
that series as of 9:00 a.m., New York City time, on March 18, 2020.
The Total Consideration excludes accrued and unpaid interest on the
Securities accepted for purchase and includes an Early Tender
Payment of $30.
|
*
|
Denotes a series of
Securities for which the calculation of the applicable Total
Consideration was 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.
|
2023 Notes Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount Accepted
|
Acceptance
Priority
Level
|
Early
Tender
Payment(a)
|
Fixed
Spread
(bps)
|
Reference
U.S.
Treasury
Security
|
Reference
Yield
(Determined
on March 18,
2020 at 9:00
a.m.)
|
Total
Consideration(a)(b)
|
Cigna Holding Company's
7.650% Senior Notes due 2023
|
125509AH2
|
$5,812,000
|
1
|
$30
|
65
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
0.653%
|
$1,183.09
|
Cigna Corporation's
7.650% Senior Notes due 2023
|
125523AS9;
U1716AAD9
|
$31,114,000
|
2
|
$30
|
65
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
0.653%
|
$1,183.09
|
Cigna Corporation's
3.750% Senior Notes due 2023*
|
125523AF7;
40573LAL0;
U4058LAF0
|
$913,074,000
|
3
|
$30
|
55
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
0.653%
|
$1,080.66
|
Express Scripts Holding
Company's 3.000% Senior Notes due 2023*
|
30219GAQ1
|
$0
|
4
|
$30
|
55
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
0.653%
|
$1,055.53
|
Cigna Corporation's
3.000% Senior Notes due 2023*
|
125523BU3;
U1716AAS6
|
$0
|
5
|
$30
|
55
|
1.375% U.S. Treasury
Notes due February 15, 2023
|
0.653%
|
$1,055.53
|
|
|
|
|
|
|
|
|
(a)
|
Per $1,000 principal
amount.
|
(b)
|
Total Consideration
is based on the Fixed Spread for the applicable series of
Securities to the yield of the Reference U.S. Treasury Security for
that series as of 9:00 a.m., New York City time, on March 18, 2020.
The Total Consideration excludes accrued and unpaid interest on the
Securities accepted for purchase and includes an Early Tender
Payment of $30.
|
*
|
Denotes a series of
Securities for which the calculation of the applicable Total
Consideration was 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.
|
As previously announced, 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. As previously announced, 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
1 (215) 761-4198
william.mcdowell2@cigna.com
Media Contact
Ellie
Polack
1 (860) 902-4906
elinor.polack@cigna.com
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