The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed pursuant to rule 424(b)(3)
Registration No. 333-236877
Subject to completion, dated March 1, 2021
Preliminary Prospectus Supplement
(To Prospectus dated March 4, 2020)
$
Cigna Corporation
$ % Senior Notes due 20
$ % Senior Notes due 20
$ % Senior Notes due 20
$ % Senior Notes due 20
We are offering $ of our % Senior Notes due 20 (the “ -Year Notes”), $ of our % Senior Notes due 20 (the “ -Year Notes”), $ of our % Senior Notes due 20 (the “ -Year Notes”) and $ of our % Senior Notes due 20 (the “ -Year Notes” and, together with the -Year Notes, the -Year Notes and the -Year Notes, the “Notes”).
The -Year Notes will bear interest at the rate of % per year. Interest on the -Year Notes is payable on and of each year, beginning , 2021. The -Year Notes will mature on , 20 . The -Year Notes will bear interest at the rate of % per year. Interest on the -Year Notes is payable on and of each year, beginning , 2021. The -Year Notes will mature on , 20 . The -Year Notes will bear interest at the rate of % per year. Interest on the -Year Notes is payable on and of each year, beginning , 2021. The -Year Notes will mature on , 20 . The -Year Notes will bear interest at the rate of % per year. Interest on the -Year Notes is payable on and of each year, beginning , 2021. The -Year Notes will mature on , 20 . We may redeem the Notes, in whole or in part, as described under the caption “Description of the Notes—Optional Redemption” in this prospectus supplement. If a change of control triggering event as described in this prospectus supplement under the caption “Description of the Notes—Change of Control Offer” occurs with respect to the -Year Notes, the -Year Notes, the -Year Notes or the -Year Notes, we will be required to offer to repurchase all of the -Year Notes, the -Year Notes, the -Year Notes or the -Year Notes, as applicable, at a repurchase price equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest to the date of repurchase.
The Notes will be our senior unsecured and unsubordinated obligations and will rank equally with all of our existing and future senior unsecured and unsubordinated indebtedness and senior to all of our future subordinated indebtedness. The Notes will effectively rank junior to any of our existing and future secured indebtedness to the extent of the assets securing that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of our subsidiaries.
We intend to use the net proceeds from this offering, together with cash on hand and/or borrowings under our commercial paper facility, to redeem approximately $ in aggregate principal amount of our existing outstanding notes, including all outstanding principal amounts under our 3.400% Senior Notes due 2021, 4.000% Senior Notes due 2022, 3.900% Senior Notes due 2022, Cigna Holding Company’s 4.000% Senior Notes due 2022 and Express Scripts Holding Company’s 3.900% Senior Notes due 2022, and a portion of our 3.750% Senior Notes due 2023 (collectively, the “Existing Notes” and such redemptions, the “Redemptions”) and to pay redemption premiums, accrued and unpaid interest and related expenses. The Redemptions are not contingent upon the closing of this offering, nor is the closing of this offering conditioned upon the consummation of the Redemptions. This prospectus supplement or the accompanying prospectus does not constitute a notice of redemption for the Existing Notes. We intend to use the remaining proceeds not applied in the Redemptions, if any, for general corporate purposes. The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
Investing in the Notes involves certain risks. See “Cautionary Note Regarding Forward-Looking Statements and Risk Factors” beginning on page S-
ii of this prospectus supplement and the other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Public offering price(1)%
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Underwriting discount%
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Proceeds, before expenses, to Cigna Corporation(1)%
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(1)
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Plus accrued interest, if any, from , 2021 to the date of delivery.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about , 2021.
Joint Book-Running Managers
Citigroup
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J.P. Morgan
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Wells Fargo Securities
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, 2021.