Cigna Announces Early Results of Debt Tender Offers

Business Wire

BLOOMFIELD, Conn.--(BUSINESS WIRE)-- Cigna Corporation (NYSE:CI) (the “Company”) announced today the results as of 5:00 p.m., New York City time, on September 18, 2017 (the “Early Tender Date”) of its previously announced offers to purchase for cash (the “Tender Offers”) up to $1,000,000,000 aggregate principal amount (the “Aggregate Maximum Principal Amount”) of its outstanding 8.300% Notes due 2023, 7.650% Notes due 2023, 7.875% Debentures due 2027, 8.300% Step Down Notes due 2033, 6.150% Notes due 2036, 5.875% Notes due 2041 and 5.375% Notes due 2042 (collectively, the “Securities”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 5, 2017 and the related Letter of Transmittal (collectively, the “Offer to Purchase”).

The Company has been advised by the tender agent that, as of the Early Tender Date, the amounts set forth in the table below of each series of Securities had been validly tendered and not validly withdrawn.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. It is expected that all of the 8.300% Step Down Notes due 2033, 6.150% Notes due 2036, 5.875% Notes due 2041 and 5.375% Notes due 2042 validly tendered and not validly withdrawn will be accepted for purchase and will not be subject to proration and the 7.875% Debentures due 2027 validly tendered and not validly withdrawn will be subject to a proration factor of approximately 20%. The Company will not accept any 8.300% Notes due 2023 or 7.650% Notes due 2023 for purchase.

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 based on a spread over a reference U.S. Treasury Security, as set forth in the table below, in accordance with standard market practice as of 2:00 p.m., New York City time, on September 18, 2017. The Total Consideration payable by the Company per $1,000 principal amount of Securities accepted for purchase has been set at $1,276.86 for its 8.300% Notes due 2023, $1,258.99 for its 7.650% Notes due 2023, $1,391.90 for its 7.875% Debentures due 2027, $1,480.26 for its 8.300% Step Down Notes due 2033, $1,319.29 for its 6.150% Notes due 2036, $1,314.38 for its 5.875% Notes due 2041 and $1,253.19 for its 5.375% Notes due 2042.

The following table summarizes the material pricing terms and early results for the Tender Offers:

Title of Security	CUSIP Numbers	Principal Amount Tendered	Acceptance Priority level	Early Tender Payment^(a)	Fixed Spread (bps)	Reference U.S. Treasury Security	Reference Yield (Determined on September 18, 2017, at 2:00 p.m.)	Total Consideration^{(a), (b)}
8.300% Step Down Notes Due 2033	125509BE8	$37,786,000	1	$30	115	3.000% U.S. Treasury Notes due May 2047	2.810%	$1,480.26
6.150% Notes Due 2036	125509BH1	$309,502,000	2	$30	98	3.000% U.S. Treasury Notes due May 2047	2.810%	$1,319.29
5.875% Notes Due 2041	125509BQ1	$179,477,000	3	$30	100	3.000% U.S. Treasury Notes due May 2047	2.810%	$1,314.38
5.375% Notes Due 2042	125509BT5	$432,718,000	4	$30	95	3.000% U.S. Treasury Notes due May 2047	2.810%	$1,253.19
7.875% Debentures Due 2027	125509AZ2	$206,799,000	5	$30	90	2.250% U.S. Treasury Notes due August 2027	2.238%	$1,391.90
8.300% Notes Due 2023	125509AG4	$1,535,000	6	$30	85	1.625% U.S. Treasury Notes due August 2022	1.832%	$1,276.86
7.650% Notes Due 2023	125509AH2	$44,177,000	7	$30	70	1.625% U.S. Treasury Notes due August 2022	1.832%	$1,258.99

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(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 2:00 p.m., New York City time, on September 18, 2017. The Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase.

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 September 19, 2017.

The Tender Offers will expire at 11:59 p.m., New York City time, on October 2, 2017, unless extended or earlier terminated. Because the Tender Offers have been fully subscribed as of the Early Tender Date, holders who tender Securities after the Early Tender Date will not have any of their Securities accepted for purchase.

Additional Information

HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc. 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 HSBC Securities (USA) Inc. at (212) 525-5552 (collect) or (888) HSBC-4LM (toll-free), J.P. Morgan Securities LLC at (212) 834-8553 (collect) or (866) 834-4666 (toll-free) and MUFG Securities Americas Inc. at (212) 405-7481 (collect) or (877) 744-4532 (toll-free). 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) 628-8532 (banks and brokers may call collect at (212) 269-5550) or email ci@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 helping people improve their health, well-being and sense of security. All products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation, including Connecticut General Life Insurance Company, Cigna Health and Life Insurance Company, Life Insurance Company of North America and Cigna Life Insurance Company of New York. 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 30 countries and jurisdictions, and has more than 95 million customer relationships throughout the world. To learn more about Cigna®, including links to follow us on Facebook or Twitter, visit www.cigna.com.

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, 2016 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 and June 30, 2017, 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 SEC 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. The Company 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.