Cigna Announces Exchange Offers, Consent Solicitations for Senior Notes of Cigna Holding Company

BLOOMFIELD, Connecticut, Sept. 26 -- Cigna, a health service company, issued the following news release:

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- Express Scripts Holding Company and Medco Health Solutions

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Cigna Corporation (NYSE: CI) (" Cigna ") today announced the commencement of private offers to exchange (each, an " Exchange Offer " and, collectively, the " Exchange Offers ") any and all of certain outstanding notes issued by Cigna's wholly-owned subsidiaries, Cigna Holding Company, Express Scripts Holding Company and Medco Health Solutions, Inc. (collectively, the " Existing Notes ") for (1) new senior notes to be issued by Cigna (the " New Cigna Notes ") and (2) cash, subject to the terms and conditions set forth in Cigna's confidential offering memorandum and consent solicitation statement, dated September 26, 2019 (the " Offering Memorandum and Consent Solicitation Statement ").

In connection with the Exchange Offers, Cigna is also soliciting consents (each, a " Consent Solicitation " and, collectively, the " Consent Solicitations " and, together with the Exchange Offers, the " Exchange Offers and Consent Solicitations ") from holders of the Existing Notes to amend (collectively, the " Proposed Amendments ") the indentures governing the Existing Notes (each, an " Existing Indenture " and, collectively, the " Existing Notes Indentures ") to eliminate certain of the covenants, restrictive provisions, reporting requirements, events of default and related provisions therein, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement. If the Proposed Amendments are adopted, certain terms of the Existing Notes will be less restrictive and will afford reduced protection to holders of the Existing Notes compared to those terms and protections currently in the indenture governing Cigna's existing senior notes or those terms and protections that will be applicable to the New Cigna Notes. Other than with respect to the 8.30% 2023 notes issued by Cigna Holding Company, the 7.65% 2023 notes issued by Cigna Holding Company, the 7.865% 2027 notes issued by Cigna Holding Company and the 8.30% 2033 step-down notes issued by Cigna Holding Company (collectively, the " Super-Majority Notes "), the consent of the holders of a majority of the aggregate principal amount of the Existing Notes outstanding of each series will be required in order to effectuate the Proposed Amendments to the Existing Indenture for each such series. With respect to the Super-Majority Notes, the consent of holders of 662/3% of the aggregate principal amount of the Super-Majority Notes outstanding of each series will be required in order to effectuate the Proposed Amendments to the Existing Indenture for each series.

The following table sets forth each series of Existing Notes subject to the Exchange Offers and Consent Solicitations and the "Exchange Consideration", the "Early Tender Premium" and the "Total Exchange Consideration" offered in the Exchange Offers.

Cigna Holding Company Notes

To view the table, click here: https://www.cigna.com/newsroom/news-releases/2019/cigna-corporation-announces-exchange-offers-and-consent-solicitations

(1) For each $1,000 principal amount of the Existing Notes (as defined herein) accepted for exchange.

(2) Includes the Early Tender Premium (as defined herein).

(3) The interest rate on these notes will step-down to 8.08% on January 15, 2023.

The Exchange Offers and Consent Solicitations are being made only to Eligible Holders (as defined below). Eligible Holders must validly tender (and not validly withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on October 9, 2019 (the " Early Tender Date "), in order to be eligible to receive the applicable "Early Tender Premium" shown in the table above. Existing Notes tendered after the Early Tender Date but prior to the Expiration Date (as defined below) will only be eligible to receive the applicable "Exchange Consideration" shown in the table above. Eligible Holders of Existing Notes may deliver their consent to the Proposed Amendments to the corresponding Existing Indenture for such series pursuant to the Consent Solicitations only by tendering Existing Notes of the applicable series in the applicable Exchange Offer. Eligible Holders may not deliver a consent pursuant to the Consent Solicitations without tendering Existing Notes in the applicable Exchange Offer. If an Eligible Holder tenders Existing Notes in an Exchange Offer, such Eligible Holder will also be delivering its consent, with respect to the principal amount of such tendered Existing Notes, to the Proposed Amendments. Tenders may be validly withdrawn at any time on or prior to 5:00 p.m., New York City time, on October 9, 2019, but not thereafter, unless required by law.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on November 4, 2019 (the " Expiration Date "). The settlement date for the Exchange Offers and Consent Solicitations will occur promptly after the Expiration Date (the " Final Settlement Date "), subject to all conditions to the Exchange Offers and Consent Solicitations having been satisfied or waived by Cigna. Cigna may elect to have an early settlement for any or all series of Existing Notes and issue the New Cigna Notes with respect to such Existing Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) at any time after the Early Tender Date and prior to the Final Settlement Date (such date, the " Early Settlement Date "), subject to all conditions to the Exchange Offers and Consent Solicitations having been satisfied or waived by Cigna. If elected, such Early Settlement Date would not be expected to occur earlier than October 11, 2019.

Each series of New Cigna Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Notes accepted in the Exchange Offers and the Consent Solicitations; provided that interest will only accrue with respect to the aggregate principal amount of New Cigna Notes an Eligible Holder receives, which will be less than the principal amount of Existing Notes tendered for exchange if such Eligible Holder tenders its Existing Notes after the Early Tender Date. Except as set forth in the preceding sentence, no accrued but unpaid interest will be paid with respect to Existing Notes tendered in the Exchange Offers and Consent Solicitations.

The New Cigna Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis, by each of Cigna Holding Company and Express Scripts Holding Company, subject to a guarantee release condition which will be set forth in the indenture governing the New Cigna Notes (the " Guarantee Release Condition "). The Guarantee Release Condition may be satisfied concurrent with or shortly after the issuance of the New Cigna Notes, or at any point thereafter.

The Exchange Offers and Consent Solicitations are conditioned on the satisfaction or waiver of certain customary conditions, as described in the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and Consent Solicitations are not conditioned upon any minimum amount of Existing Notes being tendered. Cigna may terminate, withdraw, amend or extend any or all of the Exchange Offers and/or Consent Solicitations.

The New Cigna Notes have not been registered under the Securities Act of 1933, as amended (the " Securities Act ") or any state or foreign securities laws. The New Cigna Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers and Consent Solicitations are only being made to persons who certify that they are (a) "Qualified Institutional Buyers", as such term is defined in Rule 144A under the Securities Act or (b) persons that are outside the United States and that are (i) not "U.S. persons," as such terms are defined in Rule 902 under the Securities Act and (ii) "non-U.S. qualified offerees", as such term is defined in the Eligibility Letter (as defined below) (such persons, " Eligible Holders "). As such, documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of Existing Notes who complete and return an eligibility letter (" Eligibility Letter ") confirming that they are Eligible Holders of Existing Notes. In addition, if an Eligible Holder of Existing Notes is a resident of Canada, such Eligible Holder must also certify that it is an "accredited investor," as such term is defined in the National Instrument 45-106--Prospectus Exemptions or Section 73.3(1) of the Securities Act (Ontario), as applicable, and is a "permitted client," as such term is defined in National Instrument 31-103--Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Cigna will enter into a registration rights agreement on the first issuance date of the New Cigna Notes, pursuant to which Cigna will agree to use its commercially reasonable efforts to file an exchange offer registration statement with the Securities and Exchange Commission (the " SEC ") to allow holders of New Cigna Notes to exchange their New Cigna Notes for the same principal amount of exchange notes of the same series, which will have terms identical in all material respects to such New Cigna Notes, except that the exchange notes will not contain transfer restrictions.

The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by Eligible Holders by contacting D.F. King Co., Inc., the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at: (800) 499-8541 (toll free) or: (212) 269-5550 (bankers and brokers call collect) or email at [email protected]. The Eligibility Letter is available electronically at: www.dfking.com/cigna.

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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 165 million customer relationships throughout the world.