Cigna Corporation Announces Early Results of Exchange Offers and Consent Solicitations for Senior Notes

BLOOMFIELD, Connecticut, Oct. 10 -- Cigna, a health service company, issued the following news release:

Cigna Corporation (NYSE:CI) (" Cigna ") today announced the early results of its previously announced (1) offers to Eligible Holders (as defined below) to exchange (the " Exchange Offers ") any and all of certain outstanding notes (collectively, the " Existing Notes ") issued by Cigna's wholly-owned subsidiaries: Cigna Holding Company, a Delaware corporation, Express Scripts Holding Company, a Delaware corporation, and Medco Health Solutions, Inc., a Delaware corporation (collectively, the " Subsidiary Issuers ") for (i) new senior notes to be issued by Cigna (collectively, the " New Cigna Notes ") and (ii) cash, and (2) solicitations of Eligible Holders of each series of Existing Notes to consent to Proposed Amendments (as defined below) to the indentures governing such Existing Notes (the " Consent Solicitations ").

The following table sets forth a summary of tenders and consents validly received and not withdrawn as of 5:00 p.m., New York City time on October 9, 2019 (the " Early Tender Date "), according to D.F. King & Co, Inc., the exchange agent and information agent for the Exchange Offers and Consent Solicitations:

See table here (https://www.cigna.com/newsroom/news-releases/2019/cigna-corporation-announces-early-results-of-exchange-offers-and-consent-solicitations-for-senior-notes)

Other than with respect to the 8.30% Notes due 2023 and the 7.65% Notes due 2023, Cigna has received the requisite consents from the holders of the Existing Notes to amend each of the indentures governing the Existing Notes to eliminate certain of the covenants, restrictive provisions, reporting requirements, events of default and related provisions therein (the " Proposed Amendments "), subject to the terms and conditions set forth in the offering memorandum and consent solicitation statement, dated as of September 26, 2019 (the " Offering Memorandum and Consent Solicitation Statement "). On the Early Settlement Date, the applicable Subsidiary Issuer and the applicable trustee for each series of Existing Notes (other than the trustee for the 8.30% Notes due 2023 and the 7.65% Notes due 2023) will enter into supplemental indenture(s) that will give effect to the Proposed Amendments to each series of Existing Notes (other than the 8.30% Notes due 2023 and the 7.65% Notes due 2023) and the Proposed Amendments will become operative. Cigna will accept for exchange all of the 8.30% Notes due 2023 and the 7.65% Notes due 2023 that have been tendered prior to the Early Tender Date in the Exchange Offers on the Early Settlement Date, thereby waiving the condition that the Exchange Offers for these two series of notes are conditioned on the completion of the Consent Solicitations for these two series of notes.

Notwithstanding the expected Early Settlement Date on October 11, 2019, Eligible Holders who did not tender at or prior to the Early Tender Date may still tender Existing Notes in the Exchange Offers until to 5:00 p.m., New York City time, on November 4, 2019 (the " Expiration Date "), unless the Exchange Offers are extended or terminated by Cigna. Any tenders after the Early Tender Date may not be withdrawn, unless required by law. As set forth in the Offering Memorandum and Consent Solicitation Statement, for each $1,000 principal amount of Existing Notes tendered after the Early Tender Date and before the Expiration Date, Eligible Holders will receive $970 principal amount of New Cigna Notes and no cash consideration.

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 is expected to be satisfied concurrently with the issuance of the New Cigna Notes on the Early Settlement Date.

Cigna expects to enter into a registration rights agreement on the Early Settlement Date, 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 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 (the " 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.

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 cigna@dfking.com. The Eligibility Letter is available electronically at: www.dfking.com/cigna.

About Cigna

Cigna Corporation 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.