Cigna Corporation Announces Exchange Offers and Consent Solicitations for Senior Notes of Cigna Holding Company, Express Scripts Holding Company and Medco Health Solutions, Inc.
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
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
Title of Series of Old Notes |
CUSIP |
Aggregate |
Title of Series of Notes to be Issued |
Exchange |
+ |
Early Tender Premium(1) |
= |
Total Exchange |
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New Cigna Notes (principal amount) |
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New Cigna Notes (principal amount) |
Cash |
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New Cigna Notes (principal amount) |
Cash |
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4.500% Notes due 2021 |
125509BP3 |
|
New Cigna 4.500% Notes due 2021 |
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4.000% Notes due 2022 |
125509BS7 |
|
New Cigna 4.000% Notes due 2022 |
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8.30% Notes due 2023 |
125509AG4 |
|
New Cigna 8.30% Notes due 2023 |
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7.65% Notes due 2023 |
125509AH2 |
|
New Cigna 7.65% Notes due 2023 |
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3.250% Notes due 2025 |
125509BU2 |
|
New Cigna 3.250% Notes due 2025 |
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7.875% Debentures due 2027 |
125509AZ2 |
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New Cigna 7.875% Notes due 2027 |
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3.050% Notes due 2027 |
125509BV0 |
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New Cigna 3.050% Notes due 2027 |
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8.30% Step-Down Notes due 2033(3) |
125509BE8 |
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New Cigna 8.30% Step-Down Notes due 2033 |
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6.150% Notes due 2036 |
125509BH1 |
|
New Cigna 6.150% Notes due 2036 |
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5.875% Notes due 2041 |
125509BQ1 |
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New Cigna 5.875% Notes due 2041 |
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5.375% Notes due 2042 |
125509BT5 |
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New Cigna 5.375% Notes due 2042 |
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3.875% Notes due 2047 |
125509BW8 |
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New Cigna 3.875% Notes due 2047 |
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Express Scripts Holding Company Notes
Title of Series of Old Notes |
CUSIP |
Aggregate |
Title of Series of Notes to be Issued |
Exchange |
+ |
Early Tender Premium(1) |
= |
Total Exchange |
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|
|
|
|
New Cigna Notes (principal amount) |
|
New Cigna Notes (principal amount) |
Cash |
|
New Cigna Notes (principal amount) |
Cash |
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3.300% Senior Notes due 2021 |
30219GAL2 |
|
New Cigna 3.300% Notes due 2021 |
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4.750% Senior notes due 2021 |
30219GAE8 |
|
New Cigna 4.750% Notes due 2021 |
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3.900% Senior Notes due 2022 |
30219GAF5 |
|
New Cigna 3.900% Notes due 2022 |
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3.050% Senior Notes due 2022 |
30219GAT5 |
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New Cigna 3.050% Notes due 2022 |
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3.000% Senior Notes due 2023 |
30219GAQ1 |
|
New Cigna 3.000% Notes due 2023 |
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3.50% Senior Notes due 2024 |
30219GAK4 |
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New Cigna 3.50% Notes due 2024 |
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4.500% Senior Notes due 2026 |
30219GAM0 |
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New Cigna 4.500% Notes due 2026 |
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3.400% Senior Notes due 2027 |
30219GAN8 |
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New Cigna 3.400% Notes due 2027 |
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6.125% Senior Notes due 2041 |
30219GAG3 |
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New Cigna 6.125% Notes due 2041 |
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4.800% Senior Notes due 2046 |
30219GAP3 |
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New Cigna 4.800% Notes due 2046 |
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Title of Series of Old Notes |
CUSIP |
Aggregate |
Title of Series of Notes to be Issued |
Exchange |
+ |
Early Tender Premium(1) |
= |
Total Exchange |
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|
|
|
|
New Cigna Notes (principal amount) |
|
New Cigna Notes (principal amount) |
Cash |
|
New Cigna Notes (principal amount) |
Cash |
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4.125% Senior Notes due 2020 |
58405UAG7 |
|
New Cigna 4.125% Notes due 2020 |
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(1) For each
(2) Includes the Early Tender Premium (as defined herein).
(3) The interest rate on these notes will step-down to 8.08% on
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
The Exchange Offers and Consent Solicitations will expire at
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
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
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
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
About Cigna
Cigna maintains sales capability in over 30 countries and jurisdictions, and has more than 165 million customer relationships throughout the world.
Forward Looking Statements
Information included or incorporated by reference in this communication, and information which may be contained in other filings with the
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. Such risks and uncertainties include, but are not limited to:
- Cigna’s ability to achieve its financial, strategic and operational plans or initiatives;
- Cigna’s ability to predict and manage medical and pharmacy costs and price effectively;
- Cigna’s ability to adapt to changes or trends in an evolving and rapidly changing industry;
- Cigna’s ability to effectively differentiate its products and services from those of its competitors and maintain or increase market share;
- Cigna’s ability to develop and maintain good relationships with physicians, hospitals, other health care providers and pharmaceutical manufacturers;
- changes in drug pricing;
- the impact of modifications to Cigna’s operations and processes;
- Cigna’s ability to identify potential strategic acquisitions or transactions and realize the expected benefits (including anticipated synergies) of such transactions in full or within the anticipated time frame, including with respect to the Merger, as well as its ability to integrate operations, resources and systems;
- the substantial level of government regulation over Cigna’s business and the potential effects of new laws or regulations or changes in existing laws or regulations;
- the outcome of litigation, regulatory audits, investigations, actions and/or guaranty fund assessments; uncertainties surrounding participation in government-sponsored programs such as Medicare;
- the effectiveness and security of Cigna’s information technology and other business systems;
- the impact of Cigna’s debt service obligations on the availability of funds for other business purposes;
- unfavorable industry, economic or political conditions, including foreign currency movements;
- acts of war, terrorism, natural disasters or pandemics; and
- other risks and uncertainties that are described in
SEC reports filed by Cigna.
You should carefully consider these and other relevant factors, including those risk factors in this communication and other risks and uncertainties that affect the business Cigna described in its filings with the
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190926005481/en/
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