SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2019
 
Cigna Corporation
 (Exact name of registrant as specified in its charter)

Delaware
 
001-38769
 
82-4991898
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 

900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code:

(860) 226-6000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, Par Value $0.01
 
CI
 
New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Central Index Key: 0001739940



Item 7.01          Regulation FD Disclosure.

On September 26, 2019, Cigna Corporation, a Delaware corporation (the “Company”) issued a press release announcing the commencement of (a) private offers to exchange any and all of certain outstanding senior notes issued by the Company’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 “Existing Notes”) for (1) new senior notes to be issued by the Company and (2) cash and (b) solicitations of the holders of each series of Existing Notes to amend the indentures governing such series of Existing Notes to eliminate certain of the covenants, restrictive provisions, reporting requirements, events of default and related provisions therein.  The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Current Report on Form 8-K, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01          Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit No.
Description
99.1

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
Cigna Corporation
 
 
   
Date:  September 26, 2019
By: /s/ Eric P. Palmer
 
       Eric P. Palmer
 
       Executive Vice President and
       Chief Financial Officer
 

 
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