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validly received and not withdrawn as of 5:00 p.m., New York City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:
Title of Series of Existing
Notes
CUSIP Number
Issuer
Aggregate Principal Amount
Outstanding
Principal Amount of
Existing Notes Tendered at or prior to the Early Tender Date and
New Cigna Notes to be Delivered in Exchange Therefore(1)
Percentage of Existing Notes
Tendered
4.500% Notes due 2021
125509BP3
Cigna Holding Company
$300,000,000
$214,833,000
71.61%
4.000% Notes due 2022
125509BS7
Cigna Holding Company
$750,000,000
$544,728,000
72.63%
8.30% Notes due 2023
125509AG4
Cigna Holding Company
$16,860,000
$3,077,000
18.25%
7.65% Notes due 2023
125509AH2
Cigna Holding Company
$100,000,000
$40,289,000
40.29%
3.250% Notes due 2025
125509BU2
Cigna Holding Company
$900,000,000
$756,761,000
84.08%
7.875% Debentures due 2027
125509AZ2
Cigna Holding Company
$259,483,000
$178,804,000
68.91%
3.050% Notes due 2027
125509BV0
Cigna Holding Company
$600,000,000
$547,120,000
91.19%
8.30% Step-Down Notes due
2033
125509BE8
Cigna Holding Company
$45,354,000
$31,882,000
70.30%
6.150% Notes due 2036
125509BH1
Cigna Holding Company
$190,498,000
$175,076,000
91.90%
5.875% Notes due 2041
125509BQ1
Cigna Holding Company
$120,523,000
$91,102,000
75.59%
5.375% Notes due 2042
125509BT5
Cigna Holding Company
$317,282,000
$295,860,000
93.25%
3.875% Notes due 2047
125509BW8
Cigna Holding Company
$1,000,000,000
$964,658,000
96.47%
3.300% Senior Notes due 2021
30219GAL2
Express Scripts Holding
Company
$500,000,000
$386,240,000
77.25%
4.750% Senior Notes due 2021
30219GAE8
Express Scripts Holding
Company
$1,250,000,000
$909,504,000
72.76%
3.900% Senior Notes due 2022
30219GAF5
Express Scripts Holding
Company
$1,000,000,000
$771,699,000
77.17%
3.050% Senior Notes due 2022
30219GAT5
Express Scripts Holding
Company
$500,000,000
$424,807,000
84.96%
3.000% Senior Notes due 2023
30219GAQ1
Express Scripts Holding
Company
$1,000,000,000
$849,224,000
84.92%
3.50% Senior Notes due 2024
30219GAK4
Express Scripts Holding
Company
$1,000,000,000
$713,257,000
71.33%
4.500% Senior Notes due 2026
30219GAM0
Express Scripts Holding
Company
$1,500,000,000
$1,232,326,000
82.16%
3.400% Senior Notes due 2027
30219GAN8
Express Scripts Holding
Company
$1,500,000,000
$1,318,547,000
87.90%
6.125% Senior Notes due 2041
30219GAG3
Express Scripts Holding
Company
$448,668,000
$417,008,000
92.94%
4.800% Senior Notes due 2046
30219GAP3
Express Scripts Holding
Company
$1,500,000,000
$1,405,394,000
93.69%
4.125% Senior Notes due 2020
58405UAG7
Medco Health Solutions, Inc.
$500,000,000
$348,886,000
69.78%
(1) Cigna also will pay $1.00 of cash consideration for each
$1,000 principal amount of Existing Notes tendered at or prior to
the Early Tender Date and accepted for exchange, or approximately
$12,621,082 in the aggregate.
Cigna currently expects to elect to have an early settlement
(such date, the “Early Settlement Date”) on October 11,
2019.
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.
Forward Looking
Statements
Information included or incorporated by reference in this
communication, and information which may be contained in other
filings with the SEC and press releases or other public statements,
contains or may contain forward-looking statements. Forward-looking
statements are based on Cigna’s expectations and projections about
future trends, events and uncertainties as of the date the
statement is made and are not statements of historical fact.
Forward-looking statements may include, among others, statements
concerning future financial or operating performance, including
Cigna’s ability to deliver affordable, personalized and innovative
solutions for Cigna’s customers and clients; future growth,
business strategy, strategic or operational initiatives; economic,
regulatory or competitive environments, particularly with respect
to the pace and extent of change in these areas; financing or
capital deployment plans and amounts available for future
deployment; Cigna’s prospects for growth in the coming years; the
merger (“Merger”) with Express Scripts Holding Company; and
other statements regarding Cigna’s 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. 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 SEC, when reviewing any forward-looking statement.
These factors are noted for investors as permitted under the
Private Securities Litigation Reform Act of 1995. Investors should
understand it is impossible to predict or identify all such factors
or risks. As such, you should not consider the foregoing list, or
the risks identified in SEC filings, to be a complete discussion of
all potential risks or uncertainties, and should not place undue
reliance on forward-looking statements. Forward-looking statements
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. Cigna 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20191010005214/en/
INVESTOR RELATIONS: William McDowell 215-761-4198
william.mcdowell2@cigna.com
MEDIA: Ellie Polack 860-902-4906
elinor.polack@cigna.com
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