CI Cigna Group

BLOOMFIELD, Conn., March 4, 2020 /PRNewswire/ -- Cigna Corporation (NYSE: CI) announced today that it has commenced tender offers to purchase for cash (1) up to $500,000,000 (the "2022 Notes Aggregate Maximum Principal Amount") of Cigna Holding Company's 4.000% Senior Notes due 2022, Cigna Corporation's 4.000% Senior Notes due 2022, Express Scripts Holding Company's 3.900% Senior Notes due 2022 and Cigna Corporation's 3.900% Senior Notes due 2022 (collectively, the "2022 Existing Notes," and such tender offer, the "2022 Notes Tender Offer") and (2) up to $950,000,000 (the "2023 Notes Aggregate Maximum Principal Amount") of Cigna Holding Company's 7.650% Senior Notes due 2023, Cigna Corporation's 7.650% Senior Notes due 2023 and 3.750% Senior Notes due 2023, Express Scripts Holding Company's 3.000% Senior Notes due 2023 and Cigna Corporation's 3.000% Senior Notes due 2023 (collectively, the "2023 Existing Notes," and such tender offer, the "2023 Notes Tender Offer"), in each case, validly tendered and accepted by Cigna, upon the terms (including the Aggregate Maximum Principal Amount Allocation (as defined below)) and subject to the conditions set forth in the Offer to Purchase dated March 4, 2020 and the related Letter of Transmittal (collectively, the "Offer to Purchase"). The 2022 Existing Notes and the 2023 Existing Notes are referred to collectively as the "Securities" and the 2022 Notes Tender Offer and the 2023 Notes Tender Offer are referred to collectively as the "Tender Offers."

The Tender Offers

The following table summarizes the material pricing terms for the Tender Offers:

2022 Notes Tender Offer

2023 Notes Tender Offer

As further described in the Offer to Purchase, for each of the Tender Offers Cigna will accept for purchase validly tendered Securities in the order of the related "Acceptance Priority Level" set forth in the tables above, beginning at the lowest numerical value first; provided that Securities tendered at or before the Early Tender Date will be accepted for purchase in priority to Securities tendered after the Early Tender Date, even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level.  Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, to be exceeded, as further described in the Offer to Purchase. In the event that the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, is not achieved, Cigna, at its option, may allocate the remaining difference to the other applicable Tender Offer, thereby increasing the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, by the amount of such shortfall; provided that in no event shall the sum of the 2022 Notes Aggregate Maximum Principal Amount and the 2023 Notes Aggregate Maximum Principal Amount exceed $1,450,000,000 (unless increased by the Company at its option as further described in the Offer to Purchase) (such allocation, the "Aggregate Maximum Principal Amount Allocation").

The Tender Offers will expire at 11:59 P.M., New York City Time, on March 31, 2020 (such time and date, as the same may be extended, the "Expiration Date").  Securities tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on March 17, 2020 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not thereafter. 

Holders of each series of Securities that are validly tendered prior to or at 5:00 P.M., New York City Time, on March 17, 2020 (such time and date, as the same may be extended, the "Early Tender Date") and that are accepted for purchase will receive an amount determined by the Dealer Managers (as described below) based on a spread over the reference U.S. Treasury Security, as set forth in the table above, in accordance with standard market practice as of 9:00 a.m., New York City time, on March 18, 2020 (unless such time is extended) (the "Total Consideration").  The Total Consideration with respect to each series of Securities so calculated includes an "Early Tender Payment" equal to the applicable amount set forth in the tables above under the headings "Early Tender Payment." Holders of Securities that are validly tendered after the Early Tender Date but prior to or at the Expiration Date and that are accepted for purchase will receive in cash the Total Consideration minus the applicable Early Tender Payment.

Payment for the Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase may be made, at Cigna's option, on the date referred to as the "Early Settlement Date." The Early Settlement Date, if it occurs, will be promptly following the Early Tender Date. It is anticipated that the Early Settlement Date, if it occurs, will be on or around March 19, 2020, the second business day after the Early Tender Date.  If the Early Settlement Date occurs, payment for the Securities that are validly tendered after the Early Tender Date and prior to or at the Expiration Date and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." If no Early Settlement Date occurs, then payment for all the Securities that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Date. It is anticipated that the Final Settlement Date for the Securities will be on or around April 2, 2020, the second business day after the Expiration Date.

Additional Information

Cigna's obligation to accept for purchase and to pay for Securities validly tendered and not withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt by Cigna of proceeds from a proposed issuance of securities generating net proceeds in an amount that is sufficient, together with cash on hand and/or borrowings under Cigna's commercial paper facility, to effect the repurchase of the Securities validly tendered and accepted for purchase pursuant to the Tender Offers, including the payment of any premiums, accrued interest (as described below) and costs and expenses incurred in connection therewith.

In addition to the applicable consideration described above, all holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

BofA Securities, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the Dealer Managers for the Tender Offers.  D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offers.

Persons with questions regarding the Tender Offers should contact BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (toll-free), Goldman Sachs & Co. LLC at (917) 343-9660 (collect) or (800) 828-3182 (toll-free) and Morgan Stanley & Co. LLC at (212) 761-1057 (collect) or (800) 624-1808 (toll-free).  The Offer to Purchase will be distributed to holders of Securities promptly.  Holders who would like additional copies of the Offer to Purchase may contact the information agent, D.F. King & Co., Inc. by calling toll-free at (800) 499-8541 (banks and brokers may call collect at (212) 269-5550) or email cigna@dfking.com.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offers are being made solely pursuant to the Offer to Purchase.

The Tender Offers do not constitute, and the Offer to Purchase may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

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 170 million customer relationships throughout the world.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. Forward-looking statements are based on our current expectations and projections about future trends, events and uncertainties. These statements are not historical facts. Forward-looking statements may include, among others, statements concerning an anticipated financing and other statements regarding our 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.  The discussions in our Annual Report on Form 10-K for the year ended December 31, 2019, including the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections therein, as such discussions may be updated from time to time in our periodic filings with the Securities and Exchange Commission incorporated by reference in the Offer to Purchase, include both expanded discussion of these factors and additional risk factors and uncertainties that could affect the matters discussed in the forward-looking statements.  You should not place undue reliance on forward-looking statements that 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.

INVESTOR RELATIONS CONTACT:       
Will McDowell
215-761-4198
william.mcdowell2@cigna.com

MEDIA CONTACT:      
Ellie Polack
860-902-4906    
elinor.polack@cigna.com

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SOURCE Cigna