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
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Early Tender
Payment(a)
|
Fixed
Spread
(bps)
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference
Page
|
Cigna Holding
Company's 4.000%
Senior Notes
due 2022*
|
125509BS7
|
$201,622,000
|
1
|
$30
|
35
|
2.000% U.S.
Treasury Notes
due November 15,
2021
|
PX4
|
Cigna Corporation's
4.000% Senior Notes
due 2022*
|
125523AN0;
U1716AAB3
|
$548,266,000
|
2
|
$30
|
35
|
2.000% U.S.
Treasury Notes
due November 15,
2021
|
PX4
|
Express Scripts
Holding Company's
3.900% Senior Notes
due 2022
|
30219GAF5
|
$207,457,000
|
3
|
$30
|
40
|
2.000% U.S.
Treasury Notes
due February 15,
2022
|
PX4
|
Cigna Corporation's
3.900% Senior Notes
due 2022
|
125523BQ2;
U1716AAQ0
|
$791,915,000
|
4
|
$30
|
40
|
2.000% U.S.
Treasury Notes
due February 15,
2022
|
PX4
|
|
|
|
|
(a)
|
Per $1,000 principal
amount.
|
*
|
Denotes a series of
Securities for which the calculation of the applicable Total
Consideration will be performed using the present value of
such Securities as determined at the Price Determination Time
(as defined in the Offer to Purchase) as if the principal amount of
Securities had been due on the applicable par call date of
such series rather than the maturity date.
|
2023 Notes Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Early Tender
Payment(a)
|
Fixed
Spread
(bps)
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference
Page
|
Cigna Holding
Company's 7.650%
Senior Notes
due 2023
|
125509AH2
|
$59,711,000
|
1
|
$30
|
65
|
1.375% U.S.
Treasury Notes
due February 15,
2023
|
PX1
|
Cigna Corporation's
7.650% Senior Notes
due 2023
|
125523AS9;
U1716AAD9
|
$40,289,000
|
2
|
$30
|
65
|
1.375% U.S.
Treasury Notes
due February 15,
2023
|
PX1
|
Cigna Corporation's
3.750% Senior Notes
due 2023*
|
125523AF7; 40573LAL0;
U4058LAF0
|
$3,100,000,000
|
3
|
$30
|
55
|
1.375% U.S.
Treasury Notes
due February 15,
2023
|
PX1
|
Express Scripts
Holding Company's
3.000% Senior Notes
due 2023*
|
30219GAQ1;
|
$144,603,000
|
4
|
$30
|
55
|
1.375% U.S.
Treasury Notes
due February 15,
2023
|
PX1
|
Cigna Corporation's
3.000% Senior Notes
due 2023*
|
125523BU3;
U1716AAS6
|
$855,208,000
|
5
|
$30
|
55
|
1.375% U.S.
Treasury Notes
due February 15,
2023
|
PX1
|
|
|
|
|
(a)
|
Per $1,000 principal
amount.
|
*
|
Denotes a series of
Securities for which the calculation of the applicable Total
Consideration will be performed using the present value of
such Securities as determined at the Price Determination Time
as if the principal amount of Securities had been due on the
applicable par call date of such series rather than the maturity
date.
|
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