Cigna Corporation (NYSE: CI) announced today the pricing terms of its previously announced offers to purchase for cash (1) up to $500,000,000 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 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 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.”
As previously announced in the Company’s press release dated March 17, 2020, in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, the Company accepted for purchase the amounts set forth below in the tables of each series of Securities that had been validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on March 17, 2020 (the “Early Tender Date“).
The “Total Consideration” payable per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase was determined by the Dealer Managers (as named below) based on a spread over a reference U.S. Treasury Security, as set forth in the tables below, in accordance with standard market practice as of 9:00 a.m., New York City time, on March 18, 2020 (the “Price Determination Time“) and, as set forth in the tables below, includes an Early Tender Payment of $30. However, as previously announced, because the Tender Offers have been fully subscribed as of the Early Tender Date, the Company does not expect to accept any of Cigna Corporation’s 3.900% Senior Notes due 2022, Express Scripts Holding Company’s 3.000% Senior Notes due 2023 and Cigna Corporation’s 3.000% Senior Notes due 2023 for purchase.
Source: PR Newswire