On March 17, 2020 Cigna Corporation (NYSE: CI) reported the results as of 5:00 p.m., New York City time, on March 17, 2020 (the "Early Tender Date") 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") (Press release, Cigna , MAR 17, 2020, View Source [SID1234555657]). 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."
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The Company has been advised by the tender and information agent that, as of the Early Tender Date, the amounts set forth in the tables below of each series of Securities had been validly tendered and not validly withdrawn. The amount of each series of Securities that is to be accepted for purchase as of the Early Tender Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase. As set forth in the tables below, in connection with the 2022 Notes Tender Offer, it is expected that all of Cigna Holding Company’s 4.000% Senior Notes due 2022 and Cigna Corporation’s 4.000% Senior Notes due 2022 validly tendered and not validly withdrawn will be accepted for purchase and will not be subject to proration, and Express Scripts Holding Company’s 3.900% Senior Notes due 2022 validly tendered and not validly withdrawn will be subject to a proration factor of approximately 50.0%. The Company does not expect to accept any of Cigna Corporation’s 3.900% Senior Notes due 2022 for purchase. As set forth in the tables below, in connection with the 2023 Notes Tender Offer, it is expected that all of Cigna Holding Company’s 7.650% Senior Notes due 2023 and Cigna Corporation’s 7.650% Senior Notes due 2023 validly tendered and not validly withdrawn will be accepted for purchase and will not be subject to proration, and Cigna Corporation’s 3.750% Senior Notes due 2023 validly tendered and not validly withdrawn will be subject to a proration factor of approximately 33.5%. The Company does not expect to accept any of Express Scripts Holding Company’s 3.000% Senior Notes due 2023 and Cigna Corporation’s 3.000% Senior Notes due 2023 for purchase. The Company has also elected not to exercise its Aggregate Maximum Principal Amount Allocation (as defined in the Offer to Purchase) in connection with the Tender Offers.
Denotes a series of Securities for which the calculation of the applicable Total Consideration (as defined in the Offer to Purchase) 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.
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.
It is anticipated that payment for the Securities that were validly tendered and accepted for purchase as of the Early Tender Date will be made on March 19, 2020.
The Tender Offers will expire at 11:59 p.m., New York City Time, on March 31, 2020. Because the Tender Offers have been fully subscribed as of the Early Tender Date, the Company does not expect to accept for purchase any Securities tendered by holders after the Early Tender Date.
Additional Information
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 [email protected].
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.