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Cigna Corporation Announces Pricing Terms of Tender Offers for up to $1.45 billion in Aggregate Principal Amount of Outstanding Notes

BLOOMFIELD, Conn., March 18, 2020 /PRNewswire/ -- 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."

Cigna Logo (PRNewsfoto/Cigna)

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the amounts set forth below in the tables of each series of Securities that had been validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on March 17, 2020 (the "Early Tender Date").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.

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

2022 Notes Tender Offer

Title of Security

CUSIP
Numbers

Principal Amount
Accepted

Acceptance
Priority
Level

Early Tender
Payment(
a)

Fixed
Spread
(bps)

Reference
U.S.
Treasury
Security

Reference
Yield
(Determined
on March 18,
2020 at 9:00
a.m.)

Total
Consideration(a)(b)

Cigna Holding Company's 4.000% Senior Notes due 2022*

125509BS7

$81,552,000

1

$30

35

2.000% U.S. Treasury Notes due November 15, 2021

0.579%

$1,050.34

Cigna Corporation's 4.000% Senior Notes due 2022*

125523AN0;
U1716AAB3

$391,645,000

2

$30

35

2.000% U.S. Treasury Notes due November 15, 2021

0.579%

$1,050.34

Express Scripts Holding Company's 3.900% Senior Notes due 2022

30219GAF5

$26,480,000

3

$30

40

2.000% U.S. Treasury Notes due February 15, 2022

0.615%

$1,054.30

Cigna Corporation's 3.900% Senior Notes due 2022

125523BQ2;
U1716AAQ0

$0

4

$30

40

2.000% U.S. Treasury Notes due February 15, 2022

0.615%

$1,054.30









(a)

Per $1,000 principal amount.

(b)

Total Consideration is based on the Fixed Spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of 9:00 a.m., New York City time, on March 18, 2020. The Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase and includes an Early Tender Payment of $30.

*

Denotes a series of Securities for which the calculation of the applicable Total Consideration was 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.

2023 Notes Tender Offer

Title of Security

CUSIP
Numbers

Principal
Amount
Accepted

Acceptance
Priority
Level

Early
Tender
Payment(
a)

Fixed
Spread
(bps)

Reference
U.S.
Treasury
Security

Reference
Yield
(Determined
on March 18,
2020 at 9:00
a.m.)

Total
Consideration(a)(b)

Cigna Holding Company's 7.650% Senior Notes due 2023

125509AH2

$5,812,000

1

$30

65

1.375% U.S. Treasury Notes due February 15, 2023

0.653%

$1,183.09

Cigna Corporation's 7.650% Senior Notes due 2023

125523AS9;
U1716AAD9

$31,114,000

2

$30

65

1.375% U.S. Treasury Notes due February 15, 2023

0.653%

$1,183.09

Cigna Corporation's 3.750% Senior Notes due 2023*

125523AF7;
40573LAL0;
U4058LAF0

$913,074,000

3

$30

55

1.375% U.S. Treasury Notes due February 15, 2023

0.653%

$1,080.66

Express Scripts Holding Company's 3.000% Senior Notes due 2023*

30219GAQ1

$0

4

$30

55

1.375% U.S. Treasury Notes due February 15, 2023

0.653%

$1,055.53

Cigna Corporation's 3.000% Senior Notes due 2023*

125523BU3;
U1716AAS6

$0

5

$30

55

1.375% U.S. Treasury Notes due February 15, 2023

0.653%

$1,055.53









(a)

Per $1,000 principal amount.

(b)

Total Consideration is based on the Fixed Spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of 9:00 a.m., New York City time, on March 18, 2020. The Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase and includes an Early Tender Payment of $30.

*

Denotes a series of Securities for which the calculation of the applicable Total Consideration was 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 previously announced, 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. As previously announced, 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 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
William McDowell
1 (215) 761-4198
william.mcdowell2@cigna.com

Media Contact
Ellie Polack
1 (860) 902-4906
elinor.polack@cigna.com 

 

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