Cigna Corp. launched private offers to exchange certain outstanding notes issued by its wholly owned subsidiaries for new senior notes to be issued by the parent company plus cash.
The exchange offers are for notes issued by Cigna Holding Co., Express Scripts Holding Co. and Medco Health Solutions Inc. They apply to 12 series of Cigna Holding notes with an aggregate principal amount outstanding of about $4.00 billion; 10 series of Express Scripts notes with an aggregate principal amount outstanding of about $10.20 billion; and one series of Medco notes with an aggregate principal amount outstanding of $500 million.
Each series of new Cigna notes will accrue interest from, and including, the most recent date on which interest has been paid on the corresponding series of existing notes accepted in the exchange offers and the consent solicitations. The exchange consideration will be $1,000 in new notes plus $1 in cash for notes tendered by the early tender deadline, or $970 in notes for notes tendered after the early tender date.
Cigna is also soliciting consents from holders of the existing notes to amend the indentures governing the securities to eliminate certain of the covenants, restrictive provisions, reporting requirements, events of default and related provisions.
Other than certain notes issued by Cigna Holding, the consent of the holders of a majority of the principal amount of the existing notes will be required to effectuate the proposed amendments. The consent of holders of two-thirds of the principal amount of the Cigna Holding notes will be required.
Eligible holders must validly tender their existing notes by Oct. 9 to receive the early tender premium. Existing notes tendered after the early tender date, but prior to the expiration date, will only be eligible to receive the applicable exchange consideration.
The exchange offers and consent solicitations will expire Nov. 4. The settlement date will occur promptly after the expiration date, subject to all conditions being satisfied or waived by Cigna.
D.F. King Co. Inc. is the exchange agent and information agent in connection with the offers and solicitations.
