BLOOMFIELD, Conn., Feb. 20,
2024 /PRNewswire/ -- The Cigna Group (NYSE: CI)
announced today the results as of 5:00
p.m., New York City time,
on February 16, 2024 (the
"Early Tender Date") of its previously announced
offers to purchase for cash (1) any and all of The Cigna Group's
(the "Company") 3.50% Senior Notes due 2024 and
Evernorth Health, Inc.'s ("Evernorth") 3.50% Senior
Notes due 2024 (collectively, the "Any and All
Notes," and such tender offer, the "Any and All
Tender Offer") and (2) up to $1,250,000,000 aggregate principal amount of the
Company's 4.125% Senior Notes due 2025, the Company's 4.500% Senior
Notes due 2026, Evernorth's 4.500% Senior Notes due 2026, the
Company's 1.250% Senior Notes due 2026, the Company's 3.050% Senior
Notes due 2027, Cigna Holding Company's 3.050% Senior Notes due
2027 and the Company's 2.400% Senior Notes due 2030 (collectively,
the "Maximum Tender Offer Notes," and such tender
offer, the "Maximum Tender Offer"), in each case,
validly tendered and accepted by the Company, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
February 5, 2024 and as amended by
this press release as described below (the "Offer to
Purchase"). The Any and All Notes and the Maximum Tender
Offer Notes are referred to collectively as the
"Securities" and the Any and All Tender Offer and the
Maximum Tender Offer are referred to collectively as the
"Tender Offers."
Additionally, the Company announced an increase in the amount of
the Maximum Tender Offer from $1,250,000,000 aggregate principal amount to
$1,550,000,000 aggregate principal
amount (the "Maximum Tender Offer Amount"). The
Company has also increased the 2025-2026 Tender Sub-Cap (as defined
below), so as to accept up to $1,200,000,000 aggregate principal amount of its
4.125% Senior Notes due 2025, its 4.500% Senior Notes due 2026 and
Evernorth's 4.500% Senior Notes due 2026 validly tendered and not
validly withdrawn. Except as described in this press release, the
terms and conditions of the Tender Offers set forth in the Offer to
Purchase remain unchanged.
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 for 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tendered and not validly withdrawn.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 and in this press release. As set forth in the tables
below, in connection with the Any and All Tender Offer, it is
expected that all of the Any and All Notes and the Company's 4.125%
Senior Notes due 2025 validly tendered and not validly withdrawn
will be accepted for purchase and will not be subject to proration,
and each of the Company's 4.500% Senior Notes due 2026, Evernorth's
4.500% Senior Notes due 2026, the Company's 1.250% Senior Notes due
2026 and the Company's 2.400% Senior Notes due 2030 validly
tendered and not validly withdrawn will be subject to a proration
factor set forth in the tables below.
The following table summarizes the early results for the Tender
Offers:
Any and All Tender Offer
Title of
Security
|
CUSIP Numbers
|
Principal
Amount Tendered
|
Principal
Amount
Accepted
|
The Cigna Group's
3.50% Senior Notes
due 2024
|
125523BX7;
125523BW9;
U1716AAT4
|
$172,848,000
|
$172,848,000
|
Evernorth Health,
Inc.'s
3.50% Senior Notes
due 2024
|
30219GAK4
|
$36,476,000
|
$36,476,000
|
Maximum Tender Offer
Title of
Security
|
CUSIP
Numbers
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted
|
Tender Sub-Cap
(a)
|
Acceptance
Priority
Level
(b)
|
Final
Proration
Factor
|
The Cigna Group's
4.125% Senior
Notes due 2025
|
125523AG5;
40573LAQ9;
U4058LAH6
|
$983,877,000
|
$983,877,000
|
$1,200,000,000
|
1
|
100.00 %
|
The Cigna Group's
4.500% Senior
Notes due 2026
|
125523BZ2;
125523BY5;
U1716AAU1
|
$528,406,000
|
$183,587,000
|
2
|
34.79 %
|
Evernorth Health,
Inc.'s 4.500%
Senior Notes due
2026
|
30219GAM0
|
$101,520,000
|
$32,536,000
|
2
|
34.79 %
|
The Cigna Group's
1.250% Senior
Notes due 2026
|
125523CP3
|
$428,434,000
|
$250,000,000
|
$250,000,000
|
3
|
58.43 %
|
The Cigna
Group's
3.050% Senior
Notes due 2027
|
125523AZ3;
125523AY6;
U1716AAG2
|
$284,784,000
|
$0
|
4
|
0.00 %
|
Cigna Holding
Company's 3.050%
Senior Notes due
2027
|
125509BV0
|
$6,773,000
|
$0
|
4
|
0.00 %
|
The Cigna Group's
2.400% Senior
Notes due 2030
|
125523CL2
|
$766,057,000
|
$100,000,000
|
$100,000,000
|
5
|
13.11 %
|
|
|
|
|
|
|
|
(a)
|
The 2025-2026 Tender
Sub-Cap (as defined below), the 2026-2027 Tender Sub-Cap (as
defined below) and the 2030 Tender Sub-Cap (as defined below)
represent the maximum aggregate principal amount of such series of
Maximum Tender Offer Notes that will be purchased within each
Tender Sub-Cap (as defined below). We reserve the right, but are
under no obligation, to increase, decrease or eliminate any Tender
Sub-Cap at any time, including on or after the Price Determination
Time (as defined below) and without extending the Early Tender Date
or the Withdrawal Deadline (each as defined below), subject to
compliance with applicable law.
|
(b)
|
We will accept the
Maximum Tender Offer Notes in the order of their respective
Acceptance Priority Level specified in the table above (each, an
"Acceptance Priority Level," with "1" being the highest Acceptance
Priority Level and "5" being the lowest Acceptance Priority Level),
upon the terms and subject to the conditions set forth in the Offer
to Purchase, including the Maximum Tender Offer Amount, the
2025-2026 Tender Sub-Cap, the 2026-2027 Tender Sub-Cap and the 2030
Tender Sub-Cap.
|
Notwithstanding the Maximum Tender Offer Amount, the Company
will accept for purchase (i) no more than $1,200,000,000 in aggregate principal amount
(such amount as it may be further amended, the "2025-2026
Tender Sub-Cap") of its 4.125% Senior Notes due 2025, its
4.500% Senior Notes due 2026 and Evernorth's 4.500% Senior Notes
due 2026 validly tendered, (ii) no more than $250,000,000 in aggregate principal amount (such
amount as it may be amended, the "2026-2027 Tender
Sub-Cap") of its 1.250% Senior Notes due 2026 Notes, its
3.050% Senior Notes due 2027 and Cigna Holding Company's 3.050%
Senior Notes due 2027 and (iii) no more than $100,000,000 in aggregate principal amount (such
amount as it may be amended, the "2030 Tender
Sub-Cap," together with the 2025-2026 Tender Sub-Cap and
the 2026-2027 Tender Sub-Cap, the "Tender Sub-Caps")
of its 2.400% Senior Notes due 2030. The Company will accept the
Maximum Tender Offer Notes in the order of their respective
Acceptance Priority Level as set forth in the table on the front
cover page of the Offer to Purchase, upon the terms set forth in
the Offer to Purchase, as amended hereby, including the Maximum
Tender Offer Amount and the Tender Sub-Caps.
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 February 22,
2024.
Securities that were validly tendered and accepted for purchase
as of the Early Tender Date will be eligible to receive the
applicable "Total Consideration" (as defined in the
Offer to Purchase) as well as accrued and unpaid interest up to,
but not including, the date of settlement. As further
described in the Offer to Purchase, the Reference Yield (as defined
in the Offer to Purchase) and Total Consideration for each series
of Securities will be calculated by the Dealer Managers (as named
below) today, February 20, 2024, at
10:00 a.m., New York City Time (such
time and date, as may be extended, the "Price Determination
Time").
The Tender Offers will expire at 5:00
p.m., New York City Time, on March 5,
2024 (such time and date, as may be extended, the
"Expiration Date"). Because the Maximum Tender Offer
has been fully subscribed as of the Early Tender Date, the Company
does not expect to accept for purchase any Maximum Tender Offer
Notes tendered by holders after the Early Tender Date. Any and All
Notes validly tendered and not validly withdrawn will be accepted
as set forth in the Offer to Purchase until the Expiration
Date.
Additional Information
J.P. Morgan Securities LLC, Deutsche Bank Securities Inc.,
Goldman Sachs & Co. LLC and Wells Fargo Securities, 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 J.P. Morgan Securities LLC at (212) 834-3554 (collect) or
(866) 834-4666 (toll-free), Deutsche Bank Securities Inc. at (212)
250-2955 (collect) or (866) 627-0391 (toll-free), Goldman Sachs
& Co. LLC at (212) 902-5962 (collect) or (800) 828-3182
(toll-free) and Wells Fargo Securities, LLC at (704) 410-4759
(collect) or (866) 309-6316 (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. at
www.dfking.com/cigna, by calling toll-free at (888) 567-1626 (banks
and brokers may call collect at (212) 269-5550) or by email at
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 The Cigna Group
The Cigna Group (NYSE: CI) is a global health company committed
to creating a better future built on the vitality of every
individual and every community. We relentlessly challenge ourselves
to partner and innovate solutions for better health. The Cigna
Group includes products and services marketed under Evernorth
Health Services, Cigna Healthcare, or its subsidiaries. The Cigna
Group maintains sales capabilities in more than 30 countries and
jurisdictions, and has approximately 165 million customer
relationships around the world. Learn more at
www.thecignagroup.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release, and oral statements made in connection with
this release, may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on The Cigna Group's 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 successful completion of the Tender Offers 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," "project," "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,
2022, 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, which 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. The Cigna
Group 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:
Ralph Giacobbe
860-787-7968
Ralph.Giacobbe@TheCignaGroup.com
MEDIA CONTACT:
Justine Sessions
860-810-6523
Justine.Sessions@Evernorth.com
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SOURCE The Cigna Group