Cigna Group launches tender offers for up to USD 2.25B

The Cigna Group announced that it has commenced tender offers to purchase for cash any and all of The Cigna Group’s 3.50% Senior Notes due 2024 and Evernorth Health, Inc.’s 3.50% Senior Notes due 2024 and 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, 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. 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.”

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

Any and all tender offer

Maximum tender offer

As further described in the Offer to Purchase, notwithstanding the Maximum Tender Offer Amount, the Company will accept for purchase (i) no more than $900,000,000 in aggregate principal amount (such amount as it may be 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, including the Maximum Tender Offer Amount and the Tender Sub-Caps.

The Tender Offers will expire at 5:00 P.M., New York City Time, on March 5, 2024 (such time and date, as the same may be extended, the “Expiration Date”). Securities tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on February 16, 2024 (such time and date, as the same may be extended, the “Withdrawal Deadline”) but not thereafter. Holders of Securities who tender their Securities after the Withdrawal Deadline may not withdraw their tendered Securities.

Holders of each series of Securities that are validly tendered prior to or at 5:00 P.M., New York City Time, on February 16, 2024 (such time and date, as the same may be extended, the “Early Tender Date”) and that are accepted for purchase will receive an amount calculated in accordance with the respective formula described in Annex 1 of the Offer to Purchase (such amount, the “Total Consideration”) that would reflect a yield to the maturity date or the par call date, as applicable, of such series of Securities equal to the sum of: (i) the Reference Yield (as defined in the Offer to Purchase) for such series of Securities, plus (ii) the fixed spread for such series of Securities set forth in the tables on the front cover page of the Offer to Purchase (each, a “Fixed Spread”), per $1,000 principal amount of Securities validly tendered and accepted for purchase. The sum of the Reference Yield and the Fixed Spread is referred to as the “Repurchase Yield.” The Total Consideration with respect to each series of Securities includes the Early Tender Payment (as defined below). Holders of Securities that are validly tendered after the Early Tender Date but prior to or at the Expiration Date and that are accepted for purchase will receive in cash the Total Consideration minus an amount (the “Early Tender Payment”) equal to the applicable amount set forth in the tables above and in the Offer to Purchase under the heading “Early Tender Payment.” As described in the Offer to Purchase, the Reference Yield for each series of Securities will be calculated by the Dealer Managers at 10:00 A.M., New York City Time, on February 20, 2024 (such time and date, as the same may be extended, the “Price Determination Time”).

Payment for the Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase may be made, at the Company’s option, on the date referred to as the “Early Settlement Date.” The Early Settlement Date, if it occurs, will be promptly following the Early Tender Date. It is anticipated that the Early Settlement Date, if it occurs, will be on or around February 22, 2024, the third business day after the Early Tender Date. If the Early Settlement Date occurs, payment for the Securities that are validly tendered after the Early Tender Date and prior to or at the Expiration Date and that are accepted for purchase will be made on the date referred to as the “Final Settlement Date.” If no Early Settlement Date occurs, then payment for all the Securities that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Date. It is anticipated that the Final Settlement Date for the Securities will be on or around March 8, 2024, the third business day after the Expiration Date.
MB Bureau