Company News
The Cigna Group announces pricing terms of tender offers
The Cigna Group announced the pricing terms of its previously announced 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 $1,550,000,000 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 and as amended by the press release dated the date hereof announcing the early results of the Tender Offers and the upsize of the Maximum Tender Offer. 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 “Total Consideration” payable per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase was determined by the Dealer Managersbased 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 10:00 a.m., New York City time, on February 20, 2024 and, as set forth in the tables below, includes an Early Tender Payment of $30. As previously announced, the Company does not expect to accept any of the Company’s 3.050% Senior Notes due 2027 or Cigna Holding Company’s 3.050% Senior Notes due 2027. Any and All Notes validly tendered and not validly withdrawn will be accepted as set forth in the Offer to Purchase until the Expiration Date.
The following table summarizes the material pricing terms for the Tender Offers:
Any and all tender offer
| Title of Security | CUSIP Numbers |
Fixed Spread (bps) |
Reference U.S. Treasury Security |
Reference Yield |
Total Consideration(a)(b) |
| The Cigna Group’s 3.50% Senior Notes due 2024 |
125523BX7;
125523BW9; |
20 | 0.250% U.S. Treasury Notes due June 15, 2024 |
5.406 % | $993.39 |
| Evernorth Health, Inc.’s 3.50% Senior Notes due 2024 |
30219GAK4 | 20 | 0.250% U.S. Treasury Notes due June 15, 2024 |
5.406 % | $993.39 |
Maximum tender offer
| Title of Security |
CUSIP Numbers |
Acceptance Priority Level(a) |
Fixed Spread (bps) |
Reference U.S. Treasury Security |
Reference Yield |
Total Consideration(b)(c) |
| The Cigna Group’s 4.125% Senior Notes due 2025 |
125523AG5; 40573LAQ9;U4058LAH6 |
1 | 45 | 4.250% U.S. Treasury Notes due January 31, 2026 |
4.584 % | $985.05 |
| The Cigna Group’s 4.500% Senior Notes due 2026 |
125523BZ2;
125523BY5; U1716AAU1 |
2 | 45 | 4.250% U.S. Treasury Notes due January 31, 2026 |
4.584 % | $989.92 |
| Evernorth Health, Inc.’s 4.500% Senior Notes due 2026 |
30219GAM0 | 2 | 45 | 4.250% U.S. Treasury Notes due January 31, 2026 |
4.584 % | $989.92 |
| The Cigna Group’s 1.250% Senior Notes due 2026 |
125523CP3 | 3 | 45 | 4.250% U.S. Treasury Notes due January 31, 2026 |
4.584 % | $926.69 |
| The Cigna Group’s 2.400% Senior Notes due 2030 |
125523CL2 | 5 | 75 | 4.000% U.S. Treasury Notes due January 31, 2029 |
4.231 % | $866.32 |
As previously announced, it is anticipated that payment for the Securities that were validly tendered and accepted for purchase as of 5:00 p.m., New York City time, on February 16, 2024 (the “Early Tender Date”) will be made on February 22, 2024.
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”). As previously announced, 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.
MB Bureau
