The Cigna Group Announces Early Results Of Tender Offers And Upsize Of Maximum Tender Offer


(MENAFN- PR Newswire) 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2025, its 4.500% Senior Notes due 2026 and Evernorth's 4.500% Senior Notes due 2026 validly tendered and not validly withdrawn.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Date, the amounts set forth in the tables below for each series of Securities had been validly tendered and not validly withdrawn.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 , by calling toll-free at (888) 567-1626 (banks and brokers may call collect at (212) 269-5550) or by email at [email protected] .

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 .

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
[email protected]

MEDIA CONTACT:
Justine Sessions
860-810-6523
[email protected]

SOURCE The Cigna Group

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