The Cigna Group Announces Commencement of Tender Offers for up to $2.25 Billion in Aggregate Principal Amount of Outstanding Notes

BLOOMFIELD, Conn., Feb. 5, 2024 /PRNewswire/ -- The Cigna Group (NYSE: CI) announced today that it has commenced tender 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 (the "Maximum Tender Offer 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 (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."

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.

Additional Information

The Company's obligation to accept for purchase and to pay for Securities validly tendered and not withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt by the Company of proceeds from a proposed issuance of securities generating net proceeds in an amount that is sufficient to effect the repurchase of the Securities validly tendered and accepted for purchase pursuant to the Tender Offers, including the payment of any premiums, accrued interest (as described below) and costs and expenses incurred in connection therewith.

In addition to the applicable consideration described above, all holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

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 [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 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 an anticipated financing 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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