The Cigna Group Announces Pricing Terms of Tender Offers

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Feb 20, 2024, 16:30 ET

BLOOMFIELD, Conn., Feb. 20, 2024 /PRNewswire/ -- The Cigna Group (NYSE: CI) announced today the pricing terms 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 $1,550,000,000 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 and as amended by the press release dated the date hereof announcing the early results of the Tender Offers (as defined below) and the upsize of the Maximum Tender Offer (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 "Total Consideration" payable per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase was determined by the Dealer Managers (as named below) based 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 (the "Price Determination Time") 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 Any and All Notes validly tendered and not validly withdrawn will be accepted as set forth in the Offer to Purchase until the Expiration Date (as defined below).

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; U1716AAT4	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

(a)	Per $1,000 principal amount.
(b)	Total Consideration is based on the Fixed Spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of 10:00 a.m., New York City time, on February 20, 2024. The Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase and includes an Early Tender Payment of $30.

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

(a)	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 (each as defined in the Offer to Purchase and, as applicable, as amended in the Company's previously announced press release dated the date hereof).
(b)	Per $1,000 principal amount.
(c)	Total Consideration is based on the Fixed Spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of 10:00 a.m., New York City time, on February 20, 2024. The Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase and includes an Early Tender Payment of $30.

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.

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 [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 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