Cigna starts any-and-all, capped tender offers for nine series of notes

By Marisa Wong

Los Angeles, Feb. 5 – Cigna Group has begun tender offers to purchase for cash any and all of two series of notes and up to $1.25 billion aggregate principal amount of seven other series of notes, according to a Monday press release.

Any-and-all offer

Cigna is offering to purchase any and all of its $713,513,000 outstanding 3.5% senior notes due 2024 (Cusip: 125523BX7, 125523BW9, U1716AAT4) and Evernorth Health, Inc.’s $286,478,000 outstanding 3.5% senior notes due 2024 (Cusip: 30219GAK4).

The purchase price will be calculated based on the 0.25% U.S. Treasury due June 15, 2024 and a fixed spread of 20 basis points.

Capped offer

Cigna is offering to purchase up to $1.25 billion aggregate principal amount of notes from the following series:

• Cigna’s $2.2 billion outstanding 4.125% senior notes due 2025 (Cusip: 125523AG5, 40573LAQ9, U4058LAH6), with acceptance priority level 1, with the purchase price to be based on the 4.25% U.S. Treasury due Jan. 31, 2026 and a fixed spread of 45 bps;

• Cigna’s $1,234,360,000 outstanding 4.5% senior notes due 2026 (Cusip: 125523BZ2, 125523BY5, U1716AAU1), with acceptance priority level 2, with the purchase price to be based on the 4.25% U.S. Treasury due Jan. 31, 2026 and a fixed spread of 45 bps;

• Evernorth’s $265,575,000 outstanding 4.5% senior notes due 2026 (Cusip: 30219GAM0), with acceptance priority level 2, with the purchase price to be based on the 4.25% U.S. Treasury due Jan. 31, 2026 and a fixed spread of 45 bps;

• Cigna’s $800 million outstanding 1.25% senior notes due 2026 (Cusip: 125523CP3), with acceptance priority level 3, with the purchase price to be based on the 4.25% U.S. Treasury due Jan. 31, 2026 and a fixed spread of 45 bps;

• Cigna’s $549.66 million outstanding 3.05% senior notes due 2027 (Cusip: 125523AZ3, 125523AY6, U1716AAG2), with acceptance priority level 4, with the purchase price to be based on the 4% U.S. Treasury due Jan. 15, 2027 and a fixed spread of 45 bps;

• Cigna Holding Co.’s $50,259,000 outstanding 3.05% senior notes due 2027 (Cusip: 125509BV0), with acceptance priority level 4, with the purchase price to be based on the 4% U.S. Treasury due Jan. 15, 2027 and a fixed spread of 45 bps; and

• Cigna’s $1.5 billion outstanding 2.4% senior notes due 2030 (Cusip: 125523CL2), with acceptance priority level 5, with the purchase price to be based on the 4% U.S. Treasury due Jan. 31, 2029 and a fixed spread of 75 bps.

The notes with acceptance priority levels 1 and 2 are subject to a tender sub-cap of $900 million; the notes with acceptance priority levels 3 and 4 are subject to a tender sub-cap of $250 million; and the notes with acceptance priority level 5 are subject to a tender sub-cap of $100 million.

The company said it has the right to increase, decrease or eliminate any tender sub-cap.

Details

For each series, the total consideration includes an early tender payment of $30 per $1,000 principal amount tendered by the early tender date.

Holders tendering after the early tender date will not be eligible to receive the early tender payment.

In addition, the company will pay accrued interest to but excluding the applicable settlement date.

The early tender date is 5 p.m. ET on Feb. 16, which is also the withdrawal deadline.

Pricing will be determined at 10 a.m. ET on Feb. 20.

Early settlement is expected to be on or around Feb. 22.

The offers will expire at 5 p.m. ET on March 5.

Final settlement is slated for March 8.

The tender offers are subject to some conditions, including the receipt of proceeds from a proposed issuance of securities in an amount sufficient for repurchasing securities under the tender offers.

J.P. Morgan Securities LLC (212 834-3554 or 866 834-4666), Deutsche Bank Securities Inc. (212 250-2955 or 866 627-0391), Goldman Sachs & Co. LLC (212 902-5962 or 800 828-3182) and Wells Fargo Securities, LLC (704 410-4759 or 866 309-6316) are the dealer managers for the tender offers.

D.F. King & Co., Inc. (www.dfking.com/cigna; 888 567-1626 or, for banks and brokers, 212 269-5550; cigna@dfking.com.) is the tender agent and information agent.

The health services and insurance company is based in Bloomfield, Conn.

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