Cigna Corporation $3.5 Billion Senior Notes Offering
3/16/2020

Davis Polk advised the representatives of the several underwriters in connection with the SEC-registered offering of $1.5 billion aggregate principal amount of 2.400% senior notes due 2030, $750 million aggregate principal amount of 3.200% senior notes due 2040 and $1.25 billion aggregate principal amount of 3.400% senior notes due 2050 by Cigna Corporation.

Davis Polk is also advising the dealer managers of Cigna’s cash tender offers for (1) up to $500 million of Cigna Holding Company’s 4.000% senior notes due 2022, Cigna’s 4.000% senior notes due 2022, Express Scripts Holding Company’s 3.900% senior notes due 2022 and Cigna’s 3.900% senior notes due 2022 and (2) up to $950 million of Cigna Holding Company’s 7.650% senior notes due 2023, Cigna’s 7.650% senior notes due 2023, Cigna’s 3.750% senior notes due 2023, Express Scripts Holding Company’s 3.000% senior notes due 2023 and Cigna’s 3.000% senior notes due 2023.

Cigna intends to use the net proceeds from the offering, together with cash on hand and/or borrowings under its commercial paper facility, to pay the consideration for the cash tender offers, to redeem approximately $2.05 billion of senior notes, which constitutes all outstanding principal amounts under its 3.300% senior notes due 2021, 4.750% senior notes due 2021 and 4.500% senior notes due 2021, Cigna Holding Company’s 4.500% senior notes due 2021 and Express Scripts Holding Company’s 3.300% senior notes due 2021 and 4.750% senior notes due 2021 and to pay accrued and unpaid interest and related expenses. Cigna intends to use the remaining proceeds, if any, for general corporate purposes.

Based in Bloomfield, Connecticut, Cigna and its subsidiaries constitute a global health service organization. Cigna offers a differentiated set of pharmacy, medical, behavioral, dental, disability, life and accident insurance and related products and services.

The Davis Polk corporate team included partner Richard D. Truesdell Jr., counsel Jeffrey S. Ramsay and associate Arisa Akashi. Partner Patrick E. Sigmon provided tax advice. All members of the Davis Polk team are based in the New York office.