Davis Polk advised the representatives of the initial purchasers in connection with an unregistered offering of $20 billion in aggregate principal amount of senior notes by Halfmoon Parent, Inc., a direct wholly owned subsidiary of Cigna Corporation, consisting of $1 billion aggregate principal amount of senior floating-rate notes due 2020, $1.75 billion aggregate principal amount of 3.200% senior notes due 2020, $1 billion aggregate principal amount of senior floating-rate notes due 2021, $1.25 billion aggregate principal amount of 3.400% senior notes due 2021, $700 million aggregate principal amount of senior floating-rate notes due 2023, $3.1 billion aggregate principal amount of 3.750% senior notes due 2023, $2.2 billion aggregate principal amount of 4.125% senior notes due 2025, $3.8 billion aggregate principal amount of 4.375% senior notes due 2028, $2.2 billion aggregate principal amount of 4.800% senior notes due 2038 and $3 billion aggregate principal amount of 4.900% senior notes due 2048. Halfmoon Parent intends to use the proceeds of the offering to finance in part the cash portion of its pending acquisition of Express Scripts Holding Company, to pay certain of Express Scripts’ indebtedness and for other general corporate purposes.
Halfmoon Parent is a Delaware corporation incorporated on March 6, 2018 solely for the purpose of effecting the acquisition of Express Scripts and, immediately after the acquisition, Halfmoon Parent will be renamed Cigna Corporation. As a result of the acquisition, Cigna and Express Scripts will become wholly owned subsidiaries of Halfmoon Parent.
Based in Bloomfield, Connecticut, Cigna and its subsidiaries constitute one of the largest investor-owned healthcare and related benefits organizations in the United States. Cigna’s subsidiaries are major providers of healthcare and related benefits offered through the workplace, including healthcare products and services, group disability, life and accident insurance and disability and workers’ compensation case management and related services.
Express Scripts, headquartered in St. Louis, Missouri, is the nation’s largest pharmacy benefit manager, providing integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery pharmacy care, specialty pharmacy care, specialty benefit management, benefit-design consultation and other services.
The Davis Polk corporate team included partner Richard D. Truesdell Jr. and associates Rahim Manji and Young-Min Cho. The credit team included partner Jason Kyrwood and associate Michael Fan. The tax team included partner Rachel D. Kleinberg and associate Tracy L. Matlock. Members of the Davis Polk team are based in the New York and Northern California offices.