FORM i 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
i Cigna Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
i 900 Cottage Grove Road
i Bloomfield, i Connecticut i 06002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
( i 860) i 226-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
| i ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
i Common Stock, Par Value $0.01
i New York Stock Exchange, Inc.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry
into a Material Definitive Agreement.
On March 3, 2021
, Cigna Corporation (the “Company”
) completed its offering of $500 million in aggregate principal amount of its
0.613% Senior Notes due 2024 (the “2024 Notes”
), $800 million in aggregate principal amount of its 1.250% Senior Notes due 2026 (the “2026 Notes”
), $1.5 billion in aggregate principal amount of its 2.375% Senior Notes due 2031 (the “2031 Notes”
$1.5 billion in aggregate principal amount of its 3.400% Senior Notes due 2051 (together with the 2024 Notes, the 2026 Notes and the 2031 Notes, the “Notes”
). The Notes were sold pursuant to the Company
’s shelf registration statement on Form S-3ASR
(File No. 333-236877
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 7.01 Regulation
intends to use the net proceeds from the $4.3 billion offering of the Notes, together with cash on hand and/or borrowings
under its commercial paper facility, to redeem approximately $3.5 billion in aggregate principal amount of its existing outstanding notes, as set forth below. The Company
intends to use the remaining proceeds not applied to the above transactions for
general corporate purposes.
On March 3, 2021
, the Company
instructed the Trustee to deliver (i) a notice of full redemption to the holders of the Company
Senior Notes due 2021, 4.000% Senior Notes due 2022 and 3.900% Senior Notes due 2022 (collectively, the “Cigna 2021-2022 Notes”
) pursuant to which the Company
will redeem the entire $2,198,536,000 aggregate principal amount of the Cigna 2021-2022
Notes outstanding on March 18, 2021
and (ii) a notice of partial redemption to the holders of the Company
’s 3.750% Senior Notes due 2023 (the “Cigna 2023 Notes”
and, collectively with the Cigna 2021-2022 Notes, the “Cigna Existing Notes”
) pursuant to
which the Company
will redeem $1,000,000,000 in aggregate principal amount of the Cigna 2023 Notes outstanding on March 18, 2021
, in each case at a redemption price calculated in accordance with the terms and conditions of the indenture
Cigna Existing Notes.
On March 3, 2021
, Cigna Holding Company (“CHC”
), a wholly-owned subsidiary of the Company
, instructed the Trustee to deliver a notice of
full redemption to the holders of CHC’s 4.000% Senior Notes due 2022 (the “CHC 2022 Notes”
) pursuant to which CHC will redeem the entire $120,070,000 aggregate principal amount of the CHC 2022 Notes outstanding on April 2, 2021
at a redemption price
calculated in accordance with the terms and conditions of the indenture
governing the CHC 2022 Notes.
Additionally, on March 3, 2021
, Evernorth Health, Inc. (formerly known as Express Scripts Holding Company) (“Evernorth”
), a wholly-owned
subsidiary of the Company
, instructed Wells Fargo Bank, National Association, as trustee, to deliver notices of full redemption to the holders of Evernorth’s 3.900% Senior Notes due 2022 (the “Evernorth 2022 Notes”
) pursuant to which Evernorth will
redeem the entire $180,977,000 aggregate principal amount of the Evernorth 2022 Notes outstanding on April 2, 2021
at a redemption price calculated in accordance with the terms and conditions of the indenture
governing the Evernorth 2022 Notes.
This information under this Item 7.01 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”
), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, except as shall be expressly set
forth by specific reference in such a filing.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Current Report on Form 8-K (the “Report”
), and oral statements made with respect to information contained in this Report, may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the Company
’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 our projected adjusted income from operations outlook for 2021 on a consolidated and per share basis and projected adjusted revenue
outlook for 2021; as well as statements concerning future financial or operating performance, including our ability to deliver affordable, predictable and simple solutions for our customers and clients, including in light of the challenges presented
by the COVID-19 pandemic; future growth, business strategy, strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas; financing or capital
deployment plans and amounts available for future deployment; our prospects for growth in the coming years; strategic transactions, including the pending acquisition of MDLive, Inc.; and other statements regarding the Company
’s future beliefs,
expectations, plans, intentions, liquidity, cash flows, financial condition or performance. You may identify forward-looking statements by the use of words such as “believe,” “expect,” “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. Such risks and uncertainties include, but are not limited to: our ability to achieve our strategic and operational initiatives; our ability to adapt to changes in an evolving
and rapidly changing industry; the scale, scope and duration of the COVID-19 pandemic and its potential impact on our business, operating results, cash flows or financial condition, our ability to compete effectively, differentiate our products and
services from those of our competitors and maintain or increase market share; price competition and other pressures that could compress our margins or result in premiums that are insufficient to cover the cost of services delivered to our customers;
the potential for actual claims to exceed our estimates related to expected medical claims; our ability to develop and maintain satisfactory relationships with physicians, hospitals, other health service providers and with producers and consultants;
our ability to maintain relationships with one or more key pharmaceutical manufacturers or if payments made or discounts provided decline; changes in the pharmacy provider marketplace or pharmacy networks; changes in drug pricing or industry pricing
benchmarks; political, legal, operational, regulatory, economic and other risks that could affect our multinational operations; risks related to strategic transactions and realization of the expected benefits of such transactions, including with
respect to the pending acquisition of MDLive, Inc., as well as integration difficulties or underperformance relative to expectations; dependence on success of relationships with third parties; risk of significant disruption within our operations or
among key suppliers or third parties; our ability to invest in and properly maintain our information technology and other business systems; our ability to prevent or contain effects of a potential cyberattack or other privacy or data security
incident; potential liability in connection with managing medical practices and operating pharmacies, onsite clinics and other types of medical facilities; the substantial level of government regulation over our business and the potential effects of
new laws or regulations or changes in existing laws or regulations; uncertainties surrounding participation in government-sponsored programs such as Medicare; the outcome of litigation, regulatory audits, investigations; compliance with applicable
privacy, security and data laws, regulations and standards; potential failure of our prevention, detection and control systems; unfavorable economic and market conditions, stock market or interest rate declines, risks related to a downgrade in
financial strength ratings of our insurance subsidiaries
; the impact of our significant indebtedness and the potential for further indebtedness in the future; unfavorable industry, economic or political conditions; credit risk related to our
reinsurers; as well as more specific risks and uncertainties discussed in our most recent report on Form 10-K and subsequent reports available through the Investor Relations section of www.cigna.com
. 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 Company
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.
Item 8.01 Other
In connection with the offering of the Notes, on March 1, 2021
, the Company
entered into an Underwriting Agreement
) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC
, as representatives of the underwriters
named in Schedule I thereto.
The Underwriting Agreement
contains customary representations, warranties and agreements of the Company
, conditions to closing,
indemnification rights and obligations of the parties, and termination provisions.
In addition, a copy of the opinion of Simpson Thacher & Bartlett LLP, counsel to the Company
, relating to the legality of the Notes
is filed as Exhibit 5.1
Item 9.01 Financial
Statements and Exhibits.
, dated as of March 1, 2021
, by and among Cigna Corporation and Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.
No. 5, dated as of March 3, 2021
, between Cigna Corporation and U.S. Bank National Association, as trustee.
Opinion of Simpson Thacher & Bartlett LLP.
Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1
Cover Page Interactive Data File (formatted in Inline XBRL).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.