Prospectus Supplement
(To Prospectus dated March 4, 2020)
$3,500,000,000
Cigna Corporation
$1,500,000,000 2.400% Senior Notes due 2030
$750,000,000 3.200% Senior Notes due 2040
$1,250,000,000 3.400% Senior Notes due 2050
We are offering $1,500,000,000 of our 2.400% Senior Notes due 2030 (the 10-Year Notes), $750,000,000 of our 3.200% Senior Notes due 2040 (the 20-Year Notes) and $1,250,000,000 of our 3.400% Senior Notes due 2050 (the 30-Year Notes and, together with the 10-Year Notes and the 20-Year Notes, the Notes).
The 10-Year Notes will bear interest at the rate of 2.400% per year. Interest on the 10-Year Notes is payable on March 15 and September 15 of each year, beginning September 15, 2020. The 10-Year Notes will mature on March 15, 2030.
The 20-Year Notes will bear interest at the rate of 3.200% per year. Interest on the 20-Year Notes is payable on March 15 and September 15 of each year, beginning September 15, 2020. The 20-Year Notes will mature on March 15, 2040.
The 30-Year Notes will bear interest at the rate of 3.400% per year. Interest on the 30-Year Notes is payable on March 15 and September 15 of each year, beginning September 15, 2020. The 30-Year Notes will mature on March 15, 2050.
We may redeem the Notes, in whole or in part, as described under the caption Description of the Notes—Optional Redemption in this prospectus supplement. If a change of control triggering event as described in this prospectus supplement under the caption Description of the Notes—Change of Control Offer occurs with respect to the 10-Year Notes, the 20-Year Notes or the 30-Year Notes, we will be required to offer to repurchase all of the 10-Year Notes, the 20-Year Notes or the 30-Year Notes, as applicable, at a repurchase price equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest to the date of repurchase.
The Notes will be our senior unsecured and unsubordinated obligations and will rank equally with all of our existing and future senior unsecured and unsubordinated indebtedness and senior to all of our future subordinated indebtedness. The Notes will effectively rank junior to any of our existing and future secured indebtedness to the extent of the assets securing that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of our subsidiaries.
Concurrently with this offering, we launched cash tender offers (the Cash Tender Offers) for (1) up to $500,000,000 of Cigna Holding Companys 4.000% Senior Notes due 2022, our 4.000% Senior Notes due 2022, Express Scripts Holding Companys 3.900% Senior Notes due 2022 and our 3.900% Senior Notes due 2022 (collectively, the 2022 Existing Notes) validly tendered and accepted by us and (2) up to $950,000,000 of Cigna Holding Companys 7.650% Senior Notes due 2023, our 7.650% Senior Notes due 2023, our 3.750% Senior Notes due 2023, Express Scripts Holding Companys 3.000% Senior Notes due 2023 and our 3.000% Senior Notes due 2023 (collectively, the 2023 Existing Notes). The Cash Tender Offers are not being made pursuant to this prospectus supplement or the accompanying prospectus. The closing of the Cash Tender Offers are contingent upon the closing of this offering, but the closing of this offering is not conditioned upon the consummation of the Cash Tender Offers.
We intend to use the net proceeds from this offering, together with cash on hand and/or borrowings under our commercial paper facility, to pay the consideration for the Cash Tender Offers, to redeem approximately $2,050,000,000 of senior notes, which constitutes all outstanding principal amounts under our 3.300% Senior Notes due 2021, 4.750% Senior Notes due 2021 and 4.500% Senior Notes due 2021, Cigna Holding Companys 4.500% Senior Notes due 2021 and Express Scripts Holding Companys 3.300% Senior Notes due 2021 and 4.750% Senior Notes due 2021 (collectively, the 2021 Existing Notes and such redemptions, the Redemptions) and to pay accrued and unpaid interest and related expenses. The Redemptions are not contingent upon the closing of this offering, nor is the closing of this offering conditioned upon the consummation of the Redemptions. This prospectus supplement or the accompanying prospectus does not constitute a notice of redemption for the 2021 Existing Notes. We intend to use the remaining proceeds not applied in the Cash Tender Offers or the Redemptions, if any, for general corporate purposes. The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
Investing in the Notes involves certain risks. See Cautionary Note Regarding Forward-Looking Statements and Risk Factors beginning on page S-ii of this prospectus supplement and the other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Per 10-Year
Note
|
10-Year
Notes Total
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Per 20-Year
Note
|
20-Year
Notes Total
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Per 30-Year
Note
|
30-Year
Notes Total
|
Public offering price(1)
|
|
99.832
|
%
|
$
|
1,497,480,000
|
|
|
99.853
|
%
|
$
|
748,897,500
|
|
|
99.813
|
%
|
$
|
1,247,662,500
|
|
Underwriting discount
|
|
0.450
|
%
|
$
|
6,750,000
|
|
|
0.750
|
%
|
$
|
5,625,000
|
|
|
0.875
|
%
|
$
|
10,937,500
|
|
Proceeds, before expenses, to Cigna Corporation(1)
|
|
99.382
|
%
|
$
|
1,490,730,000
|
|
|
99.103
|
%
|
$
|
743,272,500
|
|
|
98.938
|
%
|
$
|
1,236,725,000
|
|
|
(1)
|
Plus accrued interest, if any, from March 16, 2020 to the date of delivery.
|
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about March 16, 2020, which is the eighth business day following the date of the pricing of the Notes (such settlement cycle being referred to as T+8). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or in the next five succeeding business days will be required, by virtue of the fact that the Notes initially will settle in T+8, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors.
Joint Book-Running Managers
BofA Securities
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Goldman Sachs & Co. LLC
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Morgan Stanley
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Credit Suisse
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Deutsche Bank Securities
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J.P. Morgan
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US Bancorp
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Wells Fargo Securities
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Co-Managers
Citigroup
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Credit
Agricole CIB
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HSBC
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Mizuho
Securities
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MUFG
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PNC Capital Markets LLC
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|
|
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RBC Capital
Markets
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SMBC Nikko
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SunTrust Robinson Humphrey
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TD Securities
|
Academy
Securities
|
March 4, 2020