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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cigna Group | NYSE:CI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.50 | -0.15% | 344.00 | 1,026 | 14:14:48 |
Delaware
|
| |
6324
|
| |
82-4991898
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(IRS Employer
Identification Number) |
Large accelerated filer ☒
|
| |
Accelerated filer ☐
|
| |
Non-accelerated filer ☐
|
| |
Smaller reporting company ☐
|
Emerging growth company ☐
|
| |
|
| |
|
| |
|
Title of Each Class of
Securities to Be Registered |
| |
Amount to Be
Registered |
| |
Proposed Maximum
Offering Price Per Unit |
| |
Proposed Maximum
Aggregate Offering Price |
| |
Amount of
Registration Fee(1) |
4.000% Notes due 2022
|
| |
$156,621,000
|
| |
100%
|
| |
$156,621,000
|
| |
$20,329.41
|
8.30% Notes due 2023
|
| |
$3,077,000
|
| |
100%
|
| |
$3,077,000
|
| |
$399.40
|
7.65% Notes due 2023
|
| |
$9,175,000
|
| |
100%
|
| |
$9,175,000
|
| |
$1,190.92
|
3.250% Notes due 2025
|
| |
$756,761,000
|
| |
100%
|
| |
$756,761,000
|
| |
$98,227.58
|
7.875% Notes due 2027
|
| |
$178,833,000
|
| |
100%
|
| |
$178,833,000
|
| |
$23,212.53
|
3.050% Notes due 2027
|
| |
$549,660,000
|
| |
100%
|
| |
$549,660,000
|
| |
$71,345.87
|
8.30% Step-Down Notes due 2033
|
| |
$31,882,000
|
| |
100%
|
| |
$31,882,000
|
| |
$4,138.29
|
6.150% Notes due 2036
|
| |
$175,076,000
|
| |
100%
|
| |
$175,076,000
|
| |
$22,724.87
|
5.875% Notes due 2041
|
| |
$91,102,000
|
| |
100%
|
| |
$91,102,000
|
| |
$1,1825.04
|
5.375% Notes due 2042
|
| |
$295,860,000
|
| |
100%
|
| |
$295,860,000
|
| |
$38,402.63
|
3.875% Notes due 2047
|
| |
$968,380,000
|
| |
100%
|
| |
$968,380,000
|
| |
$125,695.73
|
3.900% Notes due 2022
|
| |
$791,915,000
|
| |
100%
|
| |
$791,915,000
|
| |
$102,790.57
|
3.050% Notes due 2022
|
| |
$429,789,000
|
| |
100%
|
| |
$429,789,000
|
| |
$55,786.62
|
3.000% Notes due 2023
|
| |
$855,208,000
|
| |
100%
|
| |
$855,208,000
|
| |
$111,006.00
|
3.50% Notes due 2024
|
| |
$713,513,000
|
| |
100%
|
| |
$713,513,000
|
| |
$92,613.99
|
4.500% Notes due 2026
|
| |
$1,234,360,000
|
| |
100%
|
| |
$1,234,360,000
|
| |
$160,219.93
|
3.400% Notes due 2027
|
| |
$1,326,728,000
|
| |
100%
|
| |
$1,326,728,000
|
| |
$172,209.30
|
6.125% Notes due 2041
|
| |
$422,371,000
|
| |
100%
|
| |
$422,371,000
|
| |
$54,823.76
|
4.800% Notes due 2046
|
| |
$1,407,326,000
|
| |
100%
|
| |
$1,407,326,000
|
| |
$182,670.92
|
4.125% Notes due 2020
|
| |
$348,914,000
|
| |
100%
|
| |
$348,914,000
|
| |
$45,289.04
|
Total
|
| |
|
| |
|
| |
$10,746,551,000
|
| |
$1,394,902.40
|
(1)
|
Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
|
|
New Notes
|
| |
Old Notes
|
|
|
$156,621,000 4.000% Notes due 2022
|
| |
$156,621,000 4.000% Notes due 2022
|
|
|
$3,077,000 8.30% Notes due 2023
|
| |
$3,077,000 8.30% Notes due 2023
|
|
|
$9,175,000 7.65% Notes due 2023
|
| |
$9,175,000 7.65% Notes due 2023
|
|
|
$756,761,000 3.250% Notes due 2025
|
| |
$756,761,000 3.250% Notes due 2025
|
|
|
$178,833,000 7.875% Notes due 2027
|
| |
$178,833,000 7.875% Notes due 2027
|
|
|
$549,660,000 3.050% Notes due 2027
|
| |
$549,660,000 3.050% Notes due 2027
|
|
|
$31,882,000 8.30% Step-Down Notes due 2033
|
| |
$31,882,000 8.30% Step-Down Notes due 2033
|
|
|
$175,076,000 6.150% Notes due 2036
|
| |
$175,076,000 6.150% Notes due 2036
|
|
|
$91,102,000 5.875% Notes due 2041
|
| |
$91,102,000 5.875% Notes due 2041
|
|
|
$295,860,000 5.375% Notes due 2042
|
| |
$295,860,000 5.375% Notes due 2042
|
|
|
$968,380,000 3.875% Notes due 2047
|
| |
$968,380,000 3.875% Notes due 2047
|
|
|
$791,915,000 3.900% Notes due 2022
|
| |
$791,915,000 3.900% Notes due 2022
|
|
|
$429,789,000 3.050% Notes due 2022
|
| |
$429,789,000 3.050% Notes due 2022
|
|
|
$855,208,000 3.000% Notes due 2023
|
| |
$855,208,000 3.000% Notes due 2023
|
|
|
$713,513,000 3.50% Notes due 2024
|
| |
$713,513,000 3.50% Notes due 2024
|
|
|
$1,234,360,000 4.500% Notes due 2026
|
| |
$1,234,360,000 4.500% Notes due 2026
|
|
|
$1,326,728,000 3.400% Notes due 2027
|
| |
$1,326,728,000 3.400% Notes due 2027
|
|
|
$422,371,000 6.125% Notes due 2041
|
| |
$422,371,000 6.125% Notes due 2041
|
|
|
$1,407,326,000 4.800% Notes due 2046
|
| |
$1,407,326,000 4.800% Notes due 2046
|
|
|
$348,914,000 4.125% Notes due 2020
|
| |
$348,914,000 4.125% Notes due 2020
|
|
•
|
are acquiring the Exchange Notes in the ordinary course of business; and
|
•
|
have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.
|
•
|
is Cigna’s affiliate;
|
•
|
does not acquire the Exchange Notes in the ordinary course of its business; or
|
•
|
cannot rely on the position of the staff of the SEC expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters;
|
•
|
the exchange offer does not violate applicable law or applicable interpretations of the staff of the SEC; and
|
•
|
there is no action or proceeding instituted or threatened in any court or by any governmental agency with respect to this exchange offer, which, in Cigna’s judgment, could reasonably be expected to impair Cigna’s ability to proceed with the exchange offer.
|
•
|
any Exchange Notes that you receive will be acquired in the ordinary course of your business;
|
•
|
you have no arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes;
|
•
|
if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Old Notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of the Exchange Notes; and
|
•
|
you are not an “affiliate” of Cigna as defined in Rule 405 under the Securities Act.
|
•
|
we were insolvent on the date of the issuance of the Exchange Notes;
|
•
|
we were rendered insolvent by reason of the issuance of the Exchange Notes;
|
•
|
the issuance of the Exchange Notes left us with an unreasonably small amount of capital to carry on the business; or
|
•
|
we intended to, or believed that we would, incur debts beyond our ability to pay such debts as they mature.
|
•
|
the sum of its debts, including contingent liabilities, was greater than the fair value of all its assets;
|
•
|
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
|
•
|
it could not pay its debts as they become due.
|
•
|
use commercially reasonable efforts to (1) cause to be filed a registration statement on an appropriate registration form with respect to a registered offer to exchange each series of Old Notes for Exchange Notes with terms substantially identical in all material respects to such series of Old Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the registration rights agreement) and (2) have such registration statement become effective on or before October 11, 2020, which is referred to as the Target Registration Date, and if requested by one or more participating broker-dealers (as defined below), remain effective until 180 days after the expiration time of the exchange offer for use by such participating broker-dealers; and
|
•
|
commence the exchange offer for each series promptly after the exchange offer registration statement is declared effective by the SEC and use commercially reasonable efforts to complete the exchange offer for such series not later than 60 days after such effective date.
|
•
|
to delay accepting for exchange any Old Notes due to an extension of the exchange offer;
|
•
|
to extend the exchange offer or to terminate the exchange offer and to refuse to accept Old Notes not previously accepted if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied by giving oral or written notice (if oral, to be promptly confirmed in writing) of such extension or termination to the exchange agent; or
|
•
|
subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.
|
•
|
the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC; or
|
•
|
any action or proceeding has been instituted or threatened in any court or by any governmental agency with respect to the exchange offer.
|
•
|
transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the Exchange Agent, at the address listed below under the heading “—Exchange Agent;” or
|
•
|
if Old Notes are tendered in accordance with the book-entry procedures described below, the tendering holder must transmit an agent’s message (described below) to the Exchange Agent.
|
•
|
certificates for the Old Notes; or
|
•
|
confirmation of book-entry transfer of the Old Notes into the Exchange Agent’s account at DTC, the book-entry transfer facility.
|
•
|
by a registered holder of the Old Notes that has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
|
•
|
for the account of an “eligible institution.”
|
•
|
it is not an affiliate of ours or, if an affiliate of ours, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes;
|
•
|
the Exchange Notes will be acquired in the ordinary course of its business;
|
•
|
it is not participating, does not intend to participate, and has no arrangement or understanding with anyone to participate, in the distribution (within the meaning of the Securities Act) of the Exchange Notes;
|
•
|
it is not a broker-dealer that purchased any of the Old Notes from us or any of our affiliates for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and
|
•
|
if such holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such Exchange Notes. See “Plan of Distribution.”
|
•
|
certificates for the Old Notes or a book-entry confirmation of the deposit of the Old Notes into the Exchange Agent’s account at the book-entry transfer facility;
|
•
|
a properly completed and duly executed letter of transmittal or a transmitted agent’s message; and
|
•
|
all other required documents.
|
•
|
Cigna determines that the exchange offer is not available under applicable law or if applicable interpretations of the staff of the SEC do not permit Cigna to effect the exchange offer;
|
•
|
for any reason, Cigna does not consummate the exchange offer by the Target Registration Date; or
|
•
|
following the Target Registration Date, Cigna receives a written request from any dealer manager representing that it holds Old Notes that are or were ineligible to be exchanged in any such exchange offer, Cigna shall use its commercially reasonable efforts to cause to become effective a shelf registration statement providing for the sale of all the registrable securities of such series by the Holders thereof.
|
•
|
make payments on the Notes held in certificated form at the designated office of the Trustee; and
|
•
|
may make payments by wire transfer for Notes held in book-entry form or by check mailed to the address of the person entitled to the payment as it appears in the note register.
|
•
|
Interest on the 4.000% 2022 Notes is payable on February 15 and August 15 of each year;
|
•
|
interest on the 8.30% 2023 Notes is payable on January 15 and July 15 of each year;
|
•
|
interest on the 7.65% 2023 Notes is payable on March 1 and September 1 of each year;
|
•
|
interest on the 3.250% 2025 Notes is payable on April 15 and October 15 of each year;
|
•
|
interest on the 7.875% 2027 Notes is payable on May 15 and November 15 of each year;
|
•
|
interest on the 3.050% 2027 Notes is payable on April 15 and October 15 of each year;
|
•
|
interest on the 8.30% 2033 Step-Down Notes is payable on January 15 and July 15 of each year;
|
•
|
interest on the 6.150% 2036 Notes is payable on May 15 and November 15 of each year;
|
•
|
interest on the 5.875% 2041 Notes is payable on March 15 and September 15 of each year;
|
•
|
interest on the 5.375% 2042 Notes is payable on February 15 and August 15 of each year;
|
•
|
interest on the 3.875% 2047 Notes is payable on April 15 and October 15 of each year;
|
•
|
interest on the 3.900% 2022 Notes is payable on February 15 and August 15 of each year;
|
•
|
interest on the 3.050% 2022 Notes is payable on May 30 and November 30 of each year;
|
•
|
interest on the 3.000% 2023 Notes is payable on January 15 and July 15 of each year;
|
•
|
interest on the 3.50% 2024 Notes is payable on June 15 and December 15 of each year;
|
•
|
interest on the 4.500% 2026 Notes is payable on February 25 and August 25 of each year;
|
•
|
interest on the 3.400% 2027 Notes is payable on March 1 and September 1 of each year;
|
•
|
interest on the 6.125% 2041 Notes is payable on May 15 and November 15 of each year;
|
•
|
interest on the 4.800% 2046 Notes is payable on January 15 and July 15 of each year; and
|
•
|
interest on the 4.125% 2020 Notes is payable on March 15 and September 15 of each year.
|
•
|
100% of the principal amount of the Notes to be redeemed, and
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the redemption date) on the Notes to be redeemed from the redemption date to the maturity date of such series of Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the number of basis points set forth below under the heading “Make-Whole Calculation Basis Points” across from the name of such series of Notes,
|
Series of Notes
|
| |
Make-Whole Calculation Basis Points
|
8.30% 2033 Step-Down Notes
|
| |
20
|
6.150% 2036 Notes
|
| |
25
|
3.900% 2022 Notes
|
| |
40
|
6.125% 2041 Notes
|
| |
50
|
4.125% 2020 Notes
|
| |
25
|
•
|
100% of the principal amount of the Notes to be redeemed, and
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the redemption date) on the Notes to be redeemed from the redemption date to the maturity date of such series of Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the number of basis points set forth below under the heading “Make-Whole Calculation Basis Points” across from the name of such series of Notes,
|
Series of Notes
|
| |
Make-Whole Calculation Basis Points
|
4.000% 2022 Notes
|
| |
35
|
3.250% 2025 Notes
|
| |
17.5
|
3.050% 2027 Notes
|
| |
15
|
5.875% 2041 Notes
|
| |
25
|
5.375% 2042 Notes
|
| |
40
|
3.875% 2047 Notes
|
| |
20
|
3.50% 2024 Notes
|
| |
20
|
•
|
100% of the principal amount of the Notes to be redeemed, and
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the redemption date) on the Notes to be redeemed from the redemption date to the Par Call Date (as defined below) of such series of Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the number of basis points set forth below under the heading “Make-Whole Calculation Basis Points” across from the name of such series of Notes,
|
Series of Notes
|
| |
Make-Whole Calculation Basis Points
|
3.050% 2022 Notes
|
| |
15
|
3.000% 2023 Notes
|
| |
25
|
4.500% 2026 Notes
|
| |
45
|
3.400% 2027 Notes
|
| |
30
|
4.800% 2046 Notes
|
| |
40
|
Series of Notes
|
| |
Par Call Date
|
4.000% 2022 Notes
|
| |
November 15, 2021
|
3.250% 2025 Notes
|
| |
January 15, 2025
|
3.050% 2027 Notes
|
| |
July 15, 2027
|
5.875% 2041 Notes
|
| |
September 15, 2040
|
5.375% 2042 Notes
|
| |
August 15, 2041
|
3.875% 2047 Notes
|
| |
April 15, 2047
|
3.050% 2022 Notes
|
| |
October 31, 2022
|
3.000% 2023 Notes
|
| |
May 16, 2023
|
3.50% 2024 Notes
|
| |
March 17, 2024
|
4.500% 2026 Notes
|
| |
November 27, 2025
|
3.400% 2027 Notes
|
| |
December 1, 2026
|
4.800% 2046 Notes
|
| |
January 16, 2046
|
•
|
accept or cause a third party to accept for payment all Notes properly tendered pursuant to the Change of Control Offer;
|
•
|
deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes properly tendered; and
|
•
|
deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer’s certificate stating the principal amount of the Notes being purchased.
|
•
|
the person formed by the consolidation or with or into which we are merged or the person that purchases our properties and assets as, or substantially as, an entirety is the Company or any successor thereto or a corporation organized and validly existing under the laws of the United States of America, any State or the District of Columbia, and any such successor or purchaser expressly assumes the Company’s obligations on the Notes under a supplemental indenture;
|
•
|
immediately after giving effect to the transaction no Event of Default shall have occurred and be continuing; and
|
•
|
an officers’ certificate and opinion of counsel are delivered to the Trustee.
|
•
|
we fail to pay principal of, or premium, if any, on, any Notes of that series when due;
|
•
|
we fail to pay interest, if any, on any Notes of that series when due and the failure continues for a period of 30 days;
|
•
|
we fail to perform in any material respect any covenant in the Indenture not specified in the previous two bullet points (other than a covenant included in the Indenture solely for the benefit of a different series of debt securities) and the failure to perform continues for a period of 90 days after receipt of a specified written notice to us from the Trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes of any relevant series of Notes; and
|
•
|
certain events of bankruptcy, insolvency, reorganization, receivership or liquidation of the Company.
|
•
|
such holders previously gave written notice to the Trustee of a continuing Event of Default;
|
•
|
such holders have made a written request to the Trustee to institute a proceeding;
|
•
|
such holders have offered an indemnity reasonably satisfactory to the Trustee to institute a proceeding; and
|
•
|
the Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding Notes of that series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.
|
•
|
evidence the assumption by another person of our obligations;
|
•
|
add covenants for the benefit of the holders of all or any series of Notes or surrender any right or power of the Company under the Indenture or the Notes;
|
•
|
add any additional Events of Default;
|
•
|
add or change the Indenture to permit or facilitate the issuance of Notes in bearer form or in uncertificated form;
|
•
|
add to, change or eliminate a provision of the Indenture or the Notes if such addition, change or elimination does not apply to a Note created prior to the execution of such supplemental indenture or modify the rights of a holder of any Note with respect to such provision;
|
•
|
secure any Note or perfect the security interest securing the Company’s obligations in respect of any Note;
|
•
|
establish the form or terms of debt securities of any series;
|
•
|
evidence the acceptance of appointment by a successor Trustee;
|
•
|
add to any provision of an Indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of Notes if such action does not adversely affect the interests of the holders of Notes in any material respect;
|
•
|
cure any ambiguity or correct any inconsistency in the Indenture or make other changes, provided that any such action does not adversely affect the interests of the holders of Notes of any affected series in any material respect;
|
•
|
add guarantees in respect of any Note;
|
•
|
conform the text of the Indenture or the Notes to any provision of this “Description of Notes” or any other provision of this prospectus; or
|
•
|
conform the Indenture or the Notes to any mandatory provision of law.
|
•
|
change the stated maturity of the principal of (or premium, if any) or any installment of principal or interest, if any, on any such Note;
|
•
|
reduce the principal amount of (or premium, if any) or the interest rate, if any, on any such Note;
|
•
|
change the place or currency of payment of principal of (or premium if any) or the interest, if any, on any such Note;
|
•
|
impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note;
|
•
|
reduce the percentage of holders of debt securities necessary to modify or amend the Indenture;
|
•
|
modify the foregoing requirements or reduce the percentage of outstanding Notes necessary to waive compliance with certain provisions of the Indenture or for waiver of certain defaults.
|
•
|
we will be discharged from our obligations with respect to the Notes of such series (which we refer to in this “Description of Notes” as a “legal defeasance”), or
|
•
|
we will no longer be under any obligation to comply with the covenants described above under “— Limitations on Liens on Common Stock of Designated Subsidiaries” or “—Consolidation, Merger and Sale of Assets,” or the provisions of the Notes described under “—Change of Control Offer,” and any Event of Default relating to any failure to comply with such covenants will no longer apply to us (which we refer to in this prospectus as a “covenant defeasance”).
|
•
|
upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the dealer managers; and
|
•
|
ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).
|
•
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a limited purpose trust company organized under the laws of the State of New York;
|
•
|
a “banking organization” within the meaning of the New York State Banking Law;
|
•
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a member of the U.S. Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the Uniform Commercial Code; and
|
•
|
a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.
|
•
|
will not be entitled to have the Notes represented by the global note registered in their names;
|
•
|
will not receive or be entitled to receive physical, certificated notes; and
|
•
|
will not be considered the owners or holders of the notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the Indenture.
|
•
|
DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes of such series and a successor depositary is not appointed within 90 days;
|
•
|
DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;
|
•
|
we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes of such series; or
|
•
|
there shall have occurred and be continuing an Event of Default with respect to Notes of such series and DTC notifies the Trustee of its decision to exchange the global notes of such series for certificated notes of such series.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2019;
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•
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020; and
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•
|
our Current Reports on Form 8-K filed on February 27, 2020; March 5, 2020; March 16, 2020; April 3, 2020; April 24, 2020; and our Current Report on Form 8-K/A filed on April 24, 2020.
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Item 20.
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Indemnification of Directors and Officers.
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Item 21.
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Exhibits and Financial Statement Schedules.
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Number
|
| |
Description
|
| |
Method of Filing
|
| |
Amended and Restated Certificate of Incorporation of Cigna Corporation
|
| |
Filed by the registrant as Exhibit 3.1 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
|
|
| |
Amended and Restated By-Laws of Cigna Corporation
|
| |
Filed by the registrant as Exhibit 3.1 to the Current Report on Form 8-K on February 27, 2020 and incorporated herein by reference.
|
|
| |
Indenture, dated as of September 17, 2018, between Cigna Corporation (formerly Halfmoon Parent, Inc.) and U.S. Bank National Association, as trustee
|
| |
Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on September 21, 2018 and incorporated herein by reference.
|
|
| |
Third Supplemental Indenture dated as of October 11, 2019, by and among Cigna Corporation, Express Scripts Holding Company, Cigna Holding Company and U.S. Bank National Association, as trustee
|
| |
Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.
|
Number
|
| |
Description
|
| |
Method of Filing
|
| |
Registration Rights Agreement, dated as of October 11, 2019, by and among Cigna Corporation, Cigna Holding Company, Express Scripts Holding Company and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as dealer managers
|
| |
Filed by the registrant as Exhibit 4.2 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.
|
|
| |
Form of 4.000% Note due 2022
|
| |
Filed herewith.
|
|
| |
Form of 8.30% Note due 2023
|
| |
Filed herewith.
|
|
| |
Form of 7.65% Note due 2023
|
| |
Filed herewith.
|
|
| |
Form of 3.250% Note due 2025
|
| |
Filed herewith.
|
|
| |
Form of 7.875% Note due 2027
|
| |
Filed herewith.
|
|
| |
Form of 3.050% Note due 2027
|
| |
Filed herewith.
|
|
| |
Form of 8.30% Note due 2033
|
| |
Filed herewith.
|
|
| |
Form of 6.150% Note due 2036
|
| |
Filed herewith.
|
|
| |
Form of 5.875% Note due 2041
|
| |
Filed herewith.
|
|
| |
Form of 5.375% Note due 2042
|
| |
Filed herewith.
|
|
| |
Form of 3.875% Note due 2047
|
| |
Filed herewith.
|
|
| |
Form of 3.900% Note due 2022
|
| |
Filed herewith.
|
|
| |
Form of 3.050% Note due 2022
|
| |
Filed herewith.
|
|
| |
Form of 3.000% Note due 2023
|
| |
Filed herewith.
|
|
| |
Form of 3.50% Note due 2024
|
| |
Filed herewith.
|
|
| |
Form of 4.500% Note due 2026
|
| |
Filed herewith.
|
|
| |
Form of 3.400% Note due 2027
|
| |
Filed herewith.
|
|
| |
Form of 6.125% Note due 2041
|
| |
Filed herewith.
|
|
| |
Form of 4.800% Note due 2046
|
| |
Filed herewith.
|
|
| |
Form of 4.125% Note due 2020
|
| |
Filed herewith.
|
|
| |
Opinion of Simpson Thacher & Bartlett LLP
|
| |
Filed herewith.
|
|
| |
List of Subsidiaries
|
| |
Filed by the registrant as Exhibit 21 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference.
|
|
| |
Consent of PricewaterhouseCoopers LLP
|
| |
Filed herewith.
|
|
| |
Consent of Simpson Thacher & Bartlett LLP
|
| |
Included in Exhibit 5.1.
|
|
| |
Powers of Attorney
|
| |
Included on signature page.
|
|
| |
Statement of Eligibility of Trustee on Form T-1
|
| |
Filed herewith.
|
|
| |
Form of Letter of Transmittal
|
| |
Filed herewith.
|
Item 22.
|
Undertakings.
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(6)
|
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(7)
|
To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
|
(8)
|
To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
|
(9)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
|
| |
Cigna Corporation
|
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| |
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|
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By:
|
| |
/s/ Eric P. Palmer
|
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|
| |
|
| |
Name:
|
| |
Eric P. Palmer
|
|
| |
|
| |
Title:
|
| |
Executive Vice President,
|
|
| |
|
| |
|
| |
Chief Financial Officer
|
Signature
|
| |
Title
|
/s/ David M. Cordani
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
David M. Cordani
|
| ||
|
| |
|
/s/ Eric P. Palmer
|
| |
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
Eric P. Palmer
|
| ||
|
| |
|
/s/ Mary T. Agoglia Hoeltzel
|
| |
Senior Vice President, Tax and Chief Accounting Officer (Principal Accounting Officer)
|
Mary T. Agoglia Hoeltzel
|
| ||
|
| |
|
/s/ William J. DeLaney
|
| |
Director
|
William J. DeLaney
|
| ||
|
| |
|
/s/ Eric J. Foss
|
| |
Director
|
Eric J. Foss
|
| ||
|
| |
|
/s/ Elder Granger, M.D.
|
| |
Director
|
Elder Granger, M.D.
|
| ||
|
| |
|
/s/ Isaiah Harris, Jr.
|
| |
Chairman of the Board
|
Isaiah Harris, Jr.
|
| ||
|
| |
|
/s/ Mark McClellan, M.D.
|
| |
Director
|
Mark McClellan, M.D.
|
| ||
|
| |
|
Signature
|
| |
Title
|
/s/ Roman Martinez IV
|
| |
Director
|
Roman Martinez IV
|
| ||
|
| |
|
/s/ Kathleen M. Mazzarella
|
| |
Director
|
Kathleen M. Mazzarella
|
| ||
|
| |
|
/s/ John M. Partridge
|
| |
Director
|
John M. Partridge
|
| ||
|
| |
|
/s/ William L. Roper, M.D.
|
| |
Director
|
William L. Roper, M.D.
|
| ||
|
| |
|
/s/ Eric C. Wiseman
|
| |
Director
|
Eric C. Wiseman
|
| ||
|
| |
|
/s/ Donna F. Zarcone
|
| |
Director
|
Donna F. Zarcone
|
|
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