Cigna Announces Tender Offers for up to $1 Billion in Aggregate Principal Amount of Certain Series of Its Outstanding Senior Notes

BLOOMFIELD, Conn., 05 September, 2017 - Cigna Corporation (NYSE: CI) (the “Company”) announced today that it has commenced an offer to purchase for cash (the "Tender Offers") up to the Aggregate Maximum Principal Amount (as defined below) of its outstanding 8.300% Notes Due 2023, 7.650% Notes Due 2023, 7.875% Debentures Due 2027, 8.300% Step Down Notes Due 2033, 6.150% Notes Due 2036, 5.875% Notes Due 2041 and 5.375% Notes Due 2042 (collectively, the “Securities”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 5, 2017 and the related Letter of Transmittal (collectively, the "Offer to Purchase").

The Tender Offers

The following table summarizes the material pricing terms for the Tender Offers:

                                 
Title of Security   CUSIP   Principal Amount   Acceptance   Early   Fixed   Reference U.S.   Bloomberg   Hypothetical Total
Numbers Outstanding Priority Tender Spread Treasury Security Reference

Consideration (a) , (b)

            level  

Payment (a)

  (bps)       Page    
8.300% Step Down Notes Due 2033   125509BE8   $83,140,000   1   $30   115   3.000% U.S. Treasury Notes due May 2047   PX1   $1,487.06
6.150% Notes Due 2036   125509BH1   $500,000,000   2   $30   98   3.000% U.S. Treasury Notes due May 2047   PX1   $1,326.80
5.875% Notes Due 2041   125509BQ1   $300,000,000   3   $30   100   3.000% U.S. Treasury Notes due May 2047   PX1   $1,322.86
5.375% Notes Due 2042   125509BT5   $750,000,000   4   $30   95   3.000% U.S. Treasury Notes due May 2047   PX1   $1,261.63
7.875% Debentures Due 2027   125509AZ2   $300,000,000   5   $30   90   2.250% U.S. Treasury Notes due August 2027   PX1   $1,400.35
8.300% Notes Due 2023   125509AG4   $16,860,000   6   $30   85   1.625% U.S. Treasury Notes due August 2022   PX1   $1,282.58
7.650% Notes Due 2023   125509AH2   $100,000,000   7   $30   70   1.625% U.S. Treasury Notes due August 2022   PX1   $1,264.82

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(a)

  Per $1,000 principal amount.

(b)

Hypothetical Total Consideration is based on the Fixed Spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of 2:00 p.m., New York City time, on September 1, 2017. The information provided in the above table is for illustrative purposes only. Cigna Corporation makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above table depending on the yield of the applicable Reference U.S. Treasury Security as of the Price Determination Time (as defined below). The actual Total Consideration (as defined below) will be based on the Fixed Spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of the Price Determination Time. The hypothetical Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase.
 

The "Aggregate Maximum Principal Amount" of the Securities is $1,000,000,000. As further described in the Offer to Purchase, the Company will accept for purchase validly tendered Securities in the order of the related "Acceptance Priority Level" set forth in the table above, beginning at the lowest numerical value first, provided that Securities tendered at or before the Early Tender Date will be accepted for purchase in priority to Securities tendered after the Early Tender Date, even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level. Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Principal Amount to be exceeded, as further described in the Offer to Purchase.

The Tender Offers will expire at 11:59 P.M., New York City Time, on October 2, 2017, (such time and date, as the same may be extended, the "Expiration Date"). Securities tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on September 18, 2017 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not thereafter.

Holders of each series of Securities that are validly tendered prior to or at 5:00 P.M., New York City Time, on September 18, 2017 (such time and date, as the same may be extended, the "Early Tender Date") and that are accepted for purchase will receive an amount determined by the Dealer Managers (as described below) based on a spread over the reference U.S. Treasury Security, as set forth in the table above, in accordance with standard market practice as of 2:00 p.m., New York City time, on September 18, 2017 (unless such time is extended) (the "Total Consideration"). The Total Consideration with respect to each series of Securities so calculated includes an "Early Tender Payment" equal to the applicable amount set forth in the table above under the heading "Early Tender Payment". Holders of Securities that are validly tendered after the Early Tender Date but prior to or at the Expiration Date and that are accepted for purchase will receive in cash the Total Consideration minus the Early Tender Payment.

Payment for the Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase may be made, at the Company's option, on the date referred to as the "Early Settlement Date". The Early Settlement Date, if it occurs, will be promptly following the Early Tender Date. It is anticipated that the Early Settlement Date, if it occurs, will be on or around September 19, 2017, the first business day after the Early Tender Date. If the Early Settlement Date occurs, payment for the Securities that are validly tendered after the Early Tender Date and prior to or at the Expiration Date and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date". If no Early Settlement Date occurs, then payment for all the Securities that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Date. It is anticipated that the Final Settlement Date for the Securities will be on or around October 3, 2017, the first business day after the Expiration Date.

Additional Information

The Company's obligation to accept for purchase and to pay for Securities validly tendered and not withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt by the Company of proceeds from a proposed issuance of securities, generating net proceeds in an amount that is sufficient to effect the repurchase of the Securities validly tendered and accepted for purchase pursuant to the Tender Offers, including the payment of any premiums, accrued interest (as described below), additional amounts (as described below), if any, and costs and expenses incurred in connection therewith.

In addition to the applicable consideration described above, all holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

The Hypothetical Total Consideration in the table above is based on the fixed spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of 2:00 p.m., New York City time, on September 1, 2017. The information provided in the above table is for illustrative purposes only. The Company makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above table depending on the yield of the applicable Reference U.S. Treasury Security as of the applicable price determination time. The actual Total Consideration will be based on the fixed spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of the applicable price determination time. The Hypothetical Total Consideration excludes accrued and unpaid interest on the Securities accepted for purchase.

HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc. are the Dealer Managers for the Tender Offers. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offers.

Persons with questions regarding the Tender Offers should contact HSBC Securities (USA) Inc. at (212) 525-5552 (collect) or (888) HSBC-4LM (toll-free), J.P. Morgan Securities LLC at (212) 834-8553 (collect) or (866) 834-4666 (toll-free) and MUFG Securities Americas Inc. at (212) 405-7481 (collect) or (877) 744-4532 (toll-free). The Offer to Purchase will be distributed to holders of Securities promptly. Holders who would like additional copies of the Offer to Purchase may contact the information agent, D.F. King & Co., Inc. by calling toll-free at (800) 628-8532 (banks and brokers may call collect at (212) 269-5550) or email ci@dfking.com.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offers are being made solely pursuant to the Offer to Purchase.

The Tender Offers do not constitute, and the Offer to Purchase may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

About Cigna

Cigna Corporation (NYSE: CI) is a global health service company dedicated to helping people improve their health, well-being and sense of security. All products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation, including Connecticut General Life Insurance Company, Cigna Health and Life Insurance Company, Life Insurance Company of North America and Cigna Life Insurance Company of New York. Such products and services include an integrated suite of health services, such as medical, dental, behavioral health, pharmacy, vision, supplemental benefits, and other related products including group life, accident and disability insurance. Cigna maintains sales capability in 30 countries and jurisdictions, and has more than 95 million customer relationships throughout the world. To learn more about Cigna®, including links to follow us on Facebook or Twitter, visit www.cigna.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. Forward-looking statements are based on our 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 an anticipated financing and other statements regarding our future beliefs, expectations, plans, intentions, 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. The discussions in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 and June 30, 2017, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections therein, as such discussions may be updated from time to time in our periodic filings with the SEC incorporated by reference in the Offer to Purchase, include both expanded discussion of these factors and additional risk factors and uncertainties that could affect the matters discussed in the forward-looking statements. You should not place undue reliance on forward-looking statements that 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 undertakes 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.

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