Express Scripts (ESRX) Announces Benchmark Debt Offering

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ESRX Hot Sheet

Overall Analyst Rating:
BUY (= Flat)

EPS Growth %: +10.6%

Express Scripts, Inc. (Nasdaq: ESRX) reports its wholly owned subsidiary, Aristotle Holding, Inc., a Delaware corporation, has commenced a private offering of senior notes of a benchmark amount. The net proceeds from the offering will be used to pay a portion of the cash consideration payable to stockholders of Medco Health Solutions, Inc. ("Medco") in connection with the previously announced merger pursuant to which Express Scripts and Medco will each become wholly owned subsidiaries of Aristotle (the "Merger"), to repay any existing indebtedness that will be repaid in connection with the Merger and to pay related fees and expenses. Commitments under the unsecured bridge term loan facility that Express Scripts and Aristotle entered into in connection with the financing of the Merger will automatically be reduced dollar-for-dollar by the net proceeds from the sale of the senior notes. Aristotle will be required to redeem the notes in the event that the Merger does not occur. Following the Merger, Aristotle will be renamed "Express Scripts Holding Company" and will become a publicly traded corporation, Medco and Express Scripts will each become wholly owned subsidiaries of Aristotle and former Medco and Express Scripts stockholders will own stock in Aristotle.

The notes will be jointly and severally and fully and unconditionally guaranteed on a senior basis by Express Scripts, certain of Express Scripts' current wholly owned domestic subsidiaries and certain of Aristotle's future wholly owned domestic subsidiaries, including, following consummation of the Merger, Medco and certain of its wholly owned domestic subsidiaries.

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