Form 8-K Express Scripts Holding For: Jul 14
Tweet
Share
E-mail
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 14, 2016
EXPRESS SCRIPTS HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 001-35490 | 45-2884094 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Express Way, St. Louis, MO | 63121 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number including area code: 314-996-0900
No change since last report
(Former Name or 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 following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On July 14, 2016, Express Scripts Holding Company (the “Company”) announced the early tender results and pricing for its tender offers (collectively, the “Tender Offers”) to purchase for cash up to an aggregate principal amount of the 7.125% senior notes due 2018 (the “ 2018 Notes”) issued by Medco Health Solutions, Inc., the 7.250% senior notes due 2019 (the “2019 Notes”) issued by Express Scripts, Inc. and the 6.125% senior notes due 2041 (the “2041 Notes” and, together with the 2018 Notes and the 2019 Notes, the “Notes”) issued by the Company that will not result in an aggregate amount that all holders of any such series of Notes are entitled to receive, excluding accrued and unpaid interest, for their Notes of such series that are validly tendered and accepted for purchase in the applicable tender offer exceeding the applicable aggregate maximum tender amount. The aggregate maximum tender amounts (as amended) for the 2018 Notes, the 2019 Notes and the 2041 Notes are $450.0 million, $188.8 million and $310.0 million, respectively. The Tender Offers were made pursuant to an offer to purchase dated June 29, 2016 and related letter of transmittal, which set forth the terms and conditions of the Tender Offers.
In order to receive additional consideration for tendering early, holders of Notes must have validly tendered and not validly withdrawn their Notes prior to or at 5:00 p.m., New York City time, on July 13, 2016 (the “Early Tender Date”). At the Early Tender Date, holders had tendered and not validly withdrawn approximately $368.5 million of the $1,200 million aggregate principal amount of outstanding 2018 Notes, $162.6 million of the $500 million aggregate principal amount of outstanding 2019 Notes and $316.5 million of the $700 million aggregate principal amount of outstanding 2041 Notes. Because the aggregate principal amount of 2041 Notes tendered and not validly withdrawn would result in an aggregate amount that all holders of 2041 Notes are entitled to receive, excluding accrued and unpaid interest, for their 2041 Notes exceeding the applicable aggregate maximum tender amount, the Company will not accept for purchase all 2041 Notes that have been tendered. Rather, the Company will accept 2041 Notes for purchase on a prorated basis, using a proration rate of approximately 0.7945. The Company will accept for purchase the aggregate principal amount of Notes tendered by a holder multiplied by the applicable proration rate and then rounded down to the nearest $1,000 increment.
The Tender Offers expire at 11:59 p.m., New York City time, on July 27, 2016, unless extended or earlier terminated.
Furnished as Exhibits 99.1 and 99.2 and incorporated herein by reference are copies of the press releases announcing the early tender results and pricing, respectively, of the Tender Offers.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated July 14, 2016 | |
| 99.2 | Press Release, dated July 14, 2016 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXPRESS SCRIPTS HOLDING COMPANY | ||||||
| Date: July 14, 2016 | By: | /s/ Martin P. Akins | ||||
| Name: Martin P. Akins | ||||||
| Title: Senior Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated July 14, 2016 | |
| 99.2 | Press Release, dated July 14, 2016 | |
Exhibit 99.1
Express Scripts Announces Early Tender Results and Upsizing of Maximum Tender Offers
ST. LOUIS, July 14, 2016 — Express Scripts Holding Company (NASDAQ: ESRX) (the “Company” or “Express Scripts”) today announced the early tender results for its previously announced tender offers (the “Maximum Tender Offers”) to purchase for cash up to an aggregate principal amount of the debt securities listed in the table below (collectively, the “Notes” and each a “series”) that will not result in an aggregate amount that all holders of any such series of Notes are entitled to receive, excluding accrued and unpaid interest, for their Notes of such series that are validly tendered and accepted for purchase in the Maximum Tender Offers exceeding the applicable Aggregate Maximum Tender Amount set forth in the table below. In addition, the Company has amended the Maximum Tender Offers to increase the previously announced Aggregate Maximum Tender Amount for its 6.125% senior notes due 2041 from $262.5 million to $310.0 million. All other terms of the Maximum Tender Offers, as previously announced, remain unchanged. The Maximum Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase, dated June 29, 2016, and the related letter of transmittal (as they may each be amended or supplemented from time to time, the “Tender Offer Documents”). The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Maximum Tender Offers.
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on July 13, 2016 (the “Early Tender Date”), according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Maximum Tender Offers, $368.5 million aggregate principal amount of the 7.125% senior notes due 2018, $162.6 million aggregate principal amount of the 7.250% senior notes due 2019 and $316.5 million aggregate principal amount of the 6.125% senior notes due 2041 had been validly tendered and not validly withdrawn in the Maximum Tender Offers. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on July 13, 2016. The table below sets forth the aggregate principal amount and percentage of Notes of each series validly tendered and not validly withdrawn by the Early Tender Date.
| Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Aggregate Maximum Tender Amount |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
Early Tender Payment |
Principal Amount Tendered at Early Tender Date |
Percent Tendered of Amount Out- standing |
|||||||||||||||||||
| 7.125% senior notes due 2018(1) |
58405UAD4 | $ | 1,200,000,000 | $ | 450,000,000 | 0.625% UST due 06/30/18 |
FIT1 | +70 bps |
$ | 30 | $ | 368,508,000 | 30.71 | % | ||||||||||||||
| 7.250% senior notes due 2019(2) |
302182AE0 | $ | 500,000,000 | $ | 187,500,000 | 0.875% UST due 06/15/19 |
FIT1 | +75 bps |
$ | 30 | $ | 162,557,000 | 32.51 | % | ||||||||||||||
| 6.125% senior notes due 2041(3) |
30219GAG3 | $ | 700,000,000 | $ | 310,000,000 | 2.500% UST due 02/15/46 |
FIT1 | +230 bps |
$ | 30 | $ | 316,523,000 | 45.22 | % | ||||||||||||||
| (1) | Issuer: Medco Health Solutions, Inc. |
| (2) | Issuer: Express Scripts, Inc. |
| (3) | Issuer: The Company. |
The “Total Consideration” for each series of Notes will be determined in the manner described in the Tender Offer Documents at 2:00 p.m., New York City time, on July 14, 2016. Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive the Total Consideration for any such Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Company makes payment for such Notes, which the Company expects to be July 15, 2016 in respect of Notes tendered at or prior to the Early Tender Date and accepted for purchase. Holders of Notes who validly tender their Notes after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on July 27, 2016 will be eligible to receive only an amount equal to the Total Consideration minus the Early Tender Payment set forth in the table above for any such Notes accepted for purchase.
Information Relating to the Maximum Tender Offers
BofA Merrill Lynch, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as the lead dealer managers for the Maximum Tender Offers. Investors with questions regarding the Maximum Tender Offers may contact BofA Merrill Lynch at (888) 292-0070 or (980) 387-3907, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 325-2476 (collect). Global Bondholder Services Corporation is acting as the tender and information agent for the Maximum Tender Offers and can be contacted at (866) 470-3900 (toll-free) or (212) 430-3774 (collect).
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustees are making any recommendation as to whether holders should tender any Notes in response to the Maximum Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Maximum Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. The full details of the Maximum Tender Offers are included in the Tender Offer Documents.
About Express Scripts
Express Scripts puts medicine within reach of tens of millions of people by aligning with plan sponsors, taking bold action and delivering patient-centered care to make better health more affordable and accessible.
Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery pharmacy care, specialty pharmacy care, specialty benefit management, benefit-design consultation, drug utilization review, formulary management, and medical and drug data analysis services. Express Scripts also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.
For more information, visit Lab.Express-Scripts.com or follow @ExpressScripts on Twitter.
2
SAFE HARBOR STATEMENT
This press release may contain forward-looking statements, including, but not limited to, statements related to the Company’s plans, objectives, expectations (financial or otherwise) or intentions. Actual results may differ materially from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2016, and Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2016. A copy of these documents can be found at the Investor Information section of Express Scripts’ web site at http://www.express-scripts.com/corporate.
The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
3
Exhibit 99.2
Express Scripts Announces Pricing of Maximum Tender Offers
ST. LOUIS, July 14, 2016 — Express Scripts Holding Company (NASDAQ: ESRX) (the “Company” or “Express Scripts”) today announced the consideration payable in connection with its previously announced tender offers (the “Maximum Tender Offers”) to purchase for cash up to an aggregate principal amount of the debt securities listed in the table below (collectively, the “Notes” and each a “series”) that will not result in an aggregate amount that all holders of any series of Notes are entitled to receive, excluding accrued and unpaid interest, for their Notes exceeding the applicable Aggregate Maximum Tender Amount set forth in the table below. In addition, the Company has amended the Maximum Tender Offers in respect of the 7.250% senior notes due 2019 (the “2019 Notes”) and the 6.125% senior notes due 2041 (the “2041 Notes”) to increase the previously announced Aggregate Maximum Tender Amounts from $187,500,000 and $310,000,000, respectively, to the respective Aggregate Maximum Tender Amounts set forth in the table below. All other terms of the Maximum Tender Offers, as previously announced, remain unchanged.
The table below sets forth the Total Consideration for each series of Notes.
| Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Aggregate Maximum Tender Amount |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
Early Tender Payment (1)(2) |
Total Consideration (1)(2) |
||||||||||||||||||
| 7.125% senior notes due 2018(3) |
58405UAD4 | $ | 1,200,000,000 | $ | 450,000,000 | 0.625% UST due 06/30/18 |
FIT1 | +70 bps | $ | 30 | $ | 1,094.29 | ||||||||||||||
| 7.250% senior notes due 2019(4) |
302182AE0 | $ | 500,000,000 | $ | 188,770,941.82 | 0.875% UST due 06/15/19 |
FIT1 | +75 bps | $ | 30 | $ | 1,161.26 | ||||||||||||||
| 6.125% senior notes due 2041(5) |
30219GAG3 | $ | 700,000,000 | $ | 310,000,428.76 | 2.500% UST due 02/15/46 |
FIT1 | +230 bps | $ | 30 | $ | 1,233.43 | ||||||||||||||
| (1) | Per $1,000 principal amount. |
| (2) | Total Consideration (as defined below) calculated on the basis of pricing for the applicable U.S. Treasury Reference Security as of 2:00 p.m., New York City time, on July 14, 2016, and is inclusive of the Early Tender Payment. |
| (3) | Issuer: Medco Health Solutions, Inc. |
| (4) | Issuer: Express Scripts, Inc. |
| (5) | Issuer: The Company. |
The Maximum Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase, dated June 29, 2016, and the related letter of transmittal (as they may each be amended or supplemented from time to time, the “Tender Offer Documents”). The Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Maximum Tender Offers.
The Total Consideration for each $1,000 principal amount of a series of Notes was determined at 2:00 p.m., New York City time, on July 14, 2016. Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 13, 2016 (the “Early Tender Date”), are eligible to receive the Total Consideration for Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered by the Early Tender Date and accepted for purchase from the last interest payment date up to, but not including, the date the Company makes payment in same-day funds for such Notes, which date is anticipated to be July 15, 2016. Withdrawal rights for the Maximum Tender Offers expired at the Early Tender Date.
The Company will accept for purchase all 7.125% senior notes due 2018 and all 2019 Notes that have been tendered and not validly withdrawn. Because the aggregate principal amount of the 2041 Notes tendered and not validly withdrawn would result in an aggregate amount that all holders of 2041 Notes are entitled to receive, excluding accrued and unpaid interest, for their 2041 Notes exceeding the applicable Aggregate Maximum Tender Amount, the Company will not accept for purchase all 2041 Notes that have been tendered. Rather, the Company will accept 2041 Notes on a prorated basis, using a proration rate of approximately 0.7945. The Company will accept for purchase the aggregate principal amount of 2041 Notes tendered by a holder multiplied by the proration rate and then rounded down to the nearest $1,000 increment. In aggregate, the Company will spend $902.0 million (excluding accrued and unpaid interest) to purchase Notes that have been validly tendered and not validly withdrawn as of the Early Tender Date and accepted for purchase by the Company.
The Maximum Tender Offers expire at 11:59 p.m., New York City time, on July 27, 2016, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Date”). Unless the Company increases the Aggregate Maximum Tender Amount in respect of one or more of the Maximum Tender Offers for the 2019 Notes and the 2041 Notes prior to the Expiration Date, no 2019 Notes or 2041 Notes tendered after the Early Tender Date will be accepted pursuant to the Maximum Tender Offers. If the Company increases the Aggregate Maximum Tender Amount in respect of one or more Maximum Tender Offers for the 2019 Notes and the 2041 Notes, the Company will purchase an additional amount of remaining 2019 Notes or 2041 Notes that have been validly tendered in such Maximum Tender Offers at or prior to the Expiration Date, promptly following the Expiration Date. Holders of Notes who validly tender their Notes after the Early Tender Date but prior to or at the Expiration Date will be eligible to receive an amount equal to the Total Consideration minus the Early Tender Payment.
Information Relating to the Maximum Tender Offers
BofA Merrill Lynch, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as the lead dealer managers for the Maximum Tender Offers. Investors with questions regarding the Maximum Tender Offers may contact BofA Merrill Lynch at (888) 292-0070 or (980) 387-3907, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 325-2476 (collect). Global Bondholder Services Corporation is acting as the tender and information agent for the Maximum Tender Offers and can be contacted at (866) 470-3900 (toll-free) or (212) 430-3774 (collect).
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustees are making any recommendation as to whether holders should tender any Notes in response to the Maximum Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
2
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Maximum Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. The full details of the Maximum Tender Offers are included in the Tender Offer Documents.
About Express Scripts
Express Scripts puts medicine within reach of tens of millions of people by aligning with plan sponsors, taking bold action and delivering patient-centered care to make better health more affordable and accessible.
Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery pharmacy care, specialty pharmacy care, specialty benefit management, benefit-design consultation, drug utilization review, formulary management, and medical and drug data analysis services. Express Scripts also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.
For more information, visit Lab.Express-Scripts.com or follow @ExpressScripts on Twitter.
SAFE HARBOR STATEMENT
This press release may contain forward-looking statements, including, but not limited to, statements related to the Company’s plans, objectives, expectations (financial or otherwise) or intentions. Actual results may differ materially from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2016, and Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2016. A copy of these documents can be found at the Investor Information section of Express Scripts’ web site at http://www.express-scripts.com/corporate.
The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
3
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Scaling “Total Wealth” Advice: An Interview with Libretto Founder Jeffery Coyle
- Ibogaine by David Dardashti Celebrates Ten Years of Pioneering Kratom Addiction Treatment
- Niutech Signs Agreement with Global Energy Major for Waste Plastic Pyrolysis Line to Produce SAF
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
