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) February 5, 2024
The Cigna Group
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-38769
(Commission File Number)
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82-4991898
(IRS Employer
Identification No.)
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900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(860) 226-6000
Not Applicable
(Former name or former 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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $0.01
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CI
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New York Stock Exchange, Inc.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On February 5, 2024, The Cigna Group (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche
Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto, with respect to the issuance and sale by the Company of $1 billion in
aggregate principal amount of its 5.000% Senior Notes due 2029 (the “2029 Notes”), $750 million in aggregate principal amount of its 5.125% Senior Notes due 2031 (the “2031 Notes”), $1.25 billion in aggregate principal amount of its 5.250% Senior
Notes due 2034 (the “2034 Notes”) and $1.5 billion in aggregate principal amount of its 5.600% Senior Notes due 2054 (together with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”). The Notes are being offered and sold pursuant to the
Company’s shelf registration statement on Form S-3ASR (File No. 333-268633).
The Company intends to use the proceeds to pay the consideration for the announced tender offers (the “Tender Offers”) for up to $2.25
billion in aggregate principal amount of outstanding notes with maturities in 2024, 2025, 2026, 2027 and 2030. The Company intends to use the remaining proceeds not applied to the Tender Offers to fund the repayment of its 0.613% Senior Notes due
2024 at maturity and for general corporate purposes, which may include repayment of indebtedness and repurchases of shares of its common stock.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing,
indemnification rights and obligations of the parties, and termination provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Underwriting Agreement, dated as of February 5, 2024, by and among The Cigna Group and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC,
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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THE CIGNA GROUP
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Date: February 7, 2024
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By:
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/s/ Brian C. Evanko
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Brian C. Evanko
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Executive Vice President and Chief Financial Officer and President and Chief Executive Officer, Cigna Healthcare
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