-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EcbY1QLvXfekX7MpeZ/cuU9zisnpnVy4qqm0v/7W8eN2nCuZyyQiMPQXeybaaAnl 3iO5NUGqW/y3C4dFXOVo8w== 0000950123-09-011557.txt : 20090605 0000950123-09-011557.hdr.sgml : 20090605 20090604215646 ACCESSION NUMBER: 0000950123-09-011557 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS SCRIPTS INC CENTRAL INDEX KEY: 0000885721 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 431420563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-159654 FILM NUMBER: 09875378 BUSINESS ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 BUSINESS PHONE: 3149960900 MAIL ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS SCRIPTS INC CENTRAL INDEX KEY: 0000885721 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 431420563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 BUSINESS PHONE: 3149960900 MAIL ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 FWP 1 c51719bfwp.htm FWP FWP
Filed Pursuant to Rule 433
Registration Statement No. 333-159654
Pricing Term Sheet
June 4, 2009
Express Scripts, Inc.

23,000,000 Shares of Common Stock

Par Value $0.01 Per Share
     This term sheet to the preliminary prospectus supplement dated June 2, 2009 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.
     
Issuer:
  Express Scripts, Inc.
 
    
Size:
  23,000,000 shares (26,450,000 shares including over-allotment option)
 
    
Price to Public:
  $61.00 per share
 
    
Gross Spread:
  $1.6775 per share
 
    
Net proceeds to issuer, after deducting underwriting discounts but before other offering expenses:
  $1,364,417,500 ($1,569,080,125 including over-allotment option)
 
    
Last reported sale price:
  $62.29 (June 4, 2009)
 
    
Pricing Date/Closing Date:
  June 4, 2009 / June 10, 2009
 
    
Lead Manager:
  J.P. Morgan Securities Inc.
 
    
Joint Book-running Managers:
  Credit Suisse Securities (USA) LLC
Citigroup Global Markets Inc.
 
    
Co-Managers:
  ABN AMRO Incorporated
Deutsche Bank Securities Inc.
SunTrust Robinson Humphrey, Inc.
Wachovia Capital Markets, LLC
Concurrent Offering of Senior Notes due 2012, Senior Notes due 2014 and Senior Notes due 2019
     Concurrently with this offering we have agreed to sell $1,000,000,000 aggregate principal amount of 5.25% Senior Notes due 2012, $1,000,000,000 aggregate principal amount of 6.25% Senior Notes due 2014 and $500,000,000 aggregate principal amount of 7.25% Senior Notes due 2019 in an underwritten public offering (the “Concurrent Offering”). Neither the completion of the Concurrent Offering nor the completion of this offering is contingent on the completion of the other. The net proceeds of the Concurrent Offering, after deducting the underwriting discount and estimated expenses, will be approximately $2,478,370,000.

 

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities Inc. at 1-718-242-8002, Credit Suisse Securities (USA) LLC at 1-800-221-1037 or Citigroup Global Markets Inc. at 1-877-858-5407.

 

-----END PRIVACY-ENHANCED MESSAGE-----