Cigna Corporation (NYSE:CI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
| 2.1 |
Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Express Scripts Holding Company, Halfmoon Parent, Inc. (now known as Cigna Corporation), Halfmoon I, Inc. and Halfmoon II, Inc. (incorporated by reference to Exhibit 2.1 to Cigna Corporation’s (now known as Cigna Holding Company) Current Report on Form 8-K filed with the SEC on March 13, 2018). |
| 2.2 |
Amendment No. 1 to Agreement and Plan of Merger, dated as of June 27, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Express Scripts Holding Company, Halfmoon Parent, Inc. (now known as Cigna Corporation), Halfmoon I, Inc. and Halfmoon II, Inc. (incorporated by reference to Exhibit 2.1 to Cigna Corporation’s (now known as Cigna Holding Company) Current Report on Form 8-K filed with the SEC on July 2, 2018). |
| 3.1 |
Amended and Restated Certificate of Incorporation of Cigna Corporation (formerly known as Halfmoon Parent, Inc.). |
| 3.2 |
Amended and Restated By-Laws of Cigna Corporation (formerly known as Halfmoon Parent, Inc.). |
| 4.1 |
Supplemental Indenture No. 11 dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Cigna Holding Company (formerly known as Cigna Corporation) and U.S. Bank National Association, as Trustee, to that certain base indenture dated as of August 16, 2006, by and among Cigna Corporation (now known as Cigna Holding Company) and U.S. Bank National Association, as Trustee. |
| 4.2 |
Supplemental Indenture No. 1 dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Cigna Holding Company (formerly known as Cigna Corporation) and HSBC Bank USA, National Association (as successor to Marine Midland Bank, N.A.), as Trustee, to that certain base indenture dated as of January 1, 1994, by and among Cigna Corporation (now known as Cigna Holding Company) and HSBC. |
| 4.3 |
Supplemental Indenture No. 1 dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Cigna Holding Company (formerly known as Cigna Corporation) and Deutsche Bank Trust Company Americas, a New York banking corporation (as successor to Bankers Trust Company), as Trustee, to that certain base indenture dated as of June 30, 1988, by and among Cigna Corporation (now known as Cigna Holding Company) and Deutsche Bank. |
| 4.4 |
Twenty-Fifth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Express Scripts Holding Company and Wells Fargo Bank, National Association, as Trustee, to that certain base indenture dated as of November 21, 2011, by and among Express Scripts Holding Company and Wells Fargo Bank, National Association. |
| 4.5 |
Ninth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Express Scripts, Inc. and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as Trustee, to that certain base indenture dated as of June 9, 2009, by and among Express Scripts, Inc., certain subsidiaries of Express Scripts, Inc. and MUFG. |
| 4.6 |
Second Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Medco Health Solutions, Inc. and U.S. Bank Trust National Association, as Trustee, to that certain base indenture dated as of March 18, 2008, by and among Medco Health Solutions, Inc. and U.S. Bank Trust National Association. |
| 4.7 |
Second Supplemental Indenture dated as of December 20, 2018, by and among Express Scripts Holding Company, Cigna Holding Company (formerly known as Cigna Corporation) and U.S. Bank National Association, as Trustee, to that certain base indenture dated as of September 17, 2018, by and among Halfmoon Parent, Inc. (now known as Cigna Corporation) and U.S. Bank National Association (as supplemented by that certain first supplemental indenture thereto dated as of September 17, 2018). |
| 4.8 |
Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company (formerly known as Cigna Corporation) to that certain Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Halfmoon Parent, Inc. (now known as Cigna Corporation), JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto. |
| 4.9 |
Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company (formerly known as Cigna Corporation) to that certain Term Loan Credit Agreement dated as of April 6, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Halfmoon Parent, Inc. (now known as Cigna Corporation), Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto. |
| 99.1 |
Press Release, dated December 20, 2018. |
Halfmoon Parent, Inc. Exhibit
EX-3.1 2 ex3_1.htm EXHIBIT 3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HALFMOON PARENT,…
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About Cigna Corporation (NYSE:CI)
Cigna Corporation (Cigna), together with its subsidiaries, is a health services company. The Company offers medical, dental, disability, life and accident insurance and related products and services. The Company’s segments include Global Health Care, Global Supplemental Benefits, Group Disability and Life, Other Operations and Corporate. The Global Health Care segment aggregates the commercial and Government operating segments. The Global Supplemental Benefits segment offers supplemental health, life and accident insurance products primarily in Asia, Europe and the United States. The Company’s Global Supplemental Benefits segment offers supplemental health, life and accident insurance products primarily in Asia, Europe and the United States. Its products are offered through employers and other groups, such as Governmental and non-Governmental organizations, unions and associations. Cigna also offers commercial health and dental insurance, and Medicare and Medicaid products and health.