EXPRESS SCRIPTS HOLDING COMPANY (NASDAQ:ESRX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On November30, 2017, Express Scripts Holding Company (the “Company”), Express Scripts, Inc. and Medco Health Solutions, Inc. as guarantors (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), entered into a Twenty-Second Supplemental Indenture (the “Twenty-Second Supplemental Indenture”) to the Indenture dated November21, 2011 (the “Base Indenture”), among the Company, certain subsidiaries of the Company named therein and the Trustee, relating to the Company’s 2.600% Senior Notes due 2020 (the “2020 Fixed Rate Notes”). $500million aggregate principal amount of the 2020 Fixed Rate Notes were sold in a public offering to the Company’s Registration Statement on Form S-3 (No. 333-221565) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”). The Twenty-Second Supplemental Indenture includes the form of the 2020 Fixed Rate Notes. The 2020 Fixed Rate Notes will pay interest semiannually on May30 and November30, beginning on May30, 2018, at a rate of 2.600%per annum until November30, 2020.
On November30, 2017, the Company, the Subsidiary Guarantors, the Trustee and Wells Fargo Bank, National Association, as calculation agent, entered into a Twenty-Third Supplemental Indenture (the “Twenty-Third Supplemental Indenture”) to the Base Indenture, relating to the Company’s Floating Rate Senior Notes due 2020 (the “2020 Floating Rate Notes”). $400million aggregate principal amount of the 2020 Floating Rate Notes were sold in a public offering to the Registration Statement. The Twenty-Third Supplemental Indenture includes the form of the 2020 Floating Rate Notes. The 2020 Floating Rate Notes bear interest at a floating rate equal to three-month LIBOR plus 0.750%. The 2020 Floating Rate Notes will pay interest quarterly on March1, May30, August30 and November30, beginning on March1, 2018, until November30, 2020.
On November30, 2017, the Company, the Subsidiary Guarantors and the Trustee entered into a Twenty-Fourth Supplemental Indenture (the “Twenty-Fourth Supplemental Indenture”) to the Base Indenture, relating to the Company’s 3.050% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Fixed Rate Notes and the 2020 Floating Rate Notes, the “Notes”). $500million aggregate principal amount of the 2022 Notes were sold in a public offering to the Registration Statement. The Twenty-Fourth Supplemental Indenture includes the form of the 2022 Notes. The 2022 Notes will pay interest semiannually on May30 and November30, beginning on May30, 2018, at a rate of 3.050%per annum until November30, 2022.
The Company intends to use a portion of the net proceeds from the sale of the Notes (i)to repay approximately $400million in outstanding principal amount of the Company’s existing five-year term loan in an outstanding aggregate principal amount of $2.625billion, (ii)to fund a portion of the purchase price of the Company’s acquisition of privately-held eviCore healthcare and (iii)for general corporate purposes, which may include repurchases of the Company’s common stock under the Company’s share repurchase program to open market transactions, block trades, privately negotiated transactions, accelerated share repurchase programs or other means or a combination of the aforementioned.
The Twenty-Second Supplemental Indenture is filed herewith as Exhibit 4.1, the Twenty-Third Supplemental Indenture is filed herewith as Exhibit 4.2 and the Twenty-Fourth Supplemental Indenture is filed herewith as Exhibit 4.3. The descriptions of the Twenty-Second Supplemental Indenture, the Twenty-Third Supplemental Indenture and the Twenty-Fourth Supplemental Indenture herein are qualified by reference thereto.
| Item 1.01 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01(a) above is incorporated by reference into this Item 1.01.
| Item 1.01 | Financial Statements and Exhibits |
(d) Exhibits
|
ExhibitNo. |
Description |
| 4.1 | Twenty-Second Supplemental Indenture, dated as of November30, 2017, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee. |
| 4.2 | Twenty-Third Supplemental Indenture, dated as of November30, 2017, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee and Calculation Agent. |
| 4.3 | Twenty-Fourth Supplemental Indenture, dated as of November30, 2017, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee. |
| 5.1 | Opinion Letter of Skadden, Arps, Slate, Meagher& Flom LLP regarding the validity of the Notes. |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included in Exhibit 5.1). |
EXHIBIT INDEX
|
ExhibitNo. |
Description |
| 4.1 | Twenty-Second Supplemental Indenture, dated as of November30, 2017, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee. |
| 4.2 | Twenty-Third Supplemental Indenture, dated as of November30, 2017, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee and Calculation Agent. |
| 4.3 | Twenty-Fourth Supplemental Indenture, dated as of November30, 2017, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee. |
| 5.1 | Opinion Letter of Skadden, Arps, Slate, Meagher& Flom LLP regarding the validity of the Notes. |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included in Exhibit 5.1). |
Express Scripts Holding Co. ExhibitEX-4.1 2 d491423dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION TWENTY-SECOND SUPPLEMENTAL INDENTURE Dated as of November 30,…To view the full exhibit click here
