CIGNA CORP: Other Events, Financial Statements and Exhibits (Form 8-K)

Section 8.01 Other Sections.

On June 15, 2022, Cigna Corporation (“Cigna” or the “Company”) has entered into accelerated share repurchase agreements (collectively, the “ASR Agreements”) with Mizuho Markets Americas LLC and Morgan Stanley & Co. LLC (collectively, the “Dealers”). Under the ASR agreements, the Company will purchase a total of
$3.5 billion common shares of the Company under its existing share buyback program.

The ASR agreements provide that if the public announcement of the first closing of the company’s previously announced sale of its life, casualty and supplemental insurance business in several countries to Chubb INA Holdings, Inc. does not occur on or before July 1, 2022the ASR agreements are terminated in their entirety.

Under the terms of the ASR agreements, the July 6, 2022Cigna will receive an initial aggregate delivery of shares equal in value to 80% of the early redemption amount of $3.5 billionbased on Cigna share price at market close July 1, 2022. The specific number of shares that the Company will ultimately repurchase under the ASR agreements will be determined based on the volume-weighted average trading price of Cigna common stock over the term of the transactions, less a discount and subject to adjustments in accordance under the terms and conditions of the ASR agreements.

Upon final settlement, in certain circumstances, the dealers may be required to deliver additional common shares of Cigna to the Company, or in other circumstances, Cigna may be required to deliver, at its discretion, either common shares or cash at the Dealerships. Final settlement of the ASR agreements is expected to occur in the fourth quarter of 2022.

ASR agreements contain the customary terms for these types of transactions, including, but not limited to, the mechanisms for determining the number of shares or amount of cash that will be delivered upon final settlement, the time required for delivery of shares, the specific circumstances under which final settlement of transactions may be accelerated or extended or ASR agreements may be terminated early by Cigna or the licensees, and various acknowledgments, representations and warranties made by the Company and the licensees towards each other. The terms of the ASR agreements are subject to adjustment under the ASR agreements if the Company were to enter into or announce certain types of transactions or take certain corporate actions.

Each of the Licensees from time to time provides normal banking, investment banking and/or consulting services for Cigna for which they charge customary fees and expenses.

On June 16, 2022, the Company issued a press release announcing its conclusion of the ASR agreements with the dealers. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.




(d)         Exhibits

Exhibit No. Description

99.1          Press release dated June 16, 2022.

104 Interactive Cover Page Data File (embedded in XBRL Online).

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