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Express Scripts Announces Pricing of Acquisition Financing Transactions
Friday, June 05, 2009 9:53 AM


(Source: PRNewswire)trackingST. LOUIS, June 5 /PRNewswire-FirstCall/ -- Express Scripts, Inc. (Nasdaq: ESRX) announced today that it has successfully priced its public offerings of common stock and senior notes. The offerings were made pursuant to the Company's registration statement and prospectuses filed with the Securities and Exchange Commission ("SEC").

The Company announced that it has agreed to sell 23 million shares of its common stock at a public offering price of $61 per share. The Company has also granted the underwriters a 30-day option to purchase up to an additional 3.45 million shares of its common stock on the same terms and conditions, solely to cover over- allotments, if any.

The Company also announced that it priced a $2.5 billion underwritten public offering of senior notes, including $1 billion aggregate principal amount of 5.250% senior notes due 2012; $1 billion aggregate principal amount of 6.250% senior notes due 2014 and $500 million aggregate principal amount of 7.250% senior notes due 2019. The Company will pay interest on the notes semi-annually on June 15th and December 15th of each year, beginning on December 15, 2009. The notes will be jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company's current and future wholly owned domestic subsidiaries.

The Company intends to use the net proceeds from the offerings to finance a portion of the $4.675 billion purchase price for the previously announced acquisition of WellPoint's pharmacy benefit management business. The Company will be required to redeem the notes in the event the acquisition does not occur. Both the common stock offering and the senior notes offering are expected to close by June 10, 2009, subject to customary closing conditions. The closing of each offering is not contingent on the closing of the other.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., are the joint bookrunning managers of the equity offering and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. are the joint bookrunning managers of the debt offering.

The Company has filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates.



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