The Cigna Group

Offers to Purchase for Cash of Outstanding Securities


Any and All Tender Offer

Offer to Purchase for Cash
Any and All of the Outstanding Securities Listed Below

Title of Security

CUSIP Numbers

Principal Amount Outstanding

Early Tender Payment(a)

The Cigna Group’s 3.50% Senior Notes due 2024

125523BX7;
125523BW9;
U1716AAT4


$713,513,000


$30

Evernorth Health, Inc.’s 3.50% Senior Notes due 2024

30219GAK4


$286,478,000


$30

______________________________________________________________________________________________
(a) Per $1,000 principal amount.

Maximum Tender Offer

Offer to Purchase for Cash
Up to $1,250,000,000 Aggregate Principal Amount of the Outstanding Securities in the Acceptance Priority Level Listed Below

Title of Security

CUSIP Numbers

Principal Amount Outstanding

Early Tender Payment(a)

Acceptance Priority Level (b)

The Cigna Group’s 4.125% Senior Notes due 2025

125523AG5;
40573LAQ9;
U4058LAH6


$2,200,000,000


1


$30

The Cigna Group’s 4.500% Senior Notes due 2026

125523BZ2;
125523BY5;
U1716AAU1


$1,234,360,000


2


$30

Evernorth Health, Inc.’s 4.500% Senior Notes due 2026

30219GAM0


$265,575,000


2


$30

The Cigna Group’s 1.250% Senior Notes due 2026

125523CP3


$800,000,000


3


$30

The Cigna Group’s 3.050% Senior Notes due 2027

125523AZ3;
125523AY6;
U1716AAG2


$549,660,000


4


$30

Cigna Holding Company’s 3.050% Senior Notes due 2027

125509BV0


$50,259,000


4


$30

The Cigna Group’s 2.400% Senior Notes due 2030

125523CL2


$1,500,000,000


5


$30

___________________________________________________________________________________________________________________
(a) We will accept the Maximum Tender Offer Notes in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with “1” being the highest Acceptance Priority Level and “5” being the lowest (Acceptance Priority Level), upon the terms and subject to the conditions set forth in this Offer to Purchase, including the Maximum Tender Offer Amount (as defined below), the 2025-2026 Tender Sub-Cap, the 2026-2027 Tender Sub-Cap and the 2030 Tender Sub-Cap.
(b) Per $1,000 principal amount.

Each Tender Offer (as defined below) will expire at 5:00 p.m., New York City time, on March 5, 2024, or any other date and time to which The Cigna Group (“we,” “our,” “us,” the “Company” or “Cigna”) extends a Tender Offer (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Expiration Date”), unless earlier terminated. You must validly tender your Securities (as defined below) prior to or at 5:00 p.m., New York City time, on February 16, 2024 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Early Tender Date”), to be eligible to receive the applicable Total Consideration (as defined below) plus Accrued Interest (as defined below), subject, as applicable, to the Maximum Tender Offer Amount and the applicable Tender Sub-Cap. If you validly tender your Securities after the Early Tender Date but prior to or at the Expiration Date, you will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below) plus Accrued Interest, subject, as applicable, to the Maximum Tender Offer Amount and the applicable Tender Sub-Cap.

Securities tendered may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on February 16, 2024 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the “Withdrawal Deadline”). The Tender Offers are subject to the satisfaction of the General Conditions (as defined below) and the Financing Condition (as defined below), as set forth under the heading “The Terms of the Tender Offers—Conditions of the Tender Offers.”


To view copie(s) of the Offer to Purchase document(s) please click on the link(s) below

Offer to Purchase


Any questions regarding procedures for tendering Securities or requests for additional copies of the Offer to Purchase or should be directed to the Tender and Information Agent.

The Tender and Information Agent for the Tender Offers is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Michael Horthman
Email: cigna@dfking.com
Banks and Brokers Call: (212) 269-5550
All Others Call Toll-free: (888) 567-1626

If a Holder has questions about the terms of the Tender Offers, the Holder should contact the Dealer Managers at their respective telephone numbers.

The Dealer Managers for the Tender Offers are:

J.P. Morgan

383 Madison Avenue
New York, New York 10179
Attention: Liability Management Desk
Toll Free: (866) 834-4666
Collect: (212) 834-3554

Deutsche Bank Securities Inc.

1 Columbus Circle
New York, New York 10019
Attention: Liability Management Group
Toll Free: (866) 627-0391
Collect: (212) 250-2955

Goldman Sachs & Co. LLC

200 West Street
New York, New York 10282
Attention: Liability Management
U.S. Toll-Free: (800) 828-3182
Collect: (212) 902-5962

Wells Fargo Securities, LLC

550 South Tyron Street, 5th Floor
Charlotte, NC 28202
Attention: Liability Management Group
Toll Free: (866) 309-6316
Collect: (704) 410-4759
Email: liabilitymanagement@wellsfargo.com