Cigna Corp. (CI) Announces $3.5B Accelerated Stock Buyback

Global health services company Cigna Corporation (NYSE: CI) will repurchase $3.5 billion of common stock through accelerated stock repurchase agreements with Mizuho Markets Americas LLC and Morgan Stanley & Co. LLC . The ASRs are part of Cigna's existing share repurchase program, which had remaining authority of approximately $8.8 billion as of June 14, 2022.

"This accelerated share repurchase is part of our ongoing commitment to return significant value to our shareholders," said David M. Cordani, Chairman and Chief Executive Officer, Cigna. "Our ability to execute against our capital deployment priorities is a testament to the ongoing growth and strength of our businesses and our ability to generate strong cash flow. When combined with our previously completed share repurchases, we remain on track to repurchase at least $7 billion of our shares in 2022."

Under the terms of the ASR Agreements, on July 6, 2022, Cigna will receive an aggregate initial delivery of shares equal in value to 80% of the prepayment amount of $3.5 billion, based on Cigna's share price as of market close on July 1, 2022. The specific number of shares that Cigna ultimately will repurchase pursuant to the ASR Agreements will be based generally on the daily volume-weighted average share price of Cigna common stock over the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Final settlement under the ASR Agreements is expected to occur in the fourth quarter of 2022. The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms upon certain specified events, the circumstances generally under which final settlement of the ASR Agreements may be accelerated or extended or the ASR Agreements may be terminated early by Cigna or the Counterparties, and various acknowledgements and representations made by the parties to each other. The ASR Agreements provide that if the public announcement of the first closing of the Company's previously announced sale of its life, accident and supplemental benefits businesses in several countries to Chubb INA Holdings Inc. does not occur on or before July 1, 2022, the ASR Agreements shall be cancelled in whole. At final settlement, under certain circumstances, Cigna may be entitled to receive additional shares of Cigna common stock from the Counterparties or Cigna may be required to make a cash payment or, if Cigna elects, deliver shares of Cigna common stock to the Counterparties. All of the shares of Cigna common stock delivered to Cigna under the ASR Agreements will be held in treasury or retired.

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