Amazon, Berkshire Hathaway Inc and JPMorgan Chase & Co said in January they would form a company to cut health costs for hundreds of thousands of their employees.
DEAL DETAILS
After the deal closes, Cigna shareholders will own about 64 percent of the combined company and Express Scripts shareholders the rest.
Cigna intends to fund the cash portion of the deal through a combination of cash on hand, Express Scripts debt and new debt issuance. The company is expected to have debt of about $41.1 billion after the deal closes.
The insurer said it obtained fully committed debt financing from Morgan Stanley Senior Funding and The Bank of Tokyo-Mitsubishi UFJ Ltd for the deal.
The combined company will be led by current Cigna Chief Executive Officer David Cordani.
Morgan Stanley was the financial adviser to Cigna and Wachtell, Lipton, Rosen & Katz was the legal adviser. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing regulatory counsel.
Centerview Partners and Lazard Freres were financial advisers to Express Scripts, with Skadden, Arps, Slate, Meagher & Flom LLP serving as legal counsel and Holland & Knight LLP as regulatory counsel.