Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 of this Current Report on Form 8-K as it relates to the Five-Year Revolving Credit Agreement (as defined therein) is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 of this Current Report on Form 8-K as it relates to the Five-Year Revolving Credit Agreement (as defined therein) is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
The Credit Agreements provide for revolving borrowings at any time and from time
to time for the duration of the respective Credit Agreement up to the maximum
amount of each facility. Each of the Credit Agreements includes an option to
increase commitments in an aggregate amount of up to
The Credit Agreements provide for interest rate options on advances at rates
equal to either: (x) in the case of base rate advances, the highest of (i) the
rate of interest last quoted by the
The Credit Agreements contain customary covenants and restrictions, including a
financial covenant that Cigna may not permit its leverage ratio - which is the
ratio of total consolidated debt to total consolidated capitalization (each as
defined in the Credit Agreements) - to be greater than 0.60 to 1.00 or, if
requested by Cigna, 0.65 to 1.00 for the four quarters following an acquisition
in which total cash consideration is equal to or greater than
The Credit Agreements contain other customary provisions regarding events of default, which could result in the termination of commitments and/or an acceleration of repayment of any advances outstanding. The events of default include, among other things, bankruptcy or insolvency proceedings, change of control and cross-acceleration with respect to other debt agreements.
The agents and banks under the Credit Agreements perform normal banking, investment banking and/or advisory services for Cigna from time to time for which they receive customary fees and expenses.
The description above as it relates to the Five-Year Revolving Credit Agreement is a summary and is qualified in its entirety by the Five-Year Revolving Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Revolving Credit and Letter of Credit Agreement, dated as ofApril 28, 2022 , with the banks named therein,JPMorgan Chase Bank, N.A ., as administrative agent,BofA Securities, Inc. ,Citibank, N.A .,Morgan Stanley Senior Funding, Inc. ,MUFG Bank, LTD andWells Fargo Securities, LLC , as joint lead arrangers and joint bookrunners. 104 Cover Page Interactive Data File (formatted in Inline XBRL).
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