Express Scripts 2012 Annual Report Download - page 79

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Express Scripts 2012 Annual Report 77
76
redeemed, plus all scheduled payments of interest on the notes discounted to the redemption date at a semi-annual
equivalent yield to a comparable U.S. Treasury security for such redemption date plus 50 basis points. Total cash
payments related to these notes were $549.4 million comprised of principal, redemption costs and interest.
On March 18, 2008, Medco issued $1.5 billion of Senior Notes (the “March 2008 Senior Notes”),
including:
$300.0 million aggregate principal amount of 6.125% senior notes due 2013
$1,200.0 million aggregate principal amount of 7.125% senior notes due 2018
The March 2008 Senior Notes require interest to be paid semi-annually on March 15 and September 15.
We may redeem some or all of the March 2008 Senior Notes prior to maturity at a price equal to the greater of (1)
100% of the aggregate principal amount of any notes being redeemed, plus accrued and unpaid interest; or (2) the
sum of the present values of the remaining scheduled payments of principal and interest on the notes being
redeemed, not including unpaid interest accrued to the redemption date, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis
points with respect to any March 2008 Senior Notes being redeemed, plus, in each case, unpaid interest on the notes
being redeemed accrued to the redemption date. The March 2008 Senior Notes, issued by us and Medco, are jointly
and severally and fully and unconditionally (subject to certain customary release provisions, including sale,
exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior basis by most of our current and
future 100% owned domestic subsidiaries.
On June 9, 2009, ESI issued $2.5 billion of Senior Notes (the “June 2009 Senior Notes”), including:
$1.0 billion aggregate principal amount of 5.250% Senior Notes due 2012
$1.0 billion aggregate principal amount of 6.250% Senior Notes due 2014
$500.0 million aggregate principal amount of 7.250% Senior Notes due 2019
The June 2009 Senior Notes require interest to be paid semi-annually on June 15 and December 15. On
June 15, 2012, $1.0 billion aggregate principal amount of 5.250% Senior Notes due 2012 matured and were
redeemed. We may redeem some or all of the remaining series of June 2009 Senior Notes prior to maturity at a price
equal to the greater of (1) 100% of the aggregate principal amount of any notes being redeemed, plus accrued and
unpaid interest; or (2) the sum of the present values of the remaining scheduled payments of principal and interest on
the notes being redeemed, not including unpaid interest accrued to the redemption date, discounted to the
redemption date on a semiannual basis at the treasury rate plus 50 basis points with respect to any notes being
redeemed, plus in each case, unpaid interest on the notes being redeemed accrued to the redemption date. The June
2009 Senior Notes are jointly and severally and fully and unconditionally (subject to certain customary release
provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior
unsecured basis by us and most of our current and future 100% owned domestic subsidiaries. ESI used the net
proceeds for the acquisition of WellPoint’s NextRx PBM Business.
On September 10, 2010, Medco issued $1.0 billion of Senior Notes (the “September 2010 Senior Notes”)
including:
$500.0 million aggregate principal amount of 2.750% senior notes due 2015 (the “September 2015 Senior
Notes”)
$500.0 million aggregate principal amount of 4.125% senior notes due 2020 (the “September 2020 Senior
Notes”)
The September 2010 Senior Notes require interest to be paid semi-annually on March 15 and September
15. We may redeem some or all of the September 2010 Senior Notes prior to maturity at a price equal to the greater
of (1) 100% of the aggregate principal amount of any notes being redeemed, plus accrued and unpaid interest; or (2)
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being
redeemed, not including unpaid interest accrued to the redemption date, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 20 basis
points with respect to any September 2015 Senior Notes being redeemed, or 25 basis points with respect to any
September 2020 Senior Notes being redeemed, plus, in each case, unpaid interest on the notes being redeemed
accrued to the redemption date. The September 2010 Senior Notes, issued by Medco, are jointly and severally and
fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or