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Express Scripts 2013 Annual Report 82
The March 2008 Senior Notes require interest to be paid semi-annually on March 15 and September 15. On March
18, 2013, $300.0 million aggregate principal amount of 6.125% senior notes due 2013 matured and were redeemed. We may
redeem some or all of the remaining 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 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 us and most of our current
and future 100% owned domestic subsidiaries. Medco used the net proceeds to reduce debts held on Medco’s revolving credit
facility.
On June 9, 2009, ESI issued $2,500.0 million of senior notes (the “June 2009 Senior Notes”), including:
• $1,000.0 million aggregate principal amount of 5.250% senior notes due 2012
• $1,000.0 million 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, $1,000.0 million aggregate principal amount of 5.250% Senior Notes due 2012 matured and were redeemed. On March
29, 2013, the Company redeemed ESI’s $1,000.0 million aggregate principal amount of 6.250% senior notes due 2014. Total
cash payments related to the redemption of the 6.250% senior notes due 2014 were $1,085.0 million, which included $68.5
million of redemption costs and write-off of deferred financing fees which are reflected within the “Interest expense and other”
line item of the consolidated statement of operations for the year ended December 31, 2013. These notes are redeemable 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 $1,000.0 million 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 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 us and most of our current and future 100% owned
domestic subsidiaries.
On May 2, 2011, ESI issued $1,500.0 million aggregate principal amount of 3.125% senior notes due 2016 (the
“May 2011 Senior Notes”). The May 2011 Senior Notes require interest to be paid semi-annually on May 15 and November 15.
We may redeem some or all of the May 2011 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 May 2011 Senior Notes being redeemed,