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83 Express Scripts 2013 Annual Report
plus in each case, unpaid interest on the notes being redeemed accrued to the redemption date. The May 2011 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. ESI used the net proceeds to repurchase treasury shares.
On November 14, 2011, we issued $4,100.0 million of senior notes (the “November 2011 Senior Notes”),
including:
• $900.0 million aggregate principal amount of 2.750% senior notes due 2014 (the “November 2014 Senior
Notes”)
• $1,250.0 million aggregate principal amount of 3.500% senior notes due 2016 (the “November 2016 Senior
Notes”)
• $1,250.0 million aggregate principal amount of 4.750% senior notes due 2021 (the “2021 Senior Notes”)
• $700.0 million aggregate principal amount of 6.125% senior notes due 2041 (the “2041 Senior Notes”)
The November 2014 Senior Notes require interest to be paid semi-annually on May 21 and November 21. The
November 2016 Senior Notes, 2021 Senior Notes, and 2041 Senior Notes require interest to be paid semi-annually on May 15
and November 15.
We may redeem some or all of each series of November 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 at the
treasury rate plus 35 basis points with respect to any November 2014 Senior Notes being redeemed, 40 basis points with
respect to any November 2016 Senior Notes being redeemed, 45 basis points with respect to any 2021 Senior Notes being
redeemed, or 50 basis points with respect to any 2041 Senior Notes being redeemed, plus in each case, unpaid interest on the
notes being redeemed accrued to the redemption date. The November 2011 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 most of our current and future 100% owned domestic
subsidiaries. The net proceeds were used to pay a portion of the cash consideration paid in the Merger and to pay related fees
and expenses (see Note 3 - Changes in business).
On February 6, 2012, we issued $3,500.0 million of senior notes (the “February 2012 Senior Notes”), including:
• $1,000.0 million aggregate principal amount of 2.100% senior notes due 2015 (“February 2015 Senior Notes”)
• $1,500.0 million aggregate principal amount of 2.650% senior notes due 2017 (“February 2017 Senior Notes”)
• $1,000.0 million aggregate principal amount of 3.900% senior notes due 2022 (“February 2022 Senior Notes”)
We may redeem some or all of each series of February 2012 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 30 basis points with respect to any February 2015
Senior Notes being redeemed, 35 basis points with respect to any February 2017 Senior Notes being redeemed, or 40 basis
points with respect to any February 2022 Senior Notes being redeemed plus, in each case, unpaid interest on the notes being
redeemed, accrued to the redemption date. The February 2012 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 most of our current and future 100% owned domestic
subsidiaries. The net proceeds were used to pay a portion of the cash consideration paid in the Merger and to pay related fees
and expenses (see Note 3 - Changes in business).
FINANCING COSTS
Financing costs of $13.3 million for the issuance of the June 2009 Senior Notes are being amortized over a
weighted-average period of 5.2 years. Financing costs of $10.9 million for the issuance of the May 2011 Senior Notes are being
amortized over 5 years. Financing costs of $29.9 million for the issuance of the November 2011 Senior Notes are being
amortized over a weighted-average period of 12.1 years. Financing costs of $22.5 million for the issuance of the February 2012
Senior Notes are being amortized over a weighted-average period of 6.2 years.