UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): December ~~19,~~ ~~2018 (December 18~~20, 2018)

EXPRESS SCRIPTS HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-35490	~~001~~45-~~35490~~2884094	~~45-2884094~~
(State or other jurisdiction		(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		File Number)	Identification No.)

One Express Way, St. Louis, MO		63121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 314-996-0900

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 7Note.~~01 Regulation FD Disclosure.~~

AsThis ~~previously~~Current ~~announced,~~Report on ~~March~~ Form 8,-K ~~2018,~~is ~~Express~~being ~~Scripts~~filed ~~Holding~~in ~~Company~~connection with the completion, aon ~~Delaware~~December ~~corporation~~20, 2018 (the “~~Express~~Closing ~~Scripts~~Date”), ~~entered~~of the previously announced ~~into~~ Merger an(as defined below) contemplated by the Agreement and Plan of Merger, (dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018 (the “Merger Agreement”), ~~with~~by and among Express Scripts Holding Company, a Delaware corporation (“Express Scripts”), Cigna Corporation (now known as Cigna Holding Company), a Delaware corporation (“Cigna”), Halfmoon Parent, Inc. (now known as Cigna Corporation), a Delaware corporation and a direct wholly owned subsidiary of Cigna prior to the Merger (“~~Holdco~~New Cigna”), Halfmoon I, Inc., a Delaware corporation and a direct wholly owned subsidiary of ~~Holdco~~New Cigna prior to the Merger (“Merger Sub 1”), and Halfmoon II, Inc., a Delaware corporation and a direct wholly owned subsidiary of ~~Holdco,~~New ~~pursuant~~Cigna toprior ~~which, subject~~ to the ~~conditions~~Merger ~~of the~~ (“Merger ~~Agreement,~~ ~~Holdco~~Sub ~~will~~2” ~~acquire~~and, ~~Express~~together ~~Scripts~~with inMerger aSub ~~cash~~1, ~~and~~the ~~stock~~“Merger ~~transaction~~Subs”).

OnAt the effective time of the Merger on December 18 20, 2018 (the “Effective Time”), in accordance with the Merger Agreement, (a) Merger Sub 1 merged with and into Cigna (the “Cigna Merger”), with Cigna surviving the Cigna Merger as a direct wholly owned subsidiary of New Cigna, and (b) Merger Sub 2 merged with and into Express Scripts (the “Express Scripts Merger” and, together with the Cigna Merger, ~~received~~ the ~~regulatory~~“Merger”), ~~approval~~with ~~from~~Express Scripts surviving the ~~State~~Express Scripts Merger as a direct wholly owned subsidiary of New ~~Jersey~~Cigna. ~~for~~As a result of the ~~transaction~~Merger, Cigna and Express Scripts became direct wholly owned subsidiaries of New Cigna. ~~All~~As ~~required~~a ~~regulatory~~result ~~approvals~~of the ~~now~~transactions ~~have~~contemplated ~~been~~by the Merger Agreement, New Cigna became a publicly traded corporation, and former Cigna stockholders and former Express Scripts stockholders received common stock of New Cigna. Cigna common stock will cease trading on the New York Stock Exchange (“NYSE”) and Express Scripts common stock will cease trading on the ~~parties~~Nasdaq ~~expect~~Global toSelect ~~close~~Market (“Nasdaq”), in each case prior to the ~~transaction~~open of trading on December 20 21, 2018, ~~subject~~and toNew ~~the~~Cigna ~~satisfaction~~common ofstock ~~all~~will commence ~~other~~ trading ~~closing~~on ~~conditions.~~the NYSE on December 21, 2018 under the symbol “CI”.

~~The~~At ~~information~~the ~~contained~~Effective inTime, ~~this~~each ~~Current~~issued ~~Report~~and onoutstanding ~~Form~~share ~~8-K~~of ~~under~~Express ~~Item 7~~Scripts common stock, par value $0.01 per share (other than shares of Express Scripts common stock (a) held by Express Scripts as treasury shares, is(b) ~~being~~owned ~~furnished~~by ~~pursuant~~Cigna toor ~~Item~~by ~~7.01~~direct or indirect wholly owned subsidiaries of ~~Form~~Express ~~8-K~~Scripts or Cigna (including New Cigna and ~~shall~~the ~~not~~Merger beSubs) ~~deemed~~or (c) with respect to bewhich ~~“filed”~~appraisal ~~for~~rights were ~~purposes~~properly ofexercised ~~Section 18~~and ofnot ~~the~~withdrawn), ~~Securities~~was ~~Exchange~~converted ~~Act~~automatically into (i) 0.2434 of ~~1934~~a share of New Cigna common stock, aspar ~~amended~~value $0.01 per share (the “~~Exchange Act~~Stock Consideration”), orand ~~otherwise~~(ii) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes (the ~~liabilities~~“Cash ofConsideration” ~~that~~and, ~~section.~~together ~~The~~with ~~information~~the ~~contained~~Stock Consideration and any cash in ~~this~~lieu ~~Current~~of ~~Report~~fractional onshares ~~Form~~of ~~8-K~~New ~~under~~Cigna ~~Item~~common ~~7.01~~stock, ~~shall~~the ~~not~~“Merger beConsideration”). ~~incorporated~~No byfractional ~~reference~~shares ~~into~~of ~~any~~New ~~filing under~~Cigna ~~the~~ common ~~Securities~~stock ~~Act~~were ofissued ~~1933,~~in asthe ~~amended~~Merger, orand ~~the~~former ~~Exchange~~Express ~~Act,~~Scripts ~~whether~~stockholders ~~made~~are ~~before~~entitled orto ~~after~~receive cash in lieu of any fractional shares of New Cigna common stock. Also at the ~~date~~Effective ~~hereof~~Time, ~~except~~Cigna’s asname ~~shall~~was bechanged ~~expressly~~from ~~set~~“Cigna ~~forth~~Corporation” to by“Cigna ~~specific~~Holding ~~reference~~Company” inand ~~such~~New aCigna’s ~~filing~~name was changed from “Halfmoon Parent, Inc.” to “Cigna Corporation.”

~~Cautionary~~At ~~Notes~~the onEffective ~~Forward~~Time, ~~Looking~~each ~~Statements~~issued and outstanding share of Cigna common stock, par value $0.25 per share (other than shares of Cigna common stock held (a) by Cigna as treasury shares or (b) by New Cigna or Merger Sub 1), was converted automatically into one share of New Cigna common stock.

~~This communication contains statements which, to the extent they are not statements of historical or present fact, constitute “forward~~-~~looking statements” under the securities laws. These forward~~2-looking statements are intended to provide Cigna management’s and/or Express Scripts management’s current expectations or plans for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “may,” “should,” “see,” “guidance,” “confident” and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases and other measures of financial performance or potential future plans, strategies or transactions of Cigna or the combined company following consummation of the mergers, the anticipated benefits of the mergers, including estimated synergies, the expected timing of completion of the mergers, Cigna’s ability to obtain financing for the mergers and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, Cigna and Express Scripts claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Risks, uncertainties and other factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, risks and uncertainties detailed in Cigna’s and Express Scripts’ periodic public filings with the SEC, including those discussed in the section entitled “Risk Factors” of the registration statement and in the sections entitled “Risk Factors” in Cigna’s Annual Report on Form 10-K for the year ended December 31, 2017, Cigna’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, Express Scripts’ Annual Report on Form 10-K for the year ended December 31, 2017 and Express Scripts’ Quarterly Report on Form 10-Q for the period ended June 30, 2018, factors contained or incorporated by reference into such documents and in subsequent filings by Cigna and Express Scripts, and the following factors:

2At the Effective Time, Express Scripts stock options, restricted stock units (“RSUs”) (other than those granted to non-employee directors) and deferred stock units that were outstanding immediately prior to the Effective Time were converted into equivalent New Cigna awards. Express Scripts performance share units that were outstanding immediately prior to the Effective Time vested at 125% for the performance period commencing in 2016, 245.31% for the performance period commencing in 2017 and 250% for the performance period commencing in 2018 and were cancelled at the Effective Time in exchange for the right to receive the Merger Consideration for the vested portion of the award.

•Express ~~failure~~Scripts RSUs granted to ~~satisfy~~non-employee ~~the~~directors ~~conditions~~were tocancelled ~~closing~~in ~~provided~~exchange for a cash payment in an amount equal to the ~~merger~~Merger ~~agreement;~~Consideration.

•Cigna astock ~~longer~~options, ~~time~~restricted ~~than~~shares, ~~anticipated~~RSUs, tostrategic ~~consummate~~performance shares and deferred stock units that were outstanding immediately prior to the ~~mergers;~~Effective Time were converted into equivalent New Cigna awards.

•The ~~problems~~issuance ~~regarding~~of New Cigna common stock in connection with the ~~successful~~Merger ~~integration~~was ofregistered under the ~~businesses~~Securities Act of 1933, as amended, pursuant to New Cigna’s registration statement on Form S-4 (File No. 333-224960) (as amended, the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”), and declared effective on July 16, 2018. The definitive proxy statement/prospectus, dated July 16, 2018, of each of Express Scripts; and Cigna that forms part of the Registration Statement contains additional information about the Merger and the other transactions contemplated in connection therewith.

•The ~~unexpected~~foregoing ~~costs~~description ~~regarding~~of the ~~mergers;~~Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to Express Scripts’ Current Report on Form 8-K filed with the SEC on March 9, 2018 and to Exhibit 2.1 to Express Scripts’ Current Report on Form 8-K filed with the SEC on July 2, 2018.

•The ~~restrictions~~representations, onwarranties ~~business~~and ~~activities~~covenants ~~during~~of the ~~pendency~~parties contained in the Merger Agreement (a) have been made only for purposes of the ~~mergers~~Merger ~~and~~Agreement, (b) ~~limitations~~have ~~put~~been onqualified by (i) the matters specifically disclosed in certain of Express Scripts’ and Cigna’s filings with the SEC and ~~Express~~(ii) ~~Scripts’~~confidential ~~ability~~disclosures made in the disclosure schedules delivered in connection with the Merger Agreement, (c) are subject to ~~pursue~~materiality ~~alternatives~~qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters of fact. Accordingly, the Merger Agreement is incorporated herein by reference only to provide investors with information regarding the ~~mergers~~terms ~~under~~of the ~~merger~~Merger ~~agreement;~~Agreement, and not to provide investors with any other factual information regarding Express Scripts, Cigna or their respective affiliates or businesses, including New Cigna. Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Express Scripts, Cigna or any of their respective affiliates, including New Cigna. Moreover, information concerning the subject matter of the representations, warranties or covenants may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Express Scripts’, Cigna’s or New Cigna’s public disclosures.

~~• diversion of Cigna management’s and Express Scripts management’s attention from ongoing business operations and opportunities;~~-3-

•The ~~disruption~~Cash Consideration was financed using (i) cash on hand of Cigna and Express Scripts, (ii) net proceeds from $1.5 billion of short-term commercial paper of Cigna, (iii) term loan borrowings by New Cigna on the ~~mergers~~Closing ~~making~~Date itof ~~more~~$3.0 ~~difficult~~billion tounder ~~maintain~~the ~~business~~New Cigna Term Loan Credit Agreement (as defined below), previously described in the Current Report on Form 8-K filed by Cigna with the SEC on April 12, 2018, and ~~operational~~(iv) ~~relationships;~~net proceeds of the issuance by New Cigna of the outstanding senior notes under the New Cigna Indenture (as defined below), previously described in the Current Report on Form 8-K filed by New Cigna with the SEC on September 21, 2018.

•Item ~~potential~~2.01 ~~litigation~~Completion ~~associated~~of ~~with~~Acquisition ~~the~~or ~~mergers;~~Disposition of Assets.

•The information set forth in the ~~ability~~Introductory toNote, ~~hire~~Item 3.01 and ~~retain~~Item ~~key~~5.01 ~~personnel;~~of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

•Item ~~the~~2.03 ~~availability~~Creation of ~~financing;~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

•The ~~the~~information ~~obligation~~set toforth ~~complete~~in the ~~mergers~~last ~~even~~paragraph ifof ~~financing~~the isIntroductory ~~not~~Note ~~available~~of orthis isCurrent ~~available~~Report on ~~terms~~Form ~~other~~8-K ~~than~~is ~~those~~incorporated ~~currently~~by ~~anticipated,~~reference ~~including~~into ~~financing~~this ~~less favorable to Cigna and New Cigna than its current commitments, due to the absence of a financing condition in connection with the mergers;~~Item 2.03.

•Item ~~effects~~3.01 onNotice ~~the~~of ~~businesses~~Delisting asor aFailure ~~result~~to ofSatisfy ~~uncertainty~~a ~~surrounding~~Continued ~~the~~Listing ~~mergers~~Rule or Standard; Transfer of Listing.

•On the ~~possibility~~Closing Date, in connection with the consummation of the Merger, Express Scripts notified Nasdaq that the ~~anticipated~~Merger ~~benefits~~had ~~from~~been consummated and requested that the ~~mergers~~trading ~~cannot~~of its shares on Nasdaq be ~~realized~~suspended inand ~~full,~~that orthe atlisting ~~all~~of orits ~~may~~shares ~~take~~on ~~longer~~Nasdaq tobe ~~realize~~withdrawn. ~~than~~In ~~expected~~addition, ~~including~~Express ~~risks~~Scripts ~~associated~~requested that Nasdaq file with ~~achieving~~the ~~expected~~SEC ~~synergies~~a notification on Form 25 to report the delisting of its shares from Nasdaq and to deregister its shares under Section 12(b) of the ~~mergers;~~Securities Exchange Act of 1934, as amended.

•Item ~~the~~3.03 ~~uncertainty~~Material ofModification ~~the value of the Cigna merger consideration and the Express Scripts merger consideration due~~ to ~~fixed~~Rights ~~exchange ratios and potential fluctuations in the market prices~~ of ~~Cigna~~Security ~~common stock and Express Scripts common stock;~~Holders.

•The ~~the~~information ~~possibility~~set offorth in the ~~directors~~Introductory ~~and~~Note, ~~officers~~Item of2.01, ~~each~~Item of5.01 ~~Cigna~~ and ~~Express~~Item ~~Scripts~~5.03 ~~generally~~of ~~having~~this ~~interests~~Current inReport ~~the~~on ~~mergers~~Form ~~that~~8-K ~~are~~is ~~different~~incorporated ~~from,~~by orreference ininto this ~~addition~~Item ~~to, the interests of Cigna stockholders or Express Scripts stockholders, as applicable;~~3.03.

•Item ~~the~~5.01 ~~possibility~~Changes ~~of changes~~ in ~~circumstances~~Control ~~between the date~~ of the signing of the merger agreement and the closing date that will not be reflected in the opinions received by the Cigna board of directors and the Express Scripts board of directors from their respective financial advisors;Registrant.

•As a result of the ~~effect~~consummation of the ~~substantial~~Express ~~additional~~Scripts ~~indebtedness~~Merger, ~~New~~a ~~Cigna~~change ~~will~~of ~~incur~~control inof ~~connection~~Express ~~with~~Scripts ~~the~~occurred, ~~mergers;~~and Express Scripts became a wholly owned subsidiary of New Cigna.

The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

• the possibility of actual results of operations, cash flows and financial position after the mergers materially differing from the unaudited pro forma condensed combined financial statements of New Cigna;-4-

•Item ~~the~~5.02 ~~difference~~Departure inof ~~rights~~Directors ~~provided~~or toCertain ~~New~~Officers; ~~Cigna~~Election ~~stockholders under Delaware law, the New Cigna certificate~~ of ~~incorporation~~Directors; ~~and~~Appointment ~~the New Cigna bylaws, as compared to the rights provided to Cigna stockholders under Delaware law, the Cigna certificate~~ of ~~incorporation~~Certain ~~and~~Officers; ~~the~~Compensatory ~~Cigna~~Arrangements ~~bylaws, and to Express Scripts stockholders under Delaware law, the Express Scripts certificate~~ of ~~incorporation~~Certain ~~and the Express Scripts bylaws (as defined below);~~Officers.

•In accordance with the ~~occurrence~~Merger ofAgreement, ~~any~~at ~~event~~the ~~giving~~Effective ~~rise~~Time, toall of the ~~right~~directors of aExpress ~~party~~Scripts towere ~~terminate~~replaced ~~the~~by ~~merger~~Eric ~~agreement;~~P. Palmer, Mary T. Agoglia Hoeltzel and Timothy D. Buckley.

•Item an5.03 ~~unexpected~~Amendments ~~downgrade~~to inArticles ~~Cigna’s,~~of ~~Express~~Incorporation ~~Scripts’~~ or ~~New~~Bylaws; ~~Cigna’s~~Change ~~financial~~in ~~strength~~Fiscal ~~ratings;~~Year.

•In connection with the ~~impact~~completion of ~~debt~~the ~~service~~Express ~~obligations~~Scripts onMerger ~~the~~and ~~availability~~pursuant ofto ~~funds~~the ~~for~~Merger ~~other~~Agreement, ~~business~~at ~~purposes~~the Effective Time, ~~and~~Express ~~the~~Scripts’ ~~terms~~certificate of incorporation and ~~required~~bylaws ~~compliance~~were ~~with~~amended ~~covenants~~and ~~relating~~restated toin ~~Cigna’s,~~their entirety. Copies of Express Scripts’ orAmended ~~New~~and ~~Cigna’s~~Restated ~~indebtedness;~~Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

•Item ~~future~~8.01 ~~industry~~Other ~~risks that are described in SEC reports filed by Cigna and Express Scripts~~Events.

~~There~~Press can be no assurance that the mergers or any other transaction described in this Current Report on Form 8-K will in fact be completed in the manner described or at all. Any forward-looking statement speaks only as of the date on which it is made, and Cigna and Express Scripts assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Release

4On December 20, 2018, New Cigna issued a press release announcing the completion of the Merger. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Guarantees of New Cigna Obligations

On December 20, 2018, in connection with the Merger, Express Scripts, Cigna, New Cigna and U.S. Bank National Association, as trustee (“U.S. Bank”), entered into that certain second supplemental indenture (the “New Cigna Second Supplemental Indenture”) to the base indenture dated as of September 17, 2018, by and among New Cigna and U.S. Bank (as supplemented, the “New Cigna Indenture”). The New Cigna Second Supplemental Indenture provides for the guarantee by Express Scripts and Cigna of the outstanding senior notes issued by New Cigna under the New Cigna Indenture. A copy of the New Cigna Second Supplemental Indenture is filed with this Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

On December 20, 2018, in connection with the Merger, Express Scripts and Cigna entered into that certain guarantor supplement (the “New Cigna Revolver Guarantor Supplement”) to the Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018, by and among Cigna, New Cigna, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “New Cigna Revolving Credit Agreement”). The New Cigna Revolver Guarantor Supplement provides for the guarantee by Express Scripts and Cigna of the obligations of New Cigna as borrower under the New Cigna Revolving Credit Agreement. A copy of the New Cigna Revolver Guarantor Supplement is filed with this Form 8-K as Exhibit 4.2 and is incorporated herein by reference.

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On December 20, 2018, in connection with the Merger, Express Scripts and Cigna entered into that certain guarantor supplement (the “New Cigna Term Loan Guarantor Supplement”) to the Term Loan Credit Agreement dated as of April 6, 2018, by and among Cigna, New Cigna, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto (the “New Cigna Term Loan Credit Agreement”). The New Cigna Term Loan Guarantor Supplement provides for the guarantee by Express Scripts and Cigna of the obligations of New Cigna as borrower under the New Cigna Term Loan Credit Agreement. A copy of the New Cigna Term Loan Guarantor Supplement is filed with this Form 8-K as Exhibit 4.3 and is incorporated herein by reference.

Release of Guarantees of Express Scripts Obligations

As previously disclosed, the outstanding senior notes issued by Express Scripts under that certain base indenture dated as of November 21, 2011, by and among Express Scripts, Express Scripts, Inc. (“ESI”), certain subsidiaries of ESI and Wells Fargo Bank, National Association, as trustee (the “Express Scripts Base Indenture”) and subsequent supplemental indentures thereto (together with the Express Scripts Base Indenture, the “Express Scripts Indenture”), are guaranteed by ESI and Medco Health Solutions, Inc. (“Medco”). On December 20, 2018, in connection with the Merger, ESI and Medco were released from all of their obligations under the Express Scripts Indenture and their respective guarantees thereunder.

As previously disclosed, Express Scripts entered into that certain Amendment and Restatement Agreement dated as of October 26, 2017 with ESI, Medco, the lenders party thereto, Citibank, N.A., as administrative agent, and the other parties thereto, which amended and restated the existing credit agreement (as amended and restated, the “Express Scripts Credit Agreement”). On December 20, 2018, in connection with the Merger, the Express Scripts Credit Agreement was terminated and therefore Express Scripts, ESI and Medco were released from all of their obligations under the Express Scripts Credit Agreement and their respective guarantees thereunder.

New Cigna’s Guarantee of Express Scripts Obligations

On December 20, 2018, in connection with the Merger, New Cigna, Express Scripts and Wells Fargo Bank, National Association, as trustee (“Wells Fargo”), entered into that certain twenty-fifth supplemental indenture (the “Express Scripts Twenty-Fifth Supplemental Indenture”) to the base indenture, dated as of November 21, 2011, by and among Express Scripts, ESI, certain subsidiaries of ESI and Wells Fargo (as supplemented, the “Express Scripts Indenture”). The Express Scripts Twenty-Fifth Supplemental Indenture provides for the guarantee by New Cigna of the outstanding notes issued by Express Scripts under the Express Scripts Indenture. A copy of the Express Scripts Twenty-Fifth Supplemental Indenture is filed with this Form 8-K as Exhibit 4.4 and is incorporated herein by reference.

New Cigna’s Guarantee of ESI Obligations

On December 20, 2018, in connection with the Merger, New Cigna, ESI and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as trustee (“MUFG”), entered into that certain ninth supplemental indenture (the “ESI Ninth Supplemental Indenture”) to the base indenture, dated as of June 9, 2009, by and among ESI, certain subsidiaries of ESI and MUFG (as supplemented, the “ESI Indenture”). The ESI Ninth Supplemental Indenture provides for the guarantee by New Cigna of the outstanding notes issued by ESI under the ESI Indenture. A copy of the ESI Ninth Supplemental Indenture is filed with this Form 8-K as Exhibit 4.5 and is incorporated herein by reference.

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New Cigna’s Guarantee of Medco Obligations

On December 20, 2018, in connection with the Merger, New Cigna, Medco and U.S. Bank Trust National Association, as trustee (“U.S. Bank Trust”), entered into that certain second supplemental indenture (the “Medco Second Supplemental Indenture”) to the base indenture, dated as of March 18, 2008, by and between Medco and U.S. Bank Trust (as supplemented, the “Medco Indenture”). The Medco Second Supplemental Indenture provides for the guarantee by New Cigna of the outstanding notes issued by Medco under the Medco Indenture. A copy of the Medco Second Supplemental Indenture is filed with this Form 8-K as Exhibit 4.6 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Express Scripts Holding Company, Halfmoon Parent, Inc. (now known as Cigna Corporation), Halfmoon I, Inc. and Halfmoon II, Inc. (incorporated by reference to Exhibit 2.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed with the SEC on March 9, 2018).

2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 27, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Express Scripts Holding Company, Halfmoon Parent, Inc. (now known as Cigna Corporation), Halfmoon I, Inc. and Halfmoon II, Inc. (incorporated by reference to Exhibit 2.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed with the SEC on July 2, 2018).

3.1		Amended and Restated Certificate of Incorporation of Express Scripts Holding Company.

3.2		Amended and Restated Bylaws of Express Scripts Holding Company.

4.1		Second Supplemental Indenture dated as of December 20, 2018, by and among Express Scripts Holding Company, Cigna Holding Company (formerly known as Cigna Corporation) and U.S. Bank National Association, as Trustee, to that certain base indenture dated as of September 17, 2018, by and among Halfmoon Parent, Inc. (now known as Cigna Corporation) and U.S. Bank National Association (as supplemented by that certain first supplemental indenture thereto dated as of September 17, 2018).

4.2		Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company (formerly known as Cigna Corporation) to that certain Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Halfmoon Parent, Inc. (now known as Cigna Corporation), JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto.

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4.3		Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company (formerly known as Cigna Corporation) to that certain Term Loan Credit Agreement dated as of April 6, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Halfmoon Parent, Inc. (now known as Cigna Corporation), Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto.

4.4		Twenty-Fifth Supplemental Indenture, dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Express Scripts Holding Company and Wells Fargo Bank, National Association, as Trustee, to that certain base indenture, dated as of November 21, 2011, by and between Express Scripts Holding Company and Wells Fargo Bank, National Association.

4.5		Ninth Supplemental Indenture, dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Express Scripts, Inc. and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as Trustee, to that certain base indenture, dated as of June 9, 2009, by and among Express Scripts, Inc., certain subsidiaries of Express Scripts, Inc. and MUFG.

4.6		Second Supplemental Indenture, dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Medco Health Solutions, Inc. and U.S. Bank Trust National Association, as Trustee, to that certain base indenture dated as of March 18, 2008, by and between Medco Health Solutions, Inc. and U.S. Bank Trust National Association.

99.1		Press Release, dated December 20, 2018.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EXPRESS SCRIPTS HOLDING COMPANY		~~EXPRESS SCRIPTS HOLDING COMPANY~~
Date: December 19, 2018			By:	/s/ Martin Akins
Date: December 20, 2018	By:	/s/ Bradley Phillips
				Martin Akins
		Name: Bradley Phillips
				Senior Vice President and General Counsel
		Title: Vice President and Assistant Treasurer

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