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Published on 6/4/2009 in the Prospect News Investment Grade Daily.

New Issue: Express Scripts sells upsized $2.5 billion three-, five-, 10-year notes

By Andrea Heisinger

New York, June 4 - Express Scripts, Inc. sold an upsized $2.5 billion of notes (Baa3/BBB/BBB) in three tranches late Thursday, a source close to the deal said, citing preliminary pricing details.

The issue was originally in two tranches, according to a 424B5 filing with the Securities and Exchange Commission earlier in the day.

The $1 billion of three-year notes priced to yield Treasuries plus 375 basis points.

The $1 billion of five-year notes sold at a spread of Treasuries plus 375 bps.

A $500 million tranche of 10-year notes priced to yield Treasuries plus 362.5 bps.

Both the three- and five-year tranches were talked at the 387.5 bps area, the informed source said, and came at the tight end of the margin of plus or minus 12.5 bps. The 10-year notes were talked at the 375 bps area, also plus or minus 12.5 bps.

Full terms were not available at press time because of the lateness of pricing.

The notes feature a change-of-control put of 101%.

Bookrunners were Citigroup Global Markets Inc., Credit Suisse Securities and J.P. Morgan Securities Inc.

Co-managers were Calyon, Deutsche Bank Securities Inc., Mitsubishi UFJ Securities, RBS Securities Inc., Scotia Capital, SunTrust Robinson Humphrey Inc. and Wachovia Capital Markets LLC.

The company is concurrently selling 23 million shares of common stock.

Proceeds, along with those from the stock offering, will be used to finance a portion of the consideration for the acquisition of WellPoint, Inc.

The pharmacy benefit management company is based in St. Louis.

Issuer:Express Scripts, Inc.
Issue:Senior notes
Total amount:$2.5 billion
Bookrunners:Citigroup Global Markets Inc., Credit Suisse Securities, J.P. Morgan Securities Inc.
Co-managers:Calyon, Deutsche Bank Securities Inc., Mitsubishi UFJ Securities, RBS Securities Inc., Scotia Capital, SunTrust Robinson Humphrey Inc., Wachovia Capital Markets LLC
Change-of-control put:101%
Trade date:June 3
Ratings:Moody's: Baa3
Standard & Poor's: BBB
Fitch: BBB
Three-year notes
Amount:$1 billion
Maturity:2012
Spread:Treasuries plus 375 bps
Price talk:387.5 bps area, plus or minus 12.5 bps
Five-year notes
Amount:$1 billion
Maturity:2014
Spread:Treasuries plus 375 bps
Price talk:Treasuries plus 387.5 bps area, plus or minus 12.5 bps
10-year notes
Amount:$500 million
Maturity:2019
Spread:Treasuries plus 362.5 bps
Price talk:375 bps, plus or minus 12.5 bps

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