Obligation Express Scripts Holding 6.125% ( US30219GAG38 ) en USD

Express Scripts Holding

97.534 % ▼

Etas-Unis

US30219GAG38 ( en USD )

6.125% par an ( paiement semestriel )

15/11/2041

Prospectus brochure de l'obligation Express Scripts Holding US30219GAG38 en USD 6.125%, échéance 15/11/2041

2 000 USD

700 000 000 USD

30219GAG3

A- ( Qualité moyenne supérieure )

N/A

15/11/2024 ( Dans 181 jours )

L'Obligation émise par Express Scripts Holding ( Etas-Unis ) , en USD, avec le code ISIN US30219GAG38, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2041
L'Obligation émise par Express Scripts Holding ( Etas-Unis ) , en USD, avec le code ISIN US30219GAG38, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(3)
File Number 333-185035
PROSPECTUS

Offer to exchange $900.0 million aggregate principal amount of 2.750% Senior Notes due 2014 (the "old 2014 notes") for
$900 million aggregate principal amount of 2.750% Senior Notes due 2014 (the "new 2014 notes");
Offer to exchange $1.0 billion aggregate principal amount of 2.100% Senior Notes due 2015 (the "old 2015 notes") for
$1.0 billion aggregate principal amount of 2.100% Senior Notes due 2015 (the "new 2015 notes");
Offer to exchange $1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016 (the "old 2016 notes") for
$1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016 (the "new 2016 notes");
Offer to exchange $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2017 (the "old 2017 notes") for
$1.5 billion aggregate principal amount of 2.650% Senior Notes due 2017 (the "new 2017 notes");
Offer to exchange $1.25 billion aggregate principal amount of 4.750% Senior Notes due 2021 (the "old 2021 notes") for
$1.25 billion aggregate principal amount of 4.750% Senior Notes due 2021 (the "new 2021 notes");
Offer to exchange $1.0 billion aggregate principal amount of 3.900% Senior Notes due 2022 (the "old 2022 notes") for
$1.0 billion aggregate principal amount of 3.900% Senior Notes due 2022 (the "new 2022 notes"); and
Offer to exchange $700.0 million aggregate principal amount of 6.125% Senior Notes due 2041 (the "old 2041 notes", and
collectively with the old 2014 notes, the old 2015 notes, the old 2016 notes, the old 2017 notes, the old 2021 notes and the old
2022 notes, the "old notes") for $700 million aggregate principal amount of 6.125% Senior Notes due 2041 (the "new 2041
notes", and collectively with the new 2014 notes, the new 2015 notes, the new 2016 notes, the new 2017 notes, the new 2021
notes and the new 2022 notes, the "new notes")
The new notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are fully and
unconditionally guaranteed by the guarantors listed on page ii of this prospectus.
The exchange offer will expire at 5:00 p.m., New York City time, on January 8, 2013 (the "expiration date"), unless we extend the
exchange offer in our sole and absolute discretion.
Terms of the exchange offer:

· We will exchange the applicable series of new notes for all outstanding old notes that are validly tendered and not

withdrawn prior to the expiration or termination of the exchange offer.

· You may withdraw tenders of old notes at any time prior to the expiration or termination of the exchange offer.

· The terms of the new notes are substantially identical to those of the outstanding old notes, except that the special mandatory

redemption provisions, transfer restrictions and registration rights relating to the old notes do not apply to the new notes.

· The exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes. You should

see the discussion under the caption "Certain U.S. Federal Income Tax Consequences" for more information.

· We will not receive any proceeds from the exchange offer.
We issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, their transfer is
restricted. We are making the exchange offer to satisfy your registration rights as a holder of the old notes.
There is no established trading market for the new notes.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. The accompanying letter of transmittal relating to the exchange
offer states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes
were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a
period of up to 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

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See "Risk Factors" beginning on page 15 of this prospectus, page 17 of Express Scripts, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2011, page 21 of Medco Health Solutions, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2011, page 39 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2012, page 51 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 and page 66 of our
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 for a discussion of risks you should
consider prior to tendering your outstanding old notes for exchange.
Neither the Securities and Exchange Commission (the "SEC"), nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

The date of this prospectus is December 7, 2012.
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TABLE OF CONTENTS

Page
SUMMARY

1

SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

3

CONSEQUENCES OF NOT EXCHANGING OLD NOTES

10
SUMMARY DESCRIPTION OF THE NEW NOTES

11
RISK FACTORS

15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

19
USE OF PROCEEDS

21
RATIO OF EARNINGS TO FIXED CHARGES

22
SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

23
THE EXCHANGE OFFER

28
DESCRIPTION OF THE NEW NOTES

35
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

55
PLAN OF DISTRIBUTION

56
LEGAL MATTERS

57
EXPERTS

57
WHERE YOU CAN FIND MORE INFORMATION

58
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

58
This prospectus incorporates by reference important business and financial information about us that is not included in or
delivered with this document. Copies of this information are available without charge to any person to whom this prospectus is
delivered, upon written or oral request. Written requests should be sent to:
Express Scripts Holding Company
One Express Way
St. Louis, MO 63121
Attention: Investor Relations
Oral requests should be made by telephoning (314) 810-3115.
In order to obtain timely delivery, you must request the information no later than December 31, 2012, which is five
business days before the expiration date of the exchange offer.

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Guarantors
EXPRESS SCRIPTS, INC.

CCS INFUSION MANAGEMENT, LLC
AIRPORT HOLDINGS, LLC

CCSI HOLDING 3, LLC
ESI REALTY, LLC

CRITICAL CARE SYSTEMS OF NEW YORK, INC.
BYFIELD DRUG, INC.

CRITICAL CARE SYSTEMS, INC.
CARE CONTINUUM, INC.

DNA DIRECT, INC.
CFI OF NEW JERSEY, INC.

ENVISION PHARMA INC.
CHESAPEAKE INFUSION, INC.

EVIDENCE SCIENTIFIC SOLUTIONS, INC.
ESI HRA, LLC

HIDDEN RIVER, L.L.C.
CURASCRIPT PBM SERVICES, INC.

HOME HEALTHCARE RESOURCES, INC.
DIVERSIFIED PHARMACEUTICAL SERVICES, INC.

INFINITY INFUSION II, LLC
ESI ACQUISITION, INC.

INFINITY INFUSION, LLC
ESI CLAIMS, INC.
INSTITUTE FOR MEDICAL EDUCATION & RESEARCH,

INC.
ESI ENTERPRISES, LLC

LIBERTY HEALTHCARE GROUP, INC.
ESI MAIL ORDER PROCESSING, INC.

LIBERTY HEALTHCARE PHARMACY OF NEVADA, LLC
EXPRESS SCRIPTS CANADA HOLDING, CO.

LIBERTY LANE DEVELOPMENT COMPANY, INC.
EXPRESS SCRIPTS CANADA HOLDING, LLC

LIBERTY MARKETPLACE, INC.
EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT,
LIBERTY MEDICAL SUPPLY, INC.
LLC

EXPRESS SCRIPTS SERVICES COMPANY

MAH PHARMACY, L.L.C.
FRECO, INC.

MAH PROCESSING, INC.
FREEDOM SERVICE COMPANY, LLC

MEDCO AT HOME, L.L.C.
HEALTHBRIDGE, INC.

MEDCO CDUR, L.L.C.
HEALTHBRIDGE REIMBURSEMENT AND PRODUCT
MEDCO CHP, L.L.C.
SUPPORT, INC.

iBIOLOGIC, INC.

MEDCO CONTINUATION HEALTH, L.L.C.
IVTX, INC.

MEDCO EUROPE, L.L.C.
LYNNFIELD COMPUNDING CENTER, INC.

MEDCO EUROPE II, L.L.C.
LYNNFIELD DRUG, INC.

MEDCO HEALTH, L.L.C.
MATRIX GPO LLC
MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE

ASSOCIATION, L.L.C.
NATIONAL PRESCRIPTION ADMINISTRATORS, INC.

MEDCO HEALTH PUERTO RICO, L.L.C.
PRIORITY HEALTHCARE CORPORATION
MEDCO HEALTH SOLUTIONS OF COLUMBUS NORTH,

LTD.

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PRIORITY HEALTHCARE CORPORATION WEST
MEDCO HEALTH SOLUTIONS OF COLUMBUS WEST,

LTD.
PRIORITY HEALTHCARE DISTRIBUTION, INC.

MEDCO HEALTH SOLUTIONS OF FAIRFIELD, L.L.C.
PRIORITY HEALTHCARE PHARMACY, INC.
MEDCO HEALTH SOLUTIONS OF FRANKLIN LAKES,

L.L.C.
PRIORITYHEALTHCARE.COM, INC.
MEDCO HEALTH SOLUTIONS OF HENDERSON,

NEVADA, L.L.C.
SINUSPHARMACY, INC.

MEDCO HEALTH SOLUTIONS OF HIDDEN RIVER, L.C.
SPECIALTY INFUSION PHARMACY, INC.

MEDCO HEALTH SOLUTIONS OF ILLINOIS, L.L.C.
SPECTRACARE, INC.

MEDCO HEALTH SOLUTIONS OF INDIANA, L.L.C.
SPECTRACARE HEALTH CARE VENTURES, INC.

MEDCO HEALTH SOLUTIONS OF IRVING, L.L.C.
SPECTRACARE INFUSION PHARMACY, INC.

MEDCO HEALTH SOLUTIONS OF LAS VEGAS, L.L.C.
VALUE HEALTH, INC.

MEDCO HEALTH SOLUTIONS OF NETPARK, L.L.C.
YOURPHARMACY.COM, INC.
MEDCO HEALTH SOLUTIONS OF NORTH VERSAILLES,

L.L.C.
MEDCO HEALTH SOLUTIONS, INC.

MEDCO HEALTH SOLUTIONS OF RICHMOND, L.L.C.
ACCREDO HEALTH, INCORPORATED

MEDCO HEALTH SOLUTIONS OF SPOKANE, L.L.C.
ACCREDO HEALTH GROUP, INC.

MEDCO HEALTH SOLUTIONS OF TEXAS, L.L.C.
MEDCO HEALTH SERVICES, INC.

MEDCO HEALTH SOLUTIONS OF WILLINGBORO, L.L.C.
CURASCRIPT, INC.

MEDCOHEALTH.COM, L.L.C.
EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.

MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.
EXPRESS SCRIPTS SENIOR CARE, INC.

MEDCO RESEARCH INSTITUTE, L.L.C.
EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.

NATIONAL DIABETIC MEDICAL SUPPLY, L.L.C.
EXPRESS SCRIPTS WC, INC.

NATIONAL RX SERVICES NO. 3, INC. OF OHIO
ESI MAIL PHARMACY SERVICE, INC.

P-STAR ACQUISITION CO., INC.
EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES,
POLYMEDICA CORPORATION
INC.

MOORESVILLE ON-SITE PHARMACY, LLC

SYSTEMED, L.L.C.
ESI-GP HOLDINGS, INC.

THE VACCINE CONSORTIUM, LLC
ESI RESOURCES, INC.

THERAPEASE CUISINE, INC.
ESI PARTNERSHIP

TVC ACQUISITION CO., INC.
SPECTRACARE OF INDIANA

UBC HEALTH CARE ANALYTICS, INC.

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ACCREDO CARE NETWORK, INC.

UBC LATE STAGE, INC.
AHG OF NEW YORK, INC.

UBC SCIENTIFIC SOLUTIONS, INC.
BIOPARTNERS IN CARE, INC.

UNITED BIOSOURCE CORPORATION
BRACKET GLOBAL LLC

UNITED BIOSOURCE PATIENT SOLUTIONS, INC.
INFINITY INFUSION CARE, LTD.

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SUMMARY
This summary does not contain all of the information that you should consider before investing in the new notes. You
should read the entire prospectus and the documents incorporated herein carefully, including the matters discussed in the
section entitled "Risk Factors".
In this prospectus, except as otherwise indicated, "Express Scripts," "the Company," "we," "our," and "us" refer to
Express Scripts Holding Company and its consolidated subsidiaries at all times following the consummation of the Mergers
(as defined below), and refer to Express Scripts, Inc. and its consolidated subsidiaries at all times prior to the consummation
of the Mergers. References to "ESI" refer to Express Scripts, Inc. and its consolidated subsidiaries at all times prior to the
mergers. References to "Medco" refer to Medco Health Solutions, Inc. and its consolidated subsidiaries at all times prior to
the consummation of the Mergers. All references to the "notes" refer to both the old notes and the new notes, except as
otherwise indicated.
Our Company
We are the largest Pharmacy Benefit Management ("PBM") company in North America, offering a full range of services to
our clients, which include health maintenance organizations, health insurers, third-party administrators, employers, union-
sponsored benefit plans, workers' compensation plans and government health programs. We help health benefit providers address
access and affordability concerns resulting from rising drug costs while helping to improve healthcare outcomes. We manage the
cost of the drug benefit by performing the following functions:

·
evaluating drugs for price, value and efficacy in order to assist clients in selecting a cost-effective formulary;

·
leveraging purchasing volume to deliver discounts to health benefit providers;

·
promoting the use of generics and low-cost brands; and

·
offering cost-effective home delivery pharmacy and specialty services which result in drug cost savings for plan

sponsors and co-payment savings for members.
We work with clients, manufacturers, pharmacists and physicians to increase efficiency in the drug distribution chain, to
manage costs in the pharmacy benefit and to improve members' health outcomes and satisfaction. In an effort to deliver a superior
clinical offering which targets the reduction of waste and the improvement of health outcomes, we apply a unique behavior-
centric approach to changing consumer behavior, which we call Consumerology®.
Plan sponsors who are more aggressive in taking advantage of our effective tools to manage drug spend have seen an actual
reduction in their prescription drug trend while preserving healthcare outcomes. Greater use of generic drugs and lower-cost
brand drugs has resulted in significant reductions in spending for commercially insured consumers and their employers.
We have organized our operations into two business segments based on products and services offered: PBM and Other
Business Operations.
Our PBM segment primarily consists of the following services:

·
Domestic and Canadian retail network pharmacy management;

·
home delivery pharmacy services;

·
benefit design consultation;

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·
drug utilization review;

·
drug formulary management programs;

·
compliance and therapy management programs for our clients;

·
a flexible array of Medicare Part D Prescription Drug Program products to support clients' benefits;

·
specialty pharmacy, including the distribution of fertility pharmaceuticals requiring special handling or packaging; and

·
guidance and decision support for genomic medicine to patients, providers, payors and employees and comprehensive

clinical programs.
The Other Business Operations segment primarily consists of the following services:

·
distribution of pharmaceuticals and medical supplies to providers and clinics;

·
other international retail network pharmacy management;

·
home delivery pharmacy services in Germany;

·
scientific evidence to guide the safe, effective and affordable use of medicines; and

·
diabetes prescriptions and testing supplies.
Our revenues are generated primarily from the delivery of prescription drugs through our contracted network of retail
pharmacies, home delivery and specialty pharmacy services and Other Business Operations services.
Prescription drugs are dispensed to members of the health plans we serve primarily through networks of retail pharmacies
that are under non-exclusive contracts with us and through the home delivery fulfillment pharmacies, specialty drug pharmacies
and fertility pharmacies we operated as of September 30, 2012. More than 60,000 retail pharmacies, which represent over 95%
of all United States retail pharmacies, participated in one or more of our networks at September 30, 2012. The top ten retail
pharmacy chains represent approximately 60% of the total number of stores in our largest network.
We were incorporated in Delaware as Aristotle Holding, Inc. in July 2011. On April 2, 2012, we completed a series of
transactions (the "Mergers") through which ESI and Medco became our 100% owned subsidiaries. Our principal executive
offices are located at One Express Way, Saint Louis, Missouri, 63121. Our telephone number is (314) 996-0900 and our web site
is www.express-scripts.com. The information on, or accessible through, our website is not part of this prospectus and should not
be relied upon in connection with making any investment decision with respect to the securities offered by this prospectus.

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SUMMARY DESCRIPTION OF THE EXCHANGE OFFER
On November 21, 2011, we completed the private placement of $900 million aggregate principal amount of 2.750%
Senior Notes due 2014, $1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016, $1.25 billion aggregate
principal amount of 4.750% Senior Notes due 2021 and $700 million aggregate principal amount of 6.125% Senior Notes due
2041. On February 9, 2012, we completed the private placement of $1.0 billion aggregate principal amount of 2.100% Senior
Notes due 2015, $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2017 and $1.0 billion aggregate
principal amount of 3.900% Senior Notes due 2022. As part of each offering, we entered into registration rights agreements
with the initial purchasers of each series of the old notes. Pursuant to these registration rights agreements, we agreed, among
other things, to deliver this prospectus to you and to use commercially reasonable efforts to complete an exchange offer for
the old notes. Below is a summary of the exchange offer.

Old 2014 Notes
2.750% Senior Notes due 2014, which were issued on November 21, 2011

Old 2015 Notes
2.100% Senior Notes due 2015, which were issued on February 9, 2012

Old 2016 Notes
3.500% Senior Notes due 2016, which were issued on November 21, 2011

Old 2017 Notes
2.650% Senior Notes due 2017, which were issued on February 9, 2012

Old 2021 Notes
4.750% Senior Notes due 2021, which were issued on November 21, 2011

Old 2022 Notes
3.900% Senior Notes due 2022, which were issued on February 9, 2012

Old 2041 Notes
6.125% Senior Notes due 2041, which were issued on November 21, 2011

New 2014 Notes
2.750% Senior Notes due 2014, the issuance of which has been registered under
the Securities Act. The form and terms of the new 2014 notes are identical in all
material respects to those of the old 2014 notes, except that the special
mandatory redemption provisions, transfer restrictions and registration rights
relating to the old 2014 notes do not apply to the new 2014 notes.

New 2015 Notes
2.100% Senior Notes due 2015, the issuance of which has been registered under
the Securities Act. The form and terms of the new 2015 notes are identical in all
material respects to those of the old 2015 notes, except that the special
mandatory redemption provisions, transfer restrictions and registration rights
relating to the old 2015 notes do not apply to the new 2015 notes.

New 2016 Notes
3.500% Senior Notes due 2016, the issuance of which has been registered under
the Securities Act. The form and terms of the new 2016 notes are identical in all
material respects to those of the old

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2016 notes, except that the special mandatory redemption provisions, transfer

restrictions and registration rights relating to the old 2016 notes do not apply to
the new 2016 notes.

New 2017 Notes
2.650% Senior Notes due 2017, the issuance of which has been registered under
the Securities Act. The form and terms of the new 2017 notes are identical in all
material respects to those of the old 2017 notes, except that the special
mandatory redemption provisions, transfer restrictions and registration rights
relating to the old 2017 notes do not apply to the new 2017 notes.

New 2021 Notes
4.750% Senior Notes due 2021, the issuance of which has been registered under
the Securities Act. The form and terms of the new 2021 notes are identical in all
material respects to those of the old 2021 notes, except that the special
mandatory redemption provisions, transfer restrictions and registration rights
relating to the old 2021 notes do not apply to the new 2021 notes.

New 2022 Notes
3.900% Senior Notes due 2022, the issuance of which has been registered under
the Securities Act. The form and terms of the new 2022 notes are identical in all
material respects to those of the old 2022 notes, except that the special
mandatory redemption provisions, transfer restrictions and registration rights
relating to the old 2022 notes do not apply to the new 2022 notes.

New 2041 Notes
6.125% Senior Notes due 2041, the issuance of which has been registered under
the Securities Act. The form and terms of the new 2041 notes are identical in all
material respects to those of the old 2041 notes, except that the special
mandatory redemption provisions, transfer restrictions and registration rights
relating to the old 2041 notes do not apply to the new 2041 notes.

Exchange Offer for 2014 Notes
We are offering to issue up to $900.0 million aggregate principal amount of new
2014 notes in exchange for a like principal amount of old 2014 notes to satisfy
our obligations under the registration rights agreement that was executed when
the old 2014 notes were issued in a transaction in reliance upon the exemptions
from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2015 Notes
We are offering to issue up to $1.0 billion aggregate principal amount of new
2015 notes in exchange for a like principal amount of old 2015 notes to satisfy
our obligations under the registration rights agreement that was executed when
the old 2015 notes were issued in a transaction in reliance upon the exemptions
from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2016 Notes
We are offering to issue up to $1.25 billion aggregate principal amount of new
2016 notes in exchange for a like principal amount of old 2016 notes to satisfy
our obligations under the registration rights

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