Obligation Express Scripts Holding 2.25% ( US30219GAH11 ) en USD

Express Scripts Holding

100 % ▲

Etas-Unis

US30219GAH11 ( en USD )

2.25% par an ( paiement semestriel )

15/06/2019 - Obligation échue

Prospectus brochure de l'obligation Express Scripts Holding US30219GAH11 en USD 2.25%, échue

2 000 USD

1 000 000 000 USD

30219GAH1

N/A

L'Obligation émise par Express Scripts Holding ( Etas-Unis ) , en USD, avec le code ISIN US30219GAH11, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2019

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
424B5 1 d732241d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-196442
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Amount of Registration
Title of each Class of Securities to be Registered
Aggregate Offering Price
Fee (1)
1.25% Senior Notes due 2017
2.25% Senior Notes due 2019
3.50% Senior Notes due 2024
$2,500,000,000
$322,000

(1) The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
1 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 2, 2014)

$500,000,000 1.25% Senior Notes due 2017
$1,000,000,000 2.25% Senior Notes due 2019
$1,000,000,000 3.50% Senior Notes due 2024
We are offering $500,000,000 aggregate principal amount of 1.25% Senior Notes due 2017 (the "2017 notes"), $1,000,000,000 aggregate
principal amount of 2.25% Senior Notes due 2019 (the "2019 notes") and $1,000,000,000 aggregate principal amount of 3.50% Senior Notes
due 2024 (the "2024 notes" and, together with the 2017 notes and the 2019 notes, the "notes"). We wil pay interest on the 2017 notes on June
2 and December 2 of each year, beginning on December 2, 2014, and we wil pay interest on the 2019 and 2024 notes on June 15 and
December 15 of each year, beginning on December 15, 2014.
We may redeem some or all of the notes at our option at any time and from time to time at the "make-whole" redemption prices
described in this prospectus supplement under "Description of the Notes--Optional Redemption." We must offer to repurchase the notes
upon the occurrence of a change of control triggering event at the price described in the accompanying prospectus under "Description of
Debt Securities--Purchase of Debt Securities Upon a Change of Control Triggering Event."
The notes wil be jointly and several y and ful y and unconditional y guaranteed on a senior basis by certain of our current and future
100% owned domestic subsidiaries. See "Description of the Notes--Guarantees." The notes and guarantees wil be our and our subsidiary
guarantors' general unsecured obligations and wil rank equally in right of payment with our and the guarantors' other senior indebtedness
from time to time outstanding. The notes wil be effectively subordinated to our and our subsidiary guarantors' secured indebtedness to the
extent of the value of the col ateral securing such indebtedness. The notes wil be structural y subordinated to the obligations (including trade
payables) of our subsidiaries that are not guarantors. The notes wil not be listed on any securities exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus
supplement to read about important factors you should consider before buying the notes.

Underwriting
Proceeds to Express
Price to
Discounts and
Scripts Holdings

Public(1)

Commissions
Company(1)

Per 2017 note

99.962%

0.400%

99.562%
2017 note total

$499,810,000
$ 2,000,000
$
497,810,000
Per 2019 note

99.759%

0.600%

99.159%
2019 note total

$997,590,000
$ 6,000,000
$
991,590,000
Per 2024 note

99.272%

0.650%

98.622%
2024 note total

$992,720,000
$ 6,500,000
$
986,220,000

(1) Plus accrued interest, if any, from June 5, 2014 if settlement occurs after that date.

Delivery of the notes to investors in registered book-entry form only through the facilities of The Depository Trust Company ("DTC")
wil be made on or about June 5, 2014. Beneficial interests in the notes wil be shown on, and transfers thereof wil be effected only through,
records maintained by DTC and its direct and indirect participants, including Clearstream Banking, société anonyme, and Euroclear Bank
S.A./N.V., as operator of the Euroclear System.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
Joint Book-Running Managers
2 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...

Citigroup

Credit Suisse

Deutsche Bank Securities
RBS
Co-Managers

BofA Merrill Lynch
Credit Agricole CIB
DNB Markets

J.P. Morgan
(2017, 2019, 2024 notes)

(2017, 2019, 2024 notes)

(2019 notes)

(2017, 2024 notes)

Lloyds Securities
Mitsubishi UFJ Securities

Mizuho Securities

RBC Capital Markets
(2019 notes)

(2017, 2019, 2024 notes)

(2017, 2019, 2024 notes)

(2017, 2024 notes)

Scotiabank

SMBC Nikko

SunTrust Robinson Humphrey
(2017, 2019, 2024 notes)

(2017, 2019, 2024 notes)

(2017, 2019, 2024 notes)

UBS Investment Bank

US Bancorp

Wells Fargo Securities
(2019 notes)

(2017, 2024 notes)

(2017, 2019, 2024 notes)
The date of this prospectus supplement is June 2, 2014.
3 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
RISK FACTORS
S-10
USE OF PROCEEDS
S-14
CAPITALIZATION
S-15
DESCRIPTION OF OTHER INDEBTEDNESS
S-16
DESCRIPTION OF THE NOTES
S-20
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
S-30
UNDERWRITING
S-33
LEGAL MATTERS
S-35
EXPERTS
S-35
WHERE YOU CAN FIND MORE INFORMATION
S-36
PROSPECTUS

ABOUT THIS PROSPECTUS

ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ii
EXPRESS SCRIPTS HOLDING COMPANY.

1
RISK FACTORS

2
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

3
DESCRIPTION OF SECURITIES

3
DESCRIPTION OF CAPITAL STOCK

3
DESCRIPTION OF DEBT SECURITIES

5
DESCRIPTION OF WARRANTS
17
DESCRIPTION OF SUBSCRIPTION RIGHTS
18
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
19
SELLING SECURITY HOLDERS
20
PLAN OF DISTRIBUTION
20
LEGAL MATTERS
20
EXPERTS
20
WHERE YOU CAN FIND MORE INFORMATION
21

S-i
4 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part consists of this prospectus supplement, which describes the specific terms of this
offering. The second part consists of the accompanying prospectus, which gives more general information, some of which may not be
applicable to this offering.
If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely
on the information in this prospectus supplement. You should rely only on the information contained or incorporated by reference in
this prospectus supplement, the accompanying prospectus and in any related free writing prospectus we file with the Securities and
Exchange Commission (the "SEC").
We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only
as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those
dates.
In this prospectus supplement, unless otherwise specified or the context requires otherwise, we use the terms "Express Scripts,"
the "Company," "we," "us" and "our" to refer to Express Scripts Holding Company and its subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Information we have included or incorporated by reference in this prospectus supplement and the accompanying prospectus
contains or may contain forward-looking statements. These forward-looking statements include, among others, statements of our
plans, objectives, expectations (financial or otherwise) or intentions.
Our forward-looking statements involve risks and uncertainties. Our actual results may differ significantly from those projected
or suggested in any forward-looking statements. We do not undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events. Factors that might cause such a difference to occur include, but are not limited to:

· our ability to remain profitable in a very competitive marketplace depends upon our continued ability to attract and retain

clients while maintaining our margins, to differentiate our products and services from those of our competitors, and to
develop and cross-sell new products and services to our existing clients;

· our failure to anticipate and appropriately adapt to changes or trends within the rapidly changing healthcare industry;

· changes in applicable laws, rules or regulations, or their interpretation or enforcement, or the enactment of new laws, rules

or regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in
order to comply or to make significant changes to our business operations;

· changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices or changes to

government policies in general;

· uncertainties regarding the implementation of health reform laws;

· general economic conditions;

S-ii
5 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents
· a failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors,

or a significant failure or disruption in service within our operations or the operations of such vendors;

· our failure to execute on, or other issues arising under, certain key client contracts;

· significant changes within the pharmacy provider marketplace, including the loss of or adverse change in our relationship

with one or more key pharmacy providers;

· changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to

otherwise execute on our strategies related to Medicare Part D;

· our failure to effectively execute on strategic transactions or successfully integrate the business operations or achieve the

anticipated benefits from any acquired businesses;

· a failure to adequately protect confidential health information received and used in our business operations;

· uncertainty around realization of the anticipated benefits of the transaction with Medco (as defined below), including the

expected amount and timing of cost savings and operating synergies or difficulty in integrating the businesses of Express
Scripts, Inc. ("ESI") and Medco Health Solutions, Inc. ("Medco") or in retaining clients of the respective companies;

· the impact of our debt service obligations on the availability of funds for other business purposes, and the terms of and our

required compliance with covenants relating to our indebtedness;

· the delay, reduction, suspension or cancellation of government spending or appropriations relating to our business;

· the termination, loss, or an unfavorable modification, of our relationship with one or more key pharmaceutical

manufacturers, or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;

· changes in industry pricing benchmarks;

· results in pending and future litigation or other proceedings which could subject us to significant monetary damages or

penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

· our failure to attract and retain talented employees, or to manage succession and retention for our Chief Executive Officer

or other key executives; and

· other risks described from time to time in our filings with the SEC.
These and other relevant factors, including those risk factors identified in our Annual Report on Form 10-K and our other filings
under the Securities Exchange Act of 1934, as amended ("Exchange Act"), parts of which are incorporated by reference in this
prospectus supplement, should be carefully considered when reviewing any forward-looking statement. See "Where You Can Find
More Information."

S-iii
6 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents
SUMMARY
This summary highlights selected information about us and this offering. This summary is not complete and does not
contain all of the information that may be important to you. You should read carefully this entire prospectus supplement and
the accompanying prospectus, including the "Risk Factors" section, and the other documents that we refer to and incorporate
by reference herein for a more complete understanding of us and this offering. In particular, we incorporate by reference
important business and financial information into this prospectus supplement and the accompanying prospectus.
Our Business
We are the largest pharmacy benefit management ("PBM") company in the United States, offering a full range of services to
our clients, which include managed care 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 that 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 chain and to improve members' health outcomes and satisfaction.
Plan sponsors who are more aggressive in taking advantage of our effective tools and comprehensive array of solutions to
manage drug spend have seen reductions 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 products and services:

· retail network pharmacy administration;

· home delivery pharmacy services;

·
benefit
design
consultation;

· drug utilization review;

·
drug
formulary
management;

· clinical solutions to improve health outcomes, such as adherence, case coordination and personalized medicine;

· a flexible array of Medicare Part D, Medicaid and Health Insurance Marketplace offerings to support clients' benefits;

S-1
7 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents

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

· administration of a group purchasing organization; and

· consumer health and drug information.
The Other Business Operations segment primarily consists of the following products and services:

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

· scientific evidence to guide the safe, effective and affordable use of medicines.
Our revenues are generated primarily from the delivery of prescription drugs through our contracted network of retail
pharmacies, home delivery of prescription drugs and specialty pharmacy services and Other Business Operations services.
Revenues from the delivery of prescription drugs to our members represented 98.8% of revenues in 2013, 99.0% in 2012 and
99.4% in 2011. Revenues from services, such as the fees associated with the administration of retail pharmacy networks
contracted by certain clients, medication counseling services and certain specialty distribution services, comprised the remainder
of our revenues.
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 home delivery fulfillment pharmacies, specialty drug pharmacies and
fertility pharmacies that we operate. More than 68,000 retail pharmacies, which represent over 95% of all U.S. retail pharmacies,
participated in one or more of our networks at December 31, 2013. The top ten retail pharmacy chains represent approximately
60% of the total number of stores in our largest network.
Corporate Information
Express Scripts, Inc. was incorporated in Missouri in September 1986, and was reincorporated in Delaware in March 1992.
Express Scripts Holding Company was incorporated in Delaware on July 15, 2011.
Our principal executive offices are located at One Express Way, Saint Louis, Missouri, 63121. Our telephone number is
(314) 996-0900 and our website is www.express-scripts.com. The information on, or accessible through, our website is not part
of this prospectus supplement and should not be relied upon in connection with making any investment decision with respect to
the securities offered by this prospectus supplement.

S-2
8 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents
The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of
the notes, please refer to "Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in
the accompanying prospectus. You should read carefully this entire prospectus supplement and the accompanying prospectus
for a more complete understanding of us and this offering.

Issuer
Express Scripts Holding Company

Notes offered
$500,000,000 aggregate principal amount of 2017 notes.

$1,000,000,000 aggregate principal amount of 2019 notes.

$1,000,000,000 aggregate principal amount of 2024 notes.

Maturity
The 2017 notes will mature on June 2, 2017, the 2019 notes will mature on June
15, 2019 and the 2024 notes will mature on June 15, 2024.

Interest payment dates
June 2 and December 2 of each year, beginning on December 2, 2014, for the
2017 notes.

June 15 and December 15 of each year, beginning on December 15, 2014, for

the 2019 notes and the 2024 notes.

Interest rates
The 2017 notes will bear interest at 1.25% per year.

The 2019 notes will bear interest at 2.25% per year.

The 2024 notes will bear interest at 3.50% per year.

Guarantees
All payments with respect to the notes, including principal and interest, will be
jointly and severally and fully and unconditionally guaranteed on a senior
unsecured basis by certain of our 100% owned domestic subsidiaries, each of
which is a guarantor of our obligations under our existing revolving credit
facility, our existing term facility and our existing senior notes. We expect the
notes will also be guaranteed in the future by certain subsidiaries under the
circumstances described in the accompanying prospectus under "Description of
Debt Securities--Covenants--Additional Guarantors."

Ranking
The notes and the note guarantees:

· will be our and our subsidiary guarantors' general unsecured obligations;

· will rank equally in right of payment with our and our subsidiary guarantors'

other senior indebtedness from time to time outstanding;

· will be effectively subordinated to our and our subsidiary guarantors'

secured indebtedness to the extent of the value of the collateral securing such
indebtedness; and

S-3
9 of 71
6/4/2014 2:44 PM

424B5
http://www.sec.gov/Archives/edgar/data/872653/000119312514225302/...
Table of Contents
· will be structurally subordinated in right of payment to all indebtedness and

other liabilities of our non-guarantor subsidiaries.

Other than capital leases, we and our subsidiary guarantors do not currently

have any secured indebtedness.

Optional redemption
The notes will be redeemable, at our option, in whole or in part at any time and
from time to time, at the "make-whole" redemption prices described in
"Description of the Debt Securities--Optional Redemption." At any time on or
after March 17, 2024 (90 days prior to the maturity date of the 2024 notes), the
2024 notes will be redeemable, in whole or in part, at our option at any time and
from time to time at a redemption price equal to 100% of the principal amount
of such notes to be redeemed plus accrued and unpaid interest on the principal
amount being redeemed to the date of redemption.

Offer to repurchase upon change of control
Upon the occurrence of a change of control triggering event (which include
triggering event
certain ratings downgrades) in respect of a series of notes as provided in the
indenture, we will be required to offer to repurchase the notes of such series for
cash at a price of 101% of the aggregate principal amount of the notes
repurchased, plus accrued and unpaid interest.

Covenants
The indenture governing the notes will contain covenants that, among other
matters, limit:

· our ability to consolidate with or merge with or into, or convey, transfer or

lease all or substantially all of our properties and assets to, another person;

· our and certain of our subsidiaries' ability to create or assume liens; and

· our and certain of our subsidiaries' ability to engage in sale and leaseback

transactions.

These covenants are subject to important exceptions and qualifications, which
are described under the heading "Description of the Notes--Covenants" in this

prospectus supplement and "Description of Debt Securities--Covenants" in the
accompanying prospectus.

Use of proceeds
We estimate the net proceeds from this offering will be approximately
$2,475,620,000 after deducting underwriting discounts and commissions and
before deducting other estimated offering expenses payable by us. We intend to
use the net proceeds from this offering (i) to pay in full our outstanding 2.750%
Senior Notes due 2014 at their maturity on November 15, 2014, (ii) to redeem
all of our outstanding 3.500% Senior Notes due 2016 and (iii) for general
corporate purposes, which may include repurchases of our common stock under
our share repurchase program pursuant to open market

S-4
10 of 71
6/4/2014 2:44 PM