ST. LOUIS, Feb. 6, 2012 /PRNewswire/ -- Express Scripts, Inc. (Nasdaq: ESRX) announced today that its wholly owned subsidiary, Aristotle Holding, Inc., a Delaware corporation ("Aristotle"), has commenced a private offering of senior notes of a benchmark amount. The net proceeds from the offering will be used to pay a portion of the cash consideration payable to stockholders of Medco Health Solutions, Inc. ("Medco") in connection with the previously announced merger pursuant to which Express Scripts and Medco will each become wholly owned subsidiaries of Aristotle (the "Merger"), to repay any existing indebtedness that will be repaid in connection with the Merger and to pay related fees and expenses. Commitments under the unsecured bridge term loan facility that Express Scripts and Aristotle entered into in connection with the financing of the Merger will automatically be reduced dollar-for-dollar by the net proceeds from the sale of the senior notes. Aristotle will be required to redeem the notes in the event that the Merger does not occur. Following the Merger, Aristotle will be renamed "Express Scripts Holding Company" and will become a publicly traded corporation, Medco and Express Scripts will each become wholly owned subsidiaries of Aristotle and former Medco and Express Scripts stockholders will own stock in Aristotle.
The notes will be jointly and severally and fully and unconditionally guaranteed on a senior basis by Express Scripts, certain of Express Scripts' current wholly owned domestic subsidiaries and certain of Aristotle's future wholly owned domestic subsidiaries, including, following consummation of the Merger, Medco and certain of its wholly owned domestic subsidiaries.
The notes and the related guarantees have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons without registration or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the notes and the related guarantees in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The notes and the related guarantees will be offered and sold only (i) to persons in the United States and to, or for the account or benefit of, U.S. persons, in each case that are qualified institutional buyers in accordance with Rule 144A under the Securities Act and (ii) to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.FORWARD LOOKING STATEMENTS
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