Health Care Service Corporation $2.5 billion notes offering

Davis Polk advised the joint book-running managers and representatives of the initial purchasers on a Rule 144A / Regulation S offering by Health Care Service Corporation, a Mutual Legal Reserve Company, of $750 million aggregate principal amount of its 5.200% notes due 2029, $750 million aggregate principal amount of its 5.450% notes due 2034 and $1 billion aggregate principal amount of its 5.875% notes due 2054. Health Care Service Corporation intends to use the net proceeds of the offering to fund a portion of the purchase price for its pending acquisition of the Medicare Advantage, Medicare Supplemental Benefits, Medicare Part D and CareAllies businesses of The Cigna Group and its subsidiaries.

Incorporated in Illinois in 1936 and headquartered in Chicago, Health Care Service Corporation is a licensed health insurance company that holds the exclusive rights from the Blue Cross and Blue Shield Association in Illinois, Montana, New Mexico, Oklahoma and Texas to market products under the Blue Cross and Blue Shield names and marks. Health Care Service Corporation is the nation’s largest customer-owned insurer and fifth-largest health insurer overall as measured by membership.

The Davis Polk corporate team included partners Joseph A. Hall and Pedro J. Bermeo and associates Dylan H. Lojac, Andrew Masaru Orita and Joshua L. Bi. The tax team included counsel Christopher A. Baratta and associate Michael Mirabella. Partner Pritesh P. Shah and associate Alexis N. Wallace provided intellectual property advice. All members of the Davis Polk team are based in the New York office.