cigna8k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported) June 19,
2007
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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1-08323
(Commission
File Number)
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06-1059331
(IRS
Employer
Identification
No.)
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Two
Liberty Place, 1601 Chestnut Street
Philadelphia,
Pennsylvania 19192
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(215)
761-1000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
On
June
19, 2007, CIGNA Corporation entered into the Second Amended and Restated
Revolving Credit and Letter of Credit Agreement with the lenders named therein,
Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., Banc
of
America Securities LLC, and J.P. Morgan Securities Inc., as joint lead arrangers
and joint book managers, Bank of America, N.A., as syndication agent, and the
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York branch and Deutsche Bank AG
New York branch, as co-documentation agents. Under the Credit Agreement, CIGNA
can borrow up to an aggregate principal amount of $1.75 billion, which includes
a letter of credit sub-limit facility of up to an aggregate amount of $1.25
billion. The Credit Agreement also includes a commitment increase
option up to $2.25 billion and an extension option. The Company
entered into the Credit Agreement: (a) for general corporate
purposes, including support for the issuance of commercial paper and to
obtain statutory reserve credit for certain reinsurance arrangements; and
(b) to replace its previous credit agreement.
Various
interest rate options are available under the Credit
Agreement. Depending on CIGNA’s long-term senior unsecured debt
rating, the Company pays: (a) commitment fees on the lenders’
aggregate commitment under the credit agreement ranging from 0.055% to 0.15%,
which are reduced by the aggregate amount of letters of credit issued; and
(b)
letter of credit commissions ranging from .25% to .75% on the amount of letters
issued and outstanding. At June 19, 2007, the annual rate was .07%
for the commitment fees and .35% for the letter of credit
commissions. The Credit Agreement expires June 19, 2012, but can be
extended annually thereafter pursuant to an extension option.
The
Credit Agreement contains customary restrictive covenants, including a financial
covenant requiring CIGNA to maintain a total debt to capital ratio at or below
0.40 to 1.00. The failure to comply with customary conditions or the
occurrence of events of default, customary for agreements of this kind,
would: (a) prevent the Company from receiving any advances or having
letters of credit issued; and (b) generally require the repayment of any
outstanding advances or the provision of collateral for any issued and
outstanding letters of credit under the Credit Agreement. CIGNA has
not received any advances under the Credit Agreement at this time, nor are
there
any letters of credit currently issued under the Credit Agreement.
The
agents and the lenders under the Credit Agreement and their affiliates have
provided, and future lenders under the Credit Agreement may provide, various
investment banking, other commercial banking and financial advisory services
to
CIGNA for which they have received, and may in the future receive, customary
fees.
The
description above is a summary and is qualified in its entirety by the Credit
Agreement, which is filed as Exhibit 10.1 to this report.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CIGNA
CORPORATION |
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Date:
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June 25,
2007
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By:
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/s/
Michael W. Bell
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Michael
W. Bell
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Executive
Vice President and
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Chief
Financial Officer
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Index
to Exhibits
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Number
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Description
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Method
of Filing
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10.1
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Second
Amended and Restated Revolving Credit and Letter of Credit Agreement,
dated as of June 19, 2007
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