UNITED STATES
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): July 20, 2015
CVS HEALTH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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(State or Other Jurisdiction
of Incorporation) |
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| 001-01011 |
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05-0494040 |
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File Number) |
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(IRS Employer
Identification No.) |
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| One CVS Drive |
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| Woonsocket, Rhode Island |
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02895 |
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(Zip Code) |
Registrant’s telephone number, including area code: (401) 765-1500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On July 20, 2015, CVS Health Corporation, a Delaware corporation (the
“Company”), issued and sold $2,250,000,000 aggregate principal amount of its 1.900% senior notes due July 20, 2018 (the “2018 Notes”), $2,750,000,000 aggregate principal amount of its 2.800% senior notes due July 20,
2020 (the “2020 Notes”), $1,500,000,000 aggregate principal amount of its 3.500% senior notes due July 20, 2022 (the “2022 Notes”), $3,000,000,000 aggregate principal amount of its 3.875% senior notes due July 20, 2025
(the “2025 Notes”), $2,000,000,000 aggregate principal amount of its 4.875% senior notes due July 20, 2035 (the “2035 Notes”) and $3,500,000,000 aggregate principal amount of its 5.125% senior notes due July 20, 2045
(the “2045 Notes”) (collectively, the “Notes”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3, File No. 333-205156, declared effective on July 2, 2015.
The Notes will be governed by and were issued pursuant to a Senior Indenture dated August 15, 2006 between the Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Senior Indenture”). The Company may issue additional senior debt securities from time to time pursuant to the Senior Indenture. The form of Senior Indenture was filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed August 15, 2006 and shall be incorporated by reference into this report on Form 8-K. Forms of the Notes are filed as Exhibit 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 to this report on Form 8-K and are
incorporated by reference into the Registration Statement.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| 4.1 |
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Form of the 2018 Note |
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| 4.2 4.3
4.4
4.5
4.6 |
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Form of the 2020 Note
Form of the 2022 Note
Form of the 2025 Note
Form of the 2035 Note
Form of the 2045 Note |
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| 5.1 |
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Opinion of Shearman & Sterling LLP |
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| 23.1 |
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Consent of Shearman & Sterling LLP (included in Exhibit 5.1) |
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SIGNATURES
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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| CVS HEALTH CORPORATION |
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| By: |
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/s/ David M. Denton |
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David M. Denton Executive Vice President
and Chief Financial Officer
Dated: July 20, 2015 |
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Exhibit 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
CVS HEALTH CORPORATION
CUSIP No. 126650 CH1
ISIN
No. US126650CH13
1.900% Senior Note due 2018
CVS HEALTH CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on July 20, 2018. If such maturity
date is not a Business Day, then payment of principal will be made on the next succeeding Business Day and no interest will accrue on the amount so payable for the period from such maturity date to the date payment is made.
Interest Payment Dates: January 20 and July 20.
Record Dates: Each January 5 and July 5, immediately preceding each Interest Payment Date.
Additional provisions of this Note are set forth on the reverse side of this Note.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
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| CVS HEALTH CORPORATION |
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| By: |
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Name: |
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Carol A. DeNale |
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Title: |
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Senior Vice President and Treasurer |
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Name: |
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David Denton |
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Title: |
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Executive Vice President and Chief Financial Officer |
[Signature Page to Note No. [ ] of 2018 Notes]
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,
as Trustee, certifies that this is one of the Debt Securities referred to
in the Indenture.
[Signature Page to
Note No. [ ] of 2018 Notes]
1.900% Senior Note due 2018
This Note is one of a duly authorized series of Notes of CVS Health Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as its 1.900% Senior Notes due 2018 (hereinafter referred to as the “Notes”).
The Company promises to pay interest on the principal amount of this Note at the rate
per annum shown above.
The Company will pay interest on the Notes semi-annually on January 20 and July 20 of each year,
commencing January 20, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or provided for, or, if no interest has been paid or provided for, from July 20, 2015. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes. If any interest payment date is not a Business Day, then payment of interest will be made on the next
succeeding Business Day and no interest will accrue on the amount so payable for the period from such interest payment date to the date payment is made.
The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders thereof at the close of business on the January 5 and July 5 (whether or not a Business Day) immediately preceding the interest payment date even if the Notes are canceled after the record date and on
or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts by wire transfer of immediately available funds to the accounts specified by the Holders, or, if no such account is specified, the Company may pay principal and interest by check payable in such money.
It may mail an interest check to a Holder’s registered address.
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(c) |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon Trust Company, N.A., a
national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
The Company issued the Notes under an Indenture dated as of August 15, 2006
(the “Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the
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“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of those terms.
The Notes are general obligations of the Company initially
limited to $2,250,000,000 aggregate principal amount (subject to Section 2.08 of the Indenture). The Company may at any time issue additional Notes under the Indenture in unlimited amounts having the same terms as and treated as a single class
with the Notes for all purposes under the Indenture and will vote together as one class with respect to the Notes. The Indenture imposes certain limitations on the incurrence of certain additional indebtedness by the Company and certain of its
subsidiaries and the entry into certain sale and leaseback arrangements by the Company and certain of its subsidiaries. The Indenture also restricts the ability of the Company to consolidate or merge with or into, or to transfer all or substantially
all its assets to, another person.
Prior to July 20, 2018, the Company, at its option, may at any time
redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price, plus accrued and unpaid interest to the redemption date, equal to the greater of (i) 100% of the principal amount of the
Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest accrued to the redemption date)
discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 15 basis points. If any redemption date is not a Business Day, then payment of the
redemption price and accrued and unpaid interest will be made on the next succeeding Business Day, and no interest will accrue on the amounts so payable for the period from such redemption date to the date payment is made.
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such
remaining term.
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the
applicable Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
“Independent Investment
Banker” means Barclays Capital Inc. or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
“Reference Treasury Dealer” means (i) Barclays Capital Inc. and its successors; provided, however, that if
the foregoing shall cease to be a primary United States Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer and (ii) any other
Primary Treasury Dealers selected by the Company.
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“Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
“Treasury Yield” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
Notice of redemption shall be transmitted by the Company (or, at the
Company’s request, by the Trustee on the Company’s behalf) to each Holder of Notes to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
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(g) |
Special Mandatory Redemption |
On May 20, 2015, CVS Pharmacy, Inc., a wholly owned
subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Omnicare, Inc., a provider of pharmaceuticals and related pharmacy services to long-term care facilities and provider of
specialty pharmacy and commercialization services for the bio-pharmaceutical industry (the “Omnicare Acquisition”). If the Company does not consummate the Omnicare Acquisition on or prior to May 20, 2016, which date will be
extended automatically to August 20, 2016 if regulatory approval is the only closing condition under the Merger Agreement on May 20, 2016 that has not been fulfilled and all other closing conditions either have been fulfilled or are then
capable of being fulfilled (the “Omnicare Outside Date”) or if, on or prior to such date, the Merger Agreement is terminated other than as a result of consummating the Omnicare Acquisition, then the Company will be required to
redeem all outstanding Notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption
date. The “special mandatory redemption date” means the earlier to occur of (1) the 15th day (or if such day is not a business day, the first business day thereafter) after the Omnicare Outside Date, if the Omnicare Acquisition
has not been consummated on or prior to the Omnicare Outside Date, or (2) the 15th day (or if such day is not a business day, the first business day thereafter) following the termination of the Merger Agreement other than as a result of
consummating the Omnicare Acquisition. Notwithstanding the foregoing, installments of interest on notes that are due and payable on interest payment dates
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falling on or prior to the special mandatory redemption date will be payable on such interest payment dates to the registered Holders as of the close of business on the relevant record dates in
accordance with this Note and the Indenture.
The Company will cause the notice of special mandatory redemption to be transmitted, with a
copy to the Trustee, within five business days after the occurrence of the event triggering the special mandatory redemption to each holder at its registered address. If funds sufficient to pay the special mandatory redemption price of the
outstanding Notes to be redeemed on the special mandatory redemption date are deposited with the Trustee or a Paying Agent on or before such special mandatory redemption date, and certain other conditions are satisfied, on and after such special
mandatory redemption date, the outstanding Notes will cease to bear interest.
The Indenture provides, as established pursuant to Section 2.03 of the
Indenture, that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding notes in accordance with the procedures set forth in the
Indenture.
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(i) |
Denominations; Transfer; Exchange |
The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders of Notes may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder of Notes, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.
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(j) |
Persons Deemed Owners |
The registered Holder of this Note may be treated as the sole owner of
such Note for all purposes.
Subject to applicable abandoned property law, if money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee or Paying Agent for payment.
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(l) |
Discharge and Defeasance |
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.
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Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes; and (ii) any default or compliance with any provision may be waived with the written consent of
the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Note, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, omission, defect or inconsistency that does not materially and adversely affect the rights of any Holder of a Note, or to comply with Article 5 of the Indenture or to comply with requirements of the SEC in connection with
the qualification of the Indenture under the TIA.
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(n) |
Defaults and Remedies |
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in the interest of the
Holders of Notes.
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(o) |
Trustee Dealings with the Company |
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee.
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(p) |
No Recourse Against Others |
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations. By accepting a Note, each Holder of a Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
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This Note shall not be valid until an authorized signatory of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the face of this Note.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
This Note shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Pursuant to the recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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The Company will furnish to any Holder of a Note upon written request and without charge to such
Holder of a Note a copy of the Indenture. Requests may be made to:
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
Attention: Nancy R. Christal
Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.
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ASSIGNMENT FORM
To assign this Note, complete the form below:
I or we assign and transfer this Note to:
[Print or type assignee’s name, address and zip code]
[Insert assignee’s soc. sec. or tax I.D. No.]
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and irrevocably appoint as agent to transfer this Note on the books of CVS Health Corporation. The agent may substitute another to act for him. |
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Sign exactly as your name appears on the face of this Note.
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Exhibit 4.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
CVS HEALTH CORPORATION
CUSIP No. 126650 CJ7
ISIN
No. US126650CJ78
2.800% Senior Note due 2020
CVS HEALTH CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on July 20, 2020. If such maturity
date is not a Business Day, then payment of principal will be made on the next succeeding Business Day and no interest will accrue on the amount so payable for the period from such maturity date to the date payment is made.
Interest Payment Dates: January 20 and July 20.
Record Dates: Each January 5 and July 5, immediately preceding each Interest Payment Date.
Additional provisions of this Note are set forth on the reverse side of this Note.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
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| CVS HEALTH CORPORATION |
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| By: |
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Name: |
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Carol A. DeNale |
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Title: |
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Senior Vice President and Treasurer |
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| By: |
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Name: |
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David Denton |
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Title: |
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Executive Vice President and Chief Financial Officer |
[Signature Page to Note No. [ ] of 2020 Notes]
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,
as Trustee, certifies that this is one of the Debt Securities referred to
in the Indenture.
[Signature Page to
Note No. [ ] of 2020 Notes]
2.800% Senior Note due 2020
This Note is one of a duly authorized series of Notes of CVS Health Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as its 2.800% Senior Notes due 2020 (hereinafter referred to as the “Notes”).
The Company promises to pay interest on the principal amount of this Note at the rate
per annum shown above.
The Company will pay interest on the Notes semi-annually on January 20 and July 20 of each year,
commencing January 20, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or provided for, or, if no interest has been paid or provided for, from July 20, 2015. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes. If any interest payment date is not a Business Day, then payment of interest will be made on the next
succeeding Business Day and no interest will accrue on the amount so payable for the period from such interest payment date to the date payment is made.
The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders thereof at the close of business on the January 5 and July 5 (whether or not a Business Day) immediately preceding the interest payment date even if the Notes are canceled after the record date and on
or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts by wire transfer of immediately available funds to the accounts specified by the Holders, or, if no such account is specified, the Company may pay principal and interest by check payable in such money.
It may mail an interest check to a Holder’s registered address.
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(c) |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon Trust Company, N.A., a
national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
The Company issued the Notes under an Indenture dated as of August 15, 2006
(the “Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the
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“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of those terms.
The Notes are general obligations of the Company initially
limited to $2,750,000,000 aggregate principal amount (subject to Section 2.08 of the Indenture). The Company may at any time issue additional Notes under the Indenture in unlimited amounts having the same terms as and treated as a single class
with the Notes for all purposes under the Indenture and will vote together as one class with respect to the Notes. The Indenture imposes certain limitations on the incurrence of certain additional indebtedness by the Company and certain of its
subsidiaries and the entry into certain sale and leaseback arrangements by the Company and certain of its subsidiaries. The Indenture also restricts the ability of the Company to consolidate or merge with or into, or to transfer all or substantially
all its assets to, another person.
Prior to June 20, 2020, the Company, at its option, may at any time
redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price, plus accrued and unpaid interest to the redemption date, equal to the greater of (i) 100% of the principal amount of the
Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if the Notes matured on June 20, 2020 (not including any portion of such
payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 20 basis points. On or after that
date, the Company, at its option, may redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid
interest on such Notes to the redemption date. If any redemption date is not a Business Day, then payment of the redemption price and accrued and unpaid interest will be made on the next succeeding Business Day, and no interest will accrue on the
amounts so payable for the period from such redemption date to the date payment is made.
“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on June 20, 2020) that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such remaining term.
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the applicable Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
“Independent Investment Banker” means
Barclays Capital Inc. or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
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“Reference Treasury Dealer” means (i) Barclays Capital Inc. and its
successors; provided, however, that if the foregoing shall cease to be a primary United States Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer and (ii) any other Primary Treasury Dealers selected by the Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption
date.
“Treasury Yield” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
Notice of redemption shall be transmitted by the Company (or, at the
Company’s request, by the Trustee on the Company’s behalf) to each Holder of Notes to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
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(g) |
Special Mandatory Redemption |
On May 20, 2015, CVS Pharmacy, Inc., a wholly owned
subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Omnicare, Inc., a provider of pharmaceuticals and related pharmacy services to long-term care facilities and provider of
specialty pharmacy and commercialization services for the bio-pharmaceutical industry (the “Omnicare Acquisition”). If the Company does not consummate the Omnicare Acquisition on or prior to May 20, 2016, which date will be
extended automatically to August 20, 2016 if regulatory approval is the only closing condition under the Merger Agreement on May 20, 2016 that has not been fulfilled and all other closing conditions either have been fulfilled or are then
capable of being fulfilled (the “Omnicare Outside Date”) or if, on or prior to such date, the Merger Agreement is terminated other than as a result of consummating the Omnicare Acquisition, then the Company will be required to
redeem all outstanding Notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption
date. The “special mandatory redemption date” means the earlier to occur of (1) the 15th day (or if such day is not a business day, the first business day thereafter) after the Omnicare Outside Date, if the Omnicare Acquisition
has not been consummated on or prior to the Omnicare Outside Date, or (2) the 15th day (or if such day is not
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a business day, the first business day thereafter) following the termination of the Merger Agreement other than as a result of consummating the Omnicare Acquisition. Notwithstanding the
foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to the special mandatory redemption date will be payable on such interest payment dates to the registered Holders as of the close of
business on the relevant record dates in accordance with this Note and the Indenture.
The Company will cause the notice of special
mandatory redemption to be transmitted, with a copy to the Trustee, within five business days after the occurrence of the event triggering the special mandatory redemption to each holder at its registered address. If funds sufficient to pay the
special mandatory redemption price of the outstanding Notes to be redeemed on the special mandatory redemption date are deposited with the Trustee or a Paying Agent on or before such special mandatory redemption date, and certain other conditions
are satisfied, on and after such special mandatory redemption date, the outstanding Notes will cease to bear interest.
The Indenture provides, as established pursuant to Section 2.03 of the
Indenture, that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding notes in accordance with the procedures set forth in the
Indenture.
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(i) |
Denominations; Transfer; Exchange |
The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders of Notes may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder of Notes, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.
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(j) |
Persons Deemed Owners |
The registered Holder of this Note may be treated as the sole owner of
such Note for all purposes.
Subject to applicable abandoned property law, if money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee or Paying Agent for payment.
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(l) |
Discharge and Defeasance |
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes; and (ii) any default or compliance with any provision may be waived with the written consent of
the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Note, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, omission, defect or inconsistency that does not materially and adversely affect the rights of any Holder of a Note, or to comply with Article 5 of the Indenture or to comply with requirements of the SEC in connection with
the qualification of the Indenture under the TIA.
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(n) |
Defaults and Remedies |
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in the interest of the
Holders of Notes.
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(o) |
Trustee Dealings with the Company |
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee.
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(p) |
No Recourse Against Others |
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations. By accepting a Note, each Holder of a Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
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This Note shall not be valid until an authorized signatory of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the face of this Note.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
This Note shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Pursuant to the recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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The Company will furnish to any Holder of a Note upon written request and without charge to such
Holder of a Note a copy of the Indenture. Requests may be made to:
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
Attention: Nancy R. Christal
Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.
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ASSIGNMENT FORM
To assign this Note, complete the form below:
I or we assign and transfer this Note to:
[Print or type assignee’s name, address and zip code]
[Insert assignee’s soc. sec. or tax I.D. No.]
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and irrevocably appoint as agent to transfer this Note on the books of CVS Health Corporation. The agent may substitute another to act for him. |
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Sign exactly as your name appears on the face of this Note.
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Exhibit 4.3
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
CVS HEALTH CORPORATION
CUSIP No. 126650 CK4
ISIN
No. US126650CK42
3.500% Senior Note due 2022
CVS HEALTH CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on July 20, 2022. If such maturity
date is not a Business Day, then payment of principal will be made on the next succeeding Business Day and no interest will accrue on the amount so payable for the period from such maturity date to the date payment is made.
Interest Payment Dates: January 20 and July 20.
Record Dates: Each January 5 and July 5, immediately preceding each Interest Payment Date.
Additional provisions of this Note are set forth on the reverse side of this Note.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
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| CVS HEALTH CORPORATION |
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| By: |
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Name: |
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Carol A. DeNale |
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Title: |
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Senior Vice President and Treasurer |
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Name: |
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David Denton |
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Title: |
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Executive Vice President and Chief Financial Officer |
[Signature Page to
Note No. [ ] of 2022 Notes]
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,
as Trustee, certifies that this is one of the Debt Securities referred to
in the Indenture.
[Signature Page to
Note No. [ ] of 2022 Notes]
3.500% Senior Note due 2022
This Note is one of a duly authorized series of Notes of CVS Health Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as its 3.500% Senior Notes due 2022 (hereinafter referred to as the “Notes”).
The Company promises to pay interest on the principal amount of this Note at the rate
per annum shown above.
The Company will pay interest on the Notes semi-annually on January 20 and July 20 of each year,
commencing January 20, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or provided for, or, if no interest has been paid or provided for, from July 20, 2015. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes. If any interest payment date is not a Business Day, then payment of interest will be made on the next
succeeding Business Day and no interest will accrue on the amount so payable for the period from such interest payment date to the date payment is made.
The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders thereof at the close of business on the January 5 and July 5 (whether or not a Business Day) immediately preceding the interest payment date even if the Notes are canceled after the record date and on
or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts by wire transfer of immediately available funds to the accounts specified by the Holders, or, if no such account is specified, the Company may pay principal and interest by check payable in such money.
It may mail an interest check to a Holder’s registered address.
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(c) |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon Trust Company, N.A., a
national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
The Company issued the Notes under an Indenture dated as of August 15, 2006
(the “Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the
5
“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of those terms.
The Notes are general obligations of the Company initially
limited to $1,500,000,000 aggregate principal amount (subject to Section 2.08 of the Indenture). The Company may at any time issue additional Notes under the Indenture in unlimited amounts having the same terms as and treated as a single class
with the Notes for all purposes under the Indenture and will vote together as one class with respect to the Notes. The Indenture imposes certain limitations on the incurrence of certain additional indebtedness by the Company and certain of its
subsidiaries and the entry into certain sale and leaseback arrangements by the Company and certain of its subsidiaries. The Indenture also restricts the ability of the Company to consolidate or merge with or into, or to transfer all or substantially
all its assets to, another person.
Prior to May 20, 2022, the Company, at its option, may at any time
redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price, plus accrued and unpaid interest to the redemption date, equal to the greater of (i) 100% of the principal amount of the
Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if the Notes matured on May 20, 2022 (not including any portion of such
payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 25 basis points. On or after that
date, the Company, at its option, may redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid
interest on such Notes to the redemption date. If any redemption date is not a Business Day, then payment of the redemption price and accrued and unpaid interest will be made on the next succeeding Business Day, and no interest will accrue on the
amounts so payable for the period from such redemption date to the date payment is made.
“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on May 20, 2022) that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such remaining term.
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the applicable Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
“Independent Investment Banker” means
Barclays Capital Inc. or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
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“Reference Treasury Dealer” means (i) Barclays Capital Inc. and its
successors; provided, however, that if the foregoing shall cease to be a primary United States Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer and (ii) any other Primary Treasury Dealers selected by the Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption
date.
“Treasury Yield” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
Notice of redemption shall be transmitted by the Company (or, at the
Company’s request, by the Trustee on the Company’s behalf) to each Holder of Notes to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
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(g) |
Special Mandatory Redemption |
On May 20, 2015, CVS Pharmacy, Inc., a wholly owned
subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Omnicare, Inc., a provider of pharmaceuticals and related pharmacy services to long-term care facilities and provider of
specialty pharmacy and commercialization services for the bio-pharmaceutical industry (the “Omnicare Acquisition”). If the Company does not consummate the Omnicare Acquisition on or prior to May 20, 2016, which date will be
extended automatically to August 20, 2016 if regulatory approval is the only closing condition under the Merger Agreement on May 20, 2016 that has not been fulfilled and all other closing conditions either have been fulfilled or are then
capable of being fulfilled (the “Omnicare Outside Date”) or if, on or prior to such date, the Merger Agreement is terminated other than as a result of consummating the Omnicare Acquisition, then the Company will be required to
redeem all outstanding Notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption
date. The “special mandatory redemption date” means the earlier to occur of (1) the 15th day (or if such day is not a business day, the first business day thereafter) after the Omnicare Outside Date, if the Omnicare Acquisition
has not been consummated on or prior to the Omnicare Outside Date, or (2) the 15th day (or if such day is not
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a business day, the first business day thereafter) following the termination of the Merger Agreement other than as a result of consummating the Omnicare Acquisition. Notwithstanding the
foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to the special mandatory redemption date will be payable on such interest payment dates to the registered Holders as of the close of
business on the relevant record dates in accordance with this Note and the Indenture.
The Company will cause the notice of special
mandatory redemption to be transmitted, with a copy to the Trustee, within five business days after the occurrence of the event triggering the special mandatory redemption to each holder at its registered address. If funds sufficient to pay the
special mandatory redemption price of the outstanding Notes to be redeemed on the special mandatory redemption date are deposited with the Trustee or a Paying Agent on or before such special mandatory redemption date, and certain other conditions
are satisfied, on and after such special mandatory redemption date, the outstanding Notes will cease to bear interest.
The Indenture provides, as established pursuant to Section 2.03 of the
Indenture, that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding notes in accordance with the procedures set forth in the
Indenture.
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(i) |
Denominations; Transfer; Exchange |
The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders of Notes may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder of Notes, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.
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(j) |
Persons Deemed Owners |
The registered Holder of this Note may be treated as the sole owner of
such Note for all purposes.
Subject to applicable abandoned property law, if money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee or Paying Agent for payment.
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(l) |
Discharge and Defeasance |
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes; and (ii) any default or compliance with any provision may be waived with the written consent of
the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Note, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, omission, defect or inconsistency that does not materially and adversely affect the rights of any Holder of a Note, or to comply with Article 5 of the Indenture or to comply with requirements of the SEC in connection with
the qualification of the Indenture under the TIA.
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(n) |
Defaults and Remedies |
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in the interest of the
Holders of Notes.
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(o) |
Trustee Dealings with the Company |
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee.
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(p) |
No Recourse Against Others |
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations. By accepting a Note, each Holder of a Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
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This Note shall not be valid until an authorized signatory of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the face of this Note.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
This Note shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Pursuant to the recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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The Company will furnish to any Holder of a Note upon written request and without charge to such
Holder of a Note a copy of the Indenture. Requests may be made to:
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
Attention: Nancy R. Christal
Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.
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ASSIGNMENT FORM
To assign this Note, complete the form below:
I or we assign and transfer this Note to:
[Print or type assignee’s name, address and zip code]
[Insert assignee’s soc. sec. or tax I.D. No.]
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and irrevocably appoint as agent to transfer this Note on the books of CVS Health Corporation. The agent may substitute another to act for him. |
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Sign exactly as your name appears on the face of this Note.
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Exhibit 4.4
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
CVS HEALTH CORPORATION
CUSIP No. 126650 CL2
ISIN
No. US126650CL25
3.875% Senior Note due 2025
CVS HEALTH CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on July 20, 2025. If such maturity
date is not a Business Day, then payment of principal will be made on the next succeeding Business Day and no interest will accrue on the amount so payable for the period from such maturity date to the date payment is made.
Interest Payment Dates: January 20 and July 20.
Record Dates: Each January 5 and July 5, immediately preceding each Interest Payment Date.
Additional provisions of this Note are set forth on the reverse side of this Note.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
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| CVS HEALTH CORPORATION |
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| By: |
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Name: |
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Carol A. DeNale |
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Title: |
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Senior Vice President and Treasurer |
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Name: |
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David Denton |
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Title: |
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Executive Vice President and Chief Financial Officer |
[Signature Page to
Note No. [ ] of 2025 Notes]
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,
as Trustee, certifies that this is one of the Debt Securities referred to
in the Indenture.
[Signature Page to
Note No. [ ] of 2025 Notes]
3.875% Senior Note due 2025
This Note is one of a duly authorized series of Notes of CVS Health Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as its 3.875% Senior Notes due 2025 (hereinafter referred to as the “Notes”).
The Company promises to pay interest on the principal amount of this Note at the rate
per annum shown above.
The Company will pay interest on the Notes semi-annually on January 20 and July 20 of each year,
commencing January 20, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or provided for, or, if no interest has been paid or provided for, from July 20, 2015. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes. If any interest payment date is not a Business Day, then payment of interest will be made on the next
succeeding Business Day and no interest will accrue on the amount so payable for the period from such interest payment date to the date payment is made.
The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders thereof at the close of business on the January 5 and July 5 (whether or not a Business Day) immediately preceding the interest payment date even if the Notes are canceled after the record date and on
or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts by wire transfer of immediately available funds to the accounts specified by the Holders, or, if no such account is specified, the Company may pay principal and interest by check payable in such money.
It may mail an interest check to a Holder’s registered address.
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(c) |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon Trust Company, N.A., a
national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
The Company issued the Notes under an Indenture dated as of August 15, 2006
(the “Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the
5
“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of those terms.
The Notes are general obligations of the Company initially
limited to $3,000,000,000 aggregate principal amount (subject to Section 2.08 of the Indenture). The Company may at any time issue additional Notes under the Indenture in unlimited amounts having the same terms as and treated as a single class
with the Notes for all purposes under the Indenture and will vote together as one class with respect to the Notes. The Indenture imposes certain limitations on the incurrence of certain additional indebtedness by the Company and certain of its
subsidiaries and the entry into certain sale and leaseback arrangements by the Company and certain of its subsidiaries. The Indenture also restricts the ability of the Company to consolidate or merge with or into, or to transfer all or substantially
all its assets to, another person.
Prior to April 20, 2025, the Company, at its option, may at any time
redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price, plus accrued and unpaid interest to the redemption date, equal to the greater of (i) 100% of the principal amount of the
Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if the Notes matured on April 20, 2025 (not including any portion of
such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 25 basis points. On or after
that date, the Company, at its option, may redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and
unpaid interest on such Notes to the redemption date. If any redemption date is not a Business Day, then payment of the redemption price and accrued and unpaid interest will be made on the next succeeding Business Day, and no interest will accrue on
the amounts so payable for the period from such redemption date to the date payment is made.
“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on April 20, 2025) that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such remaining term.
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the applicable Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
“Independent Investment Banker” means
Barclays Capital Inc. or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
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“Reference Treasury Dealer” means (i) Barclays Capital Inc. and its
successors; provided, however, that if the foregoing shall cease to be a primary United States Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer and (ii) any other Primary Treasury Dealers selected by the Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption
date.
“Treasury Yield” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
Notice of redemption shall be transmitted by the Company (or, at the
Company’s request, by the Trustee on the Company’s behalf) to each Holder of Notes to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
The Indenture provides, as established pursuant to Section 2.03 of the
Indenture, that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding notes in accordance with the procedures set forth in the
Indenture.
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(h) |
Denominations; Transfer; Exchange |
The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders of Notes may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder of Notes, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.
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(i) |
Persons Deemed Owners |
The registered Holder of this Note may be treated as the sole owner of
such Note for all purposes.
Subject to applicable abandoned property law, if money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee or Paying Agent for payment.
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(k) |
Discharge and Defeasance |
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes; and (ii) any default or compliance with any provision may be waived with the written consent of
the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Note, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, omission, defect or inconsistency that does not materially and adversely affect the rights of any Holder of a Note, or to comply with Article 5 of the Indenture or to comply with requirements of the SEC in connection with
the qualification of the Indenture under the TIA.
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(m) |
Defaults and Remedies |
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in the interest of the
Holders of Notes.
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(n) |
Trustee Dealings with the Company |
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee.
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(o) |
No Recourse Against Others |
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations. By accepting a Note, each Holder of a Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
This Note shall not be valid until an authorized signatory of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the face of this Note.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
This Note shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Pursuant to the recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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The Company will furnish to any Holder of a Note upon written request and without charge to such
Holder of a Note a copy of the Indenture. Requests may be made to:
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
Attention: Nancy R. Christal
Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.
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ASSIGNMENT FORM
To assign this Note, complete the form below:
I or we assign and transfer this Note to:
[Print or type assignee’s name, address and zip code]
[Insert assignee’s soc. sec. or tax I.D. No.]
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and irrevocably appoint as agent to transfer this Note on the books of CVS Health Corporation. The agent may substitute another to act for him. |
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Sign exactly as your name appears on the face of this Note.
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Exhibit 4.5
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
CVS HEALTH CORPORATION
CUSIP No. 126650 CM0
ISIN
No. US126650CM08
4.875% Senior Note due 2035
CVS HEALTH CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on July 20, 2035. If such maturity
date is not a Business Day, then payment of principal will be made on the next succeeding Business Day and no interest will accrue on the amount so payable for the period from such maturity date to the date payment is made.
Interest Payment Dates: January 20 and July 20.
Record Dates: Each January 5 and July 5, immediately preceding each Interest Payment Date.
Additional provisions of this Note are set forth on the reverse side of this Note.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
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| CVS HEALTH CORPORATION |
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Name: |
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Carol A. DeNale |
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Title: |
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Senior Vice President and Treasurer |
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Name: |
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David Denton |
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Title: |
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Executive Vice President and Chief Financial Officer |
[Signature Page to
Note No. [ ] of 2035 Notes]
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,
as Trustee, certifies that this is one of the Debt Securities referred to
in the Indenture.
[Signature Page to
Note No. [ ] of 2035 Notes]
4.875% Senior Note due 2035
This Note is one of a duly authorized series of Notes of CVS Health Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as its 4.875% Senior Notes due 2035 (hereinafter referred to as the “Notes”).
The Company promises to pay interest on the principal amount of this Note at the rate
per annum shown above.
The Company will pay interest on the Notes semi-annually on January 20 and July 20 of each year,
commencing January 20, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or provided for, or, if no interest has been paid or provided for, from July 20, 2015. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes. If any interest payment date is not a Business Day, then payment of interest will be made on the next
succeeding Business Day and no interest will accrue on the amount so payable for the period from such interest payment date to the date payment is made.
The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders thereof at the close of business on the January 5 and July 5 (whether or not a Business Day) immediately preceding the interest payment date even if the Notes are canceled after the record date and on
or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts by wire transfer of immediately available funds to the accounts specified by the Holders, or, if no such account is specified, the Company may pay principal and interest by check payable in such money.
It may mail an interest check to a Holder’s registered address.
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(c) |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon Trust Company, N.A., a
national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
The Company issued the Notes under an Indenture dated as of August 15, 2006
(the “Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the
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“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of those terms.
The Notes are general obligations of the Company initially
limited to $2,000,000,000 aggregate principal amount (subject to Section 2.08 of the Indenture). The Company may at any time issue additional Notes under the Indenture in unlimited amounts having the same terms as and treated as a single class
with the Notes for all purposes under the Indenture and will vote together as one class with respect to the Notes. The Indenture imposes certain limitations on the incurrence of certain additional indebtedness by the Company and certain of its
subsidiaries and the entry into certain sale and leaseback arrangements by the Company and certain of its subsidiaries. The Indenture also restricts the ability of the Company to consolidate or merge with or into, or to transfer all or substantially
all its assets to, another person.
Prior to January 20, 2035, the Company, at its option, may at any
time redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price, plus accrued and unpaid interest to the redemption date, equal to the greater of (i) 100% of the principal amount of
the Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if the Notes matured on January 20, 2035 (not including any portion
of such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points. On or after
that date, the Company, at its option, may redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and
unpaid interest on such Notes to the redemption date. If any redemption date is not a Business Day, then payment of the redemption price and accrued and unpaid interest will be made on the next succeeding Business Day, and no interest will accrue on
the amounts so payable for the period from such redemption date to the date payment is made.
“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on January 20, 2035) that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such remaining term.
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the applicable Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
“Independent Investment Banker” means
Barclays Capital Inc. or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
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“Reference Treasury Dealer” means (i) Barclays Capital Inc. and its
successors; provided, however, that if the foregoing shall cease to be a primary United States Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer and (ii) any other Primary Treasury Dealers selected by the Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption
date.
“Treasury Yield” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
Notice of redemption shall be transmitted by the Company (or, at the
Company’s request, by the Trustee on the Company’s behalf) to each Holder of Notes to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
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(g) |
Special Mandatory Redemption |
On May 20, 2015, CVS Pharmacy, Inc., a wholly owned
subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Omnicare, Inc., a provider of pharmaceuticals and related pharmacy services to long-term care facilities and provider of
specialty pharmacy and commercialization services for the bio-pharmaceutical industry (the “Omnicare Acquisition”). If the Company does not consummate the Omnicare Acquisition on or prior to May 20, 2016, which date will be
extended automatically to August 20, 2016 if regulatory approval is the only closing condition under the Merger Agreement on May 20, 2016 that has not been fulfilled and all other closing conditions either have been fulfilled or are then
capable of being fulfilled (the “Omnicare Outside Date”) or if, on or prior to such date, the Merger Agreement is terminated other than as a result of consummating the Omnicare Acquisition, then the Company will be required to
redeem all outstanding Notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption
date. The “special mandatory redemption date” means the earlier to occur of (1) the 15th day (or if such day is not a business day, the first business day thereafter) after the Omnicare Outside Date, if the Omnicare Acquisition
has not been consummated on or prior to the Omnicare Outside Date, or (2) the 15th day (or if such day is not
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a business day, the first business day thereafter) following the termination of the Merger Agreement other than as a result of consummating the Omnicare Acquisition. Notwithstanding the
foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to the special mandatory redemption date will be payable on such interest payment dates to the registered Holders as of the close of
business on the relevant record dates in accordance with this Note and the Indenture.
The Company will cause the notice of special
mandatory redemption to be transmitted, with a copy to the Trustee, within five business days after the occurrence of the event triggering the special mandatory redemption to each holder at its registered address. If funds sufficient to pay the
special mandatory redemption price of the outstanding Notes to be redeemed on the special mandatory redemption date are deposited with the Trustee or a Paying Agent on or before such special mandatory redemption date, and certain other conditions
are satisfied, on and after such special mandatory redemption date, the outstanding Notes will cease to bear interest.
The Indenture provides, as established pursuant to Section 2.03 of the
Indenture, that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding notes in accordance with the procedures set forth in the
Indenture.
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(i) |
Denominations; Transfer; Exchange |
The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders of Notes may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder of Notes, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.
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(j) |
Persons Deemed Owners |
The registered Holder of this Note may be treated as the sole owner of
such Note for all purposes.
Subject to applicable abandoned property law, if money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee or Paying Agent for payment.
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(l) |
Discharge and Defeasance |
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes; and (ii) any default or compliance with any provision may be waived with the written consent of
the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Note, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, omission, defect or inconsistency that does not materially and adversely affect the rights of any Holder of a Note, or to comply with Article 5 of the Indenture or to comply with requirements of the SEC in connection with
the qualification of the Indenture under the TIA.
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(n) |
Defaults and Remedies |
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in the interest of the
Holders of Notes.
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(o) |
Trustee Dealings with the Company |
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee.
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(p) |
No Recourse Against Others |
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations. By accepting a Note, each Holder of a Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
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This Note shall not be valid until an authorized signatory of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the face of this Note.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
This Note shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Pursuant to the recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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The Company will furnish to any Holder of a Note upon written request and without charge to such
Holder of a Note a copy of the Indenture. Requests may be made to:
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
Attention: Nancy R. Christal
Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.
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ASSIGNMENT FORM
To assign this Note, complete the form below:
I or we assign and transfer this Note to:
[Print or type assignee’s name, address and zip code]
[Insert assignee’s soc. sec. or tax I.D. No.]
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and irrevocably appoint as agent to transfer this Note on the books of CVS Health Corporation. The agent may substitute another to act for him. |
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Sign exactly as your name appears on the face of this Note.
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Exhibit 4.6
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
CVS HEALTH CORPORATION
CUSIP No. 126650 CN8
ISIN
No. US126650CN80
5.125% Senior Note due 2045
CVS HEALTH CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of $[ ] on July 20, 2045. If such maturity
date is not a Business Day, then payment of principal will be made on the next succeeding Business Day and no interest will accrue on the amount so payable for the period from such maturity date to the date payment is made.
Interest Payment Dates: January 20 and July 20.
Record Dates: Each January 5 and July 5, immediately preceding each Interest Payment Date.
Additional provisions of this Note are set forth on the reverse side of this Note.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
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| CVS HEALTH CORPORATION |
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| By: |
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Name: |
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Carol A. DeNale |
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Title: |
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Senior Vice President and Treasurer |
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Name: |
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David Denton |
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Title: |
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Executive Vice President and Chief Financial Officer |
[Signature Page to
Note No. [ ] of 2045 Notes]
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,
as Trustee, certifies that this is one of the Debt Securities referred to
in the Indenture.
[Signature Page to
Note No. [ ] of 2045 Notes]
5.125% Senior Note due 2045
This Note is one of a duly authorized series of Notes of CVS Health Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as its 5.125% Senior Notes due 2045 (hereinafter referred to as the “Notes”).
The Company promises to pay interest on the principal amount of this Note at the rate
per annum shown above.
The Company will pay interest on the Notes semi-annually on January 20 and July 20 of each year,
commencing January 20, 2016. Interest on the Notes will accrue from the most recent date to which interest has been paid or provided for, or, if no interest has been paid or provided for, from July 20, 2015. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes. If any interest payment date is not a Business Day, then payment of interest will be made on the next
succeeding Business Day and no interest will accrue on the amount so payable for the period from such interest payment date to the date payment is made.
The Company will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders thereof at the close of business on the January 5 and July 5 (whether or not a Business Day) immediately preceding the interest payment date even if the Notes are canceled after the record date and on
or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts by wire transfer of immediately available funds to the accounts specified by the Holders, or, if no such account is specified, the Company may pay principal and interest by check payable in such money.
It may mail an interest check to a Holder’s registered address.
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(c) |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon Trust Company, N.A., a
national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
The Company issued the Notes under an Indenture dated as of August 15, 2006
(the “Indenture”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the
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“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of those terms.
The Notes are general obligations of the Company initially
limited to $3,500,000,000 aggregate principal amount (subject to Section 2.08 of the Indenture). The Company may at any time issue additional Notes under the Indenture in unlimited amounts having the same terms as and treated as a single class
with the Notes for all purposes under the Indenture and will vote together as one class with respect to the Notes. The Indenture imposes certain limitations on the incurrence of certain additional indebtedness by the Company and certain of its
subsidiaries and the entry into certain sale and leaseback arrangements by the Company and certain of its subsidiaries. The Indenture also restricts the ability of the Company to consolidate or merge with or into, or to transfer all or substantially
all its assets to, another person.
Prior to January 20, 2045, the Company, at its option, may at any
time redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price, plus accrued and unpaid interest to the redemption date, equal to the greater of (i) 100% of the principal amount of
the Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if the Notes matured on January 20, 2045 (not including any portion
of such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points. On or after
that date, the Company, at its option, may redeem all or any portion of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and
unpaid interest on such Notes to the redemption date. If any redemption date is not a Business Day, then payment of the redemption price and accrued and unpaid interest will be made on the next succeeding Business Day, and no interest will accrue on
the amounts so payable for the period from such redemption date to the date payment is made.
“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on January 20, 2045) that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such remaining term.
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the applicable Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
“Independent Investment Banker” means
Barclays Capital Inc. or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
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“Reference Treasury Dealer” means (i) Barclays Capital Inc. and its
successors; provided, however, that if the foregoing shall cease to be a primary United States Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer and (ii) any other Primary Treasury Dealers selected by the Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption
date.
“Treasury Yield” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
Notice of redemption shall be transmitted by the Company (or, at the
Company’s request, by the Trustee on the Company’s behalf) to each Holder of Notes to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
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(g) |
Special Mandatory Redemption |
On May 20, 2015, CVS Pharmacy, Inc., a wholly owned
subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Omnicare, Inc., a provider of pharmaceuticals and related pharmacy services to long-term care facilities and provider of
specialty pharmacy and commercialization services for the bio-pharmaceutical industry (the “Omnicare Acquisition”). If the Company does not consummate the Omnicare Acquisition on or prior to May 20, 2016, which date will be
extended automatically to August 20, 2016 if regulatory approval is the only closing condition under the Merger Agreement on May 20, 2016 that has not been fulfilled and all other closing conditions either have been fulfilled or are then
capable of being fulfilled (the “Omnicare Outside Date”) or if, on or prior to such date, the Merger Agreement is terminated other than as a result of consummating the Omnicare Acquisition, then the Company will be required to
redeem all outstanding Notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption
date. The “special mandatory redemption date” means the earlier to occur of (1) the 15th day (or if such day is not a business day, the first business day thereafter) after the Omnicare Outside Date, if the Omnicare Acquisition
has not been consummated on or prior to the Omnicare Outside Date, or (2) the 15th day (or if such day is not
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a business day, the first business day thereafter) following the termination of the Merger Agreement other than as a result of consummating the Omnicare Acquisition. Notwithstanding the
foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to the special mandatory redemption date will be payable on such interest payment dates to the registered Holders as of the close of
business on the relevant record dates in accordance with this Note and the Indenture.
The Company will cause the notice of special
mandatory redemption to be transmitted, with a copy to the Trustee, within five business days after the occurrence of the event triggering the special mandatory redemption to each holder at its registered address. If funds sufficient to pay the
special mandatory redemption price of the outstanding Notes to be redeemed on the special mandatory redemption date are deposited with the Trustee or a Paying Agent on or before such special mandatory redemption date, and certain other conditions
are satisfied, on and after such special mandatory redemption date, the outstanding Notes will cease to bear interest.
The Indenture provides, as established pursuant to Section 2.03 of the
Indenture, that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding notes in accordance with the procedures set forth in the
Indenture.
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(i) |
Denominations; Transfer; Exchange |
The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders of Notes may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder of Notes, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.
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(j) |
Persons Deemed Owners |
The registered Holder of this Note may be treated as the sole owner of
such Note for all purposes.
Subject to applicable abandoned property law, if money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee or Paying Agent for payment.
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(l) |
Discharge and Defeasance |
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes; and (ii) any default or compliance with any provision may be waived with the written consent of
the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Note, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, omission, defect or inconsistency that does not materially and adversely affect the rights of any Holder of a Note, or to comply with Article 5 of the Indenture or to comply with requirements of the SEC in connection with
the qualification of the Indenture under the TIA.
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(n) |
Defaults and Remedies |
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in the interest of the
Holders of Notes.
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(o) |
Trustee Dealings with the Company |
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee.
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(p) |
No Recourse Against Others |
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations. By accepting a Note, each Holder of a Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
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This Note shall not be valid until an authorized signatory of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the face of this Note.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
This Note shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Pursuant to the recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use such CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
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The Company will furnish to any Holder of a Note upon written request and without charge to such
Holder of a Note a copy of the Indenture. Requests may be made to:
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
Attention: Nancy R. Christal
Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined.
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ASSIGNMENT FORM
To assign this Note, complete the form below:
I or we assign and transfer this Note to:
[Print or type assignee’s name, address and zip code]
[Insert assignee’s soc. sec. or tax I.D. No.]
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and irrevocably appoint as agent to transfer this Note on the books of CVS Health Corporation. The agent may substitute another to act for him. |
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Sign exactly as your name appears on the face of this Note.
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Exhibit 5.1
July 20, 2015
CVS Health Corporation
One CVS Drive
Woonsocket, RI 02895
CVS Health Corporation
$2,250,000,000 1.900% Senior Notes due 2018
$2,750,000,000 2.800% Senior Notes due 2020
$1,500,000,000 3.500% Senior Notes due 2022
$3,000,000,000 3.875% Senior Notes due 2025
$2,000,000,000 4.875% Senior Notes due 2035
$3,500,000,000 5.125% Senior Notes due 2045
Ladies and Gentlemen:
We have acted as counsel
to CVS Health Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $2,250,000,000 of the Company’s 1.900% Senior Notes due 2018 (the “2018 Senior
Notes”), $2,750,000,000 of the Company’s 2.800% Senior Notes due 2020 (the “2020 Senior Notes”), $1,500,000,000 of the Company’s 3.500% Senior Notes due 2022 (the “2022 Senior Notes”),
$3,000,000,000 of the Company’s 3.875% Senior Notes due 2025 (the “2025 Senior Notes”), $2,000,000,000 of the Company’s 4.875% Senior Notes due 2035 (the “2035 Senior Notes”) and $3,500,000,000 of the
Company’s 5.125% Senior Notes due 2045 (the “2045 Senior Notes” and, together with the 2018 Senior Notes, 2020 Senior Notes, 2022 Senior Notes, 2025 Senior Notes and 2035 Senior Notes, the “Notes”) pursuant to
the Underwriting Agreement, dated July 13, 2015 (the “Underwriting Agreement”), among the Company and the Underwriters named therein. The Notes will be issued as separate series from each other pursuant to an indenture, dated
as of August 15, 2006 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
In that connection, we have reviewed originals or copies of the following documents:
(a) The Underwriting Agreement;
(b) The Indenture; and
(c) The Notes in global form as executed by the Company.
The documents described in the foregoing clauses (a) through (c) are collectively referred to herein as
the “Opinion Documents.”
In our review of the Opinion Documents and other documents, we have assumed:
(a) The genuineness of all signatures.
(b) The authenticity of the originals of the documents submitted to us.
(c) The conformity to authentic originals of any documents submitted to us as copies.
(d) As to matters of fact, the truthfulness of the representations made in the Underwriting Agreement and the other Opinion
Documents and in certificates of public officials and officers of the Company.
(e) That each of the Opinion Documents is
the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party in accordance with its terms.
(f) That the execution, delivery and performance by the Company of the Opinion Documents to which it is a party do not and will
not, except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it.
(g) That the
execution, delivery and performance by the Company of the Opinion Documents to which it is a party do not and will not result in any conflict with or breach of any agreement or document binding on it.
(h) Except with respect to Generally Applicable Law, no authorization, approval, consent or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by the Company of any Opinion Document to which it is a party or, if any such authorization, approval,
consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.
We have not independently
established the validity of the foregoing assumptions.
“Generally Applicable Law” means the federal law of the United
States of America, and the law of the State of New York (including in each case the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to
recognize as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents, and for purposes of our assumption paragraphs (f) and (h) above and our opinion below, the General Corporation Law
of the State of Delaware with respect to the Company. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is
applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific
assets or business of such party or such affiliate.
Based upon the foregoing and upon such other investigation as we have deemed necessary and
subject to the qualifications set forth below, we are of the opinion that the Notes have been duly authorized and executed by the Company and, when authenticated by the Trustee in accordance with the Indenture and delivered and paid for as provided
in the Underwriting Agreement, the Notes will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.
Our opinion expressed above is subject to the effect of (a) any applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers) and (b) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and
fair dealing (regardless of whether considered in a proceeding in equity or at law).
Our opinion is limited to Generally Applicable Law,
and we do not express any opinion herein concerning any other law.
This opinion letter is rendered to you in connection with the
transactions contemplated by the Opinion Documents.
This opinion letter speaks only as of the date hereof. We expressly disclaim any
responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter and which might affect the opinions expressed herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the
Company and incorporated by reference into the Registration Statement on Form S-3 (File No. 333-205156) filed by the Company to effect the registration of the Notes under the Securities Act of 1933, as amended (the “Securities
Act”), and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
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| Very truly yours, |
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| /s/ Shearman & Sterling LLP |
RE/CK/AH/JS/EK
STG
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