WOONSOCKET, R.I., Oct. 6, 2015 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE: CVS) announced today the results
to date for the previously announced (A) private exchange offers
("Exchange Offers") to Eligible Holders (as defined below) to
exchange new 4.75% Senior Notes due 2022 (the "New CVS Health 2022
Notes") and new 5.00% Senior Notes due 2024 (the "New CVS Health
2024 Notes" and, together with the New CVS Health 2022 Notes, the
"New CVS Health Notes"), in each case issued by CVS Health, and
cash payments for the 4.75% Senior Notes due 2022 (the "Existing
Omnicare 2022 Notes") and the 5.00% Senior Notes due 2024 (the
"Existing Omnicare 2024 Notes" and, together with the Existing
Omnicare 2022 Notes, the "Existing Omnicare Notes"), in each case
issued by Omnicare, Inc. ("Omnicare"), which was recently acquired
by CVS Health, and (B) solicitation of consents (the "Consent
Solicitations") from Eligible Holders of Existing Omnicare Notes to
proposed amendments that would eliminate substantially all
restrictive covenants and certain events of default and other
provisions of the indentures under which such Existing Omnicare
Notes were issued (the "Proposed Amendments").
The aggregate principal amount of Existing Omnicare 2022 Notes
validly tendered and not validly withdrawn as of 5:00 p.m., New York
City time, on October 5, 2015
(the "Early Tender Date") was $384,801,000, representing approximately 96.2% of
the $400,000,000 aggregate principal
amount of outstanding Existing Omnicare 2022 Notes. The aggregate
principal amount of Existing Omnicare 2024 Notes validly tendered
and not validly withdrawn as of 5:00
p.m., New York City time,
on the Early Tender Date, was $294,729,000, representing approximately 98.2% of
the $300,000,000 aggregate principal
amount of outstanding Existing Omnicare 2024 Notes.
As the consent of the Eligible Holders of a majority of the
aggregate principal amount of the Existing Omnicare Notes
outstanding of both series has been obtained (the "Requisite
Consents"), the Proposed Amendments for each series have been
approved. Accordingly, it is expected that Omnicare and the
trustee under the applicable indentures for the Existing Omnicare
Notes will execute and deliver a supplemental indenture relating to
the Proposed Amendments that will become effective upon acceptance
of the applicable series of Existing Omnicare Notes for exchange
pursuant to the applicable Exchange Offer on the Early Settlement
Date (as defined below).
CVS Health intends to consummate the Exchange Offers in respect
of both series of Existing Omnicare Notes, subject to the
satisfaction of or, where permitted, the waiver of the conditions
discussed in a confidential offering memorandum and consent
solicitation statement dated September 22,
2015 (the "Offering Memorandum").
For each $1,000 principal amount
of Existing Omnicare Notes validly tendered at or prior to
5:00 p.m., New York City time, on the Early Tender Date
and not validly withdrawn, Eligible Holders of Existing Omnicare
Notes will be eligible to receive the applicable total exchange
consideration set out in the table below, which includes the
applicable early tender premium set out in such table (the "Early
Tender Premium"). Payment is expected to be made on October 9, 2015 (the "Early Settlement Date") for
such Existing Omnicare Notes accepted for purchase.
Title of
Series
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Exchange
Consideration(1)
|
Early Tender
Premium(1)
|
Total Exchange
Consideration(1)(2)
|
4.75% Senior
Notes due
2022
|
681904AS7
|
$400,000,000
|
$970 principal amount
of New CVS Health 2022 Notes and $2.50 in cash
|
$30 principal amount
of New CVS Health 2022 Notes
|
$1,000 principal
amount of New CVS Health 2022 Notes and $2.50 in cash
|
|
|
|
|
|
|
5.00% Senior Notes
due 2024
|
681904AT5
|
$300,000,000
|
$970 principal amount
of New CVS Health 2024 Notes and $2.50 in cash
|
$30 principal amount
of New CVS Health 2024 Notes
|
$1,000 principal
amount of New CVS Health 2024 Notes and $2.50 in cash
|
(1) For each $1,000 principal
amount of Existing Omnicare Notes, subject to any rounding as
described in the Offering Memorandum.
(2) Includes Early Tender Premium.
The New CVS Health Notes delivered in exchange for validly
tendered Existing Omnicare Notes will bear interest from (and
including) the most recent interest payment date on the Existing
Omnicare Notes. No cash interest will be paid in connection
with the Exchange Offers with respect to the Existing Omnicare
Notes tendered for exchange in the Exchange Offers.
Tendered Existing Omnicare Notes may no longer be withdrawn.
Holders may still tender Existing Omnicare Notes at any time prior
to 11:59 p.m., New York City time, on October 20, 2015, unless extended (the
"Expiration Date"), but will be only eligible to receive the
Exchange Consideration listed in the table above.
The New CVS Health Notes have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
other applicable securities laws and, unless so registered, the New
CVS Health Notes may not be offered, sold, pledged or otherwise
transferred within the United
States or to or for the account or benefit of any U.S.
person, except pursuant to an exemption from the registration
requirements of the Securities Act. Accordingly, the Exchange
Offers are being made only (i) to qualified institutional buyers as
defined in Rule 144A under the Securities Act and (ii) to non-U.S.
persons outside the United States
in reliance on Regulation S under the Securities Act (collectively,
"Eligible Holders").
The complete terms and conditions of the Exchange Offers and the
Consent Solicitations, as well as the terms of the New CVS Health
Notes, are set forth in the Offering Memorandum and a related
letter of transmittal and consent. The Offering Memorandum and
related letter of transmittal and consent will only be made
available to holders who complete an eligibility letter confirming
their status as Eligible Holders. Holders of Existing
Omnicare Notes who wish to receive a copy of the eligibility letter
for the Exchange Offers may contact D.F.
King & Co., Inc. toll free at (800) 814-9324, (212)
269-5550 (banks and brokerage firms) or at
www.dfking.com/Omnicare.
This press release does not constitute an offer to sell or a
solicitation of any offer to buy any securities, nor shall there be
any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This press release is being issued pursuant to Rule 135c under the
Securities Act.
About CVS Health
CVS Health (NYSE: CVS) is a pharmacy innovation company helping
people on their path to better health. Through its more than
7,800 retail drugstores, nearly 1,000 walk-in medical clinics, a
leading pharmacy benefits manager with more than 70 million plan
members, and expanding specialty pharmacy services, CVS Health
enables people, businesses and communities to manage health in more
effective ways. This unique integrated model increases access to
quality care, delivers better health outcomes and lowers overall
health care costs.
Cautionary Statement Concerning Forward Looking
Statements
This release contains certain "forward looking statements"
within the meaning of the federal securities laws. In
addition, the Company and its representatives may, from time to
time, make written or verbal forward looking statements, including
statements contained in the Company's filings with the SEC and in
its reports to stockholders, press releases, webcasts, conference
calls, meetings and other communications. Generally, the
inclusion of the words "believe," "expect," "intend," "estimate,"
"project," "anticipate," "will," "should" and similar expressions
identify statements that constitute forward looking
statements. All statements addressing operating performance
of CVS Health or any subsidiary, events or developments that the
Company expects or anticipates will occur in the future, including
statements relating to corporate strategy; revenue growth; earnings
or earnings per common share growth; adjusted earnings or adjusted
earnings per common share growth; free cash flow; debt ratings;
inventory levels; inventory turn and loss rates; store development;
relocations and new market entries; retail pharmacy business, sales
trends and operations; pharmacy business management business, sales
trends and operations; the Company's ability to attract or retain
customers and clients; Medicare Part D competitive bidding,
enrollment and operations; new product development; and the impact
of industry developments, as well as statements expressing optimism
or pessimism about future operating results or events, are forward
looking statements within the meaning of the federal securities
laws.
The forward looking statements are and will be based upon
management's then current views and assumptions regarding future
events and operating performance, and are applicable only as of the
dates of such statements. The Company undertakes no
obligation to update or revise any forward looking statements,
whether as a result of new information, future events, or
otherwise.
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SOURCE CVS Health Corporation