WOONSOCKET, R.I., May 16, 2016 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE: CVS) announced today that it has
commenced cash tender offers (the "Tender Offers") for (1) any and
all of its 5.75% Senior Notes due 2017, its 6.60% Senior Notes due
2019 and its 4.75% Senior Notes due 2020 (collectively, the "Any
and All Notes") and (2) up to $1,500,000,000 aggregate principal amount (the
"Maximum Tender Offer Amount") of its 6.25% Senior Notes due 2027,
its 6.125% Senior Notes due 2039, its 5.750% Senior Notes due 2041,
the 5.00% Senior Notes due 2024 (the "Omnicare 2024 Notes") issued
by its wholly-owned subsidiary, Omnicare, Inc. ("Omnicare"), the
4.75% Senior Notes due 2022 (the "Omnicare 2022 Notes", and
together with the Omnicare 2024 Notes, the "Omnicare Notes") issued
by Omnicare, its 4.875% Senior Notes due 2035 and its 3.875% Senior
Notes due 2025 (collectively, the "Maximum Tender Offer Notes" and
together with the Any and All Notes, the "Notes"). The
Tender Offers are being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 16, 2016 (as amended or supplemented from
time to time, the "Offer to Purchase") and related Letter of
Transmittal (the "Letter of Transmittal"). The Tender Offers
are open to all registered holders (individually, a "Holder" and
collectively, the "Holders") of the Notes. The purpose of the
Tender Offers is to refinance a portion of CVS Health's outstanding
indebtedness.
Notes validly tendered and not validly withdrawn at or prior to
5:00 p.m., New York City time, on May 27, 2016 (the "Early Tender Date") will be
eligible to receive the applicable Total Consideration (as defined
in the Offer to Purchase), which includes the applicable Early
Tender Payment (as defined in the Offer to Purchase). The
applicable Total Consideration per $1,000 principal amount of the 5.00% Senior Notes
due 2024 and the 4.75% Senior Notes due 2022 issued by Omnicare
will be the fixed amounts set forth in the table below. With
regard to the other Notes, the applicable Total Consideration
payable with respect to the Notes issued by CVS Health will be an
amount based on the yield to maturity of the U.S. Treasury
reference securities specified in the table below (the "UST
Reference Security"), as determined at 11:00
a.m., New York City time,
on May 27, 2016 (unless otherwise
extended as described in the Offer to Purchase), plus a fixed
spread, calculated in accordance with the Offer to
Purchase.
Notes validly tendered after the Early Tender Date but at or
prior to 11:59 p.m., New York City time, on June 13, 2016 (the "Expiration Date") will be
eligible to receive the applicable tender offer consideration (the
"Tender Offer Consideration"), namely the applicable Total
Consideration minus the applicable Early Tender Payment specified
in the table below.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, Holders of Notes accepted for
purchase will receive accrued and unpaid interest on those Notes
from the last interest payment date with respect to those Notes to,
but not including, any Early Settlement Date (as defined in the
Offer to Purchase, and which may occur as early as May 31, 2016) or the Final Settlement Date (as
defined in the Offer to Purchase) and which is expected to occur on
June 15, 2016, as applicable.
Certain details regarding the Tender Offers are set forth in the
table below:
Title of
Notes
|
|
CUSIP
Number
|
|
Principal
Amount
Outstanding
|
|
Acceptance
Priority
Level
|
|
UST
Reference
Security
|
|
Bloomberg
Reference
Page
|
|
Fixed
Spread
(bps)
|
|
Early
Tender
Payment(1)
|
|
Fixed Total
Consideration
for Omnicare
Notes(2)
|
Any and All
Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.75% Senior
Notes due
2017
|
|
126650BH2
|
|
$1,079,896,000
|
|
N/A
|
|
0.625% UST
due 5/31/17
|
|
BBT4
|
|
20
|
|
$30
|
|
N/A
|
6.60% Senior
Notes due
2019
|
|
126650BN9
|
|
$394,258,000
|
|
N/A
|
|
1.000% UST
due 3/15/19
|
|
BBT5
|
|
50
|
|
$30
|
|
N/A
|
4.75% Senior
Notes due
2020
|
|
126650BU3
|
|
$450,000,000
|
|
N/A
|
|
1.125% UST
due 4/30/20
|
|
BBT5
|
|
20
|
|
$30
|
|
N/A
|
Maximum Tender
Offer Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
6.25% Senior
Notes due
2027
|
|
126650BJ8
|
|
$453,075,000
|
|
1
|
|
1.625% UST
due 5/15/26
|
|
BBT
|
|
155
|
|
$30
|
|
N/A
|
6.125% Senior
Notes due
2039
|
|
126650BR0
|
|
$734,141,000
|
|
2
|
|
2.500% UST
due 2/15/46
|
|
BBT
|
|
140
|
|
$30
|
|
N/A
|
5.750% Senior
Notes due
2041
|
|
126650BX7
|
|
$493,196,000
|
|
3
|
|
2.500% UST
due 2/15/46
|
|
BBT
|
|
140
|
|
$30
|
|
N/A
|
Omnicare
5.00% Senior
Notes due
2024
|
|
681904AT5
|
|
$3,696,000
|
|
4
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$30
|
|
$990
|
Omnicare
4.75% Senior
Notes due
2022
|
|
681904AS7
|
|
$12,634,000
|
|
5
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$30
|
|
$990
|
4.875% Senior
Notes due
2035
|
|
126650CM0
|
|
$2,000,000,000
|
|
6
|
|
2.500% UST
due 2/15/46
|
|
BBT
|
|
110
|
|
$30
|
|
N/A
|
3.875% Senior
Notes due
2025
|
|
126650CL2
|
|
$3,000,000,000
|
|
7
|
|
1.625% UST
due 5/15/26
|
|
BBT
|
|
90
|
|
$30
|
|
N/A
|
(1) Per $1,000 principal
amount of Notes tendered and accepted for purchase at or prior to
the Early Tender Date and accepted for purchase.
(2) Per $1,000 principal
amount of Omnicare Notes. See Annexes A and B to the Offer to
Purchase for more information on the calculation of the Total
Consideration for the Notes excluding the Omnicare Notes, including
hypothetical calculations of the Total Consideration for such
Notes.
Holders who tender their Notes at or prior to 5:00 p.m., New York
City time, on May 27, 2016
(such date and time, as it may be extended, the "Withdrawal
Deadline") may withdraw such tendered Notes at any time at or prior
to the Withdrawal Deadline. Following the Withdrawal Deadline,
Holders who have tendered their Notes (whether before, on or after
the Withdrawal Deadline) may not withdraw such Notes unless CVS
Health is required to extend withdrawal rights under applicable
law. Acceptance of tendered Maximum Tender Offer Notes will
be purchased based on the acceptance priority levels applicable to
the relevant series and may be subject to proration, in each case
as described in the Offer to Purchase. CVS Health reserves
the right, but is not obligated, to increase the Maximum Tender
Offer Amount without extending withdrawal rights, subject to
compliance with applicable law.
CVS Health expressly reserves the right, in its sole discretion,
subject to applicable law, to terminate the Tender Offers at any
time prior to the Expiration Date. The Tender Offers are not
conditioned on any minimum principal amount of Notes being tendered
but the Tender Offers are subject to a financing condition and
certain other general conditions as described in the Offer to
Purchase.
CVS Health has retained Barclays Capital Inc., J.P. Morgan
Securities LLC and RBC Capital Markets, LLC to act as Dealer
Managers for the Tender Offers. D.F.
King & Co., Inc. has been retained to act as the Tender
and Information Agent for the Tender Offers. For additional
information regarding the terms of the Tender Offers, please
contact the Dealer Managers at Barclays Capital Inc. at (800)
438-3242 (toll free) or (212) 528-7581 (collect), J.P. Morgan
Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3424
(collect), or RBC Capital Markets, LLC at (877) 381-2099
(toll-free) or (212) 618-7822 (collect). Requests for
documents and questions regarding the tendering of Notes may be
directed to D.F. King & Co.,
Inc. either by email at cvs@dfking.com, or by phone (212) 269-5550
(for banks and brokers only) or (866) 745-0265 (for all others toll
free).
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders with respect to, the Notes. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful. The
Tender Offers are being made solely pursuant to the Offer to
Purchase and the related Letter of Transmittal made available to
Holders of the Notes. None of CVS Health, the Dealer
Managers, Tender and Information Agent or the trustees with respect
to the Notes, or any of their respective affiliates, is making any
recommendation as to whether or not Holders should tender or
refrain from tendering all or any portion of their Notes in
response to the Tender Offers. Holders are urged to evaluate
carefully all information in the Offer to Purchase and the related
Letter of Transmittal, consult their own investment and tax
advisers and make their own decisions whether to tender Notes in
either Tender Offer, and, if so, the principal amount of Notes to
tender.
About the Company
CVS Health is a pharmacy innovation company helping people on
their path to better health. Through its more than 9,600 retail
pharmacies, more than 1,100 walk-in medical clinics, a leading
pharmacy benefits manager with nearly 80 million plan members, a
dedicated senior pharmacy care business serving more than one
million patients per year, and expanding specialty pharmacy
services, the Company enables people, businesses and communities to
manage health in more affordable and effective ways. This unique
integrated model increases access to quality care, delivers better
health outcomes and lowers overall health care costs.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. By their nature,
all forward-looking statements involve risks and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements for a number of reasons as described in
CVS Health's Securities and Exchange Commission filings, including
those set forth in the Risk Factors section in its Annual Report on
Form 10-K for the year ended December 31, 2015.
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SOURCE CVS Health Corporation