Item 8.01. Other Events.
On May 16, 2016, CVS Health Corporation, a Delaware corporation (the Company), entered into an Underwriting Agreement (the Underwriting
Agreement) with Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule I thereto (the Underwriters), pursuant to which the Company agreed
to issue and sell to the Underwriters $1,750,000,000 aggregate principal amount of its 2.125% senior notes due June 1, 2021 (the 2021 Notes) and $1,750,000,000 aggregate principal amount of its 2.875% senior notes due June 1, 2026 (the
2026 Notes, and together with the 2021 Notes, the Notes). The Notes were offered pursuant to the Companys Registration Statement on Form S-3, File No. 333-210872, dated May 4, 2016.
From time to time, certain of the Underwriters and/or their respective affiliates have directly and indirectly engaged, and may engage in the future, in
investment and/or commercial banking transactions with the Company for which they have received, or may receive, customary compensation, fees and expense reimbursement. Barclays Capital Inc. is acting as Dealer Manager in connection with the
Companys 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 and (2) up to $1,500,000,000 aggregate principal 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 issued by its wholly-owned subsidiary, Omnicare, Inc. (Omnicare), the 4.75% Senior Notes due 2022 issued
by Omnicare, its 4.875% Senior Notes due 2035 and its 3.875% Senior Notes due 2025. To the extent any of the Underwriters or their affiliates own notes that are the subject of the Tender Offers, they may tender such notes pursuant to the terms of
the Tender Offers. An affiliate of one of the Underwriters, BNY Mellon Capital Markets, LLC, is the trustee, registrar and paying agent for the Notes. Additionally, a member of the Companys board of directors is an officer of Bank of America
Corporation, an affiliate of one of the Underwriters.
The closing of the sale of the Notes will occur on May 25, 2016, subject to the satisfaction of
customary closing conditions contained in the Underwriting Agreement. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters discounts and the estimated offering expenses payable by the Company, are
approximately $3,454,795,000.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report on Form 8-K and is incorporated by reference
into the Registration Statement.