WOONSOCKET, R.I., June 14, 2016 /PRNewswire/ -- CVS Health
Corporation ("CVS Health" or the "Company", NYSE: CVS) announced
today the final results of its previously announced cash tender
offers that commenced on May 16, 2016
(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 $2,250,000,000 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 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 (collectively, the
"Maximum Tender Offer Notes" and together with the Any and All
Notes, the "Notes").
The Tender Offers expired at 11:59
p.m., New York City time,
on June 13, 2016 (the "Expiration
Date"). According to D.F. King
& Co., Inc., the tender and information agent for the Tender
Offers, an aggregate principal amount of $835,498,000 of Any and All Notes was validly
tendered in the Tender Offer for such Notes and not validly
withdrawn since the commencement of the Tender Offer. The table
below sets forth for each series of Any and All Notes the principal
amounts of such Notes validly tendered and accepted for purchase
pursuant to the Tender Offer for such Notes.
Title of
Notes
|
|
CUSIP Number
|
|
Principal
Amount
Outstanding(1)
|
|
Principal
Amount
Tendered
|
|
Principal
Amount
Accepted
|
Any and All
Notes:
|
|
|
|
5.75%
Senior
Notes due
2017
|
|
126650BH2
|
|
$1,079,896,000
|
|
$538,591,000
|
|
$538,591,000
|
|
|
|
|
|
|
|
|
|
6.60%
Senior
Notes due
2019
|
|
126650BN9
|
|
$394,258,000
|
|
$51,233,000
|
|
$51,233,000
|
|
|
|
|
|
|
|
|
|
4.75%
Senior
Notes due
2020
|
|
126650BU3
|
|
$450,000,000
|
|
$245,674,000
|
|
$245,674,000
|
|
|
|
|
|
|
|
(1) As of May
16, 2016, the date of commencement of the Tender Offers.
|
CVS Health will accept for purchase all of the Any and All Notes
validly tendered after the Early Tender Date and at or prior to the
Expiration Date.
Because CVS Health accepted for purchase the Maximum Tender
Offer Amount of Maximum Tender Offer Notes and paid the applicable
consideration for such Notes on May 31,
2016 (the "Early Settlement Date"), no additional Maximum
Tender Offer Notes will be accepted for purchase. See the Company's
May 31, 2016 press release for
information regarding the principal amounts of Maximum Tender Offer
Notes purchased pursuant to the Tender Offer for such Notes.
The consideration for the Any and All Notes validly
tendered at or prior to the Expiration Date and not already
purchased on the Early Settlement Date, as calculated by the dealer
managers and announced on May 31,
2016, is expected to be paid on June
15, 2016 (the "Final Settlement Date"). In addition to the
Tender Offer Consideration (as such term is defined in the Offer to
Purchase), Holders of Any and All Notes accepted for purchase after
the Early Tender Date and at or prior to the Expiration Date will
receive accrued and unpaid interest on those Notes from the last
interest payment date with respect to such Notes to, but not
including, the Final Settlement Date.
Barclays Capital Inc., J.P. Morgan Securities LLC and RBC
Capital Markets, LLC acted as dealer managers for the Tender
Offers. D.F. King & Co.,
Inc. acted as the tender and information agent for the Tender
Offers. For additional information regarding the terms of the
Tender Offers, please contact 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).
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