OCR

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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2015

Omnicare, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

(513) 719-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 6, 2015, CVS Health Corporation (“CVS Health”) announced the results as of 5:00 p.m., New York City time, on October 5, 2015 (“Early Tender Date”) of its (A) private exchange offers to Eligible Holders (as defined below) to exchange new 4.75% Senior Notes due 2022 and new 5.00% Senior Notes due 2024 (collectively, 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 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The aggregate principal amount of Existing Omnicare 2022 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on the Early Tender Date was $384,801,000, representing approximately 96.2% of the $400,000,000 aggregate principal amount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 Proposed Amendments for each series have been approved.

In connection with the early settlement of the Exchange Offers on October 8, 2015, Omnicare and U.S. Bank National Association, as trustee (the “Trustee”), entered into (i) a third supplemental indenture, dated as of October 8, 2015 (the “Third Supplemental Indenture”), to the indenture dated as of November 21, 2014 between Omnicare and the Trustee (as supplemented, the “Existing Omnicare Indenture”), which relates to the 4.75% Senior Notes due 2022 issued by the Company and (ii) a fourth supplemental indenture, dated as of October 8, 2015 (the “Fourth Supplemental Indenture”), to the Existing Omnicare Indenture, which relates to the 5.00% Senior Notes due 2024 issued by Omnicare.

The foregoing description of the Third Supplemental Indenture and the Fourth Supplemental Indenture is not complete and is qualified in its entirety by reference to the full text of the Third Supplemental Indenture and the Fourth Supplemental Indenture, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated in this Item 1.01 by reference.

Item 9.01. Financial Statements and Exhibits.

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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.

Dated:  October 14, 2015

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EXHIBIT INDEX

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Exhibit 4.1

Execution Version

OMNICARE, INC.,

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of October 8, 2015

to

INDENTURE

Dated as of November 21, 2014

4.75% Senior Notes Due 2022

THIRD SUPPLEMENTAL INDENTURE dated as of October 8, 2015 (this “Third Supplemental Indenture”) among Omnicare, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary of CVS Health Corporation, a corporation duly organized and existing under the laws of the State of Delaware (“CVS Health”), and U.S. Bank National Association, as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee an Indenture dated as of November 21, 2014 (the “Base Indenture”), providing for the issuance from time to time of one or more series of the Company’s debt securities (“Securities”), which has been amended and supplemented by way of the First Supplemental Indenture, dated as of November 21, 2014 (the “First Supplemental Indenture”), among the Company, the guarantors parties thereto and the Trustee (the Base Indenture, as so amended, is herein called the “Indenture”), providing for the issuance of the Company’s 4.75% Senior Notes due December 1, 2022 (the “Notes”);

WHEREAS CVS Health has solicited consents from the Holders of the Notes (the “Solicitation”) in order to (i) eliminate certain provisions of the Indenture and (ii) make relevant conforming changes in the Indenture related to the foregoing (together, the “Proposed Amendments”);

WHEREAS, subject to the limitations set forth in Section 9.02 of the Indenture, Section 9.02 of the Indenture permits the Company and the Trustee to amend the Indenture or the Securities of any series with the consent of the Holders of at least a majority in principal amount of the Securities of such series then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities);

WHEREAS CVS Health has offered to exchange new 4.75% Senior Notes due 2022 issued by CVS Health for the Notes (the “Exchange Offer”) and has concurrently sought consents from Holders of the Notes to approve the Proposed Amendments under the Indenture;

WHEREAS CVS Health has obtained and delivered to the Trustee evidence of the requisite consents of Holders of the Notes to effect the Proposed Amendments under the Indenture;

WHEREAS the Company has duly authorized the execution and delivery of this Third Supplemental Indenture, subject to the terms and conditions described herein; and

WHEREAS the Company has requested that the Trustee execute and deliver this Third Supplemental Indenture, and all requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the Proposed Amendments and the execution and delivery of this Third Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, the Company and the Trustee hereby agree that the following Sections of this Third Supplemental Indenture supplement the Indenture with respect to Notes issued thereunder:

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Section 1.                                           Definitions.  Each term used herein which is defined in the Indenture has the meaning assigned to such term in the Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern.

Section 2.                                           Amendments and Conforming Changes.

(a)                                 Sections 4.02, 4.03 and 4.04 of the Base Indenture are each hereby deleted in their entirety and replaced with “[Reserved.]”

(b)                                 Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 6.01(d), 6.01(e), 6.01(f), 6.01(g) and 6.01(h) of the First Supplemental Indenture are each hereby deleted in their entirety and replaced with “[Reserved.]”

(c)                                  In accordance with Section 9.02 of the Base Indenture, the Holders of the Notes by delivery of their consents, permit and approve any and all conforming changes, including conforming amendments and/or waivers, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Third Supplemental Indenture.

(d)                                 Each Global Note, with effect on and from the date hereof, shall be deemed waived, supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture and giving effect to the waiver and amendment set forth in sub-sections (a) and (b) hereof.

Section 3.                                           This Third Supplemental Indenture. The Indenture, as supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed to be part of the Indenture in the manner and to the extent herein and therein provided.

Section 4.                                           GOVERNING LAW.  THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.                                           Counterparts.  This Third Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument.

Section 6.                                           Headings.  The headings of this Third Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

Section 7.                                           Trustee not Responsible for Recitals.  The recitals herein contained are made by the Company and CVS Health, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or the sufficiency of this Third Supplemental Indenture.

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Section 8.                                           Separability.  In case any one or more of the provisions contained in this Third Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture or of the Notes, but this Third Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 9.                                           Effectiveness.  This Third Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee, but the amendments set forth in Section 2 of this Third Supplemental Indenture will not become effective until the acceptance for exchange of Notes pursuant to the Exchange Offer.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Third Supplemental Indenture]

Exhibit 4.2

Execution Version

OMNICARE, INC.

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of October 8, 2015

to

INDENTURE

Dated as of November 21, 2014

5.00% Senior Notes Due 2024

FOURTH SUPPLEMENTAL INDENTURE dated as of October 8, 2015 (this “Fourth Supplemental Indenture”) among Omnicare, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary of CVS Health Corporation, a corporation duly organized and existing under the laws of the State of Delaware (“CVS Health”), and U.S. Bank National Association, as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee an Indenture dated as of November 21, 2014 (the “Base Indenture”), providing for the issuance from time to time of one or more series of the Company’s debt securities (“Securities”), which has been amended and supplemented by way of the Second Supplemental Indenture, dated as of November 21, 2014 (the “Second Supplemental Indenture”), among the Company, the guarantors parties thereto and the Trustee (the Base Indenture, as so amended, is herein called the “Indenture”), providing for the issuance of the Company’s 5.00% Senior Notes Due December 1, 2024 (the “Notes”);

WHEREAS CVS Health has solicited consents from the Holders of the Notes (the “Solicitation”) in order to (i) eliminate certain provisions of the Indenture and (ii) make relevant conforming changes in the Indenture related to the foregoing (together, the “Proposed Amendments”);

WHEREAS, subject to the limitations set forth in Section 9.02 of the Indenture, Section 9.02 of the Indenture permits the Company and the Trustee to amend the Indenture or the Securities of any series with the consent of the Holders of at least a majority in principal amount of the Securities of such series then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities);

WHEREAS CVS Health has offered to exchange new 5.00% Senior Notes due 2024 issued by CVS Health for the Notes (the “Exchange Offer”) and has concurrently sought consents from Holders of the Notes to approve the Proposed Amendments under the Indenture;

WHEREAS CVS Health has obtained and delivered to the Trustee evidence of the requisite consents of Holders of the Notes to effect the Proposed Amendments under the Indenture;

WHEREAS the Company has duly authorized the execution and delivery of this Fourth Supplemental Indenture, subject to the terms and conditions described herein; and

WHEREAS the Company has requested that the Trustee execute and deliver this Fourth Supplemental Indenture, and all requirements necessary to make this Fourth Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the Proposed Amendments and the execution and delivery of this Fourth Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, the Company and the Trustee hereby agree that the following Sections of this Fourth Supplemental Indenture supplement the Indenture with respect to the Notes issued thereunder:

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Section 1.                                           Definitions.  Each term used herein which is defined in the Indenture has the meaning assigned to such term in the Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern.

Section 2.                                           Amendments and Conforming Changes.

(a)                                 Sections 4.02, 4.03 and 4.04 of the Base Indenture are each hereby deleted in their entirety and replaced with “[Reserved.]”

(b)                                 Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 6.01(d), 6.01(e), 6.01(f), 6.01(g) and 6.01(h) of the Second Supplemental Indenture are each hereby deleted in their entirety and replaced with “[Reserved.]”

(c)                                  In accordance with Section 9.02 of the Base Indenture, the Holders of the Notes by delivery of their consents, permit and approve any and all conforming changes, including conforming amendments and/or waivers, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Fourth Supplemental Indenture.

(d)                                 Each Global Note, with effect on and from the date hereof, shall be deemed waived, supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture and giving effect to the waiver and amendment set forth in sub-sections (a) and (b) hereof.

Section 3.                                           This Fourth Supplemental Indenture.  The Indenture, as supplemented by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed to be part of the Indenture in the manner and to the extent herein and therein provided.

Section 4.                                           GOVERNING LAW.  THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.                                           Counterparts.  This Fourth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument.

Section 6.                                           Headings.  The headings of this Fourth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

Section 7.                                           Trustee not Responsible for Recitals.  The recitals herein contained are made by the Company and CVS Health, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or the sufficiency of this Fourth Supplemental Indenture.

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Section 8.                                           Separability.  In case any one or more of the provisions contained in this Fourth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Fourth Supplemental Indenture or of the Notes, but this Fourth Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 9.                                           Effectiveness.  This Fourth Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee, but the amendments set forth in Section 2 of this Fourth Supplemental Indenture will not become effective until the acceptance for exchange of Notes pursuant to the Exchange Offer.

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Fourth Supplemental Indenture]