CVS Caremark Corporation Announces Cash Tender Offers for its 6.60%
Senior Notes due 2019 (CUSIP NO. 126650 BN 9), 6.125% Senior Notes
due 2016 (CUSIP NO. 126650BE9) and 5.750% Senior Notes due 2017
(CUSIP NO. 126650BH2)
WOONSOCKET, R.I., Nov. 26, 2012 /PRNewswire/ -- CVS Caremark
Corporation (NYSE: CVS) announced today that it has commenced cash
tender offers (the "Tender Offers") for (1) any and all of the
6.60% Senior Notes due 2019 (the "Any and All Notes") and (2) up to
a maximum amount of the 6.125% Senior Notes due 2016 and 5.750%
Senior Notes due 2017 (collectively, the "Maximum Tender Offer
Notes" and together with the Any and All Notes, the "Notes") such
that the aggregate principal amount of the Maximum Tender Offer
Notes tendered and accepted for purchase is equal to $1,000,000,000 less the aggregate principal
amount of the Any and All Notes tendered and accepted for
purchase. The purpose of the Tender Offers is to refinance a
portion of CVS Caremark's outstanding indebtedness.
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)
"This tender offer allows us to take advantage of the current
favorable interest rate environment," said Dave Denton, Executive Vice President and Chief
Financial Officer. "We expect to record a one-time expense in the
fourth quarter of 2012 related to the tender. We also expect
to extend a portion of our debt at lower rates, which will reduce
our interest expense going forward."
Notes validly tendered and not withdrawn at or prior to
5:00 p.m., New York City time, on December 7, 2012 (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).
CVS Caremark will make a cash payment to each holder of the Notes
of the applicable Total Consideration (calculated in accordance
with the Offer to Purchase) based on the yield to maturity of the
U.S. Treasury reference securities specified in the table below
(the "UST Reference Security") plus a fixed spread, for the Notes
validly tendered on or prior to the Early Tender Date, and accepted
for purchase, each as more fully described in the Offer to Purchase
dated November 26, 2012 (the "Offer
to Purchase") and related Letter of Transmittal.
Notes validly tendered after the Early Tender Date but at or
prior to 11:59 p.m., New York City time, on December 21, 2011 (the "Expiration Date") will be
eligible to receive the applicable tender offer consideration
("Tender Offer Consideration"), namely the applicable Total
Consideration minus the applicable Early Tender Payment specified
in the table below.
Holders who tender their Notes at or prior to 5:00 p.m., New York
City time, on December 7, 2012
(such date and time, as it may be extended, the "Withdrawal
Deadline") may withdraw such tendered Notes at any time on 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 we are
required to extend withdrawal rights under applicable law.
Acceptance of tendered Notes may be subject to priority and
proration as described in the Offer to Purchase. CVS Caremark
reserves the right, but is not obligated, to increase the Maximum
Tender Offer Amount without extending withdrawal rights, subject to
compliance with applicable law.
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, the Early Settlement Date (as defined in the
Offer to Purchase) or the Final Settlement Date (as defined in the
Offer to Purchase), as applicable.
Title
of Notes
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
UST
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread (bps)
|
Early
Tender
Payment(1)
|
Hypothetical Total
Consideration(1)(2)
|
Any and
All Notes:
|
|
|
|
|
|
|
|
|
6.60%
Senior Notes due 2019
|
126650BN9
|
$1,000,000,000
|
1
|
1.625%
U.S. Treasury Notes due 11/15/2022
|
BBT
|
-15
|
$30
|
$1,301.02
|
|
|
|
|
|
|
|
|
|
Maximum
Tender Offer Notes:
|
|
|
|
|
|
|
|
|
6.125%
Senior Notes due 2016
|
126650BE9
|
$
700,000,000
|
2
|
0.750%
U.S. Treasury Notes due 10/31/2017
|
BBT
|
10
|
$30
|
$1,191.16
|
5.750%
Senior Notes due 2017
|
126650BH2
|
$1,750,000,000
|
3
|
0.750%
U.S. Treasury Notes due 10/31/2017
|
BBT
|
25
|
$30
|
$1,208.63
|
|
|
|
|
|
|
|
|
|
(1) Per
$1,000 principal amount of Notes tendered and accepted for
purchase.
|
|
(2) Based
on the Reference Yield of the UST Reference Security as of 2:00
p.m., New York City time on November 21, 2012 and the applicable
expected Settlement Date (as defined in the Offer to Purchase), and
excludes accrued and unpaid interest. The hypothetical Total
Consideration should be used solely for the purpose of obtaining an
understanding of the calculation of the Total Consideration, as
quoted at hypothetical rates and times, and should not be used or
relied upon for any other purpose.
|
The Tender Offers are conditioned upon certain conditions
described in the Offer to Purchase, including a Financing Condition
(as defined in the Offer to Purchase). CVS Caremark 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.
CVS Caremark has retained Barclays Capital Inc. and U.S. Bancorp
Investments, Inc. 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) or at U.S. Bancorp Investments, Inc. at (877)
558-2607 (toll-free) or (612) 336-7604 (collect). Requests
for documents and questions regarding the tendering of Notes may be
directed to D.F. King & Co.,
Inc. at (212) 269-5550 (for banks and brokers only) or (800)
949-2583 (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 Caremark, the Dealer Managers,
the Tender Agent, the Information Agent or their respective
affiliates is making any recommendation as to whether or not
holders should tender all or any portion of their Notes in 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, and, if so, the
principal amount of Notes to tender.
About the Company:
CVS Caremark is dedicated to helping people on their path to
better health as the largest integrated pharmacy company in
the United States. Through the
Company's more than 7,400 CVS/pharmacy® stores; its
leading pharmacy benefit manager serving more than 60 million plan
members; and its retail health clinic system, the largest in the
nation with approximately 600 MinuteClinic® locations,
it is a market leader in mail order, retail and specialty pharmacy,
retail clinics, and Medicare Part D Prescription Drug Plans. As a
pharmacy innovation company with an unmatched breadth of
capabilities, CVS Caremark continually strives to improve health
and lower costs by developing new approaches such as its unique
Pharmacy Advisor® program that helps people with chronic
diseases such as diabetes obtain and stay on their medications.
Find more information about how CVS Caremark is reinventing
pharmacy for better health at http://info.cvscaremark.com.
Forward-looking Statements:
This press release contains certain forward-looking statements
that are subject to risks and uncertainties that could cause actual
results to differ materially. For these statements, the Company
claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. The Company strongly recommends that you become
familiar with the specific risks and uncertainties outlined under
the Risk Factors section in our Annual Report on Form 10-K for the
year ended December 31, 2011 and
under the section entitled "Cautionary Statement Concerning
Forward-Looking Statements" in our most recently filed Quarterly
Report on Form 10-Q.
SOURCE CVS Caremark Corporation