WOONSOCKET, R.I., Aug. 23, 2021 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE: CVS) announced today the early
results of the previously announced cash tender offer (the "Tender
Offer") and that it is amending the Tender Offer by increasing the
aggregate principal amount to $2,049,919,000 (as increased and amended, the
"Maximum Amount") from $2,000,000,000, of its 4.300% Senior Notes due
2028 (the "Notes").
The Maximum Amount represents the principal amount of the Notes
subject to the Tender Offer and excludes any Accrued Interest (as
defined below) or Early Tender Payment (as defined below). The
Tender Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 9, 2021 (as amended or supplemented from
time to time, the "Offer to Purchase"), which sets forth a detailed
description of the Tender Offer. The Tender Offer is open to all
registered holders (individually, a "Holder" and collectively, the
"Holders") of the Notes.
Title of
Notes
|
CUSIP
Number
|
Early Tender
Payment(1)
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered
|
Principal
Amount
Expected to be
Accepted for
Purchase(2)
|
4.300% Senior Notes
due 2028
|
126650 CX6
|
$30
|
$7,049,919,000
|
$3,353,427,000
|
$2,049,919,000
|
(1) Per $1,000
principal amount of Notes validly tendered at or prior to the Early
Tender Date and accepted for purchase.
(2) After
application of proration.
|
The consideration to be paid in the Tender Offer for the Notes
validly tendered and expected to be accepted for purchase as
described in the Offer to Purchase (the "Total Consideration") will
be determined at 9:00 a.m.,
New York City time, on
August 23, 2021.
As of 5:00 p.m., New York City time, on August 20, 2021 (the "Early Tender Date"), as
reported by D.F. King & Co., Inc., the Tender and
Information Agent for the Tender Offer, the principal amount of the
Notes listed in the table above have been validly tendered and not
validly withdrawn. The Withdrawal Deadline of 5:00 p.m., New York
City time, on August 20, 2021
has passed and, accordingly, Notes validly tendered in the Tender
Offer may no longer be withdrawn.
CVS Health expects to accept for purchase and make payment for
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date on August 24, 2021
(the "Early Settlement Date"), subject to proration. Because the
aggregate principal amount of Notes validly tendered exceeds the
Maximum Amount, CVS Health expects that it will accept validly
tendered Notes on a prorated basis in accordance with the Offer to
Purchase.
Because CVS Health expects to accept for purchase the Maximum
Amount of Notes, no additional Notes will be purchased pursuant to
the Tender Offer after the Early Settlement Date. As described in
the Offer to Purchase, all Notes tendered and not accepted for
purchase will be promptly returned to the tendering Holder's
account.
Holders of all Notes validly tendered and not validly withdrawn
at or prior to the Early Tender Date and accepted for purchase are
eligible to receive the Total Consideration, which includes the
Early Tender Payment of $30 per
$1,000 principal amount of Notes
tendered at or prior to the Early Tender Date (the "Early Tender
Payment"). In addition to the Total Consideration, Holders of Notes
accepted for purchase will receive accrued and unpaid interest up
to, but not including, the Early Settlement Date ("Accrued
Interest").
CVS Health expressly reserves the right, in its sole discretion,
subject to applicable law, to terminate the Tender Offer at any
time prior to the Expiration Date. The Tender Offer is not
conditioned on any minimum principal amount of Notes being tendered
but the Tender Offer is subject to certain conditions as described
in the Offer to Purchase.
CVS Health has retained Barclays Capital Inc., Goldman
Sachs & Co. LLC and Wells Fargo Securities, LLC to act as
Dealer Managers for the Tender Offer. D.F. King & Co.,
Inc. has been retained to act as the Tender and Information Agent
for the Tender Offer. Requests for assistance relating to the
procedures for tendering Notes may be directed to the Tender and
Information Agent either by email at cvs@dfking.com, or by phone
(212) 269-5550 (for banks and brokers only) or (800)
549-6746 (for all others toll free). Requests for assistance
relating to the terms and conditions of the Tender Offer may be
directed to Barclays Capital Inc. at
(212) 528-7581 (collect) or
(800) 438-3242 (toll free), Goldman Sachs & Co. LLC
at (212) 902-5962 (collect) or (800) 828-3182 (toll free) and Wells
Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316
(toll free) or via email at liabilitymanagement@wellsfargo.com.
Beneficial owners may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance.
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 Offer is being made solely pursuant to the Offer to Purchase
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 Offer. Holders are urged to evaluate
carefully all information in the Offer to Purchase, consult their
own investment and tax advisers and make their own decisions
whether to tender Notes in the Tender Offer, and, if so, the
principal amount of Notes to tender.
About CVS Health
CVS Health is the leading health solutions company, delivering
care in ways no one else can. We reach more people and improve the
health of communities across America through our local presence,
digital channels and our nearly 300,000 dedicated colleagues –
including more than 40,000 physicians, pharmacists, nurses, and
nurse practitioners. Wherever and whenever people need us, we help
them with their health – whether that's managing chronic diseases,
staying compliant with their medications, or accessing affordable
health and wellness services in the most convenient ways. We help
people navigate the health care system – and their personal health
care – by improving access, lowering costs and being a trusted
partner for every meaningful moment of health. And we do it all
with heart, each and every day. Learn more at
www.cvshealth.com.
Cautionary Statement Concerning Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by or on behalf of
CVS Health Corporation. By their nature, all forward-looking
statements are not guarantees of future performance or results and
are subject to risks and uncertainties that are difficult to
predict and/or quantify. Actual results may differ materially from
those contemplated by the forward-looking statements for a number
of reasons as described in our Securities and Exchange Commission
filings, including those set forth in the Risk Factors section and
under the heading "Cautionary Statement Concerning Forward-Looking
Statements" in our most recently filed Annual Report on
Form 10-K, our Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2021 and our recently filed Current
Reports on Form 8-K.
You are cautioned not to place undue reliance on CVS Health's
forward-looking statements. CVS Health's forward-looking statements
are and will be based upon management's then-current views and
assumptions regarding future events and operating performance, and
are applicable only as of the dates of such statements. CVS Health
does not assume any duty to update or revise forward-looking
statements, whether as a result of new information, future events,
uncertainties or otherwise.
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SOURCE CVS Health Corporation