WOONSOCKET, R.I., Aug. 23, 2021 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE: CVS) announced today the Reference
Yield and Total Consideration (each as summarized in the table
below) to be paid in connection with the previously announced cash
tender offer (the "Tender Offer") for up to $2,049,919,000 principal amount (the "Maximum
Amount"), 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.
The Reference Yield for the Notes and the Total Consideration
for the Notes are summarized in the table below:
Title of
Notes
|
CUSIP
Number
|
UST
Reference
Security
|
Fixed Spread
(bps)
|
Reference
Yield
|
Total
Consideration(1)
|
4.300% Senior Notes
due 2028..............
|
126650 CX6
|
1.625% UST
due 5/15/2031
|
35
|
1.250%
|
$1,162.08
|
|
|
(1)
|
Per $1,000 principal
amount of Notes validly tendered at or prior to the Early Tender
Date and accepted for purchase.
|
The Total Consideration for each $1,000 principal amount of the Notes was
determined in the manner described in the Offer to Purchase by
reference to the fixed spread set forth in the table above plus the
yield to maturity of the U.S. Treasury reference security (the "UST
Reference Security") set forth in the table above on the bid-side
price of such UST Reference Security as of 9:00 a.m., New York
City time, on August 23,
2021.
The Notes validly tendered and not validly withdrawn at or prior
to 5:00 p.m., New York City time, on August 20, 2021 (the "Early Tender Date")
will be eligible to receive the Total Consideration, which includes
the Early Tender Payment of $30 per
$1,000 principal amount of Notes.
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Notes validly tendered and not validly withdrawn at or prior to the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").
Holders of all Notes validly tendered and not validly withdrawn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").
Because the aggregate principal amount of Notes validly tendered
would exceed 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, Notes tendered and not accepted for purchase
will be promptly returned to the tendering Holder's account.
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