Filed pursuant to Rule 433

Free Writing Prospectus dated March 26, 2020

Registration Statement No.: 333-217596

CVS HEALTH CORPORATION

Pricing Term Sheet—March 26, 2020

$750,000,000 3.625% Senior Notes due 2027

$1,500,000,000 3.750% Senior Notes due 2030

$1,000,000,000 4.125% Senior Notes due 2040

$750,000,000 4.250% Senior Notes due 2050

 

Issuer:

  

CVS Health Corporation (the “Issuer”)

Description of Securities:

  

$750,000,000 3.625% Senior Notes due 2027 (“2027 Notes”)

$1,500,000,000 3.750% Senior Notes due 2030 (“2030 Notes”)

$1,000,000,000 4.125% Senior Notes due 2040 (“2040 Notes”)

$750,000,000 4.250% Senior Notes due 2050 (“2050 Notes” and, together with the 2027 Notes, the 2030 Notes and the 2040 Notes, the “Notes”)

Maturity Dates:

  

April 1, 2027 for the 2027 Notes

April 1, 2030 for the 2030 Notes

April 1, 2040 for the 2040 Notes

April 1, 2050 for the 2050 Notes

Settlement Date:

  

March 31, 2020 (T+3)

Extended Settlement:

   It is expected that delivery of the Notes will be made, against payment of the Notes, on or about March 31, 2020, which will be the third business day in the United States following the date of pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, purchases or sales of securities in the secondary market generally are required to settle within two business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the Notes who wish to trade the Notes on the date of the Prospectus Supplement dated March 26, 2020 will be required, because the Notes initially will settle within three business days (T+3) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to March 31, 2020 should consult their advisors.

Issue Prices:

  

99.822% of principal amount for the 2027 Notes

99.777% of principal amount for the 2030 Notes

98.314% of principal amount for the 2040 Notes

99.983% of principal amount for the 2050 Notes

Coupons:

  

3.625% for the 2027 Notes

3.750% for the 2030 Notes

4.125% for the 2040 Notes

4.250% for the 2050 Notes

Benchmark Treasury:

  

2027 Notes: 1.125% UST due February 28, 2027

2030 Notes: 1.500% UST due February 15, 2030

2040 Notes: 2.375% UST due November 15, 2049

2050 Notes: 2.375% UST due November 15, 2049

Benchmark Treasury Price and Yield:

  

2027 Notes: 102-27; 0.704%

2030 Notes: 106-12; 0.827%

2040 Notes: 122-06; 1.451%

2050 Notes: 122-06; 1.451%

Spread to Benchmark Treasury:

  

2027 Notes: +295 basis points (2.95%)

2030 Notes: +295 basis points (2.95%)

2040 Notes: +280 basis points (2.80%)

2050 Notes: +280 basis points (2.80%)

Yield to Maturity:

  

2027 Notes: 3.654%

2030 Notes: 3.777%

2040 Notes: 4.251%

2050 Notes: 4.251%

Interest Payment Dates:

  

Semiannually on April 1 and October 1, commencing on October 1, 2020.

Record Dates:

  

March 15 and September 15

Optional Redemption Provisions:

  

2027 Notes: Prior to February 1, 2027 (two months prior to the maturity date), make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after February 1, 2027, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2027 Notes being redeemed.

 

2030 Notes: Prior to January 1, 2030 (three months prior to the maturity date), make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after January 1, 2030, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2030 Notes being redeemed.

 

2040 Notes: Prior to October 1, 2039 (six months prior to the maturity date), make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after October 1, 2039, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2040 Notes being redeemed.

 

2050 Notes: Prior to October 1, 2049 (six months prior to the maturity date), make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after October 1, 2049, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2050 Notes being redeemed.

Change of Control:

   Upon certain change of control events, the Issuer will be required to make an offer to purchase the Notes in cash at a price equal to 101% of their aggregate principal amount.

Joint Book-Running Managers:

  

BARCLAYS CAPITAL INC.

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

BOFA SECURITIES, INC.

WELLS FARGO SECURITIES, LLC

Co-Managers:

  

CITIGROUP GLOBAL MARKETS INC.

MIZUHO SECURITIES USA LLC

MUFG SECURITIES AMERICAS INC.

RBC CAPITAL MARKETS, LLC

SUNTRUST ROBINSON HUMPHREY, INC.

U.S. BANCORP INVESTMENTS, INC.

CREDIT SUISSE SECURITIES (USA) LLC

FIFTH THIRD SECURITIES, INC.

PNC CAPITAL MARKETS LLC

SANTANDER INVESTMENT SECURITIES INC.

SMBC NIKKO SECURITIES AMERICA, INC.

BNY MELLON CAPITAL MARKETS, LLC

ICBC STANDARD BANK PLC1

KEYBANC CAPITAL MARKETS INC.

LOOP CAPITAL MARKETS LLC

TD SECURITIES (USA) LLC

ACADEMY SECURITIES

GUGGENHEIM SECURITIES

CUSIP Numbers:

  

2027 Notes: 126650 DH0

2030 Notes: 126650 DJ6

2040 Notes: 126650 DK3

2050 Notes: 126650 DL1

Ratings*:

  

Baa2 (Moody’s) / BBB (S&P)

 

*

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

1 

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell Notes constituting part of its allotment solely outside the United States.

Changes to Preliminary Prospectus Supplement

The number of series of notes to be issued in the offering increased from three series (as disclosed in the Preliminary Prospectus Supplement) to four series, consisting of 3.625% Senior Notes due 2027, 3.750% Senior Notes due 2030, 4.125% Senior Notes due 2040 and 4.250% Senior Notes due 2050. The information in the Preliminary Prospectus Supplement is deemed to have changed, mutatis mutandis, to the extent affected by the additional series of notes.

Other Relationships

The following paragraph shall replace the first paragraph under the heading “Underwriting—Other Relationships”

in the Preliminary Prospectus Supplement:

From time to time, certain of the underwriters and/or their respective affiliates have directly and indirectly

engaged, and may engage in the future, in investment and/or commercial banking transactions with us for which

they have received, or may receive, customary compensation, fees and expense reimbursement. A member of our

board of directors is an officer of Bank of America Corporation, an affiliate of one of the underwriters. An affiliate

of one of the underwriters, BNY Mellon Capital Markets, LLC, is acting as Trustee, Registrar and Paying Agent in

the offering.

 

 

Capitalized terms used but not defined herein have the meanings given to them in the Preliminary Prospectus Supplement.

The Issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain a copy of the prospectus and the preliminary prospectus supplement from Barclays Capital Inc. by calling toll-free 1-888-603-5847, Goldman Sachs & Co. LLC by calling toll-free 1-866-471-2526 or J.P. Morgan Securities LLC by calling collect 1-212-834-4533.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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