WOONSOCKET, R.I., Aug. 12, 2020 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE: CVS) announced today that it has
commenced cash tender offers (each, a "Tender Offer" and
collectively, the "Tender Offers") for (i) up to $3,000,000,000 aggregate principal amount (the
"2023 Notes Maximum Amount") of its 4.000% Senior Notes due 2023
and 3.700% Senior Notes due 2023 and the 2.800% Senior Notes due
2023 issued by its wholly-owned subsidiary, Aetna Inc.
(collectively, the "2023 Notes") in the priorities set forth in the
first table below (the "2023 Notes Tender Offers") and (ii) up to
$3,000,000,000 aggregate principal
amount (the "2025 Notes Maximum Amount" and, together with the 2023
Notes Maximum Amount, the "Maximum Amounts") of its 4.100% Senior
Notes due 2025 and 3.875% Senior Notes due 2025 (collectively, the
"2025 Notes", and, together with the 2023 Notes, the "Notes") in
the priorities set forth in the second table below (the "2025 Notes
Tender Offers"). Each group of Tender Offers that constitutes
either the 2023 Notes Tender Offers or the 2025 Notes Tender Offers
as the "Capped Tender Offers".
The Tender Offers are summarized in the tables below:
The 2023 Notes Tender Offers
Title of
Notes
|
CUSIP
Number
|
Original
Issuer
|
Principal
Amount
Outstanding
|
2023 Notes
Maximum
Amount(1)(2)
|
Acceptance
Priority
Level(3)
|
UST Reference
Security
|
Bloomberg
Reference
Page(4)
|
Fixed
Spread
(bps)
|
Early
Tender
Payment(5)
|
4.000% Senior Notes
due 2023
|
126650 CC2
|
CVS Health
|
$1,250,000,000
|
$3,000,000,000
|
1
|
0.125% UST due
07/15/2023
|
PX1
|
20
|
$30
|
3.700% Senior Notes
due 2023
|
126650 CV0
|
CVS Health
|
$6,000,000,000
|
2
|
0.125% UST due
07/15/2023
|
PX1
|
25
|
$30
|
2.800% Senior Notes
due 2023
|
00817Y AV0
|
Aetna Inc
|
$1,300,000,000
|
3
|
0.125% UST due
07/15/2023
|
PX1
|
25
|
$30
|
The 2025 Notes Tender Offers
Title of
Notes
|
CUSIP
Number
|
Original
Issuer
|
Principal
Amount
Outstanding
|
2025 Notes
Maximum
Amount (1)(2)
|
Acceptance
Priority
Level(3)
|
UST Reference
Security
|
Bloomberg
Reference
Page(4)
|
Fixed
Spread
(bps)
|
Early
Tender
Payment(5)
|
4.100% Senior Notes
due 2025
|
126650 CW8
|
CVS Health
|
$5,000,000,000
|
$3,000,000,000
|
1
|
0.250% UST due
07/31/2025
|
PX1
|
36
|
$30
|
3.875% Senior Notes
due 2025
|
126650 CL2
|
CVS Health
|
$2,828,067,000
|
2
|
0.250% UST due
07/31/2025
|
PX1
|
43
|
$30
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The 2023 Notes
Maximum Amount of $3,000,000,000 represents the aggregate principal
amount of 2023 Notes that will be purchased in the 2023 Notes
Tender Offers. The 2025 Notes Maximum Amount of $3,000,000,000
represents the aggregate principal amount of 2025 Notes that will
be purchased in the 2025 Notes Tender Offers.
|
|
|
(2)
|
If the principal
amount of Notes tendered at or prior to the Early Tender Date (as
defined below) or Expiration Date (as defined below) is such that
the Maximum Amount with respect to one of the Capped Tender Offers
is not met and the Maximum Amount with respect to the other of the
Capped Tender Offers is exceeded, then the Maximum Amount that was
exceeded may, at CVS Health's sole discretion, be increased above
such Maximum Amount to allow for the purchase of additional amounts
of such Notes provided that aggregate principal amount of
$6,000,000,000 of Notes to be purchased in the Tender Offers is not
exceeded.
|
|
|
(3)
|
Subject to the
Aggregate Maximum Amount, the Maximum Amounts, Reallocation (as
defined below) and proration, the principal amount of each series
of Notes that is purchased in each of the Tender Offers will be
determined in accordance with the applicable acceptance priority
level (in numerical priority order) specified in this
column.
|
|
|
(4)
|
The applicable page
on Bloomberg from which the Dealer Managers (as defined below) will
quote the bid side prices of the applicable U.S. Treasury Security.
In the above table, "UST" denotes a U.S. Treasury
Security.
|
|
|
(5)
|
Per $1,000 principal
amount of Notes validly tendered at or prior to the Early Tender
Date and accepted for purchase.
|
The Tender Offers are being made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated
August 12, 2020 (as amended or
supplemented from time to time, the "Offer to Purchase"), which
sets forth a detailed description of the Tender Offers. The Tender
Offers are open to all registered holders (individually, a "Holder"
and collectively, the "Holders") of the Notes. The purpose of the
Tender Offers is to refinance a portion of CVS Health's debt and to
lower its overall indebtedness.
The sum of the 2023 Notes Maximum Amount and the 2025 Notes
Maximum Amount is $6,000,000,000 (the
"Aggregate Maximum Amount"), which represents the aggregate
principal amount of the Notes subject to the Tender Offers and
excludes any Accrued Interest (as defined below) or Early Tender
Payment specified in the tables above that may be payable. If the
principal amount of Notes tendered at or prior to the Early Tender
Date or Expiration Date is such that the Maximum Amount with
respect to one of the Capped Tender Offers is not met and the
Maximum Amount with respect to the other of the Capped Tender
Offers is exceeded, then the Maximum Amount that was exceeded may,
at CVS Health's sole discretion, be increased above such Maximum
Amount to allow for the purchase of additional amounts of such
Notes provided that the Aggregate Maximum Amount is not exceeded
("Reallocation"). If the Maximum Amount with respect to one of the
Capped Tender Offers is increased at the Early Settlement Date (as
defined below) pursuant to a Reallocation and the Aggregate Maximum
Amount is not purchased at the Early Settlement Date, CVS Health
reserves the right to further adjust the Maximum Amounts for one or
both of the Capped Tender Offers in connection with purchases made
at the Expiration Date as it deems appropriate provided that the
Aggregate Maximum Amount is not exceeded.
The Notes validly tendered and not validly withdrawn at or prior
to 5:00 p.m., New York City time, on August 25, 2020 (the "Early Tender Date") will be
eligible to receive the applicable Total Consideration, which
includes the Early Tender Payment. The Notes validly tendered after
the Early Tender Date but at or prior to 11:59 p.m., New York
City time, on September 9,
2020 (the "Expiration Date") will be eligible to receive the
applicable tender offer consideration (the "Maximum Tender Offer
Consideration"), namely the applicable Total Consideration minus
the Early Tender Payment.
The applicable Total Consideration payable by CVS Health for the
Notes will be a price per $1,000
principal amount based on the yield to maturity or first par call
date, as the case may be, of the U.S. Treasury reference securities
specified in the tables above (the "UST Reference Security"), as
determined at 9:00 a.m., New York City time, on August 26, 2020 (unless otherwise extended by us
as described in the Offer to Purchase), plus a fixed spread,
calculated in accordance with the Offer to Purchase. For the
avoidance of doubt, if the applicable Total Consideration
determined is less than $1,000 per
$1,000 principal amount of such
series of Notes, then the Total Consideration will be calculated to
the stated maturity date and not to the first par call date for
such series of Notes.
The settlement date for the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date and accepted
for purchase is expected to be promptly after the Early Tender
Date, which is expected to be August 27,
2020, the second business day after the Early Tender Date
(the "Early Settlement Date"). The settlement date for the Notes
validly tendered after the Early Tender Date but at or prior to the
Expiration Date and accepted for purchase is expected to be
September 11, 2020, the second
business day after the Expiration Date (the "Final Settlement
Date," and along with the Early Settlement Date, each a "Settlement
Date"), if either or both of the Maximum Amounts of applicable
Notes is not purchased on such Early Settlement Date.
In addition to the Total Consideration or Maximum Tender Offer
Consideration, as applicable, Holders of Notes accepted for
purchase will receive accrued and unpaid interest ("Accrued
Interest") on those Notes from the last interest payment date with
respect to those Notes to, but not including, the applicable
Settlement Date.
Holders who tender their Notes at or prior to 5:00 p.m., New York
City time, on August 25, 2020
(such date and time, as it may be extended, the "Withdrawal
Deadline") may withdraw such tendered Notes at any time at 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 CVS
Health is required to extend withdrawal rights under applicable
law.
CVS Health 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
but the Tender Offers are subject to a financing condition and
certain other general conditions as described in the Offer to
Purchase. Each Tender Offer is a separate offer. The Capped Tender
Offers are not conditioned on each other. Each Tender Offer may be
individually amended, extended or terminated by CVS Health.
CVS Health has retained Barclays Capital Inc., Goldman Sachs
& Co. LLC and J.P. Morgan Securities LLC 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. 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) 714-3305 (for all others toll
free). Requests for assistance relating to the terms and conditions
of the Tender Offers may be directed to Barclays Capital Inc. at
(800) 438-3242 (toll free) or (212) 528-7581 (collect), Goldman
Sachs & Co. LLC at (800) 828-3182 (toll free) or (212)
902-6351(collect) or J.P. Morgan Securities LLC at (866) 834-4666
(toll free) or (212) 834-8553 (collect). 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 Offers are 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 Offers. 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 Offers, and, if so,
the principal amount of Notes to tender.
About CVS Health
CVS Health employees are united around a common goal of becoming
the most consumer-centric health company. We're evolving based on
changing consumer needs and meeting people where they are, whether
that's in the community at one of our nearly 10,000 local
touchpoints, in the home, or in the palm of their hand. Our newest
offerings — from HealthHUB® locations that are redefining what a
pharmacy can be, to innovative programs that help manage chronic
conditions — are designed to create a higher-quality, simpler and
more affordable experience. Learn more about how we're transforming
health 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 due to the
risks and uncertainties related to the COVID-19 pandemic, the
geographies impacted and the severity and duration of the pandemic,
the pandemic's impact on the U.S. and global economies and consumer
behavior and health care utilization patterns, and the timing,
scope and impact of stimulus legislation and other federal, state
and local governmental responses to the pandemic, as well as the
risks and uncertainties 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, 2020
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