WOONSOCKET, R.I., Aug. 26, 2020 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE: CVS) announced today the early
results of the previously announced 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
is referred to as the "Capped Tender Offers". 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 (as defined
below). 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 2023 Notes Tender Offers
Title of
Notes
|
CUSIP
Number
|
Original
Issuer
|
Acceptance
Priority
Level(1)
|
Early Tender
Payment(2)
|
Principal
Amount
Outstanding
|
Principal Amount
Tendered
|
Principal
Amount
Expected to be
Accepted for
Purchase
|
4.000% Senior Notes
due 2023
|
126650 CC2
|
CVS Health
|
1
|
$30
|
$1,250,000,000
|
$722,809,000
|
$722,809,000
|
3.700% Senior Notes
due 2023
|
126650 CV0
|
CVS Health
|
2
|
$30
|
$6,000,000,000
|
$4,008,643,000
|
$2,277,191,000(3)
|
2.800% Senior Notes
due 2023
|
00817Y AV0
|
Aetna Inc.
|
3
|
$30
|
$1,300,000,000
|
$942,532,000
|
$0
|
The 2025 Notes Tender Offers
Title of
Notes
|
CUSIP
Number
|
Original
Issuer
|
Acceptance
Priority
Level(1)
|
Early Tender
Payment(2)
|
Principal
Amount
Outstanding
|
Principal Amount
Tendered
|
Principal
Amount
Expected to be
Accepted for
Purchase
|
4.100% Senior Notes
due 2025
|
126650 CW8
|
CVS Health
|
1
|
$30
|
$5,000,000,000
|
$3,951,753,000
|
$
2,999,994,000(3)
|
3.875% Senior Notes
due 2025
|
126650 CL2
|
CVS Health
|
2
|
$30
|
$2,828,067,000
|
$1,434,282,000
|
$0
|
|
|
(1)
|
Subject to the
Aggregate Maximum Amount, the Maximum Amounts 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.
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered at or prior to the Early Tender
Date and accepted for purchase.
|
(3)
|
After application of
proration.
|
The consideration to be paid in the Tender Offers for each
series of 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 26, 2020.
As of 5:00 p.m., New York City time, on August 25, 2020 (the "Early Tender Date"), as
reported by D.F. King & Co., Inc., the Tender and
Information Agent for the Tender Offers, the principal amounts of
the Notes listed in the tables above have been validly tendered and
not validly withdrawn. The Withdrawal Deadline of 5:00 p.m., New York
City time, on August 25, 2020
has passed and, accordingly, Notes validly tendered in the Tender
Offers 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 27, 2020
(the "Early Settlement Date"), subject to the acceptance priority
levels applicable to the relevant series as described in the Offer
to Purchase and, in the case of the 3.700% Senior Notes due 2023
for the 2023 Notes Tender Offers and in the case of the 4.100%
Senior Notes due 2025 for the 2025 Notes Tender Offers, to
proration as described below.
Because the aggregate principal amount of 2023 Notes validly
tendered would exceed the 2023 Notes Maximum Amount, CVS Health
expects that it will accept validly tendered 3.700% Senior Notes
due 2023 on a prorated basis in accordance with the Offer to
Purchase and none of the validly tendered 2.800% Senior Notes due
2023. Because the aggregate principal amount of 2025 Notes validly
tendered would exceed the 2025 Notes Maximum Amount, CVS Health
expects that it will accept validly tendered 4.100% Senior Notes
due 2025 on a prorated basis in accordance with the Offer to
Purchase and none of the 3.875% Senior Notes due 2025.
Because CVS Health expects to accept for purchase the Maximum
Aggregate Amount of Notes, no additional Notes will be purchased
pursuant to the Tender Offers 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.
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 applicable Total Consideration, which
includes the applicable 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 applicable
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 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 certain 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