WOONSOCKET, R.I., Aug. 26, 2020 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE: CVS) announced today the
applicable Reference Yields and Total Consideration (each as
summarized in the tables below) to be paid in connection with 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
Offer to Purchase (as defined 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 Offer to Purchase (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 applicable Reference Yield for the Notes and the Total
Consideration for the Notes are summarized in the tables below:
The 2023 Notes
Tender Offers(1)
|
Title of
Notes
|
CUSIP
Number
|
Original
Issuer
|
Acceptance
Priority
Level
|
UST
Reference Security
|
Fixed
Spread
(bps)
|
Reference
Yield
|
Total
Consideration(2)
|
4.000% Senior Notes
due 2023
|
126650 CC2
|
CVS Health
|
1
|
0.125% UST due
07/15/2023
|
20
|
0.190%
|
$1,108.36
|
3.700% Senior Notes
due 2023
|
126650 CV0
|
CVS Health
|
2
|
0.125% UST due
07/15/2023
|
25
|
0.190%
|
$1,079.36
|
|
The 2025 Notes
Tender Offers(3)
|
Title of
Notes
|
CUSIP
Number
|
Original
Issuer
|
Acceptance
Priority
Level
|
UST
Reference Security
|
Fixed
Spread
(bps)
|
Reference
Yield
|
Total
Consideration(2)
|
4.100% Senior Notes
due 2025
|
126650 CW8
|
CVS Health
|
1
|
0.250% UST due
07/31/2025
|
36
|
0.309%
|
$1,148.89
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Because the aggregate
principal amount of 2023 Notes validly tendered would exceed the
2023 Notes Maximum Amount, none of the validly tendered 2.800%
Senior Notes due 2023 are expected to be accepted for
purchase.
|
|
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered at or prior to the Early Tender
Date and accepted for purchase.
|
|
|
(3)
|
Because the aggregate
principal amount of 2025 Notes validly tendered would exceed the
2025 Notes Maximum Amount, none of the validly tendered 3.875%
Senior Notes due 2025 are expected to be 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 applicable fixed spread set forth in the tables
above plus the yield to maturity or first par call date, as the
case may be, of the applicable U.S. Treasury reference securities
(the "UST Reference Security") set forth in the tables above on the
bid-side price of such UST Reference Security as of 9:00 a.m., New York
City time, on August 26,
2020.
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 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 27, 2020
(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 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").
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.
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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/cvs-health-corporation-announces-pricing-of-tender-offers-301119056.html
SOURCE CVS Health Corporation