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CVS Health Corporation Announces Expiration and Results of Any and All Tender Offers

CVS Health Corporation Announces Expiration and Results of Any and All Tender Offers

PR Newswire

WOONSOCKET, R.I., Aug. 15, 2019 /PRNewswire/ — CVS Health Corporation (“CVS Health”, NYSE: CVS) announced today the results of the previously announced cash tender offers (the “Any and All Tender Offers” and each an “Any and All Tender Offer”) for (1) any and all of its 3.125% Senior Notes due 2020 (the “2020 Any and All Notes”) and (2) any and all of its 4.125% Senior Notes due 2021, the 4.125% Senior Notes due 2021 issued by its wholly-owned subsidiary, Aetna Inc. (“Aetna”) and the 5.450% Senior Notes due 2021 issued by Coventry Health Care, Inc., a wholly-owned subsidiary of Aetna (collectively, the “2021 Any and All Notes” and together with the 2020 Any and All Notes, the “Any and All Notes”).

As of 5:00 p.m., New York City time, on August 14, 2019 (the “Any and All Expiration Date”) as reported by D.F. King & Co., Inc., the Tender and Information Agent for the Any and All Tender Offers, the principal amounts of the Any and All Notes listed in the tables below have been validly tendered and not validly withdrawn, or tendered pursuant to the guaranteed delivery procedures (the “Guaranteed Delivery Procedures”) described in the Offer to Purchase dated August 8, 2019 (as amended or supplemented from time to time, the “Offer to Purchase”). In order to be eligible to participate in the Any and All Tender Offers, holders (individually, a “Holder” and collectively, the “Holders”) of Any and All Notes tendered pursuant to the Guaranteed Delivery Procedures at or prior to the Any and All Expiration Date must deliver such Any and All Notes to CVS Health at or prior to 5:00 p.m., New York City time, on August 16, 2019 (the “Guaranteed Delivery Deadline”).


In addition to the Any and All Tender Offers, CVS Health previously announced its Maximum Tender Offers (as defined in the Offer to Purchase) for the Maximum Tender Offer Notes (as defined in the Offer to Purchase) concurrently with the Any and All Tender Offers. The 2020 Notes Maximum Tender Offer Amount (as defined in the Offer to Purchase) is up to $2,000,000,000 less the aggregate principal amount of 2020 Any and All Notes accepted for purchase and the 2021 Notes Maximum Tender Offer Amount (as defined in the Offer to Purchase) is up to $2,000,000,000 less the aggregate principal amount of 2021 Any and All Notes accepted for purchase. Because $7,530,000 aggregate principal amount of 2020 Any and All Notes and $4,905,000 aggregate principal amount of 2021 Any and All Notes remain subject to the Guaranteed Delivery Procedures, the 2020 Notes Maximum Tender Offer Amount and 2021 Notes Maximum Tender Offer Amount are subject to change and will be confirmed after expiration of guaranteed deliveries at the Guaranteed Delivery Deadline. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Maximum Tender Offers.

Holders of all Any and All Notes validly tendered and not validly withdrawn at or prior to the Any and All Expiration Date and accepted for purchase were eligible to receive the applicable Total Consideration set forth in the tables below, plus accrued and unpaid interest (“Accrued Interest”) up to, but not including, today, August 15, 2019, the settlement date of the Any and All Tender Offers. For the avoidance of doubt, Accrued Interest payable with respect to Any and All Notes validly tendered pursuant to the Guaranteed Delivery Procedures and accepted for purchase shall cease to accrue on the Any and All Settlement Date.

2020 Any and All Notes:

Title of Notes

CUSIP
Number

Original Issuer

Total
Consideration
(1)

Principal Amount
Outstanding

Principal Amount
Tendered

Principal Amount
Tendered Pursuant to
Guaranteed Delivery
Procedures

3.125% Senior Notes due 2020

126650DA5

CVS Health Corporation

$1,005.86

$2,000,000,000

$1,269,297,000

$7,530,000

2021 Any and All Notes:

Title of Notes

CUSIP
Number

Original Issuer

Total
Consideration
(1)

Principal Amount
Outstanding

Principal Amount
Tendered

Principal Amount
Tendered Pursuant to
Guaranteed Delivery
Procedures

4.125% Senior Notes due 2021

126650BW9

CVS Health Corporation

$1,033.32

$550,000,000

$328,084,000

$2,298,000

4.125% Senior Notes due 2021

008117AN3

Aetna Inc

$1,034.37

$500,000,000

$297,403,000

$2,346,000

5.450% Senior Notes due 2021

222862AJ3

Coventry Health Care, Inc

$1,053.11

$600,000,000

$412,825,000

$261,000



(1)

Per $1,000 principal amount of Any and All Notes validly tendered at or prior to the Any and All Expiration Date and accepted for purchase.

The settlement date for the Any and All Notes validly tendered pursuant to the Guaranteed Delivery Procedures at or prior to the Any and All Expiration Date and accepted for purchase is expected to be August 19, 2019, the second business day after the Any and All Settlement Date (the “Any and All Guaranteed Delivery Settlement Date”).

CVS Health expects that it will accept for purchase all of the Any and All Notes validly tendered at or prior to the Any and All Expiration Date, and all Any and All Notes delivered at or prior to the Guaranteed Delivery Deadline. The principal amount of Any and All Notes that will be purchased by CVS Health is subject to change based on deliveries of Any and All Notes pursuant to the Guaranteed Delivery Procedures. A press release announcing the final results of the Any and All Tender Offers is expected to be issued after the Guaranteed Delivery Deadline. CVS Health will fund the purchase of the Any and All Notes with part of the proceeds from the issuance of CVS Health’s 2.625% Senior Notes due 2024, 3.000% Senior Notes due 2026 and 3.250% Senior Notes due 2029.

CVS Health has retained Barclays Capital Inc. and Goldman Sachs & Co. LLC to act as Dealer Managers for the Tender Offers (as defined in the Offer to Purchase). D.F. King & Co., Inc. has been retained to act as the Tender and Information Agent for the Tender Offers. The Offer to Purchase may be accessed at the following link: http://www.dfking.com/cvs. Requests for assistance relating to the procedures for tendering Notes (as defined in the Offer to Purchase) 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 (866) 406-2283 (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) or Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 902-2995 (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 is the nation’s premier health innovation company helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager with more than 102 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional, voluntary and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company believes its innovative health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.

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 involve risks and uncertainties. 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 section entitled “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K and in our most recently filed Quarterly Report on Form 10-Q.

You are cautioned not to place undue reliance on CVS Health’s forward looking statements. These 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 or otherwise, as of any future date.

CVS Health logo (PRNewsFoto/CVS Health)

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SOURCE CVS Health Corporation

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