UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 Or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 14, 2016
CVS HEALTH CORPORATION
(Exact name of registrant as specified in charter)
Delaware | 001-01011 | 05-0494040 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One CVS Drive,
Woonsocket, Rhode Island 02895
(Address of principal executive offices)
Registrants telephone number, including area code: (401) 765-1500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On June 14, 2016, CVS Health Corporation, a Delaware corporation (the Company), issued a press release announcing the expiration and final results of its previously announced cash tender offers that commenced on May 16, 2016. The tender offers expired at 11:59 p.m., New York City time on June 13, 2016.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press release, dated June 14, 2016, of CVS Health Corporation |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CVS HEALTH CORPORATION | ||||||
Date: June 14, 2016 | By: | /s/ David M. Denton | ||||
Name: | David M. Denton | |||||
Title: | Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
Investor |
Nancy Christal | Media | Carolyn Castel | |||
Contact: |
Senior Vice President | Contact: | Vice President | |||
Investor Relations | Corporate Communications | |||||
(914) 722-4704 | (401) 770-5717 |
FOR IMMEDIATE RELEASE
CVS Health Corporation Announces Final Results of Tender Offers
WOONSOCKET, RI, June 14, 2016 CVS Health Corporation (CVS Health or the Company, NYSE: CVS) announced today the final results of its previously announced cash tender offers that commenced on May 16, 2016 (the Tender Offers) for (1) any and all of its 5.75% Senior Notes due 2017, its 6.60% Senior Notes due 2019 and its 4.75% Senior Notes due 2020 (collectively, the Any and All Notes) and (2) up to $2,250,000,000 aggregate principal amount (the Maximum Tender Offer Amount) of its 6.25% Senior Notes due 2027, its 6.125% Senior Notes due 2039, its 5.750% Senior Notes due 2041, the 5.00% Senior Notes due 2024 issued by its wholly-owned subsidiary, Omnicare, Inc. (Omnicare), the 4.75% Senior Notes due 2022 issued by Omnicare, its 4.875% Senior Notes due 2035 and its 3.875% Senior Notes due 2025 (collectively, the Maximum Tender Offer Notes and together with the Any and All Notes, the Notes).
The Tender Offers expired at 11:59 p.m., New York City time, on June 13, 2016 (the Expiration Date). According to D.F. King & Co., Inc., the tender and information agent for the Tender Offers, an aggregate principal amount of $835,498,000 of Any and All Notes was validly tendered in the Tender Offer for such Notes and not validly withdrawn since the commencement of the Tender Offer. The table below sets forth for each series of Any and All Notes the principal amounts of such Notes validly tendered and accepted for purchase pursuant to the Tender Offer for such Notes.
Title of Notes |
CUSIP Number |
Principal Amount Outstanding(1) |
Principal Amount Tendered |
Principal Amount Accepted |
||||||||||||
Any and All Notes: |
|
|||||||||||||||
5.75% Senior Notes due 2017 |
126650BH2 | $ | 1,079,896,000 | $ | 538,591,000 | $ | 538,591,000 | |||||||||
6.60% Senior Notes due 2019 |
126650BN9 | $ | 394,258,000 | $ | 51,233,000 | $ | 51,233,000 | |||||||||
4.75% Senior Notes due 2020 |
126650BU3 | $ | 450,000,000 | $ | 245,674,000 | $ | 245,674,000 |
(1) | As of May 16, 2016, the date of commencement of the Tender Offers. |
CVS Health will accept for purchase all of the Any and All Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date.
Because CVS Health accepted for purchase the Maximum Tender Offer Amount of Maximum Tender Offer Notes and paid the applicable consideration for such Notes on May 31, 2016 (the Early Settlement Date), no additional Maximum Tender Offer Notes will be accepted for purchase. See the Companys May 31, 2016 press release for information regarding the principal amounts of Maximum Tender Offer Notes purchased pursuant to the Tender Offer for such Notes.
The consideration for the Any and All Notes validly tendered at or prior to the Expiration Date and not already purchased on the Early Settlement Date, as calculated by the dealer managers and announced on May 31, 2016, is expected to be paid on June 15, 2016 (the Final Settlement Date). In addition to the Tender Offer Consideration (as such term is defined in the Offer to Purchase), Holders of Any and All Notes accepted for purchase after the Early Tender Date and at or prior to the Expiration Date will receive accrued and unpaid interest on those Notes from the last interest payment date with respect to such Notes to, but not including, the Final Settlement Date.
Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC acted as dealer managers for the Tender Offers. D.F. King & Co., Inc. acted as the tender and information agent for the Tender Offers. For additional information regarding the terms of the Tender Offers, please contact Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect), or RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822 (collect).
About the Company
CVS Health is a pharmacy innovation company helping people on their path to better health. Through its more than 9,600 retail pharmacies, more than 1,100 walk-in medical clinics, a leading pharmacy benefits manager with nearly 80 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, and expanding specialty pharmacy services, the Company enables people, businesses and communities to manage health in more affordable and effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. 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 CVS Healths Securities and Exchange Commission filings, including those set forth in the Risk Factors section in its Annual Report on Form 10-K for the year ended December 31, 2015.
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