CVS Caremark Corporation Announces Cash Tender Offers for its 6.60% Senior
Notes due 2019 (CUSIP NO. 126650 BN 9), 6.125% Senior Notes due 2016 (CUSIP
NO. 126650BE9) and 5.750% Senior Notes due 2017 (CUSIP NO. 126650BH2)
WOONSOCKET, R.I., Nov. 26, 2012
WOONSOCKET, R.I., Nov. 26, 2012 /PRNewswire/ --CVS Caremark Corporation
(NYSE: CVS) announced today that it has commenced cash tender offers (the
"Tender Offers") for (1) any and all of the 6.60% Senior Notes due 2019 (the
"Any and All Notes") and (2) up to a maximum amount of the 6.125% Senior Notes
due 2016 and 5.750% Senior Notes due 2017 (collectively, the "Maximum Tender
Offer Notes" and together with the Any and All Notes, the "Notes") such that
the aggregate principal amount of the Maximum Tender Offer Notes tendered and
accepted for purchase is equal to $1,000,000,000 less the aggregate principal
amount of the Any and All Notes tendered and accepted for purchase. The
purpose of the Tender Offers is to refinance a portion of CVS Caremark's
(Logo: http://photos.prnewswire.com/prnh/20090226/NE75914LOGO )
"This tender offer allows us to take advantage of the current favorable
interest rate environment," said Dave Denton, Executive Vice President and
Chief Financial Officer. "We expect to record a one-time expense in the fourth
quarter of 2012 related to the tender. We also expect to extend a portion of
our debt at lower rates, which will reduce our interest expense going
Notes validly tendered and not withdrawn at or prior to 5:00 p.m., New York
City time, on December 7, 2012 (the "Early Tender Date") will be eligible to
receive the applicable Total Consideration (as defined in the Offer to
Purchase), which includes the applicable Early Tender Payment (as defined in
the Offer to Purchase). CVS Caremark will make a cash payment to each holder
of the Notes of the applicable Total Consideration (calculated in accordance
with the Offer to Purchase) based on the yield to maturity of the U.S.
Treasury reference securities specified in the table below (the "UST Reference
Security") plus a fixed spread, for the Notes validly tendered on or prior to
the Early Tender Date, and accepted for purchase, each as more fully described
in the Offer to Purchase dated November 26, 2012 (the "Offer to Purchase") and
related Letter of Transmittal.
Notes validly tendered after the Early Tender Date but at or prior to 11:59
p.m., New York City time, on December 21, 2011 (the "Expiration Date") will be
eligible to receive the applicable tender offer consideration ("Tender Offer
Consideration"), namely the applicable Total Consideration minus the
applicable Early Tender Payment specified in the table below.
Holders who tender their Notes at or prior to 5:00 p.m., New York City time,
on December 7, 2012 (such date and time, as it may be extended, the
"Withdrawal Deadline") may withdraw such tendered Notes at any time on 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 we are required to extend
withdrawal rights under applicable law. Acceptance of tendered Notes may be
subject to priority and proration as described in the Offer to Purchase. CVS
Caremark reserves the right, but is not obligated, to increase the Maximum
Tender Offer Amount without extending withdrawal rights, subject to compliance
with applicable law.
In addition to the Total Consideration or Tender Offer Consideration, as
applicable, Holders of Notes accepted for purchase will receive accrued and
unpaid interest on those Notes from the last interest payment date with
respect to those Notes to, but not including, the Early Settlement Date (as
defined in the Offer to Purchase) or the Final Settlement Date (as defined in
the Offer to Purchase), as applicable.
Title CUSIP Principal Acceptance UST Bloomberg Fixed Early Hypothetical Total
of Number Amount Priority Reference Reference Spread Tender Consideration^(1)(2)
Notes Outstanding Level Security Page (bps) Payment^(1)
Notes 126650BN9 $1,000,000,000 1 Treasury BBT -15 $30 $1,301.02
due Notes due
Senior $ U.S.
Notes 126650BE9 700,000,000 2 Treasury BBT 10 $30 $1,191.16
due Notes due
Notes 126650BH2 $1,750,000,000 3 Treasury BBT 25 $30 $1,208.63
due Notes due
(1) Per $1,000 principal amount of Notes tendered and accepted for purchase.
(2) Based on the Reference Yield of the UST Reference Security as of 2:00 p.m., New York City time on
November 21, 2012 and the applicable expected Settlement Date (as defined in the Offer to Purchase), and
excludes accrued and unpaid interest. The hypothetical Total Consideration should be used solely for the
purpose of obtaining an understanding of the calculation of the Total Consideration, as quoted at
hypothetical rates and times, and should not be used or relied upon for any other purpose.
The Tender Offers are conditioned upon certain conditions described in the
Offer to Purchase, including a Financing Condition (as defined in the Offer to
Purchase). CVS Caremark 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.
CVS Caremark has retained Barclays Capital Inc. and U.S. Bancorp Investments,
Inc. 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. For additional information regarding the terms of the Tender Offers,
please contact the Dealer Managers at Barclays Capital Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect) or at U.S. Bancorp Investments, Inc.
at (877) 558-2607 (toll-free) or (612) 336-7604 (collect). Requests for
documents and questions regarding the tendering of Notes may be directed to
D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers only) or (800)
949-2583 (for all others toll-free).
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 and the related Letter of Transmittal made available to holders of
the Notes. None of CVS Caremark, the Dealer Managers, the Tender Agent, the
Information Agent or their respective affiliates is making any recommendation
as to whether or not holders should tender all or any portion of their Notes
in the Tender Offers. Holders are urged to evaluate carefully all information
in the Offer to Purchase and the related Letter of Transmittal, consult their
own investment and tax advisers and make their own decisions whether to tender
Notes, and, if so, the principal amount of Notes to tender.
About the Company:
CVS Caremark is dedicated to helping people on their path to better health as
the largest integrated pharmacy company in the United States. Through the
Company's more than 7,400 CVS/pharmacy^® stores; its leading pharmacy benefit
manager serving more than 60 million plan members; and its retail health
clinic system, the largest in the nation with approximately 600 MinuteClinic^®
locations, it is a market leader in mail order, retail and specialty pharmacy,
retail clinics, and Medicare Part D Prescription Drug Plans. As a pharmacy
innovation company with an unmatched breadth of capabilities, CVS Caremark
continually strives to improve health and lower costs by developing new
approaches such as its unique Pharmacy Advisor^® program that helps people
with chronic diseases such as diabetes obtain and stay on their medications.
Find more information about how CVS Caremark is reinventing pharmacy for
better health at http://info.cvscaremark.com.
This press release contains certain forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially. For these statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. The Company strongly recommends that you become
familiar with the specific risks and uncertainties outlined under the Risk
Factors section in our Annual Report on Form 10-K for the year ended December
31, 2011 and under the section entitled "Cautionary Statement Concerning
Forward-Looking Statements" in our most recently filed Quarterly Report on
SOURCE CVS Caremark Corporation
Contact: Investors, Nancy Christal, Senior Vice President, Investor Relations,
+1-914-722-4704 or Media, Eileen H. Boone, Senior Vice President, Corporate
Communications & Community Relations, +1-401-770-4561
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