CVS Caremark Corporation Announces Final Results of Tender Offers

      CVS Caremark Corporation Announces Final Results of Tender Offers

PR Newswire

WOONSOCKET, R.I., Dec. 24, 2012

WOONSOCKET, R.I., Dec. 24, 2012 /PRNewswire/ --CVS Caremark Corporation
(NYSE: CVS) announced today the final results of its previously announced cash
tender offers (the "Tender Offers") commenced on November 26, 2012, for (1)
any and all of its 6.60% Senior Notes due 2019 (the "Any and All Notes"), and
(2) up to a maximum amount of its 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"). The Tender Offers were made
solely pursuant to CVS Caremark's Offer to Purchase dated November 26, 2012,
as amended or supplemented (the "Offer to Purchase").

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The Tender Offers expired at 11:59 p.m., New York City time, on December 21,
2012 (the "Expiration Date"). An aggregate principal amount of $1,740,787,000
of Notes was validly tendered in the Tender Offers since commencement of the
Tender Offers and not validly withdrawn. The table below sets forth for each
series of Notes the principal amount of Notes validly tendered and accepted
for purchase pursuant to the Tender Offers:



Title             Principal          Acceptance Principal        Principal
of      CUSIP     Amount             Priority   Amount           Amount       Final
Notes   Number    Outstanding        Level      Tendered         Accepted for Proration^(1)
                                                                 Purchase
Any and
All
Notes:
6.60%
Senior
Notes   126650BN9 $1,000,000,000^(2) 1          $605,742,000^(2) $605,742,000 N/A
due
2019
Maximum
Tender
Offer
Notes:
6.125%
Senior
Notes   126650BE9 $  700,000,000    2          $279,530,000     $279,530,000 100.0%
due
2016
5.750%
Senior
Notes   126650BH2 $1,750,000,000     3          $855,515,000     $439,692,000 51.3%
due
2017

(1) Rounded to the nearest tenth of a percentage point.
(2) On December 11, 2012 (the "Early Settlement Date"), CVS Caremark purchased
    $602,958,000 aggregate principal amount of the Any and All Notes that were
    validly tendered and not validly withdrawn at or prior to 5:00 p.m., New
    York City time, on December 7, 2012 (the "Early Tender Date").

The amount of each series of Notes accepted for purchase was determined under
the terms and conditions of the Tender Offers as set forth in the Offer to
Purchase. CVS Caremark will accept for purchase all of the Any and All Notes
validly tendered after the Early Tender Date and on or prior to the Expiration
Date. As described in the Offer to Purchase (as modified by CVS Caremark's
press release dated December 10, 2012), CVS Caremark will accept for purchase
Maximum Tender Offer Notes such that the aggregate principal amount of the
Maximum Tender Offer Notes tendered and accepted for purchase is up to
$1,325,000,000 less the aggregate principal amount of the Any and All Notes
tendered and accepted for purchase (the "Maximum Tender Offer Amount").

The principal amount of the Maximum Tender Offer Notes to be purchased in the
Maximum Tender Offers was determined in accordance with the acceptance
priority level (in numerical priority order) specified in the table above.
Accordingly, all of the 6.125% Notes validly tendered will be accepted for
purchase before any of the 5.750% Notes validly tendered are accepted for
purchase and, because the Maximum Tender Offer Amount exceeds the aggregate
principal amount of the 6.125% Notes validly tendered, proration of the 6.125%
Notes is not required. However, the aggregate principal amount of the 5.750%
Notes validly tendered was more than the remaining Maximum Tender Offer Amount
(after deducting the aggregate principal amount of the 6.125% Notes validly
tendered); therefore, the principal amount of 5.750% Notes accepted for
purchase was prorated as set forth in the Offer to Purchase, resulting in the
proration factor set forth in the table above. Subject to the terms and
conditions set forth in the Offer to Purchase, including the Maximum Tender
Offer Amount, the Acceptance Priority Levels and proration, CVS Caremark will
accept for purchase the Maximum Tender Offer Notes that were validly tendered
on or prior to the Expiration Date as set forth in the table above. Notes not
accepted for purchase will be promptly returned to the tendering Holder.

The consideration for the Maximum Tender Offer Notes validly tendered pursuant
to the Maximum Tender Offers, and 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
December 10, 2012, is expected to be paid on December 26, 2012 (the "Final
Settlement Date"). In addition to the Total Consideration or Tender Offer
Consideration, as applicable (as such terms are defined in the Offer to
Purchase), Holders of Notes accepted for purchase 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. and U.S. Bancorp Investments, Inc. served as Dealer
Managers for the Tender Offers. D.F. King & Co., Inc. served 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).

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 more than 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.

Forward-looking Statements:

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
Form 10-Q.

SOURCE CVS Caremark Corporation

Website: http://www.cvscaremark.com/investors
Contact: Investor Contact: Nancy Christal, Senior Vice President, Investor
Relations, +1-914-722-4704; Media Contact: Eileen H. Boone, Senior Vice
President, Corporate Communications & Community Relations, +1-401-770-4561