CVS HEALTH Corp false 0000064803 0000064803 2024-12-06 2024-12-06

 

 

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): December 6, 2024

 

 

 

LOGO

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its 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)   (Zip Code)

Registrant’s telephone number, including area code: (401) 765-1500

Former name or former address, if changed since last report: N/A

 

 

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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   CVS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Section 8 - Other Events

 

Item 8.01

Other Events.

On December 6, 2024, CVS Health Corporation, a Delaware corporation (the “Company”), issued a press release announcing the pricing of its cash tender offer for any and all of its 4.100% Senior Notes due 2025, in connection with the Company’s previously announced cash tender offers commenced on December 2, 2024.

A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

The exhibit to this Current Report on Form 8-K is as follows:

INDEX TO EXHIBITS

 

99.1    Press Release of CVS Health Corporation dated December 6, 2024
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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: December 6, 2024     By:  

/s/ Thomas F. Cowhey

      Thomas F. Cowhey
      Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

LOGO

 

Investor    Larry McGrath    Media    Ethan Slavin
Contact:    Executive Vice President    Contact:    860-273-6095
   Chief Strategy Officer &       Ethan.Slavin@CVSHealth.com
  

Chief Strategic Advisor to the CEO

investorinfo@cvshealth.com

     

FOR IMMEDIATE RELEASE

CVS Health Corporation Announces Pricing of Any and All Tender Offer

WOONSOCKET, RI, December 6, 2024 – CVS Health Corporation (“CVS Health”, NYSE: CVS) announced today the Reference Yield and Total Consideration (as summarized in the table below) to be paid in connection with the previously announced cash tender offer (the “Any and All Tender Offer”) for any and all of its 4.100% Senior Notes due 2025 (the “Any and All Notes”).

The Reference Yield and Total Consideration for the Any and All Notes are summarized in the tables below:

Any and All Notes:

 

Title of Notes

  CUSIP
Number
  Original
Issuer
  Principal Amount
Outstanding
    Maturity
Date
  UST Reference
Security
  Bloomberg Reference
Page
  Fixed Spread
(bps)
  Reference
Yield
    Total Consideration(1)  

4.100% Senior Notes due 2025

  126650CW8   CVS Health
Corporation
  $ 950,087,000     3/25/2025   3.875% due 3/31/2025   FIT3   +25 bps     4.434   $ 998.22  

 

(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 Any and All Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 2, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a more detailed description of the Any and All Tender Offer. Copies of the Offer to Purchase and the form of notice of guaranteed delivery with respect to the Any and All Notes (“Notice of Guaranteed Delivery”) are available at www.dfking.com/cvs. The Any and All Tender Offer is open to all registered holders (individually, a “Holder” and collectively, the “Holders”) of the Any and All Notes.

The Total Consideration for each $1,000 principal amount of the Any and All Notes was determined in the manner described in the Offer to Purchase by reference to the fixed spread set forth in the table above plus the yield to maturity of the UST Reference Security set forth in the table above on the bid-side price of such UST Reference Security as of 11:00 a.m., New York City time, on December 6, 2024.

Any and All Notes validly tendered and not validly withdrawn, or in respect of which a properly completed and duly executed Notice of Guaranteed Delivery is delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase (the “Guaranteed Delivery Procedures”), at or prior to 5:00 p.m., New York City time, on December 6, 2024 (such date and time, as it may be extended, the “Any and All Expiration Date”) (unless earlier terminated by CVS Health as described in the Offer to Purchase), that are accepted for purchase will receive the Total Consideration for the Any and All Notes.

The settlement date for the Any and All Notes validly tendered at or prior to the Any and All Expiration Date, or validly tendered pursuant to the Guaranteed Delivery Procedures, and accepted for purchase is expected to be December 11, 2024, the third business day following the Any and All Expiration Date (the “Any and All Settlement Date”).

In addition to the Total Consideration for the Any and All Notes, Holders of the Any and All Notes accepted for purchase will receive accrued and unpaid interest (“Accrued Interest”) on those Any and All Notes from the last interest payment date with respect to those Any and All Notes to, but not including, the Any and All Settlement Date.


Holders who tender their Any and All Notes at or prior to 5:00 p.m., New York City time, on December 6, 2024 (such date and time, as it may be extended, the “Any and All Withdrawal Deadline”) may withdraw such tendered Any and All Notes at any time at or prior to the Any and All Withdrawal Deadline. Following the Any and All Withdrawal Deadline, Holders who have tendered their Any and All Notes may not withdraw such Any and All Notes unless CVS Health is required to extend withdrawal rights under applicable law.

CVS Health expressly reserves the right, in its sole discretion, subject to applicable law, to amend, extend or terminate the Any and All Tender Offer at any time prior to the Any and All Expiration Date. The Any and All Tender Offer is not conditioned on any minimum principal amount of Any and All Notes being tendered but the Any and All Tender Offer is subject to a financing condition and certain other general conditions as described in the Offer to Purchase.

CVS Health has retained Barclays Capital Inc. and Mizuho Securities USA 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 and, in connection with the Any and All Notes, the Notice of Guaranteed Delivery 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 (800) 487-4870 (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 Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7741. 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 a leading health solutions company building a world of health around every consumer it serves and connecting care so that it works for people wherever they are. As of September 30, 2024, the Company had more than 9,000 retail locations, more than 900 walk-in medical clinics, more than 225 primary care medical clinics, a leading pharmacy benefits manager with approximately 90 million plan members and expanding specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per year. The Company also serves an estimated more than 36 million people through traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company is creating new sources of value through its integrated model allowing it to expand into personalized, technology driven care delivery and health services, increasing access to quality care, delivering better health outcomes and lowering overall health care costs.

 

2


Forward-Looking Statements

This press release contains 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. 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 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 Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 and our 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.

 

3

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Document and Entity Information
Dec. 06, 2024
Cover [Abstract]  
Entity Registrant Name CVS HEALTH Corp
Amendment Flag false
Entity Central Index Key 0000064803
Document Type 8-K
Document Period End Date Dec. 06, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-01011
Entity Tax Identification Number 05-0494040
Entity Address, Address Line One One CVS Drive
Entity Address, City or Town Woonsocket
Entity Address, State or Province RI
Entity Address, Postal Zip Code 02895
City Area Code (401)
Local Phone Number 765-1500
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Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol CVS
Security Exchange Name NYSE
Entity Emerging Growth Company false

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