CVS Health Corporation has disclosed the Reference Yield and Total Consideration for its previously announced cash tender offer (the “Any and All Tender Offer”) targeting its 4.100% Senior Notes due 2025 (the “Any and All Notes”). This tender offer is being conducted under the terms detailed in the Offer to Purchase dated December 2, 2024, which may be amended or supplemented.
Key Details of the Tender Offer
The Total Consideration per $1,000 principal amount of the Any and All Notes has been calculated based on a fixed spread and the yield to maturity of the U.S. Treasury Reference Security, as of 11:00 a.m. (New York City time) on December 6, 2024.
Holders who tender their notes by 5:00 p.m., New York City time, on December 6, 2024 (the “Expiration Date”) or submit a properly completed Notice of Guaranteed Delivery will qualify for the Total Consideration, provided their tendered notes are accepted. The expected Settlement Date for accepted notes is December 11, 2024.
Accrued Interest and Withdrawal Rights
In addition to the Total Consideration, accepted Holders will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date.
Holders may withdraw their tendered notes at any time prior to the Withdrawal Deadline at 5:00 p.m., New York City time, on December 6, 2024. After this deadline, withdrawals will only be permitted if required by applicable law.
Additional Provisions
CVS Health reserves the right to amend, extend, or terminate the tender offer at its discretion, subject to legal requirements. The offer is not contingent on a minimum principal amount being tendered but is subject to a financing condition and other general terms outlined in the Offer to Purchase.
Dealer Managers and Contact Information
Barclays Capital Inc. and Mizuho Securities USA LLC are acting as Dealer Managers for the tender offer. D.F. King & Co., Inc. has been appointed as the Tender and Information
Important Disclosures
This announcement is for informational purposes only and does not constitute an offer to sell or purchase securities. The tender offer is being conducted solely according to the terms outlined in the Offer to Purchase. CVS Health and its agents do not provide recommendations regarding whether Holders should participate in the offer. Holders are encouraged to consult their financial and tax advisors before making a decision.
