WOONSOCKET, R.I. — CVS Health Corporation ("CVS Health", NYSE: CVS) announced today that it has commenced cash tender offers (each, a "Tender Offer" and collectively, the "Tender Offers") for (i) up to $1,500,000,000 aggregate principal amount (the "2023 Notes Maximum Amount") of its 4.000% Senior Notes due 2023 and 3.700% Senior Notes due 2023 and the 2.800% Senior Notes due 2023 issued by its wholly-owned subsidiary, Aetna Inc. (collectively, the "2023 Notes") in the priorities set forth in the table below (the "2023 Notes Tender Offers"), (ii) up to $1,000,000,000 aggregate principal amount (the "2025 Notes Maximum Amount") of its 4.100% Senior Notes due 2025 and 3.875% Senior Notes due 2025 (the "2025 Notes") in the priorities set forth in the table below (the "2025 Notes Tender Offers") and (iii) up to $1,500,000,000 principal amount (the "2028 Notes Maximum Amount" and, together with the 2023 Notes Maximum Amount and the 2025 Notes Maximum Amount, the "Maximum Amounts") of its 4.300% Senior Notes due 2028 (the "2028 Notes", and, together with the 2023 Notes and the 2025 Notes, the "Notes"). Each group of Tender Offers that constitutes the 2023 Notes Tender Offers, the 2025 Notes Tender Offers or the 2028 Notes Tender Offer are referred to as the "Capped Tender Offers".
CVS Health 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 and/or to increase or decrease the Aggregate Maximum Amount (as defined below) and/or the Maximum Amounts, including pursuant to a Reallocation (as defined below), without extending withdrawal rights, subject to compliance with applicable law. If Holders tender more Notes in the Tender Offers than they expect to be accepted for purchase by CVS Health based on the Aggregate Maximum Amount and/or the Maximum Amounts and CVS Health subsequently accepts more than such Holders expected of such Notes tendered as a result of a change, increase or decrease of the Aggregate Maximum Amount and/or the Maximum Amounts, including pursuant to a Reallocation, such Holders will not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase.
The Tender Offers are summarized in the tables below: