WOONSOCKET, R.I., December 16, 2024 — CVS Health Corporation (“CVS Health®”, NYSE: CVS) announced today the early results of the previously announced cash tender offer (the “Maximum Tender Offer”) for the maximum principal amount of the following series of Maximum Tender Offer Notes (as defined below) for which the aggregate purchase price, not including Accrued Interest (as defined below), payable in respect of such Maximum Tender Offer Notes, does not exceed $1,774,423,242.62 (such maximum purchase price, the “Maximum Tender Offer Amount”): its 2.700% Senior Notes due 2040, the 3.875% Senior Notes due 2047 issued by its wholly-owned subsidiary Aetna Inc. (“Aetna”), its 4.250% Senior Notes due 2050, the 4.125% Senior Notes due 2042 issued by Aetna, its 4.125% Senior Notes due 2040, its 2.125% Senior Notes due 2031, its 1.875% Senior Notes due 2031, its 5.050% Senior Notes due 2048, the 4.500% Senior Notes due 2042 issued by Aetna and its 1.750% Senior Notes due 2030 (together, the “Maximum Tender Offer Notes”).
As of 5:00 p.m., New York City time, on December 13, 2024 (the “Early Tender Date”), as reported by D.F. King & Co., Inc., the Tender and Information Agent for the Maximum Tender Offer, the principal amounts of the Maximum Tender Offer Notes listed in the tables below have been validly tendered and not validly withdrawn. The Maximum Tender Offer Withdrawal Deadline of 5:00 p.m., New York City time, on December 13, 2024 has passed and, accordingly, Maximum Tender Offer Notes validly tendered in the Maximum Tender Offer may no longer be withdrawn. The Maximum Tender Offer was made pursuant to the terms and conditions set forth in the Offer to Purchase dated December 2, 2024 (as amended or supplemented from time to time, the “Offer to Purchase”).
CVS Health announced its election, with respect to the Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, to accept for purchase and make payment for such Maximum Tender Offer Notes on December 18, 2024 (the “Early Settlement Date”), subject to the acceptance priority levels applicable to the relevant series as described in the Offer to Purchase.
Because CVS Health expects to accept for purchase, subject to proration, the Maximum Tender Offer Amount of the Maximum Tender Offer Notes, no additional Maximum Tender Offer Notes are expected to be purchased pursuant to the Maximum Tender Offer after the Early Settlement Date. As described in the Offer to Purchase, Maximum Tender Offer Notes tendered and not accepted for purchase will be promptly returned to the tendering Holders.
The total consideration (the “Total Consideration”) payable by CVS Health for the Maximum Tender Offer Notes will be a price per $1,000 principal amount calculated as described in the Offer to Purchase in a manner intended to result in a yield to maturity or first par call date, as the case may be, equal to the sum of the yield to maturity of the applicable U.S. Treasury reference security specified in the table below as determined at 10:00 a.m., New York City time, on December 16, 2024 and the fixed spread shown in the table below. Holders of all Maximum Tender Offer Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Date and that are accepted for purchase will receive the applicable Total Consideration, which includes the applicable Early Tender Payment of $30 per $1,000 principal amount of Maximum Tender Offer Notes tendered at or prior to the Early Tender Date. In addition to the applicable Total Consideration, Holders of Maximum Tender Offer Notes accepted for purchase will receive accrued and unpaid interest (“Accrued Interest”) on those Maximum Tender Offer Notes from the last interest payment date with respect to those Maximum Tender Offer Notes to, but not including, the Early Settlement Date.
Maximum Tender Offer Notes:
