CVS Health Corporation (NYSE: CVS) has announced the commencement of cash tender offers for certain outstanding senior notes. These tender offers are being made for two categories of notes: the 4.100% Senior Notes due 2025 and a selection of additional notes under the Maximum Tender Offer.
The cash tender offers include the following:
- Any and All Tender Offer – CVS Health will buy any and all of its 4.100% Senior Notes due 2025. There is approximately $950 million of these notes outstanding, and the offer for these notes will continue until December 6, 2024, at 5:00 p.m. New York City time. These notes will receive the Total Consideration if accepted for purchase.
- Maximum Tender Offer – CVS Health will also buy up to $2 billion worth of additional senior notes across various series, with purchases subject to proration. The total maximum amount is calculated by subtracting the purchase price for the Any and All Notes from the $2 billion cap. These include notes issued by both CVS Health and its subsidiary, Aetna Inc. The specific notes being targeted in the Maximum Tender Offer include 2.700% Senior Notes due 2040, 3.875% Senior Notes due 2047 (Aetna), 4.250% Senior Notes due 2050, 4.125% Senior Notes due 2042 (Aetna), and others. These notes will be accepted based on an acceptance priority level, with early tender payments available for those who submit tenders before the Early Tender Date of December 13, 2024.
CVS Health’s goal with these tender offers is to retire a portion of its outstanding debt. The company plans to finance the purchases with proceeds from a new issuance of subordinated debt securities, which it anticipates issuing after the tender offers.
The total consideration for the notes will be determined by the yield to maturity of the applicable U.S. Treasury reference security, plus a fixed spread. For notes tendered by the Early Tender Date, an early tender payment will be added. For notes submitted after the Early Tender Date but before the final expiration date, only the base consideration will be paid, without the early payment.
The settlement date for the Any and All Notes is expected to be December 11, 2024, with an early settlement date for some of the Maximum Tender Offer Notes possibly occurring as soon as December 18, 2024. If additional Maximum Tender Offer Notes are tendered after the early settlement, the final settlement will occur on or around December 31, 2024.
The offer includes provisions for holders to withdraw their tendered notes under certain conditions. For the Any and All Notes, the withdrawal deadline is December 6, 2024, and for the Maximum Tender Offer Notes, it is December 13, 2024.
Barclays Capital Inc. and Mizuho Securities USA LLC are serving as dealer managers for the tender offers, and D.F. King & Co., Inc. is acting as the tender and information agent.
This announcement does not constitute an offer to sell or purchase securities in any jurisdiction where such an offer would be unlawful. Holders are encouraged to carefully review all materials related to the tender offers and consult their own advisors before deciding whether to participate.
About CVS Health
CVS Health is a leading health solutions company focused on delivering care through its integrated model, which combines retail locations, walk-in medical clinics, pharmacy benefits management, and insurance products. The company serves millions of people, offering services ranging from traditional pharmacy care to personalized, technology-driven health solutions. With more than 9,000 retail locations and over 900 medical clinics, CVS Health is expanding its footprint in the healthcare sector, aiming to improve access to care, health outcomes, and reduce overall healthcare costs.
