CVS Health Corporation (NYSE: CVS) has announced the results of its previously disclosed cash tender offer (the “Any and All Tender Offer”) for its 4.100% Senior Notes due 2025 (the “Any and All Notes”). As of 5:00 p.m. New York City time on December 6, 2024, the principal amount of Any and All Notes that have been validly tendered and not withdrawn, or tendered through the guaranteed delivery procedures, has been confirmed by D.F. King & Co., Inc., the Tender and Information Agent for the offer.
To participate in the tender offer, holders of Any and All Notes must follow specific procedures, and for those who tendered through the Guaranteed Delivery Procedures, they have until 5:00 p.m. New York City time on December 10, 2024, to deliver the notes. This ensures that the participation is valid for the offer.
Additionally, CVS Health had previously launched its Maximum Tender Offer, running concurrently with the Any and All Tender Offer, which applies to the Maximum Tender Offer Notes. The maximum purchase price for the Maximum Tender Offer, excluding Accrued Interest, is set at $2 billion, less the aggregate amount already paid or payable for Any and All Notes. The purchase amount is subject to adjustment due to the outstanding Any and All Notes still subject to the Guaranteed Delivery Procedures.
For all validly tendered Any and All Notes, the holders will receive the Total Consideration, which is the specified payment amount, plus accrued interest up until the settlement date of the offer. However, for Any and All Notes tendered via the Guaranteed Delivery Procedures, the Accrued Interest will stop accruing as of the settlement date, which is expected to be December 11, 2024.
As of now, CVS Health expects to accept all validly tendered Any and All Notes and those delivered by the Guaranteed Delivery Procedures. The company plans to fund the purchase of the tendered notes through part of the proceeds from its recent issuance of 7.000% Series A Junior Subordinated Notes due 2055 and 6.750% Series B Junior Subordinated Notes due 2054 (the “New Notes”).
The settlement date for the validly tendered Any and All Notes is expected to be December 11, 2024, which will be the third business day following the expiration date. To manage the Tender Offers, CVS Health has retained Barclays Capital Inc. and Mizuho Securities USA LLC as Dealer Managers, while D.F. King & Co., Inc. will serve as the Tender and Information Agent.
The Tender Offer is governed by the Offer to Purchase document, which is available for holders to review. The Offer to Purchase outlines the terms of the offer, and any participation in the tender must be made in accordance with these terms.
This announcement does not constitute an offer to sell or purchase securities, nor does it solicit tenders. Holders are encouraged to review the Offer to Purchase carefully, consult their own advisers, and make informed decisions about whether to tender their notes.
CVS Health is a leading health solutions company, providing a wide range of services including retail locations, medical clinics, and pharmacy benefits management, among other health-related solutions. The company continues to expand its services to improve healthcare outcomes while lowering overall costs.
