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Investor Susie Lisa, CFA Media T.J. Crawford Contact: Senior Vice President Contact: Vice President Investor Relations External Affairs (401) 770-4050 (212) 457-0583 FOR IMMEDIATE RELEASE CVS Health Corporation Announces

Key Takeaway: FOR IMMEDIATE RELEASE CVS Health Corporation Announces Early Results and Upsize of Previously Announced Cash Tender Offer to an Aggregate Principal Amount of $2,049,919,000 from $2,000,000,000 WOONSOCKET, RI, August 23, 2021 CVS Health Corporation ( CVS Health , NYSE: CVS) ann

Full Press Release Details

Investor Susie Lisa, CFA Media T.J. Crawford
Contact: Senior Vice President Contact: Vice President
Investor Relations External Affairs
(401) 770-4050 (212) 457-0583
FOR IMMEDIATE RELEASE
CVS Health Corporation Announces Early Results and Upsize of Previously Announced Cash Tender Offer
to an Aggregate Principal Amount of $2,049,919,000 from $2,000,000,000
WOONSOCKET, RI, August 23, 2021 CVS Health Corporation ( CVS Health , NYSE: CVS) announced today the early results of the previously announced cash tender offer (the Tender Offer ) and that it is amending the Tender Offer by increasing the aggregate principal amount to $2,049,919,000 (as increased and amended, the Maximum Amount ) from $2,000,000,000, of its 4.300% Senior Notes due 2028 (the Notes ).
The Maximum Amount represents the principal amount of the Notes subject to the Tender Offer and excludes any Accrued Interest (as defined below) or Early Tender Payment (as defined below). The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 9, 2021 (as amended or supplemented from time to time, the Offer to Purchase ), which sets forth a detailed description of the Tender Offer. The Tender Offer is open to all registered holders (individually, a Holder and collectively, the Holders ) of the Notes.
Title of Notes CUSIP Number Early Tender Payment (1) Principal Amount Outstanding Principal Amount Tendered Principal Amount Expected to be Accepted for Purchase (2)
4.300% Senior Notes due 2028 126650 CX6 $30 $ 7,049,919,000 $ 3,353,427,000 $ 2,049,919,000
The consideration to be paid in the Tender Offer for the Notes validly tendered and expected to be accepted for purchase as described in the Offer to Purchase (the Total Consideration ) will be determined at 9:00 a.m., New York City time, on August 23, 2021.
As of 5:00 p.m., New York City time, on August 20, 2021 (the Early Tender Date ), as reported by D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offer, the principal amount of the Notes listed in the table above have been validly tendered and not validly withdrawn. The Withdrawal Deadline of 5:00 p.m., New York City time, on August 20, 2021 has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn.
CVS Health expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on August 24, 2021 (the Early Settlement Date ), subject to proration. Because the aggregate principal amount of Notes validly tendered exceeds the Maximum Amount, CVS Health expects that it will accept validly tendered Notes on a prorated basis in accordance with the Offer to Purchase.
Because CVS Health expects to accept for purchase the Maximum Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offer after the Early Settlement Date. As described in the Offer to Purchase, all Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder s account.
Holders of all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase are eligible to receive the Total Consideration, which includes the Early Tender Payment of $30 per $1,000 principal amount of Notes tendered at or prior to the Early Tender Date (the Early Tender Payment ). In addition to the Total Consideration, Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date ( Accrued Interest ).
CVS Health expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Date. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered but the Tender Offer is subject to certain conditions as described in the Offer to Purchase.
CVS Health has retained Barclays Capital Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC to act as Dealer Managers for the Tender Offer. D.F. King & Co., Inc. has been retained to act as the Tender and Information Agent for the Tender Offer. Requests for assistance relating to the procedures for tendering Notes may be directed to the Tender and Information Agent either by email at cvs@dfking.com, or by phone (212) 269-5550 (for banks and brokers only) or (800) 549-6746 (for all others toll free). Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to Barclays Capital Inc. at (212) 528-7581 (collect) or (800) 438-3242 (toll free), Goldman Sachs & Co. LLC at (212) 902-5962 (collect) or (800) 828-3182 (toll free) and Wells Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316 (toll free) or via email at liabilitymanagement@wellsfargo.com. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
About CVS Health
CVS Health is the leading health solutions company, delivering care in ways no one else can. We reach more people and improve the health of communities across America through our local presence, digital channels and our nearly 300,000 dedicated colleagues including more than 40,000 physicians, pharmacists, nurses, and nurse practitioners. Wherever and whenever people need us, we help them with their health whether that s managing chronic diseases, staying compliant with their medications, or accessing affordable health and wellness services in the most convenient ways. We help people navigate the health care system and their personal health care by improving access, lowering costs and being a trusted partner for every meaningful moment of health. And we do it all with heart, each and every day. Learn more at www.cvshealth.com.
Cautionary Statement Concerning Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the heading Cautionary Statement Concerning Forward-Looking Statements in our most recently filed Annual Report on Form 10-K, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 and our recently filed Current Reports on Form 8-K.
You are cautioned not to place undue reliance on CVS Health s forward-looking statements. CVS Health s forward-looking statements are and will be based upon management s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. CVS Health does not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise.
Last updated: Aug 23, 2021