CVS Health upsizes oversubscribed tender offer, will prorate

Chicago, Aug. 23 – CVS Health Corp. announced the early results of its capped tender offer of its 4.3% senior notes due 2028 (Cusip: 126650CX6), according to a press release.

The offer was upsized so that the company can accept $2,049,919,000 of the notes, raised from an initial $2 billion.

However, tenders will still be prorated from the $3,353,427,000 tendered of the $7,049,919,000 principal amount outstanding at the beginning of the tender offer.

Pricing for the offer will be set on Monday at 9 a.m. ET using the 1.625% U.S. Treasury due May 15, 2031 plus a 35 basis points fixed spread.

Noteholders who tendered by the early deadline of 5 p.m. ET on Aug. 20 will also be eligible to receive an early tender payment of $30 per $1,000 note.

At pricing, if the total consideration determined is less than $1,000 per $1,000 principal amount of the notes, then the total consideration will be calculated to the stated maturity date and not to the first par call date for the notes.

Interest will also be paid to the settlement date.

Settlement for early tenders is expected for Aug. 24.

The early deadline was also the withdrawal deadline.

The expiration time for the offer is 11:59 p.m. ET on Sept. 3. However, no additional notes will be purchased as the cap has been exceeded by the early deadline.

Final settlement was planned for Sept. 8.

Barclays (212 528-7581, 800 438-3242), Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182) and Wells Fargo Securities, LLC (704 410-4759, liabilitymanagement@wellsfargo.com) are the dealer managers.

D.F. King & Co., Inc. is the information and tender agent for the offer (800 549-6746, 212 269-5550, cvs@dfking.com).

CVS is a Woonsocket, R.I.-based retail pharmacy operator and pharmacy benefits manager.

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