WOONSOCKET, R.I., Sept. 22, 2015 /PRNewswire/ -- CVS Health
Corporation ("CVS Health", NYSE:CVS) announced today that is has
commenced (A) private exchange offers ("Exchange Offers") to
Eligible Holders (as defined below) to exchange new 4.75% Senior
Notes due 2022 (the "New CVS Health 2022 Notes") and new 5.00%
Senior Notes due 2024 (the "New CVS Health 2024 Notes" and,
together with the New CVS Health 2022 Notes, the "New CVS Health
Notes"), in each case issued by CVS Health, and cash payments for
the 4.75% Senior Notes due 2022 (the "Existing Omnicare 2022
Notes") and the 5.00% Senior Notes due 2024 (the "Existing Omnicare
2024 Notes" and, together with the Existing Omnicare 2022 Notes,
the "Existing Omnicare Notes"), in each case issued by Omnicare,
Inc. ("Omnicare"), which was recently acquired by CVS Health, and
(B) a solicitation of consents (the "Consent Solicitations") from
Eligible Holders of Existing Omnicare Notes to proposed amendments
that would eliminate substantially all restrictive covenants and
certain events of default and other provisions of the indentures
under which such Existing Omnicare Notes were issued (the "Proposed
Amendments").
The consent of the Eligible Holders of a majority of the
aggregate principal amount of the Existing Omnicare Notes
outstanding of both series will be required in order to approve the
Proposed Amendments for each series (the "Requisite Consents"). If
the Requisite Consents are only obtained in respect of one series
of Existing Omnicare Notes, CVS Health may, in its sole discretion,
waive the requirement that the Requisite Consents be obtained in
respect of both series of Existing Omnicare Notes and adopt the
Proposed Amendments and consummate the Exchange Offer only in
respect of such series of Existing Omnicare Notes for which
Requisite Consents have been received.
Each Exchange Offer and Consent Solicitation will expire at
11:59 p.m., New York City time, on October 20, 2015, unless extended (as it may be
extended, the "Expiration Date").
For each $1,000 principal amount
of Existing Omnicare Notes validly tendered at or prior to
5:00 p.m., New York City time, on October 5, 2015, unless extended (as it may be
extended, the "Early Tender Date") and not validly withdrawn,
Eligible Holders of Existing Omnicare Notes will be eligible to
receive the applicable total exchange consideration set out in the
table below (the "Total Exchange Consideration"), which includes
the applicable early tender premium set out in such table (the
"Early Tender Premium"), on the Early Settlement Date, which is
expected to be October 9, 2015.
For each $1,000 principal amount
of Existing Omnicare Notes validly tendered after the Early Tender
Date but prior to the Expiration Date and not validly withdrawn,
Eligible Holders of Existing Omnicare Notes will be eligible to
receive only the applicable Exchange Consideration set out in the
table below.
Title of
Series
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Exchange
Consideration(1)
|
Early Tender
Premium(1)
|
Total Exchange
Consideration(1)(2)
|
4.75% Senior Notes
due 2022
|
681904AS7
|
$400,000,000
|
$970 principal amount
of New CVS Health 2022 Notes and $2.50 in cash
|
$30 principal amount
of New CVS Health 2022 Notes
|
$1,000 principal
amount of New CVS Health 2022 Notes and $2.50 in cash
|
5.00% Senior Notes
due 2024
|
681904AT5
|
$300,000,000
|
$970 principal amount
of New CVS Health 2024 Notes and $2.50 in cash
|
$30 principal amount
of New CVS Health 2024 Notes
|
$1,000 principal
amount of New CVS Health 2024 Notes and $2.50 in cash
|
(1) For each $1,000 principal
amount of Existing Omnicare Notes, subject to any rounding as
described in the Offering Memorandum (as defined below).
(2) Includes Early Tender Premium.
The New CVS Health Notes delivered in exchange for validly
tendered Existing Omnicare Notes will bear interest from (and
including) the most recent interest payment date on the Existing
Omnicare Notes. No cash interest will be paid in connection with
the Exchange Offers with respect to the Existing Omnicare Notes
tendered for exchange in the Exchange Offers.
Tenders of Existing Omnicare Notes may be validly withdrawn at
any time on or prior to 5:00 p.m.,
New York City time, on
October 5, 2015, unless extended,
except in certain limited circumstances as set forth in a
confidential offering memorandum and consent solicitation statement
dated September 22, 2015 (the
"Offering Memorandum").
The consummation of the Exchange Offers is subject to, and
conditional upon, the satisfaction or, where permitted, waiver of
certain conditions discussed in the Offering Memorandum.
The New CVS Health Notes have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
other applicable securities laws and, unless so registered, the New
CVS Health Notes may not be offered, sold, pledged or otherwise
transferred within the United
States or to or for the account or benefit of any U.S.
person, except pursuant to an exemption from the registration
requirements of the Securities Act. Accordingly, the Exchange
Offers will only be made (i) to qualified institutional buyers
pursuant to Rule 144A under the Securities Act and (ii) to non-U.S.
persons outside the United States
in reliance on Regulation S under the Securities Act (collectively,
"Eligible Holders").
The complete terms and conditions of the Exchange Offers and the
Consent Solicitations, as well as the terms of the New CVS Health
Notes, are set forth in the Offering Memorandum and a related
letter of transmittal and consent. The Offering Memorandum and
related letter of transmittal and consent will only be made
available to holders who complete an eligibility letter confirming
their status as Eligible Holders. Holders of Existing Omnicare
Notes who wish to receive a copy of the eligibility letter for the
Exchange Offers may contact D.F.
King & Co., Inc. toll free at (800) 814-9324, (212)
269-5550 (banks and brokerage firms) or at
www.dfking.com/Omnicare.
This press release does not constitute an offer to sell or a
solicitation of any offer to buy any securities, nor shall there be
any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This press release is being issued pursuant to Rule 135c under the
Securities Act.
About CVS Health
CVS Health (NYSE: CVS) is a pharmacy innovation company helping
people on their path to better health. Through its more than 7,800
retail drugstores, nearly 1,000 walk-in medical clinics, a leading
pharmacy benefits manager with more than 70 million plan members,
and expanding specialty pharmacy services, CVS Health enables
people, businesses and communities to manage health in more
effective ways. This unique integrated model increases access to
quality care, delivers better health outcomes and lowers overall
health care costs.
Cautionary Statement Concerning Forward Looking
Statements
This release contains certain "forward looking statements"
within the meaning of the federal securities laws. In addition, the
Company and its representatives may, from time to time, make
written or verbal forward looking statements, including statements
contained in the Company's filings with the SEC and in its reports
to stockholders, press releases, webcasts, conference calls,
meetings and other communications. Generally, the inclusion of the
words "believe," "expect," "intend," "estimate," "project,"
"anticipate," "will," "should" and similar expressions identify
statements that constitute forward looking statements. All
statements addressing operating performance of CVS Health or any
subsidiary, events or developments that the Company expects or
anticipates will occur in the future, including statements relating
to corporate strategy; revenue growth; earnings or earnings per
common share growth; adjusted earnings or adjusted earnings per
common share growth; free cash flow; debt ratings; inventory
levels; inventory turn and loss rates; store development;
relocations and new market entries; retail pharmacy business, sales
trends and operations; pharmacy business management business, sales
trends and operations; the Company's ability to attract or retain
customers and clients; Medicare Part D competitive bidding,
enrollment and operations; new product development; and the impact
of industry developments, as well as statements expressing optimism
or pessimism about future operating results or events, are forward
looking statements within the meaning of the federal securities
laws.
The 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. The Company undertakes no obligation to
update or revise any forward looking statements, whether as a
result of new information, future events, or otherwise.
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SOURCE CVS Health Corporation