CVS Health Corporation Announces Cash Tender Offers for Certain of its and Aetna’s Outstanding Notes
WOONSOCKET, R.I., Dec. 2, 2024 — CVS Health Corporation (“CVS Health” or the “Company,” NYSE: CVS) has announced the commencement of cash tender offers (the “Tender Offers,” and each a “Tender Offer”) for: (1) any and all of its 4.100% Senior Notes due 2025 (the “Any and All Notes”), and (2) the maximum principal amount of its various outstanding notes that include its 2.700% Senior Notes due 2040 and 3.875% Senior Notes due 2047, issued by its wholly owned subsidiary Aetna Inc. (“Aetna”). The aggregate purchase price payable for these Maximum Tender Offer Notes will not exceed $2,000,000,000 less the amount paid for the Any and All Notes validly tendered and accepted for purchase (the “Maximum Tender Offer Amount”). The Any and All Notes and the Maximum Tender Offer Notes are collectively referred to as the “Notes.”
The Tender Offers are made under the terms set forth in the Offer to Purchase dated December 2, 2024, which provides a detailed description of the Tender Offers. The Tender Offers are available to all registered holders (individually, a “Holder”; collectively, the “Holders”) of the Notes and aim to reduce a portion of CVS Health’s outstanding debt. The Company plans to finance the Tender Offers with the proceeds from the issuance of subordinated debt securities (the “New Notes”) following this announcement.
Holders who tender their Any and All Notes by 5:00 p.m. New York City time on December 6, 2024 (the “Any and All Expiration Date”) will receive the Total Consideration if accepted for purchase. For the Maximum Tender Offer Notes, those tendered by 5:00 p.m. New York City time on December 13, 2024 (the “Early Tender Date”) will receive an amount that includes the Early Tender Payment. Notes tendered after this date until the Maximum Tender Offer Expiration Date, which is December 31, 2024, will receive only the applicable Tender Offer Consideration, which excludes the Early Tender Payment.
The Total Consideration for the Notes will be calculated based on specific criteria set forth in the Offer to Purchase, ensuring a yield to maturity. The estimated settlement date for Any and All Notes accepted during this offer is expected to be December 11, 2024, while those notes accepted for purchase from the Maximum Tender Offer may settle as early as December 18, 2024.
Holders can withdraw their Any and All Notes until the Any and All Withdrawal Deadline or their Maximum Tender Offer Notes until the Maximum Tender Offer Withdrawal Deadline. CVS Health retains the right to amend, extend, or terminate the Tender Offers in compliance with applicable laws based on conditions outlined in the Offer to Purchase.
The Tender Offers are not contingent on any minimum principal amount being tendered but are subject to specific general conditions. Holders are encouraged to carefully review all information in the Offer to Purchase and consult their investment advisers regarding their decisions whether or not to tender their Notes.
CVS Health serves as a leading health solutions company, focusing on building health around every consumer. As of September 30, 2024, the Company operates over 9,000 retail locations and has a robust offering through its pharmacy benefits manager and insurance products.
This announcement contains forward-looking statements. These statements entail risks and uncertainties and actual results may differ from those anticipated. CVS Health does not undertake to update any forward-looking statements except as required by law.
