CVS Caremark Corporation Announces Early Results of Tender Offers
CVS Caremark Corporation (NYSE: CVS) announced today the early tender results, applicable Reference Yields and consideration payable in connection with its previously announced cash tender offers (the "Tender Offers") commenced on November 26, 2012 for (1) any and all of its 6.60% Senior Notes due 2019 (the "Any and All Notes") and (2) up to a maximum amount of its 6.125% Senior Notes due 2016 and 5.750% Senior Notes due 2017 (collectively, the "Maximum Tender Offer Notes" and together with the Any and All Notes, the "Notes").
In addition, CVS Caremark has amended the terms of the Tender Offers to increase the Maximum Tender Offer Amount such that the maximum aggregate principal amount of the Maximum Tender Offer Notes tendered and accepted for purchase will be equal to $1,325,000,000 less the aggregate principal amount of the Any and All Notes tendered and accepted for purchase. Other than the increase to the Maximum Tender Offer Amount, all other terms and conditions of the Tender Offers, as previously announced, remain unchanged. The Tender Offers are being made solely pursuant to CVS Caremark's Offer to Purchase dated November 26, 2012, as amended or supplemented (the "Offer to Purchase").
Dave Denton, Executive Vice President and Chief Financial Officer stated: "Through this transaction as well as our recent debt issuance, we are taking advantage of the current favorable interest rate environment. This debt refinancing will enhance our long-term debt structure and decrease our interest expense going forward."
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on December 7, 2012 (the "Early Tender Date"), the principal amounts of the Notes listed in the table below had been validly tendered and not validly withdrawn. The table below also sets forth for each series of Notes, among other things, the applicable Reference Yield and Total Consideration payable for each $1,000 in principal amount of Notes tendered and accepted for purchase pursuant to the Tender Offers:
Title of Notes CUSIP Number Principal Amount Outstanding Principal Amount Tendered Acceptance Priority Level UST Reference Security Reference Yield Fixed Spread (bps) Early Tender Payment(1)
Consideration(1)(2) Accrued Interest(1) Any and All Notes: 6.60% Senior Notes due 2019 126650BN9 $1,000,000,000 $602,958,000 1 1.625% U.S. Treasury Notes due 11/15/2022 1.628% -15 $30 $1,305.20 $15.77(3)
Maximum Tender Offer Notes: 6.125% Senior Notes due 2016 126650BE9 $ 700,000,000 $278,619,000 2 0.750% U.S. Treasury Notes due 10/31/2017 0.615% 10 $30 $1,193.83 $22.29(4)
5.750% Senior Notes due 2017 126650BH2 $1,750,000,000 $851,533,000 3 0.750% U.S. Treasury Notes due 10/31/2017 0.615% 25 $30 $1,211.88 $ 3.99(4)
(1) Per $1,000 principal amount of Notes tendered and accepted for purchase. (2) Based on the Reference Yield of the applicable UST Reference Security as of 2:00 p.m., New York City time on December 7, 2012 as determined by the Dealer Managers, and excludes accrued and unpaid interest. The Total Consideration includes the Early Tender Payment. (3) Based on a Settlement Date of December 11, 2012. (4) Based on a Settlement Date of December 26, 2012.
Acceptance of tendered Notes may be subject to priority and proration as described in the Offer to Purchase. Following the Expiration Date, any validly tendered Notes that are not purchased pursuant to a Tender Offer will be promptly returned to the tendering Holders. Definitive tender offer results will not be available until after the Tender Offers expire at 11:59 p.m., New York City time, on December 21, 2012 (such date and time, as may be extended, the "Expiration Date").
Holders of Notes validly tendered and not withdrawn at or prior to the Early Tender Date and accepted for purchase will be eligible to receive the applicable Total Consideration listed in the table above, which includes the applicable Early Tender Payment (as defined in the Offer to Purchase). Holders of Notes validly tendered and not withdrawn after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase will be eligible to receive the applicable Tender Offer Consideration, namely the applicable Total Consideration minus the applicable Early Tender Payment specified in the table above. In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive Accrued Interest (as defined in the Offer to Purchase) on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as defined in the Offer to Purchase).
The Withdrawal Deadline has passed and has not been extended. Holders of Notes who validly tendered their Notes prior to the Withdrawal Deadline, and Holders of Notes who validly tender their Notes after the Withdrawal Deadline but on or prior to the Expiration Date, may not withdraw their tendered Notes unless we are required to extend withdrawal rights under applicable law.
CVS Caremark also announced its election, with respect to the Any and All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, to make payment for such Any and All Notes on December 11, 2012 (the "Early Settlement Date"). Payment for the Maximum Tender Offer Notes validly tendered and accepted pursuant to the Maximum Tender Offers, and for the Any and All Notes validly tendered at or prior to the Expiration Date and not already purchased on the Early Settlement Date, will be made promptly following acceptance after the Expiration Date (the "Final Settlement Date"). The Final Settlement Date is expected to be on December 26, 2012.
The Tender Offers are conditioned upon certain conditions described in the Offer to Purchase. CVS Caremark expressly reserves the right, in its sole discretion, subject to applicable law, to amend, extend or terminate any Tender Offer at any time prior to the Expiration Date. The Tender Offers are not conditioned on any minimum principal amount of Notes being tendered.
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