CVS Health Corporation Announces Expiration of Exchange Offers and Consent Solicitations

WOONSOCKET, R.I., Oct. 21, 2015 /PRNewswire/ -- CVS Health Corporation ("CVS Health", NYSE: CVS) announced today the expiration at 11:59 p.m., New York City time, on October 20, 2015 (the "Expiration Date"), of its previously announced (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) 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 complete terms and conditions of the Exchange Offers and the Consent Solicitations are set forth in a confidential offering memorandum and consent solicitation statement dated September 22, 2015 (the "Offering Memorandum").

As of the Expiration Date, according to D.F. King & Co., Inc., the exchange agent for the Exchange Offers, the aggregate principal amount of Existing Omnicare 2022 Notes validly tendered and not validly withdrawn after 5:00 p.m., New York City time, on October 5, 2015 (the "Early Tender Date") but at or prior to the Expiration Date was $2,565,000, and the aggregate principal amount of Existing Omnicare 2024 Notes validly tendered and not validly withdrawn after the Early Tender Date but at or prior to the Expiration Date was $1,575,000.  Accordingly, an aggregate of $387,366,000 principal amount of Existing Omnicare 2022 Notes and an aggregate of $296,304,000 principal amount of Existing Omnicare 2024 Notes were validly tendered and not validly withdrawn pursuant to the Exchange Offers.

For each $1,000 principal amount of Existing Omnicare Notes validly tendered after the Early Tender Date and not validly withdrawn before the Expiration Date, Eligible Holders of Existing Omnicare Notes will be eligible to receive the applicable Exchange Consideration set out in the table below.  Payment is expected to be made on October 21, 2015 (the "Final Settlement Date") for such Existing Omnicare Notes accepted for purchase.

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.

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 were made only (i) to qualified institutional buyers as defined in 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"). 

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, a dedicated senior pharmacy care business serving more than one million patients per year, 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.

Publication of Issue Price of New CVS Health Notes Pursuant to Treas. Reg. Section 1.1273-2(f)(9)

CVS Health is publishing this notice, pursuant to the requirements of Treas. Reg. Section 1.1273-2(f) (the "Regulation"), with respect to the Exchange Offers. The Regulation requires the issuer of a debt instrument to determine whether the debt instrument is "publicly traded" as provided by the Regulation and, if so, the fair market value of the debt instrument. The Regulation also requires an issuer who has determined that a debt instrument is publicly traded to make that determination as well as the fair market value of the debt instrument (which can be stated as its "issue price") available to holders in a commercially reasonable fashion, including by electronic publication, within 90 days of the date of issue of the debt instrument.

Pursuant to the requirements of the Regulation, based on information reasonably available to CVS Health, CVS Health hereby notifies the holders of the New CVS Health Notes that it has determined that:

• Both the New CVS Health 2022 Notes and the New CVS Health 2024 Notes are "publicly traded" as provided by the Regulation;
• The issue price of the New CVS Health 2022 Notes was 111.24% of their principal amount; and
• The issue price of the New CVS Health 2024 Notes was 111.67% of their principal amount.

As provided by the Regulation, this determination is binding upon all holders of the New CVS Health Notes unless the holder explicitly discloses, in accordance with the requirements of the Regulation, that its determination is different from CVS Health's determination on the holder's timely filed U.S. federal income tax return for the taxable year that includes its acquisition date of the New CVS Health Notes.

This notice is only intended to fulfill CVS Health's notification obligation under the Regulation and does not constitute tax advice. CVS Health advises each holder of the New CVS Health Notes to consult their own tax advisers regarding the implications of this issue price notice on the determination of the holder's tax liabilities.

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SOURCE CVS Health Corporation