Issuer: | CVS Caremark Corporation (“CVS Caremark”) | |
Description of Securities: | $1,750,000,000 Floating Rate Senior Notes due June 1, 2010 (“2010 Notes”) | |
| $1,750,000,000 5.750% Senior Notes due June 1, 2017 (“2017 Notes”) | ||
| $1,000,000,000 6.250% Senior Notes due June 1, 2027 (“2027 Notes”) | ||
Security Type: | Senior Notes | |
Legal Format: | SEC Registered (Registration No. 333-143110) | |
Settlement Date: | May 25, 2007 (T+3) | |
Maturity Date: | 2010 Notes: June 1, 2010 | |
| 2017 Notes: June 1, 2017 | ||
| 2027 Notes: June 1, 2027 | ||
Issue Price: | 2010 Notes: 100.000% of principal amount | |
| 2017 Notes: 98.951% of principal amount | ||
| 2027 Notes: 99.086% of principal amount | ||
Coupon: | 2010 Notes: 3-Month LIBOR (Reuters Screen LIBOR01) plus 0.30% per annum | |
| 2017 Notes: 5.750% per annum | ||
| 2027 Notes: 6.250% per annum | ||
Benchmark: | 2010 Notes: 3-Month LIBOR | |
| 2017 Notes: 4.500% UST due May 15, 2017 | ||
| 2027 Notes: 4.500% UST due February 15, 2036 | ||
LIBOR Determination Date: | 2010 Notes: Second London banking day immediately preceding the first day of the relevant three-month interest period | |
Benchmark Treasury Strike: | 2017 Notes: 97-15+; 4.820% | |
| 2027 Notes: 92-22; 4.981% | ||
Spread to Benchmark Treasury: | 2017 Notes: 107 basis points (1.07%) | |
| 2027 Notes: 135 basis points (1.35%) | ||
Yield to Maturity: | 2017 Notes: 5.890% | |
| 2027 Notes: 6.331% | ||
Interest Payment Dates: | 2010 Notes: Each March 1, June 1, September 1, and December 1, beginning on September 1, 2007 | |
| 2017 Notes: Each June 1 and December 1, beginning on December 1, 2007 | ||
| 2027 Notes: Each June 1 and December 1, beginning on December 1, 2007 |
Day Count: | 2010 Notes: Actual / 360 | |
| 2017 Notes: 30 / 360 | ||
| 2027 Notes: 30 / 360 | ||
Redemption Provisions: | 2010 Notes: Not redeemable prior to December 1, 2008. On and after this date, CVS Caremark may redeem the notes in whole or in part at 100% of the principal amount redeemed plus accrued and unpaid interest | |
| 2017 Notes: Make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 20 basis points | ||
| 2027 Notes: Make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 25 basis points | ||
Change of Control: | Upon the occurrence of both (i) a change of control of CVS Caremark and (ii) a downgrade of the notes below an investment grade rating by each of Fitch Ratings, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services within a specified period, CVS Caremark will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase | |
Denominations: | $2,000 and integral multiples of $1,000 thereof | |
Gross Proceeds: | 2010 Notes: $1,750,000,000 | |
| 2017 Notes: $1,731,642,500 | ||
| 2027 Notes: $990,860,000 | ||
Underwriting Discounts and Commissions: | 2010 Notes: 0.400% | |
| 2017 Notes: 0.650% | ||
| 2027 Notes: 0.875% | ||
Net Proceeds After Underwriting Discounts and Commissions: | 2010 Notes: $1,743,000,000 | |
| 2017 Notes: $1,720,267,500 | ||
| 2027 Notes: $982,110,000 | ||
Use of Proceeds: | To repay Bridge Credit Facility borrowings (including to certain of the underwriters referenced below or their affiliates), a portion of commercial paper borrowings and for general corporate purposes |
Underwriters: | Lehman Brothers (bookrunner) | |
| Morgan Stanley (bookrunner) | ||
| Banc of America Securities (bookrunner) | ||
| BNY Capital Markets (bookrunner) | ||
| Wachovia Securities (bookrunner) | ||
| KeyBanc Capital Markets (senior co-manager) | ||
| LaSalle Capital Markets (senior co-manager) | ||
| SunTrust Robinson Humphrey (senior co-manager) | ||
| HSBC (co-manager) | ||
| Mizuho Securities USA Inc. (co-manager) | ||
| Piper Jaffray (co-manager) | ||
| Wells Fargo Securities (co-manager) | ||
| BB&T Capital Markets (co-manager) | ||
CUSIP Numbers: | 2010 Notes: 126650 BG4 | |
| 2017 Notes: 126650 BH2 | ||
| 2027 Notes: 126650 BJ8 | ||
Long-Term Debt Ratings: | Baa2 / BBB+ / BBB (Moody’s / S&P / Fitch) |
