The Maximum Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 8, 2019 (as amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a more detailed description of the Maximum Tender Offers. Copies of the Offer to Purchase are available atwww.dfking.com/cvs. The Maximum Tender Offers are open to all registered holders (individually, a “Holder” and collectively, the “Holders”) of the Maximum Tender Offer Notes.
The Total Consideration for each $1,000 principal amount of the Maximum Tender Offer Notes other than the Floating Rate Notes was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread set forth in the tables above plus the yield to maturity of the applicable UST Reference Security set forth in the tables above on thebid-side price of such UST Reference Security as of 10:00 a.m., New York City time, on August 21, 2019.
Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on August 21, 2019 (the “Early Tender Date”) will be eligible to receive the applicable Total Consideration for the Maximum Tender Offer Notes, which includes the Early Tender Payment. The Maximum Tender Offer Notes validly tendered after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on September 5, 2019 (the “Maximum Tender Offer Expiration Date”) will be eligible to receive the applicable tender offer consideration, namely the applicable Total Consideration minus the Early Tender Payment specified in the tables above.
The settlement date for the Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be August 23, 2019, the second business day after the Early Tender Date (the “Early Settlement Date”). The settlement date for the Maximum Tender Offer Notes validly tendered after the Early Tender Date but at or prior to the Maximum Tender Offer Expiration Date and accepted for purchase is expected to be September 9, the second business day after the Maximum Tender Offer Expiration Date (the “Final Settlement Date” and together with the Early Settlement Date, each a “Settlement Date”), if either or both of the Maximum Tender Offer Amounts of applicable Maximum Tender Offer Notes is not purchased on such Early Settlement Date.
In addition to the Total Consideration for the Maximum Tender Offer Notes, Holders of the Maximum Tender Offer Notes accepted for purchase on the Early Settlement Date will receive accrued and unpaid interest (“Accrued Interest”) on those Maximum Tender Offer Notes from the last interest payment date with respect to those Maximum Tender Offer Notes to, but not including, the Early Settlement Date.
Holders who tender their Maximum Tender Offer Notes at or prior to 5:00 p.m., New York City time, on August 21, 2019 (such date and time, as it may be extended, the “Maximum Tender Offer Withdrawal Deadline”) may withdraw such tendered Maximum Tender Offer Notes at any time at or prior to the Maximum Tender Offer Withdrawal Deadline. Following the Maximum Tender Offer Withdrawal Deadline, Holders who have tendered their Maximum Tender Offer Notes (whether before, on or after the Maximum Tender Offer Withdrawal Deadline) may not withdraw such Maximum Tender Offer Notes unless CVS Health is required to extend withdrawal rights under applicable law.
CVS Health expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Maximum Tender Offers at any time prior to the Maximum Tender Offer Expiration Date. The Maximum Tender Offers are not conditioned on any minimum principal amount of Maximum Tender Offer Notes being tendered but the Maximum Tender Offers are subject to a financing condition and certain other general conditions as described in the Offer to Purchase.
CVS Health has retained Barclays Capital Inc. and Goldman Sachs & Co. LLC to act as Dealer Managers for the Tender Offers (as defined in the Offer to Purchase). D.F. King & Co., Inc. has been retained to act as the Tender and Information Agent for the Tender Offers. The Offer to Purchase may be accessed at the following link:http://www.dfking.com/cvs. Requests for assistance relating to the procedures for tendering Notes (as defined in the Offer to Purchase) may be directed to the Tender and Information Agent either by email atcvs@dfking.com, or by phone (212)269-5550 (for banks and brokers only) or (866)406-2283 (for all others toll free). Requests for assistance relating to the terms and conditions of the Tender Offers may be directed to Barclays Capital Inc. at (800)438-3242 (toll free) or (212)528-7581 (collect) or Goldman Sachs & Co. LLC at (800)828-3182 (toll free) or (212)902-2995 (collect). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
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