Filed pursuant to Rule 433
Free Writing Prospectus dated March 26, 2020
Registration Statement No.:333-217596
CVS HEALTH CORPORATION
Pricing Term Sheet—March 26, 2020
$750,000,000 3.625% Senior Notes due 2027
$1,500,000,000 3.750% Senior Notes due 2030
$1,000,000,000 4.125% Senior Notes due 2040
$750,000,000 4.250% Senior Notes due 2050
Issuer: | CVS Health Corporation (the “Issuer”) | |
Description of Securities: | $750,000,000 3.625%Senior Notes due 2027 (“2027 Notes”) $1,500,000,000 3.750%Senior Notes due 2030 (“2030 Notes”) $1,000,000,000 4.125%Senior Notes due 2040 (“2040 Notes”) $750,000,000 4.250%Senior Notes due 2050 (“2050 Notes” and, together with the 2027 Notes, the 2030 Notes and the 2040 Notes, the “Notes”) | |
Maturity Dates: | April 1, 2027 for the 2027 Notes April 1, 2030 for the 2030 Notes April 1, 2040 for the 2040 Notes April 1, 2050 for the 2050 Notes | |
Settlement Date: | March 31, 2020 (T+3) | |
Extended Settlement: | It is expected that delivery of the Notes will be made, against payment of the Notes, on or about March 31, 2020, which will be the third business day in the United States following the date of pricing of the Notes. Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended, purchases or sales of securities in the secondary market generally are required to settle within two business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the Notes who wish to trade the Notes on the date of the Prospectus Supplement dated March 26, 2020 will be required, because the Notes initially will settle within three business days (T+3) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to March 31, 2020 should consult their advisors. | |
Issue Prices: | 99.822% of principal amount for the 2027 Notes 99.777% of principal amount for the 2030 Notes 98.314% of principal amount for the 2040 Notes 99.983% of principal amount for the 2050 Notes | |
Coupons: | 3.625% for the 2027 Notes 3.750% for the 2030 Notes 4.125% for the 2040 Notes 4.250% for the 2050 Notes | |
Benchmark Treasury: | 2027 Notes: 1.125% UST due February 28, 2027 2030 Notes: 1.500% UST due February 15, 2030 2040 Notes: 2.375% UST due November 15, 2049 2050 Notes: 2.375% UST due November 15, 2049 | |
Benchmark Treasury Price and Yield: | 2027 Notes:102-27; 0.704% 2030 Notes:106-12; 0.827% 2040 Notes:122-06; 1.451% 2050 Notes:122-06; 1.451% | |
Spread to Benchmark Treasury: | 2027 Notes: +295 basis points (2.95%) 2030 Notes: +295 basis points (2.95%) 2040 Notes: +280 basis points (2.80%) 2050 Notes: +280 basis points (2.80%) | |
Yield to Maturity: | 2027 Notes: 3.654% 2030 Notes: 3.777% 2040 Notes: 4.251% 2050 Notes: 4.251% | |
Interest Payment Dates: | Semiannually on April 1 and October 1, commencing on October 1, 2020. | |
Record Dates: | March 15 and September 15 | |
Optional Redemption Provisions: | 2027 Notes: Prior to February 1, 2027 (two months prior to the maturity date),make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after February 1, 2027, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2027 Notes being redeemed.
2030 Notes: Prior to January 1, 2030 (three months prior to the maturity date),make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after January 1, 2030, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2030 Notes being redeemed.
2040 Notes: Prior to October 1, 2039 (six months prior to the maturity date),make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after October 1, 2039, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2040 Notes being redeemed.
2050 Notes: Prior to October 1, 2049 (six months prior to the maturity date),make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 45 basis points. On or after October 1, 2049, redeemable at a redemption price equal to 100% of the aggregate principal amount of the 2050 Notes being redeemed. | |
Change of Control: | Upon certain change of control events, the Issuer will be required to make an offer to purchase the Notes in cash at a price equal to 101% of their aggregate principal amount. | |
Joint Book-Running Managers: | BARCLAYS CAPITAL INC. GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC BOFA SECURITIES, INC. WELLS FARGO SECURITIES, LLC | |
Co-Managers: | CITIGROUP GLOBAL MARKETS INC. MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. RBC CAPITAL MARKETS, LLC SUNTRUST ROBINSON HUMPHREY, INC. U.S. BANCORP INVESTMENTS, INC. CREDIT SUISSE SECURITIES (USA) LLC FIFTH THIRD SECURITIES, INC. PNC CAPITAL MARKETS LLC SANTANDER INVESTMENT SECURITIES INC. SMBC NIKKO SECURITIES AMERICA, INC. BNY MELLON CAPITAL MARKETS, LLC ICBC STANDARD BANK PLC1 KEYBANC CAPITAL MARKETS INC. LOOP CAPITAL MARKETS LLC TD SECURITIES (USA) LLC ACADEMY SECURITIES GUGGENHEIM SECURITIES | |
CUSIP Numbers: | 2027 Notes: 126650 DH0 2030 Notes: 126650 DJ6 2040 Notes: 126650 DK3 2050 Notes: 126650 DL1 | |
Ratings*: | Baa2 (Moody’s) / BBB (S&P) | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| 1 | ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell Notes constituting part of its allotment solely outside the United States. |
Changes to Preliminary Prospectus Supplement
The number of series of notes to be issued in the offering increased from three series (as disclosed in the Preliminary Prospectus Supplement) to four series, consisting of 3.625% Senior Notes due 2027, 3.750% Senior Notes due 2030, 4.125% Senior Notes due 2040 and 4.250% Senior Notes due 2050. The information in the Preliminary Prospectus Supplement is deemed to have changed, mutatis mutandis, to the extent affected by the additional series of notes.
Other Relationships
The following paragraph shall replace the first paragraph under the heading “Underwriting—Other Relationships”
in the Preliminary Prospectus Supplement:
From time to time, certain of the underwriters and/or their respective affiliates have directly and indirectly
engaged, and may engage in the future, in investment and/or commercial banking transactions with us for which
they have received, or may receive, customary compensation, fees and expense reimbursement. A member of our
board of directors is an officer of Bank of America Corporation, an affiliate of one of the underwriters. An affiliate
of one of the underwriters, BNY Mellon Capital Markets, LLC, is acting as Trustee, Registrar and Paying Agent in
the offering.
Capitalized terms used but not defined herein have the meanings given to them in the Preliminary Prospectus Supplement.
The Issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website atwww.sec.gov. Alternatively, you may obtain a copy of the prospectus and the preliminary prospectus supplement from Barclays Capital Inc. by calling toll-free1-888-603-5847, Goldman Sachs & Co. LLC by calling toll-free1-866-471-2526 or J.P. Morgan Securities LLC by calling collect1-212-834-4533.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
