SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2020
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
One CVS Drive, Woonsocket, Rhode Island 02895
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (401) 765-1500
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.01 per share||CVS||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8 - Other Events
On August 26, 2020, CVS Health Corporation, a Delaware corporation (the “Company”), issued press releases announcing the (A) early results and (B) pricing, respectively, of its cash tender offers (each, a “Tender Offer” and collectively, the “Tender Offers”) for (i) up to $3,000,000,000 aggregate principal amount (the “2023 Notes Maximum Amount”) of its 4.000% Senior Notes due 2023 and 3.700% Senior Notes due 2023 and the 2.800% Senior Notes due 2023 issued by its wholly-owned subsidiary, Aetna Inc. (collectively, the “2023 Notes”) and (ii) up to $3,000,000,000 aggregate principal amount (the “2025 Notes Maximum Amount” ) of its 4.100% Senior Notes due 2025 and 3.875% Senior Notes due 2025 (collectively, the “2025 Notes”, and, together with the 2023 Notes, the “Notes”) validly tendered and accepted for purchase in connection with the Company’s previously announced cash tender offers commenced on August 12, 2020. The sum of the 2023 Notes Maximum Amount and the 2025 Notes Maximum Amount is $6,000,000,000 (the “Aggregate Maximum Amount”).
Because the Company expects to accept for purchase the Maximum Aggregate Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offers after August 27, 2020, the early settlement date for such Notes validly tendered and accepted for purchase by the Company.
Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, which are incorporated by reference herein.
Section 9 - Financial Statements and Exhibits
Financial Statements and Exhibits.
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
|99.1||Press Release of CVS Health Corporation dated August 26, 2020|
|99.2||Press Release of CVS Health Corporation dated August 26, 2020|
|104||Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|CVS HEALTH CORPORATION|
|Date: August 26, 2020||By:|
/s/ Colleen M. McIntosh
|Colleen M. McIntosh|
|Senior Vice President, Chief Governance Officer and Corporate Secretary|