The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 7, 2020 (as amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Tender Offers. The Tender Offers are open to all registered holders (individually, a “Holder” and collectively, the “Holders”) of the Notes. The purpose of the Tender Offers is to refinance a portion of CVS Health’s debt and to lower its overall indebtedness.
The sum of the 2023 Notes Maximum Amount, the 2025 Notes Maximum Amount and the 2028 Notes Maximum Amount is $4,000,000,000 (the “Aggregate Maximum Amount”), which represents the aggregate principal amount of the Notes subject to the Tender Offers and excludes any Accrued Interest (as defined below) or Early Tender Payment specified in the tables above that may be payable, which such amount CVS Health reserves the right to increase or decrease, subject to applicable law. If the principal amount of Notes tendered at or prior to the Early Tender Date or Expiration Date is such that the Maximum Amount with respect to any of the Capped Tender Offers is not met and the Maximum Amount with respect to any of the other Capped Tender Offers is exceeded, then any of the Maximum Amounts that were exceeded may, at CVS Health’s sole discretion, be increased above such Maximum Amount to allow for the purchase of additional amounts of such Notes provided that the Aggregate Maximum Amount (as may be increased or decreased by CVS Health) is not exceeded (“Reallocation”). If the Maximum Amount with respect to any of the Capped Tender Offers is increased at the Early Settlement Date (as defined below) pursuant to a Reallocation and the Aggregate Maximum Amount is not purchased at the Early Settlement Date, CVS Health reserves the right to further adjust the Maximum Amounts for any of the Capped Tender Offers in connection with purchases made at the Expiration Date as it deems appropriate provided that the Aggregate Maximum Amount (as may be increased or decreased by CVS Health) is not exceeded. CVS Health expressly reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Aggregate Maximum Amount and/or the Maximum Amounts, including pursuant to a Reallocation, without extending withdrawal rights, subject to compliance with applicable law. Holders should not tender any Notes that they do not wish to be accepted for purchase.
The Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on December 18, 2020 (the “Early Tender Date”) will be eligible to receive the applicable Total Consideration, which includes the Early Tender Payment. The Notes validly tendered after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on January 5, 2021 (the “Expiration Date”) will be eligible to receive the applicable tender offer consideration (the “Maximum Tender Offer Consideration”), namely the applicable Total Consideration minus the Early Tender Payment.
The applicable Total Consideration payable by CVS Health for the Notes will be a price per $1,000 principal amount based on the yield to maturity or first par call date, as the case may be, of the U.S. Treasury reference securities specified in the tables above (the “UST Reference Security”), as determined at 9:00 a.m., New York City time, on December 21, 2020 (unless otherwise extended by us as described in the Offer to Purchase), plus a fixed spread, calculated in accordance with the Offer to Purchase. For the avoidance of doubt, if the applicable Total Consideration determined is less than $1,000 per $1,000 principal amount of such series of Notes, then the Total Consideration will be calculated to the stated maturity date and not to the first par call date for such series of Notes.
The settlement date for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be promptly after the Early Tender Date, which is expected to be December 22, 2020, the second business day after the Early Tender Date (the “Early Settlement Date”). The settlement date for the Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase is expected to be January 7, 2021, the second business day after the Expiration Date (the “Final Settlement Date,” and along with the Early Settlement Date, each a “Settlement Date”), if any of the Maximum Amounts of applicable Notes is not purchased on such Early Settlement Date.
In addition to the Total Consideration or Maximum Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest (“Accrued Interest”) on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date.
Holders who tender their Notes at or prior to 5:00 p.m., New York City time, on December 18, 2020 (such date and time, as it may be extended, the “Withdrawal Deadline”) may withdraw such tendered Notes at any time at or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, Holders who have tendered their Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Notes unless CVS Health is required to extend withdrawal rights under applicable law.
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