Section 8 - Other Events
On December 7, 2020, CVS Health Corporation, a Delaware corporation (the “Company” or “CVS Health”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of the Company’s 1.300% Senior Notes due 2027 (the “2027 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 1.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2027 Notes, the “Notes”). The 2027 Notes represent a further issuance of the Company’s 1.300% Senior Notes due 2027 issued in an aggregate principal amount of $1,500,000,000 on August 21, 2020 (the “Existing 2027 Notes”). Except as otherwise described in the prospectus supplement filed by the Company on December 9, 2020, the 2027 Notes will have identical terms and will be treated as a single class with the Existing 2027 Notes. The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-238506, dated May 19, 2020 (the “Registration Statement”).
The closing of the sale of the Notes is expected to occur on December 16, 2020, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and the estimated offering expenses payable by the Company, are approximately $1,986,130,000. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
