UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2023
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-01011 | 05-0494040 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 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 | Trading | 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
| Item 8.01 | Other Events. |
On February 21, 2023, CVS Health Corporation, a Delaware corporation (the “Company” or “CVS Health”), issued and sold $1,500,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2026 (the “2026 Notes”), $1,500,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes due 2030 (the “2030 Notes”), $1,750,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes due 2053 (the “2053 Notes” and, together with the 2026 Notes, the 2030 Notes and the 2033 Notes, the “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 Notes are governed by and issued pursuant to a Senior Indenture dated August 15, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Indenture”). The Company may issue additional senior debt securities from time to time pursuant to the Senior Indenture. The form of Senior Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 15, 2006 and shall be incorporated by reference into this Current Report on Form 8-K. The forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
Exhibit | Description | |
| 4.1 | Form of the 2026 Note. | |
| 4.2 | Form of the 2030 Note. | |
| 4.3 | Form of the 2033 Note. | |
| 4.4 | Form of the 2053 Note. | |
| 5.1 | Opinion of Shearman & Sterling LLP. | |
| 23.1 | Consent of Shearman & Sterling LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
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: February 21, 2023 | By: | /s/ Shawn M. Guertin | ||||
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| Shawn M. Guertin | ||||
|
| Executive Vice President and Chief Financial Officer | ||||