Item 8.01 Other Events.
On March 26, 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 3.625% Senior Notes due 2027 (the "2027 Notes"),
$1,500,000,000 aggregate principal amount of the Company's 3.750% Senior Notes
due 2030 (the "2030 Notes"), $1,000,000,000 aggregate principal amount of the
Company's 4.125% Senior Notes due 2040 (the "2040 Notes") and $750,000,000
aggregate principal amount of the Company's 4.250% Senior Notes due 2050 (the
"2050 Notes" and, together with the 2027 Notes, the 2030 Notes and the 2040
Notes, the "Notes"). The Notes were offered pursuant to the Company's
Registration Statement on Form S-3ASR, File No. 333-217596, dated May 2, 2017
(the "Registration Statement").
The closing of the sale of the Notes occurred on March 31, 2020. 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 $3,946,451,000. 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.
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 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. 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.
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