OAK STREET HEALTH, INC. Item 1.01 - Entry into a Material Definitive Agreement
On
As of
Pursuant to the terms of the Indenture, the First Supplemental Indenture was
required to be entered into in connection with the consummation of the Merger.
As provided by the First Supplemental Indenture, from and after the effective
time of the Merger (the "Effective Time"), the right to convert each
Under the Indenture, the consummation of the Merger constitutes a Share Exchange
Event, a Fundamental Change and a Make-Whole Fundamental Change (each as defined
in the Indenture). The effective date of the Share Exchange Event, Fundamental
Change and Make-Whole Fundamental Change in respect of the Convertible Senior
Notes is
As a result of the Fundamental Change, each holder of Convertible Senior Notes will have the right to (i) require the Company to repurchase its Convertible Senior Notes pursuant to the terms and procedures set forth in the Indenture for a cash repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be so repurchased, plus accrued and unpaid Special Interest (as defined in the Indenture) thereon, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture) or (ii) convert its Convertible Senior Notes in accordance with the terms of the Indenture, as described above. The repurchase of the Convertible Senior Notes will result in a . . .
Item 1.02 - Termination of a Material Definitive Agreement
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
On
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In connection with the Merger, the Capped Call Transactions will be terminated in exchange for cash payments by the Capped Call Counterparties to the Company.
Concurrently with the closing of the Merger,
Item 2.01 - Completion of Acquisition or Disposition of Assets
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, upon the terms and subject to the conditions of the
Merger Agreement, each share of Oak Street Health Common Stock that was issued
and outstanding as of immediately prior to the Effective Time (other than Oak
Street Health Common Stock (i) held by
In addition, pursuant to the Merger Agreement, at the Effective Time:
(a) each outstanding and unexercised option to purchase shares of Oak Street
Health Common Stock (each, an "Oak Street Health Stock Option") that was
vested or that, as a result of the Merger, became vested as of the
Effective Time (with any performance conditions applicable to such Oak
Street Health Stock Options determined in accordance with the applicable
award agreement as of immediately prior to the Effective Time) and had an
exercise price per share less than the Per Share Price, was automatically
cancelled and converted into the right to receive an amount in cash
(without interest and subject to applicable tax withholdings) equal to
the product of the number of shares of Oak Street Health Common Stock
subject to such Oak Street Health Stock Option as of immediately prior to
the Effective Time multiplied by the excess of the Per Share Price over
the exercise price per share of such Oak Street Health Stock Option;
(b) each outstanding and unexercised Oak Street Health Stock Option that had
an exercise price per share that was equal to or greater than the Per
Share Price (whether vested or unvested) was automatically cancelled for
no consideration;
(c) each Oak Street Health Stock Option that was unvested at the Effective
Time and not cancelled pursuant to the provisions described in the
preceding paragraphs was automatically cancelled and converted into the
contractual right to receive a payment in cash (without interest and
subject to applicable tax withholdings) equal to the product of the
number of shares of Oak Street Health Common Stock subject to such Oak
Street Health Stock Option as of immediately prior to the Effective Time
. . .
Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date,
Item 3.03 - Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of Oak Street Health Common Stock that was
issued and outstanding immediately prior to the Effective Time (except as
described in Item 2.01 of this Current Report on Form 8-K) was automatically
converted, at the Effective Time, into the right to receive the Per Share Price.
Accordingly, at the Effective Time, the holders of such shares of Oak Street
Health Common Stock ceased to have any rights as stockholders of
Item 5.01 - Change in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time, a change of control of
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
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As a result of the Merger, at the Effective Time,
In addition, the incumbent officers of
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, each of the Amended and
Restated Certificate of Incorporation and the Amended and Restated Bylaws of
Item 8.01 Other Events
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1† Agreement and Plan of Merger, dated as ofFebruary 7, 2023 , by and amongCVS Pharmacy, Inc. ,Halo Merger Sub Corp. ,Oak Street Health, Inc. and, for the limited purposes set forth therein, CVS Health Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onFebruary 8, 2023 ). 3.1 Second Amended and Restated Certificate of Incorporation ofOak Street Health , effectiveMay 2, 2023 . 3.2 Second Amended and Restated Bylaws ofOak Street Health , effectiveMay 2, 2023 . 4.1 First Supplemental Indenture, dated as ofMay 2, 2023 , to the Indenture, datedMarch 16, 2021 , between the Company andU.S. Bank National Association , as trustee. 99.1 CVS Health Press Release, dated as ofMay 2, 2023 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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