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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/20 CVS Health Corp 8-K:8,9 3/26/20 16:682K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-1.1 Underwriting Agreement HTML 176K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 53K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 53K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 53K 6: EX-4.4 Instrument Defining the Rights of Security Holders HTML 53K 7: EX-5.1 Opinion of Counsel re: Legality HTML 23K 16: R1 Document and Entity Information HTML 48K 15: XML IDEA XML File -- Filing Summary XML 14K 11: XML XBRL Instance -- d876921d8k_htm XML 14K 14: EXCEL IDEA Workbook of Financial Reports XLSX 6K 9: EX-101.LAB XBRL Labels -- cvs-20200326_lab XML 54K 10: EX-101.PRE XBRL Presentations -- cvs-20200326_pre XML 35K 8: EX-101.SCH XBRL Schema -- cvs-20200326 XSD 13K 13: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 12: ZIP XBRL Zipped Folder -- 0001193125-20-092890-xbrl Zip 87K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): March 31, 2020 ( i March 26, 2020)
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
i Delaware |
i 05-0494040 | |||
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
i One CVS Drive, i Woonsocket, i Rhode Island |
i 02895 | |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: i (401) i 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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 Symbol(s) |
Name of each exchange on which registered | ||
i Common Stock, par value $0.01 per share |
i CVS |
i 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 i ☐
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 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.
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:
Exhibit |
Description | |||
1.1 |
||||
4.1 |
||||
4.2 |
||||
4.3 |
||||
4.4 |
||||
5.1 |
||||
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: March 31, 2020 |
By: |
/s/ Eva C. Boratto | ||
Executive Vice President and Chief Financial Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/31/20 | 10-Q | ||
For Period end: | 3/26/20 | 424B3, 8-K, FWP | ||
5/2/17 | 10-Q, 8-K, S-3ASR | |||
8/15/06 | 8-K, CORRESP | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/07/24 CVS Health Corp. 10-K 12/31/23 166:28M 2/15/23 CVS Health Corp. 424B2 2:558K Donnelley … Solutions/FA 2/13/23 CVS Health Corp. 424B3 1:540K Donnelley … Solutions/FA 2/08/23 CVS Health Corp. 10-K 12/31/22 138:26M 2/09/22 CVS Health Corp. 10-K 12/31/21 137:25M 8/11/21 CVS Health Corp. 424B2 1:438K Donnelley … Solutions/FA 8/09/21 CVS Health Corp. 424B3 1:429K Donnelley … Solutions/FA 2/16/21 CVS Health Corp. 10-K 12/31/20 137:25M 12/09/20 CVS Health Corp. 424B2 1:469K Donnelley … Solutions/FA 12/07/20 CVS Health Corp. 424B3 1:424K Donnelley … Solutions/FA 8/14/20 CVS Health Corp. 424B2 1:473K Donnelley … Solutions/FA 8/12/20 CVS Health Corp. 424B3 1:459K Donnelley … Solutions/FA |