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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/23 CVS Health Corp. 8-K:8,9 6/02/23 16:494K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 48K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 48K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 55K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 49K 6: EX-4.5 Instrument Defining the Rights of Security Holders HTML 49K 7: EX-5.1 Opinion of Counsel re: Legality HTML 19K 11: R1 Document and Entity Information HTML 46K 14: XML IDEA XML File -- Filing Summary XML 15K 12: XML XBRL Instance -- d515611d8k_htm XML 14K 13: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 9: EX-101.LAB XBRL Labels -- cvs-20230602_lab XML 54K 10: EX-101.PRE XBRL Presentations -- cvs-20230602_pre XML 35K 8: EX-101.SCH XBRL Schema -- cvs-20230602 XSD 13K 15: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 16: ZIP XBRL Zipped Folder -- 0001193125-23-159832-xbrl Zip 92K
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): i June 2, 2023
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
i Delaware | i 001-01011 | i 05-0494040 | ||
(State or other jurisdiction of incorporation) |
(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 |
Name of each exchange | ||
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 June 2, 2023, CVS Health Corporation, a Delaware corporation (the “Company”), issued and sold $1,000,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2029 (the “2029 Notes”), $750,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 5.300% Senior Notes due 2033 (the “2033 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2053 (the “2053 Notes”) and $750,000,000 aggregate principal amount of the Company’s 6.000% Senior Notes due 2063 (the “2063 Notes” and, together with the 2029 Notes, the 2031 Notes, 2033 Notes and the 2053 Notes, the “Notes”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-272200, dated May 25, 2023 (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, 4.4 and 4.5 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 | |
4.1 | Form of the 2029 Note. | |
4.2 | Form of the 2031 Note. | |
4.3 | Form of the 2033 Note. | |
4.4 | Form of the 2053 Note. | |
4.5 | Form of the 2063 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.
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CVS HEALTH CORPORATION | ||||
Date: June 2, 2023 | By: | /s/ Shawn M. Guertin | ||||
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Shawn M. Guertin | ||||
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Executive Vice President and Chief Financial Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 6/2/23 | |||
5/25/23 | 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 8/02/23 CVS Health Corp. 10-Q 6/30/23 104:18M |