One CVS Drive Woonsocket, RI 02895 |
By EDGAR Submission
February 9, 2018
John Reynolds
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Beverages, Apparel, and Mining
100 F Street, N.E.
Washington, D.C. 20549
Re: | CVS Health Corporation |
Registration Statement on Form S-4
File No. 333-222412
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, CVS Health Corporation (the “Company”) hereby respectfully requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-4 (File No.333-222412), in connection with the proposed transaction involving the Company, Hudson Merger Sub Corp. and Aetna Inc., to 2:00 p.m., Eastern time, on February 9, 2018, or as soon thereafter as is practicable.
The Company hereby acknowledges that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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CVS pharmacy / caremark / minute clinic / specialty
Very truly yours,
CVS Health Corporation
By: | /s/ David M. Denton | |
David M. Denton | ||
Executive Vice President and Chief Financial Officer |
cc: | Jonathan Burr – Securities and Exchange Commission |
Pamela Howell – Securities and Exchange Commission
Thomas M. Moriarty – CVS Health Corporation
Creighton O’M. Condon – Shearman & Sterling LLP
Robert M. Katz – Shearman & Sterling LLP
Daniel Litowitz – Shearman & Sterling LLP
Thomas J. Sabatino, Jr. – Aetna Inc.
H. Oliver Smith – Davis Polk & Wardwell LLP
John A. Bick – Davis Polk & Wardwell LLP
Harold Birnbaum – Davis Polk & Wardwell LLP