CVS CVS Health

Filed: 16 Dec 20, 4:36pm





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2020






(Exact name of registrant as specified in its charter)




Delaware 001-01011 05-0494040

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


One CVS Drive, Woonsocket, Rhode Island 02895
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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





Name of each exchange

on which registered

Common Stock, par value $0.01 per share CVS 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  ☐

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 December 16, 2020, CVS Health Corporation, a Delaware corporation (the “Company” or “CVS Health”), issued and sold $750,000,000 aggregate principal amount of the Company’s 1.300% Senior Notes due 2027 (the “2027 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 1.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2027 Notes, the “Notes”). The 2027 Notes represent a further issuance of the Company’s 1.300% Senior Notes due 2027 issued in an aggregate principal amount of $1,500,000,000 on August 21, 2020 (the “Existing 2027 Notes”). Except as otherwise described in the prospectus supplement filed by the Company on December 9, 2020, the 2027 Notes have identical terms and will be treated as a single class with the Existing 2027 Notes. The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-238506, dated May 19, 2020 (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. Forms of the Notes are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.

Section 9Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.




The exhibits to this Current Report on Form 8-K are as follows:






4.1  Form of the 2027 Note.
4.2  Form of the 2031 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).


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.


Date: December 16, 2020  By: 

/s/ Eva C. Boratto

   Eva C. Boratto
   Executive Vice President and Chief Financial Officer