SEC Form 8-K filed by CVS Health Corporation

$CVS
Retail-Drug Stores and Proprietary Stores
Consumer Staples
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8-K
CVS HEALTH Corp false 0000064803 0000064803 2024-12-02 2024-12-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 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): December 2, 2024

 

 

 

LOGO

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-01011   05-0494040
(State or other jurisdiction
of incorporation)
  (Commission
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

 

Trading
Symbol(s)

 

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 2, 2024, CVS Health Corporation, a Delaware corporation, issued a press release announcing the commencement of cash tender offers for (1) any and all of its 4.100% Senior Notes due 2025 (the “Any and All Notes”), and (2) the maximum principal amount of the following series of notes for which the aggregate purchase price, not including accrued interest, payable in respect of such notes, does not exceed $2,000,000,000 less the aggregate purchase price, not including accrued interest, paid or payable in respect of the Any and All Notes validly tendered and accepted for purchase: its 2.700% Senior Notes due 2040, the 3.875% Senior Notes due 2047 issued by its wholly-owned subsidiary Aetna Inc. (“Aetna”), its 4.250% Senior Notes due 2050, the 4.125% Senior Notes due 2042 issued by Aetna, its 4.125% Senior Notes due 2040, its 2.125% Senior Notes due 2031, its 1.875% Senior Notes due 2031, its 5.050% Senior Notes due 2048, the 4.500% Senior Notes due 2042 issued by Aetna and its 1.750% Senior Notes due 2030.

A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The exhibit to this Current Report on Form 8-K is as follows:

INDEX TO EXHIBITS

 

99.1    Press Release of CVS Health Corporation dated December 2, 2024
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: December 2, 2024     By:  

/s/ Thomas F. Cowhey

      Thomas F. Cowhey
      Executive Vice President and Chief Financial Officer
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