SEC Form 8-K filed by CVS Health Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Section 8 - Other Events
| Item 8.01 | Other Events. |
On December 10, 2024, CVS Health Corporation, a Delaware corporation (the “Company”), issued and sold $2,250,000,000 aggregate principal amount of the Company’s 7.000% Fixed-to-Fixed Rate Series A Junior Subordinated Notes due 2055 (the “Series A Junior Subordinated Notes”) and $750,000,000 aggregate principal amount of the Company’s 6.750% Fixed-to-Fixed Rate Series B Junior Subordinated Notes due 2054 (the “Series B Junior Subordinated Notes,” and together with the Series A Junior Subordinated 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 Subordinated Indenture dated May 25, 2007 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Indenture”), as supplemented by (i) the Second Supplemental Indenture, dated as of December 10, 2024 (the “Second Supplemental Indenture”), with respect to the Series A Junior Subordinated Notes and (ii) the Third Supplemental Indenture, dated as of December 10, 2024 (the “Third Supplemental Indenture” and together with the Second Supplemental Indenture, the “Supplemental Indentures”), with respect to the Series B Junior Subordinated Notes. The Company may issue additional subordinated debt securities from time to time pursuant to the Base Indenture. The Base Indenture and the Supplemental Indentures have been filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement. The forms of the Notes are filed as Exhibits 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:
INDEX TO EXHIBITS
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: December 10, 2024 | By: | /s/ Thomas F. Cowhey | ||||
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Thomas F. Cowhey | ||||
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Executive Vice President and Chief Financial Officer | ||||