Shearman & Sterling represented CVS Health in connection with debt exchange offers pursuant to which it offered $700 million of its publicly registered notes in exchange for a like amount of its outstanding notes. The outstanding notes were issued in private exchange offers to holders of the public debt of Omnicare, a public company which it acquired in August 2015, as part of CVS Health’s efforts to eliminate the SEC reporting obligations of Omnicare. 

Pursuant to the Exchange Offers, CVS Health offered to exchange all of its outstanding 4.75% Senior Notes due 2022 and 5.00% Senior Notes for an equivalent principal amount of its registered 4.75% Senior Notes due 2022 and 5.00% Senior Notes due 2024, respectively. CVS Health conducted the Exchange Offers in order to satisfy its obligations under a registration rights agreement, dated as of October 9, 2015, that it entered into with the dealer managers named therein in connection with private exchange offers described above.

The Exchange Offers were launched on May 9, 2016. Final settlement occurred on June 9, 2016.