Shearman & Sterling represented CVS Health Corporation (“CVS Health”) in connection with its private exchange offers (“Exchange Offers”) to exchange up to $700,000,000 new senior notes issued by CVS Health and cash payments for an equal amount of outstanding senior notes issued by Omnicare, Inc. (“Omnicare”), a public company which was recently acquired by CVS Health. As part of the Exchange Offers, CVS Health solicited consents (the “Consent Solicitations”) to amend the indentures under which the Omnicare senior notes were issued. These transactions were part of an ongoing effort by CVS Health to eliminate the SEC reporting obligations of Omnicare. In addition to these transactions, CVS Health has called several series of Omnicare convertible debt securities for redemption and has been in discussions with both the SEC and NYSE with respect to several aspects of the process of eliminating Omnicare’s SEC reporting obligations.
The Exchange Offers and Consent Solicitations were launched on September 22, 2015. The supplemental indentures removing substantially all restrictive covenants and certain events of default and other provisions of the existing Omnicare senior notes were entered into on October 8, 2015. Final settlement occurred on October 21, 2015.
The following Shearman & Sterling team advised CVS Health on the Exchange Offers and Consent Solicitations: partners Stephen Giove and Robert Evans (both New York-Capital Markets) and associates Christine Kim (New York-Capital Markets), Yi Han Goh (New York-Capital Markets) and Erica Kassman (New York-Corporate). Other Shearman & Sterling lawyers involved in the exchange offers and consent solicitations were partner Ethan Harris (Washington, DC-Tax) and associate Mary Jo Lang (Washington, DC-Tax) and counsel Sharon Lippett (New York-Compensation, Governance & ERISA).