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News May 25, 2016

Shearman & Sterling Represents CVS Health Corporation on Bond Offering and Related Tender Offers

Shearman & Sterling represented CVS Health Corporation in connection with (1) a $3.5 billion bond offering and (2) related tender offers for several series of its outstanding notes. Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC acted as joint book-running managers on the bond offering. Barclays Capital Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC acted as dealer managers for the tender offers.

The $3.5 billion bond offering consisted of a $1.75 billion issue of 2.125% senior notes due 2021 and a $1.75 billion issue of 2.875% senior notes due 2026. The tender offers consisted of cash tender offers for (1) any and all of CVS Health Corporation’s 5.75% senior notes due 2017, its 6.60% senior notes due 2019 and its 4.75% senior notes due 2020, and (2) up to $2.25 billion aggregate principal amount of its 6.25% senior notes due 2027, its 6.125% senior notes due 2039, its 5.750% senior notes due 2041, the 5.00% senior notes due 2024 issued by its wholly owned subsidiary, Omnicare, Inc. ("Omnicare"), the 4.75% senior notes due 2022 issued by Omnicare, its 4.875% senior notes due 2035 and its 3.875% senior notes due 2025. 

CVS Health Corporation is a pharmacy innovation company helping people on their path to better health. The company enables people, businesses and communities to manage health in more affordable and effective ways, through its more than 9,600 retail pharmacies, more than 1,100 walk-in medical clinics, a leading pharmacy benefits manager with nearly 80 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, and expanding specialty pharmacy services.

The following Shearman & Sterling lawyers advised CVS Health Corporation on this transaction: partner Stephen Giove (New York-Capital Markets) and associates Rupa Briggs (New York-Capital Markets), Yi Han Goh (New York-Capital Markets) and Jack Melamed (New York-Corporate). Other Shearman & Sterling lawyers involved in the transaction were partner Ethan Harris (Washington, DC-Tax) and associate Eric Grosshandler (New York-Tax).