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Issuer:
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CVS
Caremark Corporation (“CVS Caremark”)
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|
Description
of Securities:
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$1,000,000,000
6.600% Senior Notes due March 15, 2019 (“Notes”)
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Security
Type:
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Senior
Notes
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Legal
Format:
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SEC
Registered (Registration No. 333-143110)
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Settlement
Date:
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March
13, 2009 (T+3)
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Maturity
Date:
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March
15, 2019
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Issue
Price:
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99.365%
of principal amount
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Coupon:
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6.600%
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Benchmark
Treasury:
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2.750%
UST due February 15, 2019
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Benchmark
Treasury Strike:
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97-31;
2.988%
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Spread
to Benchmark Treasury:
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+370
basis points (3.700%)
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Yield
to Maturity
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6.688%
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Interest
Payment Dates:
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Semi-annually
on March 15 and September 15, commencing on September 15,
2009
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Change
of Control:
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Upon
the occurrence of both (i) a change of control of CVS Caremark and (ii) a
downgrade of the notes below an investment grade rating by each of Fitch
Ratings, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings
Services within a specified period, CVS Caremark will be required to make
an offer to purchase the notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest to the date of
repurchase. See “Description of the Notes – Change of Control”
on page S-13 of the Preliminary Prospectus Supplement dated March 10,
2009.
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Redemption
Provisions:
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Make-whole
call at any time at the greater of 100% or discounted present value at
Treasury Yield plus 50 basis points
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Denominations:
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$2,000
and integral multiples of $1,000 thereof
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Use
of Proceeds:
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To
repay Bridge Credit Facility borrowings (including to certain of the
underwriters referenced below or their affiliates), to repay a portion of
outstanding commercial paper, and for general corporate
purposes
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|
Underwriting
Discounts and Commissions:
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0.650%
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Underwriters:
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Barclays
Capital (bookrunner)
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Banc
of America Securities LLC (bookrunner)
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Deutsche
Bank Securities (bookrunner)
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|
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Morgan
Stanley (bookrunner)
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|
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Wachovia
Securities (bookrunner)
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|
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BNY
Mellon Capital Markets, LLC
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|
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SunTrust
Robinson Humphrey
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U.S.
Bancorp Investments, Inc.
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Wells
Fargo Securities
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Utendahl
Capital Partners, L.P.
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|
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CUSIP
Number:
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126650BN9
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Ratings*:
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Baa2
/ BBB+ / BBB+ (Moody’s / S&P /
Fitch)
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