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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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$1,750,000,000 Floating
Rate Senior Notes due June 1, 2010 (“2010 Notes”)
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$1,750,000,000 5.750%
Senior Notes due June 1, 2017 (“2017 Notes”)
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$1,000,000,000 6.250%
Senior Notes due June 1, 2027 (“2027 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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May
25, 2007 (T+3)
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Maturity
Date:
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2010
Notes: June 1, 2010
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2017
Notes: June 1, 2017
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2027
Notes: June 1, 2027
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Issue
Price:
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2010
Notes: 100.000% of principal amount
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2017
Notes: 98.951% of principal amount
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2027
Notes: 99.086% of principal amount
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Coupon:
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2010
Notes: 3-Month LIBOR (Reuters Screen LIBOR01) plus 0.30% per
annum
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2017
Notes: 5.750% per annum
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2027
Notes: 6.250% per annum
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Benchmark:
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2010
Notes: 3-Month LIBOR
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2017
Notes: 4.500% UST due May 15, 2017
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2027
Notes: 4.500% UST due February 15, 2036
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LIBOR
Determination Date:
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2010
Notes: Second London banking day immediately preceding the first
day of
the relevant three-month interest period
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Benchmark
Treasury Strike:
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2017
Notes: 97-15+; 4.820%
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2027
Notes: 92-22; 4.981%
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Spread
to Benchmark Treasury:
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2017
Notes: 107 basis points (1.07%)
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2027
Notes: 135 basis points (1.35%)
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Yield
to Maturity:
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2017
Notes: 5.890%
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2027
Notes: 6.331%
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Interest
Payment Dates:
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2010
Notes: Each March 1, June 1, September 1, and December 1, beginning
on
September 1, 2007
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2017
Notes: Each June 1 and December 1, beginning on December 1,
2007
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2027
Notes: Each June 1 and December 1, beginning on December 1,
2007
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Day
Count:
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2010
Notes: Actual / 360
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2017
Notes: 30 / 360
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2027
Notes: 30 / 360
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Redemption
Provisions:
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2010
Notes: Not redeemable prior to December 1, 2008. On and after
this date, CVS Caremark may redeem the notes in whole or in part
at 100%
of the principal amount redeemed plus accrued and unpaid
interest
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2017
Notes: Make-whole call at any time at the greater of 100% or discounted
present value at Treasury Yield plus 20 basis points
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2027
Notes: Make-whole call at any time at the greater of 100% or discounted
present value at Treasury Yield plus 25 basis points
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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
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Denominations:
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$2,000
and integral multiples of $1,000 thereof
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Gross
Proceeds:
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2010
Notes: $1,750,000,000
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2017
Notes: $1,731,642,500
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2027
Notes: $990,860,000
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Underwriting
Discounts and Commissions:
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2010
Notes: 0.400%
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2017
Notes: 0.650%
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2027
Notes: 0.875%
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Net
Proceeds After Underwriting Discounts and
Commissions:
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2010
Notes: $1,743,000,000
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2017
Notes: $1,720,267,500
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2027
Notes: $982,110,000
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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), a portion of
commercial paper borrowings and for general corporate
purposes
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Underwriters:
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Lehman
Brothers (bookrunner)
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Morgan
Stanley (bookrunner)
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Banc
of America Securities (bookrunner)
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BNY
Capital Markets (bookrunner)
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Wachovia
Securities (bookrunner)
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KeyBanc
Capital Markets (senior co-manager)
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LaSalle
Capital Markets (senior co-manager)
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SunTrust
Robinson Humphrey (senior co-manager)
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HSBC
(co-manager)
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Mizuho
Securities USA Inc. (co-manager)
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Piper
Jaffray (co-manager)
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Wells
Fargo Securities (co-manager)
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BB&T
Capital Markets (co-manager)
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CUSIP
Numbers:
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2010
Notes: 126650 BG4
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2017
Notes: 126650 BH2
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2027
Notes: 126650 BJ8
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Long-Term
Debt Ratings:
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Baa2
/ BBB+ / BBB (Moody’s / S&P /
Fitch)
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