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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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$550,000,000 4.125% Senior Notes due May 15, 2021 (“2021 Notes”)
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$950,000,000 5.750% Senior Notes due May 15, 2041 (“2041 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. 333-165672)
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Settlement Date:
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May 12, 2011 (T+3)
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Maturity Date:
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May 15, 2021
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May 15, 2041
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Issue Price:
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2021 Notes: 98.684% of principal amount
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2041 Notes: 98.329% of principal amount
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Coupon:
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2021 Notes: 4.125%
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2041 Notes: 5.750%
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Benchmark Treasury:
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2021 Notes: 3.625% UST due February 15, 2021
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2041 Notes: 4.125% UST due November 15, 2040
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Benchmark Treasury Strike:
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2021 Notes: 104-02; 3.138%
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2041 Notes: 98-27+; 4.319%
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Spread to Benchmark Treasury:
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2021 Notes: +115 basis points (1.150%)
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2041 Notes: +155 basis points (1.550%)
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Yield to Maturity
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2021 Notes: 4.288%
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2041 Notes: 5.869%
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Interest Payment Dates:
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Semi-annually on May 15 and November 15, commencing on November 15, 2011
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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-14 of the Preliminary Prospectus Supplement dated May 9, 2011.
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Redemption Provisions:
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2021 Notes: Prior to three months before the maturity date, make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 20 basis points. Thereafter, redeemable at 100%.
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2041 Notes: Prior to six months before the maturity date, make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 25 basis points. Thereafter, redeemable at 100%.
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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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For general corporate purposes, including the repayment of certain corporate debt. See “Use of Proceeds” on page S-7 of the Preliminary Prospectus Supplement dated May 9, 2011.
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Underwriting Discounts and Commissions:
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2021 Notes: 0.650%
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2041 Notes: 0.875%
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Joint Book-Running Managers:
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Barclays Capital Inc.
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J.P. Morgan Securities LLC
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BNY Mellon Capital Markets, LLC
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Wells Fargo Securities, LLC
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CUSIP Number:
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2021 Notes: 126650 BW9
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2041 Notes: 126650 BX7
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Ratings*:
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Baa2 / BBB+ (Moody’s / S&P)
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