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CVS > SEC Filings for CVS > Form 8-K on 29-Nov-2012All Recent SEC Filings

Show all filings for CVS CAREMARK CORP

Form 8-K for CVS CAREMARK CORP


29-Nov-2012

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On November 26, 2012, CVS Caremark Corporation, a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $1,250,000,000 aggregate principal amount of its 2.75% senior notes due December 1, 2022 ( the "Notes"). The Notes were offered pursuant to the Company's Registration Statement on Form S-3, File No. 333-165672, dated March 24, 2010.

From time to time, certain of the Underwriters and/or their respective affiliates have directly and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with the Company for which they have received, or may receive, customary compensation, fees and expense reimbursement.

The closing of the sale of the Notes will occur on November 29, 2012. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters' discounts and the estimated offering expenses payable by the Company, are approximately $1,238,127,500. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report on Form 8-K and is incorporated by reference into the Registration Statement.

The Notes will be governed by and issued pursuant to a Senior Indenture dated August 15, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Senior Indenture"). The Company may issue additional senior debt securities from time to time pursuant to the Senior Indenture. The form of Senior Indenture was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 15, 2006 and shall be incorporated by reference into this report on Form 8-K. The form of the Notes is filed as Exhibit 4.1 to this report on Form 8-K and is incorporated by reference into the Registration Statement.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

1.1          Underwriting Agreement dated November 26, 2012 between
             CVS Caremark Corporation and Barclays Capital Inc.,
             Wells Fargo Securities, LLC, Merrill Lynch, Pierce,
             Fenner & Smith Incorporated, BNY Mellon Capital Markets,
             LLC and J.P. Morgan Securities LLC, as representatives
             of the several underwriters named in Schedule I thereto.

4.1          Form of Note

5.1          Opinion of Davis Polk & Wardwell LLP

23.1         Consent of Davis Polk & Wardwell LLP (included in
             Exhibit 5.1)


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