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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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$350,000,000
Floating Rate Senior Notes due September 10, 2010
(“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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September
10, 2008 (T+3)
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Maturity
Date:
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September
10, 2010
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Issue
Price:
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100.000%
of principal amount
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Coupon:
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3-Month
LIBOR (Reuters Screen LIBOR01) plus 1.50% per annum
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Benchmark:
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3-Month
LIBOR
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LIBOR
Determination Date:
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Second
London banking day immediately preceding the first day of the relevant
three-month interest period
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Interest
Payment Dates:
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Quarterly
on March 10, June 10, September 10, and December 10, beginning on December
10, 2008
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Interest
Determination Dates:
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Two
London banking days prior to the first day of the relevant interest
period
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Day
Count/Business Day Convention:
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Actual
/ 360; Modified Following, Adjusted
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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-15 of the
Preliminary Prospectus Supplement dated September 5,
2008.
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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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$350,000,000
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Use
of Proceeds:
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If
the tender offer relating to the proposed acquisition of Longs Drug Stores
Corporation (the “Acquisition”) is successful, CVS Caremark will use the
net proceeds from the offering to fund a portion of the
Acquisition. CVS Caremark intends to finance the remaining
approximately $2.65 billion needed for the Acquisition with borrowings
under a $1.5 billion bridge loan
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facility
(the outstanding commitment amount of which will be reduced by the amount
of net proceeds from the offering), together with commercial paper. As a
result, if the Acquisition is consummated, CVS Caremark’s total debt after
giving effect to the offering will increase by an additional $2.65
billion. If the Acquisition is not completed, CVS Caremark will use the
net proceeds from the offering for general corporate
purposes.
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Underwriting
Discounts and Commissions:
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0.300%
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Net
Proceeds to Issuer:
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$348,950,000
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Underwriters:
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Lehman
Brothers (bookrunner)
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Banc
of America Securities LLC (bookrunner)
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Deutsche
Bank Securities (bookrunner)
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Morgan
Stanley (bookrunner)
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Wachovia
Securities (bookrunner)
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BNY
Mellon Capital Markets, LLC
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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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CUSIP
Number:
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126650
BM1
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Debt Ratings*:
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Baa2
/ BBB+ / BBB+ (Moody’s / S&P /
Fitch)
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