CVS Caremark announces receipt of requisite consents, termination of replacement capital covenant, expiration of consent solicitation

WOONSOCKET, R.I. — CVS Caremark has announced the results of its previously announced solicitation of consents from the registered holders as of 5 p.m. Eastern time on Aug. 8 of its 6.125% senior notes due Aug. 15, 2016, to terminate the replacement capital covenant — which was entered into on May 25, 2007 — for the benefit of the holders of the notes in connection with the issuance of its 6.302% enhanced capital advantaged preferred securities due 2062.

Under the replacement capital covenant, CVS Caremark was prohibited from repurchasing, redeeming or repaying its ECAPS on or before June 1, 2047, unless a specified portion of the funds used to repay, redeem or repurchase the ECAPS were obtained by CVS Caremark through the sale of common stock or certain other equity or equity-like securities.

The consent solicitation expired at 5 p.m. Eastern time on Aug. 22. The termination of the replacement capital covenant required the consent of the holders of a majority in aggregate principal amount of the outstanding notes. Based on the final tabulation provided by the information and tabulation agent for the consent solicitation, D.F. King & Co., Inc., the holders of approximately 619,838,000 notes, or approximately 88.55% of the aggregate principal amount outstanding, delivered duly executed consents prior to the expiration of the Consent Solicitation.

CVS Caremark has executed a termination of the replacement capital covenant and will make a cash payment to each holder of the notes of $15 per $1,000 in principal amount of the notes as to which a duly executed consent was delivered and not revoked on or prior to the expiration of the consent solicitation.

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