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Issuer:
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CVS
Caremark Corporation (the “Issuer”)
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Description
of Securities:
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6.302%
Enhanced Capital Advantaged Preferred Securities (ECAPSSM)
due 2062
(the “ECAPSSM”)
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Amount:
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$1,000,000,000
aggregate principal amount
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Security
Ratings:
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Baa3
/ BBB- / BBB- (Moody’s / S&P / Fitch)
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Legal
Format:
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SEC
Registered (Registration No. 333-143110)
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Trade
Date
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May
22, 2007
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Settlement
Date:
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May
25, 2007 (T+3)
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Scheduled
Maturity Date:
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June
1, 2037
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Final
Maturity Date:
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June
1, 2062
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Interest
Rate during Fixed Rate Period:
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From
May 25, 2007 to but excluding June 1, 2012, at an annual rate of
6.302%,
payable semi-annually in arrears on June 1 and December 1 of each
year,
commencing on December 1, 2007, subject to the Issuer’s right to defer
interest on one or more occasions for up to ten consecutive
years
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Interest
Rate during Floating Rate Period:
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From
and including June 1, 2012 until the Final Maturity Date, unless
redeemed
or repaid earlier, at a floating rate based on the 3-month LIBOR
rate plus
a spread of 206.5 basis points, reset quarterly, payable quarterly
in
arrears on March 1, June 1, September 1, and December 1 of each year,
commencing September 1, 2012, subject to the Issuer’s right to defer
interest on one or more occasions for up to ten consecutive
years
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Interest
Payment Dates:
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Each
June 1 and December 1 until June 1, 2012, and thereafter each March
1,
June 1, September 1 and December 1 until the Final Maturity Date,
unless
redeemed or repaid earlier
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Day
Count During Fixed Rate Period:
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30
/
360
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Day
Count During Floating Rate Period:
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ACT
/ 360
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Optional
Redemption:
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Subject
to restrictions under the replacement capital covenant, redeemable
in
whole or in part at the option of the Issuer at the following applicable
redemption price:
·
On or after June 1, 2012, at 100% of the principal amount
plus
accrued and unpaid interest or
·
Prior to June 1, 2012, at the applicable redemption price,
which
will equal the greater of (x) 100% of the principal amount of
the
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ECAPSSM
being
redeemed and (y) the present value of a principal payment on June
1, 2012
and scheduled payments of interest that would have accrued from the
redemption date to June 1, 2012 on the ECAPSSM being redeemed,
discounted to the redemption date on a semi-annual basis (assuming
a
360-day year consisting of twelve 30-day months) at a discount rate
equal
to the treasury rate plus the Applicable Spread, in each case plus
accrued
and unpaid interest to the redemption date
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Redemption
for Tax Event or Rating Agency Event:
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Subject
to restrictions under the replacement capital covenant, redeemable
in
whole but not in part at the option of the Issuer within 90 days
after the
occurrence of a tax event or a rating agency event at the following
applicable redemption price:
·
Prior to June 1, 2012, at the applicable redemption price,
which
will equal the greater of (x) 100% of the principal amount of the
ECAPSSM
being redeemed and (y) the present value of a principal payment on
June 1,
2012 and scheduled payments of interest that would have accrued from
the
redemption date to June 1, 2012 on the ECAPSSM
being
redeemed, discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a
discount
rate equal to the treasury rate plus the Applicable Spread, in each
case
plus accrued and unpaid interest to the redemption date
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Applicable
Spread:
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Applicable
spread means 0.50% in the case of a rating agency event or tax event
and
0.25% in all other cases
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Benchmark:
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4.500%
UST due April 30, 2012
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Benchmark
Strike:
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98-28¾;
4.752%
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Reoffer
Spread:
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+
155 bps
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Reoffer
Yield:
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6.302%
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Issue
Price:
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100%
of principal amount
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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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$1,000,000,000
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Underwriting
Discounts and Commissions:
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1.00%
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Net
Proceeds After Underwriting Discounts and
Commissions:
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$990,000,000
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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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CUSIP
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126650
BK5
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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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