8-KRegulation FDExhibits & Filings

CVS HEALTH Corp 8-K Report, Regulation FD Disclosure (Jun 30, 2006)

Filed June 30, 2006For Securities:CVS

Summary

CVS Health Corporation (CVS) filed an 8-K on June 30, 2006, to disclose the completion of its acquisition of approximately 700 standalone drugstores and a distribution center from Albertson's, Inc. This significant transaction, referred to as the "Standalone Drug Business," involved 600 drugstores primarily in Southern California and an additional 100 in other states, along with a distribution center in La Habra, California. The acquisition was structured as an asset purchase for a total of $3.93 billion. CVS financed this acquisition through a combination of a bridge facility and the issuance of commercial paper, with plans to secure longer-term financing in the third quarter of 2006. Additionally, the company anticipates generating up to $1.0 billion by monetizing owned real estate interests related to the acquired drugstores through sale-leaseback transactions. The filing also includes the provision of carve-out financial statements for the acquired Albertson's business.

Key Highlights

  • 1Completion of acquisition of approximately 700 standalone drugstores and a distribution center from Albertson's, Inc.
  • 2Acquired business includes retail drugstores primarily in Southern California and other specified states.
  • 3Transaction structured as an asset purchase with a total purchase price of $3.93 billion.
  • 4Acquisition financed through a bridge facility and commercial paper issuance.
  • 5CVS plans to secure longer-term financing for the acquisition in Q3 2006.
  • 6Anticipates up to $1.0 billion in proceeds from sale-leaseback transactions of acquired real estate.
  • 7Filing includes carve-out financial statements for the acquired Albertson's business.

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