8-KMaterial AgreementsExhibits & Filings

CVS HEALTH Corp 8-K Report, Material Agreement (Sep 25, 2012)

Filed September 25, 2012For Securities:CVS

Summary

CVS Health Corporation (CVS) has filed an 8-K report detailing the commencement of a significant share repurchase program. The company's Board of Directors authorized a new program for up to $6.0 billion in common stock repurchases, effective immediately upon approval on September 19, 2012. This program allows for flexibility in execution, including open market purchases, privately negotiated transactions, and accelerated share repurchases. As an immediate action under this new authorization, CVS Caremark entered into an accelerated share repurchase (ASR) transaction with Barclays Bank PLC for $1.2 billion. This ASR utilized $1.0 billion from the new 2012 Repurchase Program and $200 million from a previously authorized 2011 program, effectively completing the 2011 program. The remaining $5.0 billion under the 2012 Repurchase Program is subject to market conditions and other factors, with no guarantee on timing or price.

Key Highlights

  • 1CVS Health has authorized a new share repurchase program of up to $6.0 billion.
  • 2The new program commenced immediately on September 19, 2012.
  • 3The company entered into an Accelerated Share Repurchase (ASR) transaction valued at $1.2 billion with Barclays Bank PLC.
  • 4The ASR transaction used $1.0 billion from the new 2012 program and $200 million from the prior 2011 program, concluding the 2011 program.
  • 5The ASR transaction is expected to last approximately three months.
  • 6The remaining $5.0 billion of the 2012 Repurchase Program has no fixed timing or price for execution.
  • 7Repurchases can be conducted through various methods, including open market, private negotiations, and derivative transactions.

Frequently Asked Questions

The Board of Directors authorized a new share repurchase program for up to $6.0 billion of the Corporation's outstanding common stock.

The authorization for the 2012 Repurchase Program took effect immediately upon approval by the Board of Directors on September 19, 2012.

An Accelerated Share Repurchase is a transaction where a company buys back its own stock quickly from a financial institution. CVS entered into an ASR with Barclays Bank PLC for $1.2 billion. This utilized $1.0 billion from the new 2012 program and $200 million from the previously approved 2011 program.

There is no specific timeline or guarantee for when the remaining $5.0 billion will be repurchased. The company stated that the amount, timing, and prices of repurchases will vary based on market conditions and other factors. The Board of Directors also retains the right to modify, extend, or terminate the program at any time.