CVS HEALTH CORPORATION $1,750,000,000 2.125% Senior Notes due 2021 $1,750,000,000 2.875% Senior Notes due 2026 Underwriting AgreementUnderwriting Agreement • May 18th, 2016 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • New York
CVS Health Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $1,750,000,000 aggregate principal amount of its 2.125% Senior Notes due 2021 (the “2021 Notes”) and $1,750,000,000 aggregate principal amount of its 2.875% Senior Notes due 2026 (the “2026 Notes” and together with the 2021 Notes, the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”). The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to an Indenture dated as of August 15, 2006 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the
