CVS Caremark Corporation (NYSE: CVS) announced today the results of its previously announced solicitation of consents (the "Consent Solicitation") from the registered holders as of 5:00 p.m., New York City time on August 8, 2011 (the "Record Date") of its 6.125% Senior Notes due August 15, 2016 (the "Notes") 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 (the "ECAPS"). 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 5:00 p.m., New York City time, on August 22, 2011. The termination of the replacement capital covenant required the consent of the holders of a majority in aggregate principal amount of the outstanding Notes (the "Requisite Consents"). 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 $15.00 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.