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CVS Health (NYSE: CVS) subsidiary Omnicare seeks chapter 11 relief, weighs restructuring or sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CVS Health Corporation reports that its wholly owned indirect subsidiary Omnicare, LLC and certain related entities have voluntarily begun chapter 11 bankruptcy proceedings in the U.S. to address issues arising from recent litigation in the U.S. District Court for the Southern District of New York, where the court imposed what Omnicare describes as excessive monetary damages.

Omnicare plans to use the court-supervised process to handle broader financial challenges in the long-term care pharmacy industry and to consider restructuring options, including a potential standalone restructuring or sale. Omnicare has arranged debtor-in-possession financing with a third party, which, once approved by the court and combined with ongoing operating cash flows, is expected to provide enough liquidity for the Omnicare entities to continue operating while the chapter 11 process proceeds.

Positive

  • None.

Negative

  • A wholly owned indirect subsidiary, Omnicare, LLC, and certain of its entities have entered chapter 11 due to litigation-related monetary damages and broader financial challenges in the long-term care pharmacy industry.

Insights

CVS subsidiary Omnicare enters chapter 11 after adverse litigation, backed by new debtor-in-possession financing.

The filing explains that Omnicare, LLC, an indirect wholly owned subsidiary of CVS Health, and certain subsidiaries have initiated chapter 11 proceedings. This step follows litigation in the U.S. District Court for the Southern District of New York, where the court imposed monetary damages that Omnicare characterizes as excessive. The restructuring is also tied to broader financial pressures in the long-term care pharmacy sector.

Omnicare has secured a debtor-in-possession financing agreement from a third party to support operations during chapter 11. Subject to court approval, this financing, together with cash generated from operations, is expected to provide sufficient liquidity for the Omnicare entities to meet ongoing business obligations while the company evaluates options such as a standalone restructuring or sale strategy.

CVS HEALTH Corp false 0000064803 0000064803 2025-09-22 2025-09-22
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2025

 

 

 

LOGO

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-01011   05-0494040
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One CVS Drive, Woonsocket, Rhode Island   02895
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (401) 765-1500

Former name or former address, if changed since last report: N/A

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   CVS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Section 8 - Other Events

Item 8.01 Other Events.

On September 22, 2025, Omnicare, LLC (“Omnicare”), a wholly owned indirect subsidiary of CVS Health Corporation (NYSE: CVS), issued a press release announcing that Omnicare and certain of its subsidiary entities (the “Omnicare Entities”) have voluntarily initiated chapter 11 proceedings under the U.S. Bankruptcy Code, in order to resolve issues related to its recent litigation in the U.S. District Court for the Southern District of New York (the “District Court”), in which the District Court imposed excessive monetary damages against Omnicare. Omnicare also intends to use this process to address other financial challenges facing the broader long-term care pharmacy industry and to evaluate its restructuring options, including the implementation of a standalone restructuring or sale strategy. Omnicare has entered into a debtor-in-possession financing agreement with a third party to support the Omnicare Entities as they continue to operate during the chapter 11 proceedings. Upon court approval, Omnicare expects this financing, along with cash generated from operations of the Omnicare Entities, will provide sufficient liquidity for Omnicare to meet its ongoing business obligations during the court-supervised process.

The press release is attached hereunder as Exhibit 99.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits to this Current Report on Form 8-K are as follows:

INDEX TO EXHIBITS

 

Exhibit

  

Description

99.1    Press release of Omnicare, LLC dated September 22, 2025.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

   

 

  CVS HEALTH CORPORATION
Date: September 22, 2025     By:  

/s/ Kristina V. Fink

 

   

 

  Kristina V. Fink

 

   

 

 

Senior Vice President, Secretary and

Chief Governance Officer

FAQ

What did CVS Health (CVS) disclose about Omnicare in this filing?

CVS Health disclosed that its wholly owned indirect subsidiary Omnicare, LLC and certain related entities have voluntarily initiated chapter 11 bankruptcy proceedings in the U.S. to address litigation-related issues and broader financial challenges.

Why did Omnicare, a CVS subsidiary, file for chapter 11 protection?

Omnicare filed for chapter 11 in connection with recent litigation in the U.S. District Court for the Southern District of New York, where the court imposed monetary damages that Omnicare describes as excessive, and to address other financial challenges in the long-term care pharmacy industry.

How will Omnicare fund its operations during the chapter 11 process?

Omnicare has entered into a debtor-in-possession financing agreement with a third party. Upon court approval, this financing, together with cash generated from operations, is expected to provide sufficient liquidity for the Omnicare entities to meet ongoing business obligations during the chapter 11 proceedings.

What restructuring options is Omnicare considering under chapter 11?

Omnicare intends to use the chapter 11 process to evaluate restructuring options, including a standalone restructuring or a potential sale strategy for its business.

Does the filing indicate that Omnicare will continue operating during chapter 11?

Yes. The disclosure states that the debtor-in-possession financing, combined with cash from operations, is expected to give Omnicare and its related entities sufficient liquidity to continue operating while the court-supervised chapter 11 process is underway.

What additional information did CVS Health provide alongside this disclosure?

CVS Health attached an Omnicare press release dated September 22, 2025 as Exhibit 99.1, which is incorporated by reference and provides further detail on the chapter 11 proceedings.

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