Item 1.01
.
Entry into a Material Definitive Agreement
On November 22, 2016, Abbott Laboratories (Abbott) completed the public offering and issuance of $15.1 billion aggregate principal amount of senior notes, consisting of $2,850,000,000 aggregate principal amount of its 2.350% Notes due 2019 (the 2019 Notes), $2,850,000,000 aggregate principal amount of its 2.900% Notes due 2021 (the 2021 Notes), $1,500,000,000 aggregate principal amount of its 3.400% Notes due 2023 (the 2023 Notes), $3,000,000,000 aggregate principal amount of its 3.750% Notes due 2026 (the 2026 Notes), $1,650,000,000 aggregate principal amount of its 4.750% Notes due 2036 (the 2036 Notes) and $3,250,000,000 aggregate principal amount of its 4.900% Notes due 2046 (the 2046 Notes and together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes and the 2036 Notes, the Notes).
The notes were sold pursuant to a pricing agreement, dated November 17, 2016, among Abbott, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Morgan Stanley & Co. LLC, for themselves and as representatives of the several other underwriters named therein. The Notes were issued pursuant to the Prospectus Supplement, dated November 17, 2016 and filed with the Securities and Exchange Commission (the SEC) on November 18, 2016, and the Prospectus dated March 5, 2015, filed as part of the shelf registration statement (File No. 333-202508) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on March 5, 2015.
Abbott intends to use the net proceeds from the Notes offering, together with cash on hand, to fund the cash consideration payable by us for the St. Jude Medical Acquisition and to pay related expenses and for general corporate purposes, which may include, without limitation, the repayment of indebtedness or the funding of other acquisitions. If the consummation of the St. Jude Medical, Inc. acquisition does not occur on or before December 31, 2017 or Abbott notifies the trustee in respect of the Notes that Abbott will not pursue the consummation of the St. Jude Medical acquisition, Abbott will be required to redeem the 2019 Notes, the 2023 Notes, the 2026 Notes, and 2036 Notes and the 2046 Notes (but not the 2021 Notes) at a redemption price equal to 101% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding the applicable special mandatory redemption date.
Please refer to the Prospectus Supplement dated November 17, 2016 for additional information regarding the Notes offering and the terms and conditions of the Notes. The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Indenture filed as Exhibit 4.1 hereto; and (ii) the forms of the notes attached hereto as Exhibits 4.2 through 4.7, inclusive.