Current Report Filing (8-k)

Date : 11/06/2019 @ 8:31PM
Source : Edgar (US Regulatory)
Stock : AbbVie Inc (ABBV)
Quote : 87.84  -0.89 (-1.00%) @ 12:59AM
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Current Report Filing (8-k)

0001551152 false Common Stock, $0.01 Par Value ABBV 0001551152 2019-11-05 2019-11-06 0001551152 us-gaap:CommonStockMember exch:XNYS 2019-11-05 2019-11-06 0001551152 exch:XCHI us-gaap:CommonStockMember 2019-11-05 2019-11-06 0001551152 abbv:Sec1.375SeniorNotesDue2024Member 2019-11-05 2019-11-06 0001551152 abbv:Sec0.750SeniorNotesDue2027Member 2019-11-05 2019-11-06 0001551152 abbv:Sec2.125SeniorNotesDue2028Member 2019-11-05 2019-11-06 0001551152 abbv:Sec1.250SeniorNotesDue2031Member 2019-11-05 2019-11-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 6, 2019




(Exact Name of Registrant as Specified in its Charter)



Delaware   001-35565   32-0375147
(State or other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)



1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (847) 932-7900


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
Common Stock, $0.01 Par Value   ABBV   New York Stock Exchange
Chicago Stock Exchange
1.375% Senior Notes due 2024   ABBV24   New York Stock Exchange
0.750% Senior Notes due 2027   ABBV27   New York Stock Exchange
2.125% Senior Notes due 2028   ABBV28   New York Stock Exchange
1.250% Senior Notes due 2031   ABBV31   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. ¨




Common Stock, $0.01 Par Value ABBV





Item 7.01. Regulation FD Disclosure.


In connection with the proposed Offering described in Item 8.01 below, AbbVie Inc. (“AbbVie”) is disclosing the section captioned “Sources and Uses of Funds and Pro Forma Debt” excerpted from the confidential offering memorandum, dated November 6, 2019, relating to the Offering, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Further, the information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.


As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 incorporated herein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Additionally, the submission of the information set forth in this Item 7.01 is not deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.


Item 8.01 Other Events.


On November 6, 2019, AbbVie issued a press release announcing that it had launched a private offering of senior unsecured notes (the “Offering”).


The Offering is being conducted in connection with AbbVie’s previously announced acquisition (the “Acquisition”) of Allergan plc (“Allergan”). AbbVie expects to use the net proceeds from the Offering to fund a portion of the aggregate cash consideration due to Allergan shareholders in connection with the Acquisition and to pay related fees and expenses, with any remaining net proceeds being used for general corporate purposes. Consummation of the Offering is subject to market and other conditions.


A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein in its entirety.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Exhibit
99.1   Certain supplemental information regarding the Offering excerpted from AbbVie Inc.’s confidential offering memorandum, dated November 6, 2019.
99.2   Press release of AbbVie Inc., dated November 6, 2019.
104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).








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.


Date: November 6, 2019 By: /s/ Robert A. Michael
    Robert A. Michael
    Executive Vice President, Chief Financial Officer



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