Current Report Filing (8-k)
November 08 2019 - 06:07AM
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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): November 8, 2019 (November 7, 2019)
ABBVIE INC.
(Exact Name of Registrant as Specified
in its Charter)
_______________________________________________
Delaware
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001-35565
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32-0375147
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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_______________________________________________
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.01 Par Value
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ABBV
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New York Stock Exchange
Chicago Stock Exchange
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1.375% Senior Notes due 2024
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ABBV24
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New York Stock Exchange
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0.750% Senior Notes due 2027
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ABBV27
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New York Stock Exchange
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2.125% Senior Notes due 2028
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ABBV28
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New York Stock Exchange
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1.250% Senior Notes due 2031
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ABBV31
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New York Stock Exchange
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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. ¨
Item 8.01. Other Events.
On November 7,
2019, AbbVie Inc. (“AbbVie”) announced the early tender results
of its previously announced (i) offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange
Offers”) any and all outstanding notes of certain series issued by Allergan Finance, LLC (“Allergan Finance”),
Allergan, Inc. (“Allergan Inc”), Allergan Sales, LLC (“Allergan Sales”) and Allergan Funding SCS (“Allergan
Funding” and, together with Allergan Finance, Allergan Inc and Allergan Sales, “Allergan”) (the “Allergan
Notes”) for new notes to be issued by AbbVie (the “AbbVie Notes”) and (ii) related consent solicitations (each,
a “Consent Solicitation” and, collectively, the “Consent Solicitations”) being made by AbbVie on behalf
of Allergan to adopt certain proposed amendments (the “Amendments”) that would eliminate
substantially all of the covenants, restrictive provisions, events of default and any guarantees of the related Allergan Notes
in each of the indentures (each, an “Allergan Indenture”) governing the Allergan Notes.
Based on the early
tenders as of 5:00 p.m., New York City time, on November 7, 2019, the requisite number of consents have been received to adopt
the Amendments with respect to all outstanding series of Allergan Notes. The applicable Allergan obligors have executed a supplemental
indenture with respect to each Allergan Indenture implementing the Amendments. The Amendments will become operative only upon settlement
of the Exchange Offers.
The Exchange Offers
and Consent Solicitations were commenced in connection with AbbVie’s proposed acquisition of Allergan (the “Acquisition”)
and are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent
solicitation statement, dated October 25, 2019, and the related letter of transmittal. The Exchange Offers and Consent Solicitations
will expire at 11:59 p.m., New York City time, on November 22, 2019 (the “Expiration Date”), unless extended or earlier
terminated by AbbVie, and are conditioned, among other things, upon the consummation of the Acquisition, which is expected to occur
in early 2020. As a result, the Expiration Date may be extended one or more times. AbbVie currently anticipates providing notice
of any such extension in advance of the Expiration Date.
The AbbVie Notes
offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended, or any state securities laws.
Therefore, the AbbVie Notes may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.
A copy of the
press release issued by AbbVie is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
SIGNATURE
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.
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ABBVIE INC.
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Date: November 8, 2019
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By:
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/s/
Robert A. Michael
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Robert A. Michael
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Executive Vice President, Chief Financial Officer
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Common Stock, $0.01 Par Value
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ABBV
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