Current Report Filing (8-k)
October 25 2019 - 8:26AM
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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): October 25, 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. ¨
Common Stock, $0.01 Par Value
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ABBV
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Item 8.01. Other Events.
As previously
disclosed, on June 25, 2019, AbbVie Inc. (“AbbVie”) and
Venice Subsidiary LLC, a direct wholly-owned subsidiary of AbbVie (“Acquirer Sub”), entered into a Transaction Agreement
with Allergan plc (“Allergan”), pursuant to which Acquirer Sub will acquire Allergan (the “Acquisition”).
As a result, Allergan will become a wholly-owned subsidiary of AbbVie.
On October 25,
2019, AbbVie announced the commencement, in connection with the Acquisition,
of offers to exchange 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”). Concurrently with the offers to exchange (each,
an “Exchange Offer” and, collectively, the “Exchange Offers”) the Allergan Notes for AbbVie Notes, AbbVie
(on behalf of Allergan) is also soliciting consents from eligible holders of each series of Allergan Notes (each, a
“Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments
to each of the indentures (each, an “Allergan Indenture”) governing the Allergan Notes to (i) eliminate substantially
all of the restrictive covenants in such Allergan Indenture, (ii) eliminate certain of the events which may lead to an “Event
of Default” in such Allergan Indenture (other than the failure to pay principal, premium or interest), (iii) eliminate any
restrictions on the applicable Allergan obligor in such Allergan Indenture from consolidating with or merging into any other person
or conveying, transferring or leasing all or any of its properties and assets to any person and (iv) eliminate any guarantees of
the related Allergan Notes.
The Exchange Offers
and Consent Solicitations 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, and are conditioned,
among other things, upon the consummation of the Acquisition, which is expected to occur in early 2020.
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: October 25, 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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