ABBOTT PARK, Ill., Feb. 21, 2017
/PRNewswire/ -- Abbott (NYSE:ABT) announced today that it
has commenced offers to exchange all validly tendered and accepted
notes of the following series issued by St. Jude Medical, LLC
(successor to St. Jude Medical, Inc. - STJ) for notes to be issued
by Abbott as described in, and for the consideration summarized in,
the table below. A registration statement on Form S-4 relating to
the issuance of the Abbott notes was filed with the Securities and
Exchange Commission on Feb. 21,
2017, but has not yet been declared
effective.
Aggregate
Principal
Amount
(mm)
|
|
Series of
notes
issued by STJ to Be
Exchanged (the "STJ
notes")
|
|
CUSIP
No.
|
|
Series of
Abbott notes
to Be Issued
|
|
Exchange
Consideration(1)(2)
|
|
Early
Participation
Premium(1)(2)
|
|
Total
Consideration(1)(2)(3)
|
|
|
|
|
|
|
|
|
Abbott
notes
(principal
amount)
|
|
Cash
|
|
Abbott notes
(principal amount)
|
|
Abbott
notes
(principal
amount)
|
|
Cash
|
$500
|
|
2.000% Senior Notes
due 2018
|
|
790849AL7
|
|
2.000% Senior Notes
due 2018
|
|
$970
|
|
$2.50
|
|
$30
|
|
$1,000
|
|
$2.50
|
$500
|
|
2.800% Senior Notes
due 2020
|
|
790849AM5
|
|
2.800% Senior Notes
due 2020
|
|
$970
|
|
$2.50
|
|
$30
|
|
$1,000
|
|
$2.50
|
$900
|
|
3.25% Senior Notes
due 2023
|
|
790849AJ2
|
|
3.25% Senior Notes
due 2023
|
|
$970
|
|
$2.50
|
|
$30
|
|
$1,000
|
|
$2.50
|
$500
|
|
3.875% Senior Notes
due 2025
|
|
790849AN3
|
|
3.875% Senior Notes
due 2025
|
|
$970
|
|
$2.50
|
|
$30
|
|
$1,000
|
|
$2.50
|
$700
|
|
4.75% Senior Notes
due 2043
|
|
790849AK9
|
|
4.75% Senior Notes
due 2043
|
|
$970
|
|
$2.50
|
|
$30
|
|
$1,000
|
|
$2.50
|
|
|
|
|
1
|
Consideration,
representing principal amount of Abbott notes, per $1,000 principal
amount of STJ notes validly tendered, subject to any rounding as
described in the Registration Statement.
|
|
|
2
|
As used in this
table, the term "Abbott notes" refers, in each case, to the series
of Abbott notes corresponding to the series of STJ notes of like
tenor and coupon.
|
|
|
3
|
Includes the early
participation premium for STJ notes validly tendered before the
early consent date (as described in the prospectus (as defined
below) and not validly withdrawn.
|
In connection with the exchange offers, Abbott is also
soliciting consents from holders of the STJ notes to amend the
indentures governing the STJ notes to eliminate various covenants,
event of default provisions and other provisions under the
applicable indentures and STJ notes. If the proposed amendments are
adopted for any series, the STJ notes of that series will be
governed by the applicable amended indenture, which will have less
restrictive terms and afford reduced protections to the holders of
those securities compared to those currently in the indentures or
those applicable to the Abbott notes to be issued by Abbott.
In order for the proposed amendments to the indentures governing
the STJ notes to be adopted with respect to a series of STJ notes,
holders of a majority in aggregate principal amount of the
outstanding notes of such series must consent to them.
The exchange offers and consent solicitations (together, the
exchange offers) commence on Feb. 21, 2017, and expire
at 11:59 p.m., New York City time, on Mar. 20,
2017, unless extended or terminated.
In exchange for each $1,000 principal amount of STJ
notes that is validly tendered prior to 5:00 p.m., New
York City time, on Mar. 6, 2017, and not validly
withdrawn, holders will be eligible to receive the consideration
set out in the table above under the "total consideration" column,
which consists of $1,000 principal amount of Abbott notes and
a cash consent fee of $2.50. The total consideration includes
the early participation premium set out in the table above. In
exchange for each $1,000 principal amount of STJ notes
that is validly tendered after 5:00
p.m., New York City time on
Mar. 6, 2017, but on or before
11:59 p.m., New York City time on Mar. 20, 2017, and not validly withdrawn, holders
will be eligible to receive only the consideration set out in the
table above under the "exchange consideration" column, which is
equal to the total consideration less the early participation
premium and so consists of $970 principal amount of Abbott
notes and the consent fee.
Each Abbott note issued in exchange for a STJ note will accrue
interest at the same annual interest rate and have the same
currency, maturity and interest payment dates as the applicable
series of STJ notes. The Abbott notes will be unsecured,
unsubordinated debt obligations of Abbott, will rank equally in
right of payment with all other existing and future unsubordinated
indebtedness and other obligations of Abbott and will be
effectively subordinated in right of payment to all existing and
future secured indebtedness and other obligations of Abbott (to the
extent of the value of the collateral securing such obligations).
The Abbott notes will also be structurally subordinated to all
obligations of the subsidiaries of Abbott with respect to the
assets of such subsidiaries (including STJ and its respective
subsidiaries), other than any subsidiaries that may guarantee the
Abbott notes in the future.
The dealer managers for the exchange offers are:
BofA Merrill
Lynch
214 North Tryon
Street,
14th Floor
Charlotte, North
Carolina 28255
Attn: Liability
Management Group
Toll-Free: (888)
292-0070
Collect: (980)
387-3907
|
Barclays
745 Seventh Avenue,
5th Floor
New York, New York
10019
Attn: Liability
Management Group
Toll-Free: (800)
438-3242
Collect: (212)
528-7581
Email:
us.lm@barclays.com
|
Morgan Stanley
& Co. LLC
1585 Broadway,
4th Floor
New York, New York
10036
Attn: Liability
Management Group
Toll-Free: (800)
624-1808
Collect: (212)
761-1057
Email:
lmgny@morganstanley.com
|
The exchange agent and information agent for the exchange offers
is:
D.F. King &
Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Andrew Beck
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 659-6590
Email: abt@dfking.com
Website: www.dfking.com/abt
Wachtell, Lipton, Rosen & Katz is acting as legal advisor to
Abbott in connection with the exchange offers.
The exchange offers are being made pursuant to the terms and
conditions set forth in Abbott's preliminary prospectus, dated as
of Feb. 21, 2017 (the "prospectus"), which forms a part
of the registration statement. Subject to the terms and
conditions of the exchange offers, STJ intends to enter into a
supplemental indenture with respect to each affected series of STJ
notes promptly upon the later of (i) the receipt of the consent of
the holders of at least a majority in aggregate principal amount
for the applicable series of STJ notes and (ii) 5:00 p.m., New York
City time on Mar. 6, 2017.
Tendered STJ notes may be validly withdrawn at any time prior to
the expiration of the exchange offers. Consents may be revoked at
any time until the supplemental indenture for the applicable series
of notes is executed but may not be revoked after such supplemental
indenture is executed.
The consummation of the exchange offers is subject to, and
conditional upon, the satisfaction or, where permitted, waiver of
the conditions discussed in the prospectus, including, among other
things, the receipt of valid consents to the proposed amendments to
the indentures governing the STJ notes from the holders of at least
a majority of the outstanding aggregate principal amount of each
series of STJ notes and the registration statement having been
declared effective by the SEC.
Additional Information and Where to Find it
Abbott has
filed a registration statement (including a preliminary prospectus)
with the SEC for the exchange offers to which this press release
relates. Before you invest, you are urged to read the preliminary
prospectus in that registration statement and other relevant
documents filed or to be filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information about Abbott, the exchange offers and
related matters. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of
the preliminary prospectus may be obtained by contacting BofA
Merrill Lynch, Attention: Liability Management Group, 214 North
Tryon Street, 14th Floor, Charlotte,
North Carolina 28255 or calling (888) 292-0070. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by Abbott by requesting them by mail
at Abbott Laboratories, 100 Abbott Park Road, Abbott Park, IL
60064-6400, Attention Investor Relations, or by telephone at (224)
667-8945.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related consents. The
exchange offers may be made only pursuant to the terms and
conditions set forth in Abbott's preliminary prospectus and the
other related materials. The registration statement relating to the
Abbott notes has been filed with the SEC but has not yet become
effective. The Abbott notes may not be sold, nor may offers to buy
be accepted, prior to the time the registration statement is
declared effective by the SEC.
About Abbott:
Abbott is a global healthcare company
devoted to improving life through the development of products and
technologies that span the breadth of healthcare. With a portfolio
of leading, science-based offerings in diagnostics, medical
devices, nutritionals and branded generic pharmaceuticals, Abbott
serves people in more than 150 countries and employs approximately
94,000 people.
Visit Abbott at www.abbott.com and connect with us on
Twitter at @AbbottNews.
Private Securities Litigation Reform Act of
1995 —
A Caution Concerning Forward-Looking
Statements
Some statements in this news release may be
forward-looking statements for purposes of the Private Securities
Litigation Reform Act of 1995. Abbott cautions that these
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements. Economic, competitive,
governmental, technological and other factors that may affect
Abbott's and St. Jude Medical's operations are discussed in Item
1A, "Risk Factors,'' Abbott's Annual Report on Form 10-K for the
year ended Dec. 31, 2016, which is
incorporated by reference. Abbott undertakes no obligation to
release publicly any revisions to forward-looking statements as a
result of subsequent events or developments, except as required by
law.
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SOURCE Abbott