Item 8.01. Other Events.
On April 6, 2020, AbbVie Inc.
(“AbbVie”) issued a press release announcing that it has extended the expiration date 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 amendments
(the “Amendments”) to eliminate substantially all of the covenants, restrictive
provisions, events of default and any guarantees of the related Allergan Notes in each of the indentures governing the Allergan
Notes.
AbbVie extended
such expiration date from 5:00 p.m., New York City time, on April 10, 2020 to 5:00 p.m., New York City time, on April 24, 2020
(as the same may be further extended, the “Expiration Date”).
The Exchange Offers
and Consent Solicitations were commenced in connection with AbbVie’s proposed acquisition of Allergan plc (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, each as amended by the press releases dated
November 18, 2019, December 20, 2019, January 27, 2020, February 24, 2020, March 9, 2020 and March 23, 2020 and the attached press
release. The Exchange Offers and Consent Solicitations are conditioned upon the consummation of the Acquisition, which condition
may not be waived by AbbVie, and certain other conditions that may be waived by AbbVie.
The settlement
date of the Exchange Offers and Consent Solicitations is expected to occur promptly after the Expiration Date and the Expiration
Date of each of the Exchange Offers is expected to be extended to occur on or about the closing date of the Acquisition. As a result,
the Expiration Date may be further extended one or more times. AbbVie currently anticipates providing notice of any such extension
in advance of the Expiration Date.
Supplemental indentures
effecting the Amendments were executed on November 7, 2019. Such supplemental indentures will become operative only upon settlement
of the Exchange Offers.
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.