NORTH CHICAGO, Ill.,
May 13, 2020 /PRNewswire/
-- AbbVie Inc. (NYSE:ABBV) ("AbbVie") announced today the
final results of the 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 the related consent
solicitations (each, a "Consent Solicitation" and, collectively,
the "Consent Solicitations") being made by AbbVie on behalf of
Allergan to adopt certain amendments to each of the indentures
(each, an "Allergan Indenture") governing the Allergan Notes. The
Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York
City time, on May 12, 2020
(the "Expiration Date").
On the early participation date of November 7, 2019 (the "Early Participation
Date"), requisite consents were received and supplemental
indentures were executed eliminating substantially all of the
covenants, restrictive provisions, events of default and any
guarantees of the related Allergan Notes in each Allergan
Indenture. Such supplemental indentures will become operative upon
settlement of the Exchange Offers, which is expected to occur on
May 14, 2020 (the "Settlement
Date").
The Exchange Offers and Consent Solicitations were commenced in
connection with AbbVie's acquisition of Allergan plc (the
"Acquisition") and were 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, March 23, 2020, April 6,
2020, April 20, 2020,
April 27, 2020 and May 5, 2020 (collectively, the "Offering
Documents"), and were conditioned upon the closing of the
Acquisition, which was completed on May
8, 2020. As of the Expiration Date, all conditions to
the Exchange Offers and Consent Solicitations were satisfied.
As of the Expiration Date, an aggregate of $13,994,942,000 principal amount of Allergan USD
Notes (as defined below) and an aggregate of €3,064,769,000
principal amount of Allergan Euro Notes (as defined below) had been
validly tendered and not validly withdrawn as set forth in the
table below:
|
|
|
|
|
Allergan Notes
Tendered as of 5:00 p.m., New York City time, May 12,
2020
|
Title of Series of
Notes
|
|
CUSIP /
ISIN No.
|
|
Issuer
|
|
Principal Amount
Outstanding
|
|
Principal
Amount
|
|
Percentage
|
3.375% Senior Notes
due 2020
|
|
018490AN2
|
|
Allergan,
Inc.
|
|
$650,000,000
|
|
$311,602,000
|
|
47.94%
|
4.875% Senior Notes
due 2021
|
|
345838AE6 (144A) /
U3455QAC7
(Reg S)
|
|
Allergan Sales,
LLC
|
|
$450,000,000
|
|
$431,559,000
|
|
95.90%
|
5.000% Senior Notes
due 2021
|
|
345838AA4 (144A) /
U3455QAA1
(Reg S)
|
|
Allergan Sales,
LLC
|
|
$1,200,000,000
|
|
$1,175,701,000
|
|
97.98%
|
3.450% Senior Notes
due 2022
|
|
00507UAR2
|
|
Allergan Funding
SCS
|
|
$2,878,224,000
|
|
$2,627,036,000
|
|
91.27%
|
3.250% Senior Notes
due 2022
|
|
942683AF0
|
|
Allergan Finance,
LLC
|
|
$1,700,000,000
|
|
$1,462,358,000
|
|
86.02%
|
2.800% Senior Notes
due 2023
|
|
018490AQ5
|
|
Allergan,
Inc.
|
|
$350,000,000
|
|
$244,575,000
|
|
69.88%
|
3.850% Senior Notes
due 2024
|
|
00507UAF8
|
|
Allergan Funding
SCS
|
|
$1,036,740,000
|
|
$945,394,000
|
|
91.19%
|
3.800% Senior Notes
due 2025
|
|
00507UAS0
|
|
Allergan Funding
SCS
|
|
$3,020,692,000
|
|
$2,890,467,000
|
|
95.69%
|
4.550% Senior Notes
due 2035
|
|
00507UAT8
|
|
Allergan Funding
SCS
|
|
$1,789,000,000
|
|
$1,681,354,000
|
|
93.98%
|
4.625% Senior Notes
due 2042
|
|
942683AH6
|
|
Allergan Finance,
LLC
|
|
$456,710,000
|
|
$389,217,000
|
|
85.22%
|
4.850% Senior Notes
due 2044
|
|
00507UAH4
|
|
Allergan Funding
SCS
|
|
$1,079,360,000
|
|
$1,008,583,000
|
|
93.44%
|
4.750% Senior Notes
due 2045
|
|
00507UAU5
|
|
Allergan Funding
SCS
|
|
$880,956,000
|
|
$827,096,000
|
|
93.89%
|
Floating Rate Notes
due 2020
|
|
XS1909193077
|
|
Allergan Funding
SCS
|
|
€700,000,000
|
|
€547,703,000
|
|
78.24%
|
0.500% Senior Notes
due 2021
|
|
XS1622630132
|
|
Allergan Funding
SCS
|
|
€750,000,000
|
|
€539,018,000
|
|
71.87%
|
1.500% Senior Notes
due 2023
|
|
XS1909193150
|
|
Allergan Funding
SCS
|
|
€500,000,000
|
|
€433,228,000
|
|
86.65%
|
1.250% Senior Notes
due 2024
|
|
XS1622624242
|
|
Allergan Funding
SCS
|
|
€700,000,000
|
|
€603,389,000
|
|
86.20%
|
2.625% Senior Notes
due 2028
|
|
XS1909193317
|
|
Allergan Funding
SCS
|
|
€500,000,000
|
|
€427,893,000
|
|
85.58%
|
2.125% Senior Notes
due 2029
|
|
XS1622621222
|
|
Allergan Funding
SCS
|
|
€550,000,000
|
|
€513,538,000
|
|
93.37%
|
For each $1,000 principal amount
of Allergan USD Notes or €1,000 principal amount of Allergan Euro
Notes validly tendered and not validly withdrawn at or prior to the
Early Participation Date, eligible holders of such Allergan USD
Notes or Allergan Euro Notes are eligible to receive on the
Settlement Date an early participation payment of $1.00 or €1.00, as applicable, in cash, even if
on such Settlement Date such eligible holder is no longer the
holder of record of such Allergan Notes. In addition, for each
$1,000 principal amount of Allergan
USD Notes or €1,000 principal amount of Allergan Euro Notes validly
tendered and not validly withdrawn prior to the Expiration Date,
eligible holders are eligible to receive on the Settlement Date
$1,000 principal amount of the AbbVie
Notes of the applicable series or €1,000 principal amount of the
AbbVie Notes of the applicable series, as applicable.
Each AbbVie Note issued in the Exchange Offers for a validly
tendered Allergan Note will have an interest rate and maturity date
that is identical to the interest rate and maturity date of the
tendered Allergan Note, as well as identical interest payment dates
and optional redemption prices. No accrued and unpaid interest is
payable upon acceptance of any Allergan Notes in the Exchange
Offers and Consent Solicitations. However, the first interest
payment on the AbbVie Notes will include the accrued and unpaid
interest from the applicable Allergan Notes tendered in exchange
therefor so that a tendering eligible holder will receive the same
interest payment it would have received had its Allergan Notes not
been tendered in the Exchange Offers and Consent Solicitations. The
AbbVie Notes will be AbbVie's general, unsecured senior
obligations, and will rank equally in right of payment with all of
AbbVie's existing and future unsecured senior indebtedness,
liabilities and other obligations.
In this news release, references to the "Allergan Euro Notes"
collectively refer to (i) the Floating Rate Notes due 2020 issued
by Allergan Funding, (ii) the 0.500% Senior Notes due 2021
issued by Allergan Funding, (iii) the 1.500% Senior Notes due 2023
issued by Allergan Funding, (iv) the 1.250% Senior Notes due 2024
issued by Allergan Funding, (v) the 2.625% Senior Notes due 2028
issued by Allergan Funding and (vi) the 2.125% Senior Notes due
2029 issued by Allergan Funding. References to the "Allergan USD
Notes" collectively refer to (i) the 3.375% Senior Notes due
2020 issued by Allergan Inc, (ii) the 4.875% Senior Notes due
2021 issued by Allergan Sales, (iii) the 5.000% Senior Notes
due 2021 issued by Allergan Sales, (iv) the 3.450% Senior Notes due
2022 issued by Allergan Funding, (v) the 3.250% Senior Notes due
2022 issued by Allergan Finance, (vi) the 2.800% Senior Notes due
2023 issued by Allergan Inc, (vii) the 3.850% Senior Notes due 2024
issued by Allergan Funding, (viii) the 3.800% Senior Notes due 2025
issued by Allergan Funding, (ix) the 4.550% Senior Notes due 2035
issued by Allergan Funding, (x) the 4.625% Senior Notes due 2042
issued by Allergan Finance, (xi) the 4.850% Senior Notes due 2044
issued by Allergan Funding and (xii) the 4.750% senior notes due
2045 issued by Allergan Funding. The Allergan USD Notes and the
Allergan Euro Notes are referred to herein collectively as the
"Allergan Notes."
Documents relating to the Exchange Offers and Consent
Solicitations were only distributed to eligible holders of Allergan
Notes who completed and returned an eligibility form confirming
that they were either a "qualified institutional buyer" as defined
in Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or not a "U.S. person" and outside the United States within the meaning of
Regulation S under the Securities Act. The complete terms and
conditions of the Exchange Offers and Consent Solicitations are
described in the Offering Documents.
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations were made
solely pursuant to the Offering Documents and only to such persons
and in such jurisdictions as are permitted under applicable
law.
The AbbVie Notes offered in the Exchange Offers have not been
registered under the Securities Act 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 and any applicable state
securities laws.
Cautionary Statement Regarding Forward-Looking
Information
This news release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including forward-looking statements with respect
to the Acquisition and the combined group's estimated or
anticipated future business, performance and results of operations
and financial condition, including estimates, forecasts, targets
and plans for the combined group, as well as the expected timing of
the settlement of the Exchange Offers. The words "believe,"
"expect," "anticipate," "project" and similar expressions, among
others, generally identify forward-looking statements. 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. Such risks and
uncertainties include, but are not limited to, failure to realize
the expected benefits of the Acquisition, including the synergies
and value creation contemplated by the Acquisition, failure to
promptly and effectively integrate Allergan plc's businesses,
significant transaction costs and/or unknown or inestimable
liabilities, potential litigation associated with the Acquisition,
the combined group's inability to retain key personnel and the
impact of public health outbreaks, epidemics or pandemics, such as
COVID-19. These forward-looking statements are based on numerous
assumptions and assessments made in light of AbbVie's experience
and perception of historical trends, current conditions, business
strategies, operating environment, future developments and other
factors it believes appropriate. By their nature, forward-looking
statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will
occur in the future. The factors described in the context of such
forward-looking statements in this news release could cause
AbbVie's plans with respect to Allergan plc or AbbVie's actual
results, performance or achievements, industry results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations
will prove to have been correct and persons reading this news
release are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this news release. Additional information about economic,
competitive, governmental, technological and other factors that may
affect AbbVie can be found in AbbVie's filings with the SEC,
including the risk factors discussed in AbbVie's most recent Annual
Report on Form 10-K, as updated by its Quarterly Reports on Form
10-Q and other future filings with the SEC.
Any forward-looking statements in this news release are based
upon information available to AbbVie as of the date of this news
release and, while believed to be true when made, may ultimately
prove to be incorrect. Subject to any obligations under applicable
law, AbbVie undertakes no obligation to update any forward-looking
statement whether as a result of new information, future
developments or otherwise, or to conform any forward-looking
statement to actual results, future events, or to changes in
expectations. All subsequent written and oral forward-looking
statements attributable to AbbVie or any person acting on their
behalf are expressly qualified in their entirety by this
paragraph.
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SOURCE AbbVie