NORTH CHICAGO, Ill.,
Oct. 19, 2020 /PRNewswire/
-- ("AbbVie") announced today the commencement of its offers
to exchange (the "Registered Exchange Offers") any and all of its
outstanding (i) $30,000,000,000
aggregate principal amount of senior unsecured notes previously
issued on November 21, 2019 (the
"2019 USD Notes"), (ii) $13,251,781,000 aggregate principal amount of
senior unsecured notes previously issued on May 14, 2020 (the "2020
USD Notes" and, together with the 2019 USD Notes, the "USD Notes") and (iii)
€2,517,066,000 aggregate principal amount of senior unsecured notes
previously issued on May 14, 2020
(the "Euro Notes" and, together with the USD Notes, the "Original
Notes"), each issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), for an equal principal amount of new notes in a
transaction registered under the Securities Act (the "Registered
Notes").
The 2019 USD Notes were issued in
a private offering to fund a portion of the aggregate cash
consideration payable in connection with AbbVie's acquisition of
Allergan plc ("Allergan") and to pay related fees and expenses. The
2020 USD Notes and the Euro Notes
were issued in a private offering upon the completion of AbbVie's
offers to exchange (the "prior exchange offers") any and all
outstanding notes issued by certain of Allergan's
subsidiaries.
AbbVie is offering to issue the Registered Notes to satisfy its
obligations under the registration rights agreement entered into
with the initial purchasers of the 2019
USD Notes and the registration rights agreement entered into
with the dealer managers for the prior exchange offers. The
Registered Exchange Offers do not represent a new financing
transaction.
The terms of the Registered Notes to be issued in the Registered
Exchange Offers are substantially identical to the terms of the
corresponding series of Original Notes, except that the offering of
the Registered Notes will be registered under the Securities Act
and the transfer restrictions, registration rights and additional
interest provisions applicable to the Original Notes will not apply
to the Registered Notes. AbbVie will issue the Registered Notes
under the same indentures that govern the applicable series of
Original Notes.
The following table sets forth the outstanding aggregate
principal amount of each series of Original Notes. The Registered
Exchange Offers consist of offers to exchange up to the entire
aggregate principal amount of each series of Original Notes for an
equal principal amount of the corresponding series of Registered
Notes.
Title of Series of
Original Notes
|
Amount
Outstanding
|
Senior Floating Rate
Notes due May 2021
|
$750,000,000
|
Senior Floating Rate
Notes due November 2021
|
$750,000,000
|
2.150% Senior Notes
due 2021
|
$1,750,000,000
|
5.000% Senior Notes
due 2021
|
$1,175,701,000
|
3.450% Senior Notes
due 2022
|
$2,627,036,000
|
3.250% Senior Notes
due 2022
|
$1,462,358,000
|
Senior Floating Rate
Notes due 2022
|
$750,000,000
|
2.300% Senior Notes
due 2022
|
$3,000,000,000
|
2.800% Senior Notes
due 2023
|
$244,575,000
|
3.850% Senior Notes
due 2024
|
$945,394,000
|
2.600% Senior Notes
due 2024
|
$3,750,000,000
|
3.800% Senior Notes
due 2025
|
$2,890,467,000
|
2.950% Senior Notes
due 2026
|
$4,000,000,000
|
3.200% Senior Notes
due 2029
|
$5,500,000,000
|
4.550% Senior Notes
due 2035
|
$1,681,354,000
|
4.050% Senior Notes
due 2039
|
$4,000,000,000
|
4.625% Senior Notes
due 2042
|
$389,217,000
|
4.850% Senior Notes
due 2044
|
$1,008,583,000
|
4.750% Senior Notes
due 2045
|
$827,096,000
|
4.250% Senior Notes
due 2049
|
$5,750,000,000
|
0.500% Senior Notes
due 2021
|
€539,018,000
|
1.500% Senior Notes
due 2023
|
€433,228,000
|
1.250% Senior Notes
due 2024
|
€603,389,000
|
2.625% Senior Notes
due 2028
|
€427,893,000
|
2.125% Senior Notes
due 2029
|
€513,538,000
|
AbbVie will accept for exchange any and all Original Notes
validly tendered and not validly withdrawn prior to 5:00 p.m., New York
City time, on November 17,
2020 (as the same may be extended by AbbVie with respect to
one or more series of Original Notes, the "Expiration Date"). Prior
to the Expiration Date, tenders of Original Notes may be withdrawn
according to the procedures described in the Prospectus (as defined
below). Promptly after the Expiration Date, AbbVie will settle the
Registered Exchange Offers by issuing Registered Notes pursuant to
the terms of the Registered Exchange Offers.
A Registration Statement on Form S-4 (File No. 333-249277) (the
"Registration Statement") relating to the Registered Exchange
Offers was filed with the Securities and Exchange Commission on
October 2, 2020 and was declared
effective on October 16, 2020. The
Registered Exchange Offers are being made pursuant to the terms and
subject to the conditions set forth in a prospectus dated
October 19, 2020 (as the same may be
amended or supplemented, the "Prospectus"), which has been filed
with the Securities and Exchange Commission and forms a part of the
Registration Statement. The complete terms and conditions of the
Registered Exchange Offers, including instructions regarding
procedures for tendering Original Notes, are described in the
Prospectus, the Registration Statement and related letter of
transmittal, copies of which may be obtained by contacting (i) U.S
Bank National Association, the exchange agent in connection with
the Registered Exchange Offers for the USD Notes, at (800) 934-6802
or (ii) Elavon Financial Services DAC, the exchange agent in
connection with the Registered Exchange Offers for the Euro Notes,
at +44 (0) 207 330 2000.
This press release is not an offer to sell or exchange or a
solicitation of an offer to buy or exchange any of the securities
described herein. The Registered Exchange Offers are being made
solely pursuant to the terms and conditions of the Prospectus, the
Registration Statement, the related letter of transmittal and the
other related materials.
About AbbVie
AbbVie's mission is to discover and deliver innovative medicines
that solve serious health issues today and address the medical
challenges of tomorrow. We strive to have a remarkable impact on
people's lives across several key therapeutic areas: immunology,
oncology, neuroscience, eye care, virology, women's health and
gastroenterology, in addition to products and services across its
Allergan Aesthetics portfolio. For more information about AbbVie,
please visit us at www.abbvie.com.
Follow @abbvie on Twitter, Facebook, Instagram, YouTube and LinkedIn.
Cautionary Statement Regarding Forward-Looking
Statements
Some statements in this press release may be forward-looking
statements for purposes of the Private Securities Litigation Reform
Act of 1995. The words "believe," "expect," "anticipate,"
"project," and similar expressions, among others, generally
identify forward-looking statements. AbbVie cautions that these
forward-looking statements are subject to risks and uncertainties,
including the impact of the COVID-19 pandemic on AbbVie's
operations, results and financial results, which 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, the failure to realize the expected
benefits of AbbVie's acquisition of Allergan (the "Acquisition"),
the failure to promptly and effectively integrate Allergan's
businesses, significant transaction costs and/or unknown or
inestimable liabilities, potential litigation associated with the
Acquisition, challenges to intellectual property, competition from
other products, difficulties inherent in the research and
development process, adverse litigation or government action and
changes to laws and regulations applicable to our industry. 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 press release could cause
AbbVie's plans with respect to Allergan 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 press release
herein are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
press release. Additional information about economic, competitive,
governmental, technological and other factors that may affect
AbbVie is set forth in the Prospectus under "Risk Factors" and in
AbbVie's filings with the Securities and Exchange Commission,
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 in other documents that AbbVie subsequently files with the
Securities and Exchange Commission that update, supplement or
supersede such information. AbbVie notes these factors for
investors as permitted by the Private Securities Litigation Reform
Act of 1995.
Any forward-looking statements in this press release are based
upon information available to AbbVie as of the date of this press
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 its
behalf are expressly qualified in their entirety by this
paragraph.
Please carefully review and consider the various disclosures
made in this press release, the Prospectus and the documents
incorporated by reference therein that attempt to advise interested
parties of the risks and factors that may affect our business,
prospects and results of operations
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SOURCE AbbVie