8-KOther EventsExhibits & Filings

AbbVie Inc. 8-K Report, Corporate Update (Mar 23, 2020)

Filed March 23, 2020For Securities:ABBV

Summary

AbbVie Inc. (ABBV) has announced an extension of its previously initiated exchange offers and consent solicitations related to Allergan's outstanding notes. These offers, which allow holders of Allergan notes to exchange them for new AbbVie notes and consent to amendments that would remove certain covenants and restrictive provisions, were extended from March 27, 2020, to April 10, 2020. This extension is directly tied to AbbVie's ongoing acquisition of Allergan plc, with the settlement date of these offers expected to coincide with the closing of the acquisition. The primary driver for this filing is the procedural adjustment to the debt exchange process, aligning it with the anticipated closing of the Allergan acquisition. Investors should note that the successful completion of the acquisition remains a condition for the settlement of these exchange offers. The extension provides additional time for the acquisition to close, and consequently, for the debt restructuring to be finalized. The underlying purpose is to streamline Allergan's debt structure post-acquisition.

Key Highlights

  • 1AbbVie extended the expiration date for its exchange offers and consent solicitations for Allergan notes.
  • 2The new expiration date is April 10, 2020, moved from the previous date of March 27, 2020.
  • 3These offers are in connection with AbbVie's proposed acquisition of Allergan plc.
  • 4The exchange offers allow holders of Allergan notes to exchange them for new AbbVie notes.
  • 5The consent solicitations aim to amend Allergan notes by eliminating substantially all covenants, restrictive provisions, and events of default.
  • 6Settlement of the exchange offers is conditioned upon the consummation of the Allergan acquisition and is expected to occur promptly after the expiration date, potentially on the closing date.
  • 7The AbbVie notes offered have not been registered under the Securities Act and are subject to registration or exemption requirements.

Frequently Asked Questions

This 8-K filing is primarily to announce that AbbVie has extended the expiration date of its offers to exchange Allergan's outstanding notes for new AbbVie notes and its related consent solicitations. This extension is to align with the expected closing timeline of AbbVie's acquisition of Allergan plc.

AbbVie is exchanging Allergan's notes for its own notes and soliciting consents to amend Allergan's existing debt. The goal is to eliminate restrictive covenants and simplify the debt structure of Allergan following the completion of AbbVie's acquisition of Allergan plc.

The new expiration date for the exchange offers and consent solicitations is April 10, 2020, at 5:00 p.m., New York City time. This was extended from the previous deadline of March 27, 2020.

The exchange offers and consent solicitations are conditioned upon the consummation of the Allergan acquisition. While this is a key condition that AbbVie cannot waive, the acquisition itself is subject to various closing conditions customary for such transactions. The extension of the exchange offers provides flexibility should the acquisition closing date shift.