8-KOther EventsExhibits & Filings

AbbVie Inc. 8-K Report, Corporate Update (Oct 2, 2020)

Filed October 2, 2020For Securities:ABBV

Summary

This 8-K filing by AbbVie Inc. (ABBV) on October 2, 2020, primarily serves to make available pro forma financial information related to its previously completed acquisition of Allergan plc. The acquisition, finalized on May 8, 2020, was a significant strategic move for AbbVie. The filing details the partial funding of this acquisition through substantial debt issuances, including $30 billion in senior unsecured notes in November 2019 and approximately $13.7 billion and €2.5 billion in additional notes issued in May 2020 as part of exchange offers related to Allergan's former debt. The main purpose of this report is to provide investors with unaudited pro forma condensed combined financial statements. These statements present the combined earnings for the year ended December 31, 2019, and the six months ended June 30, 2020, as if the Allergan acquisition had occurred on those respective dates. While these pro forma figures are intended for informational purposes, they offer insight into the potential financial scale and impact of the combined entity, which is crucial for investors evaluating AbbVie's future performance and financial standing post-acquisition.

Key Highlights

  • 1AbbVie completed the acquisition of Allergan plc on May 8, 2020.
  • 2The acquisition was partially funded by significant debt issuances, including $30 billion in senior unsecured notes (November 2019) and approximately $13.7 billion/€2.5 billion in notes (May 2020) from exchange offers.
  • 3The filing provides unaudited pro forma condensed combined financial information, giving effect to the Allergan acquisition.
  • 4Pro forma statements of earnings are presented for the year ended December 31, 2019, and the six months ended June 30, 2020.
  • 5This pro forma information is presented for informational purposes and illustrates the potential combined financial picture.
  • 6AbbVie is also initiating registered exchange offers for the notes issued in connection with the acquisition.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with unaudited pro forma condensed combined financial information that reflects the impact of AbbVie's acquisition of Allergan plc, which closed on May 8, 2020. This information helps investors understand the potential financial performance of the combined entity.

The acquisition was significantly financed through debt. AbbVie issued $30 billion in senior unsecured notes in November 2019 and an additional approximately $13.7 billion and €2.5 billion in senior unsecured notes in May 2020 through exchange offers related to Allergan's outstanding debt.

Pro forma condensed combined financial information presents financial statements that give effect to a significant event, like an acquisition, as if it had occurred at an earlier specified date. In this case, it shows AbbVie's and Allergan's financial results combined for the year 2019 and the first half of 2020, as if the acquisition had already happened at the beginning of those periods. It's important to note this is illustrative and not necessarily what the actual combined results would have been.

The Registered Exchange Offers are a step to allow AbbVie to offer to exchange certain of the notes it issued to finance the acquisition for new, registered notes. These new notes will have substantially identical terms but will be registered under the Securities Act of 1933, meaning they will have fewer transfer restrictions and no additional interest provisions tied to registration delays.