UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01. Other Events.
As previously disclosed, on June 25, 2019, AbbVie Inc. (“AbbVie”) and Venice Subsidiary LLC, a direct wholly-owned subsidiary of AbbVie (“Acquirer Sub”), entered into a Transaction Agreement with Allergan plc (“Allergan”), pursuant to which Acquirer Sub will acquire Allergan (the “Acquisition”). As a result, Allergan will become a wholly-owned subsidiary of AbbVie.
On October 25, 2019, AbbVie announced the commencement, in connection with the Acquisition, of offers to exchange 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”). Concurrently with the offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) the Allergan Notes for AbbVie Notes, AbbVie (on behalf of Allergan) is also soliciting consents from eligible holders of each series of Allergan Notes (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures (each, an “Allergan Indenture”) governing the Allergan Notes to (i) eliminate substantially all of the restrictive covenants in such Allergan Indenture, (ii) eliminate certain of the events which may lead to an “Event of Default” in such Allergan Indenture (other than the failure to pay principal, premium or interest), (iii) eliminate any restrictions on the applicable Allergan obligor in such Allergan Indenture from consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person and (iv) eliminate any guarantees of the related Allergan Notes.
The Exchange Offers and Consent Solicitations 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, and are conditioned, among other things, upon the consummation of the Acquisition, which is expected to occur in early 2020.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release dated October 25, 2019. | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABBVIE INC. | ||
| Date: October 25, 2019 | By: | /s/ Robert A. Michael |
| Robert A. Michael | ||
| Executive Vice President, Chief Financial Officer | ||