On October 19, 2020 AbbVie reported 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") (Press release, AbbVie, OCT 19, 2020, View Source [SID1234568630]).
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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.