On November 18, 2020 AbbVie Inc. (NYSE:ABBV) ("AbbVie") reported the expiration and final results 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, NOV 18, 2020, View Source [SID1234571333]).
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The Registered Exchange Offer expired at 5:00 p.m., New York City time, on November 17, 2020 (the "Expiration Date"). As of the Expiration Date, the aggregate principal amounts of Original Notes set forth in the table below had been validly tendered and not validly withdrawn. AbbVie has accepted for exchange all such tendered Original Notes in the Registered Exchange Offers.
Upon the settlement of the Registered Exchange Offers, holders of Original Notes who validly tendered and did not validly withdraw such Original Notes prior to the Expiration Date will receive a like principal amount of Registered Notes of the applicable series. AbbVie expects that such settlement will occur on or about November 19, 2020.
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 Registered Exchange Offers do not represent a new financing transaction.
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 were 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.
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.