On November 12, 2019 AbbVie Inc. (NYSE:ABBV) ("AbbVie") reported that it has priced its previously announced private offering (the "Offering") of senior unsecured notes in a combined aggregate principal amount of $30 billion (collectively, the "Notes") (Press release, AbbVie, NOV 12, 2019, View Source [SID1234551010]). The Notes will be issued in ten tranches: (i) $750,000,000 in aggregate principal amount of senior floating rate notes due May 2021, (ii) $750,000,000 in aggregate principal amount of senior floating rate notes due November 2021, (iii) $750,000,000 in aggregate principal amount of senior floating rate notes due 2022, (iv) $1,750,000,000 in aggregate principal amount of 2.150% senior notes due 2021, (v) $3,000,000,000 in aggregate principal amount of 2.300% senior notes due 2022, (vi) $3,750,000,000 in aggregate principal amount of 2.600% senior notes due 2024, (vii) $4,000,000,000 in aggregate principal amount of 2.950% senior notes due 2026, (viii) $5,500,000,000 in aggregate principal amount of 3.200% senior notes due 2029, (ix) $4,000,000,000 in aggregate principal amount of 4.050% senior notes due 2039 and (x) $5,750,000,000 in aggregate principal amount of 4.250% senior notes due 2049. AbbVie expects that the closing of the Offering will occur on November 21, 2019, subject to the satisfaction of customary closing conditions.
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The Offering is being conducted in connection with AbbVie’s previously announced acquisition (the "Acquisition") of Allergan plc ("Allergan"). AbbVie expects to use the net proceeds from the Offering to fund a portion of the aggregate cash consideration due to Allergan shareholders in connection with the Acquisition and to pay related fees and expenses, with any remaining net proceeds being used for general corporate purposes. The Offering is not conditioned upon the consummation of the Acquisition. However, if (i) the Acquisition has not been consummated on or prior to January 30, 2021 or (ii) prior to such date, AbbVie notifies the trustee in respect of the Notes that it will not pursue the consummation of the Acquisition, then AbbVie will be required to redeem all of the Notes then outstanding at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the applicable special mandatory redemption date.
The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the Notes are being offered in the United States only to persons reasonably believed to be "qualified institutional buyers," as that term is defined under Rule 144A of the Securities Act, or outside the United States to non-"U.S. persons" in accordance with Regulation S under the Securities Act.
A confidential offering memorandum for the Offering of the Notes has been made available to such eligible persons. The Offering is being conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum.
This news release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes or any other security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.