On November 21, 2019, AbbVie Inc. ("AbbVie") reported that sale of $30 billion aggregate principal amount of its senior unsecured notes, consisting of (i) $750,000,000 aggregate principal amount of senior floating rate notes due May 2021 (the "May 2021 Floating Rate Notes"), (ii) $750,000,000 aggregate principal amount of senior floating rate notes due November 2021 (the "November 2021 Floating Rate Notes"), (iii) $750,000,000 aggregate principal amount of senior floating rate notes due 2022 (the "2022 Floating Rate Notes"), (iv) $1,750,000,000 aggregate principal amount of 2.150% senior notes due 2021 (the "2021 Notes"), (v) $3,000,000,000 aggregate principal amount of 2.300% senior notes due 2022 (the "2022 Notes"), (vi) $3,750,000,000 aggregate principal amount of 2.600% senior notes due 2024 (the "2024 Notes"), (vii) $4,000,000,000 aggregate principal amount of 2.950% senior notes due 2026 (the "2026 Notes"), (viii) $5,500,000,000 aggregate principal amount of 3.200% senior notes due 2029 (the "2029 Notes"), (ix) $4,000,000,000 aggregate principal amount of 4.050% senior notes due 2039 (the "2039 Notes") and (x) $5,750,000,000 aggregate principal amount of 4.250% senior notes due 2049 (the "2049 Notes" and, together with the May 2021 Floating Rate Notes, the November 2021 Floating Rate Notes, the 2022 Floating Rate Notes, the 2021 Notes, the 2022 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2039 Notes, the "Notes").
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The offering of the Notes (the "Offering") was made pursuant to a confidential offering memorandum, dated November 12, 2019.
The Notes are governed by an indenture, dated November 8, 2012 (the "Base Indenture"), by and between AbbVie and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by Supplemental Indenture No. 7, dated November 21, 2019 (the "Supplemental Indenture"), by and between AbbVie and the Trustee. The Notes are unsecured, senior obligations of AbbVie and will rank equally in right of payment with all of AbbVie’s existing and future unsecured, senior indebtedness, liabilities and other obligations.
The May 2021 Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to the Benchmark (as defined in the Supplemental Indenture), which will initially be three-month London Inter-Bank Offered Rate ("LIBOR") plus 0.350% per annum, and will mature on May 21, 2021. The November 2021 Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to the Benchmark, which will initially be three-month LIBOR plus 0.460% per annum, and will mature on November 19, 2021. The 2022 Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to the Benchmark, which will initially be three-month LIBOR plus 0.650% per annum, and will mature on November 21, 2022. The 2021 Notes will bear interest at a rate of 2.150% per annum and will mature on November 19, 2021. The 2022 Notes will bear interest at a rate of 2.300% per annum and will mature on November 21, 2022. The 2024 Notes will bear interest at a rate of 2.600% per annum and will mature on November 21, 2024. The 2026 Notes will bear interest at a rate of 2.950% per annum and will mature on November 21, 2026. The 2029 Notes will bear interest at a rate of 3.200% per annum and will mature on November 21, 2029. The 2039 Notes will bear interest at a rate of 4.050% per annum and will mature on November 21, 2039. The 2049 Notes will bear interest at a rate of 4.250% per annum and will mature on November 21, 2049.
The Offering was 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. 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 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.
Following the closing of the Offering, the commitments under the bridge credit facility entered into by AbbVie, as borrower, on June 25, 2019 were reduced to $2,200,360,000 as a result of AbbVie receiving net cash proceeds from the issuance of the Notes.
The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture attached as Exhibit 4.1 hereto; (ii) the Supplemental Indenture attached as Exhibit 4.2 hereto; and (iii) the forms of the Notes attached as Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 hereto, the terms of which are in each case incorporated herein by reference.