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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 AbbVie Inc. 8-K:8,9 2/22/24 21:1.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 57K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 229K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 64K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 50K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 50K 6: EX-4.5 Instrument Defining the Rights of Security Holders HTML 53K 7: EX-4.6 Instrument Defining the Rights of Security Holders HTML 48K 8: EX-4.7 Instrument Defining the Rights of Security Holders HTML 48K 9: EX-4.8 Instrument Defining the Rights of Security Holders HTML 48K 10: EX-4.9 Instrument Defining the Rights of Security Holders HTML 49K 11: EX-5.1 Opinion of Counsel re: Legality HTML 37K 16: R1 Cover HTML 71K 18: XML IDEA XML File -- Filing Summary XML 14K 21: XML XBRL Instance -- tm246405d5_8k_htm XML 43K 17: EXCEL IDEA Workbook of Financial Report Info XLSX 9K 13: EX-101.DEF XBRL Definitions -- abbv-20240222_def XML 86K 14: EX-101.LAB XBRL Labels -- abbv-20240222_lab XML 118K 15: EX-101.PRE XBRL Presentations -- abbv-20240222_pre XML 82K 12: EX-101.SCH XBRL Schema -- abbv-20240222 XSD 19K 19: JSON XBRL Instance as JSON Data -- MetaLinks 30± 41K 20: ZIP XBRL Zipped Folder -- 0001104659-24-027585-xbrl Zip 165K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i February 22, 2024
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-35565 | i 32-0375147 | ||
| (State of Incorporation) | (Commission File Number) |
(IRS Employer Identification Number) |
i North Chicago, i Illinois i 60064-6400
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.01 Par Value | ABBV |
Item 8.01. Other Events.
On February 22, 2024, AbbVie Inc. (“AbbVie”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., acting for themselves and as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which AbbVie agreed to issue and sell to the Underwriters $15.0 billion aggregate principal amount of its senior notes, consisting of $2,250,000,000 in aggregate principal amount of its 4.800% senior notes due 2027 (the “2027 Notes”), $2,500,000,000 in aggregate principal amount of its 4.800% senior notes due 2029 (the “2029 Notes”), $2,000,000,000 in aggregate principal amount of its 4.950% senior notes due 2031 (the “2031 Notes”), $3,000,000,000 in aggregate principal amount of its 5.050% senior notes due 2034 (the “2034 Notes”), $750,000,000 in aggregate principal amount of its 5.350% senior notes due 2044 (the “2044 Notes”), $3,000,000,000 of its 5.400% senior notes due 2054 (the “2054 Notes”) and $1,500,000,000 in aggregate principal amount of its 5.500% senior notes due 2064 (the “2064 Notes,” and together with the 2027 Notes, the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2044 Notes and the 2054, the “Notes”) in a registered public offering.
The Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to AbbVie’s registration statement on Form S-3ASR (File No. 333-262908) (the “Registration Statement”) dated as of February 22, 2022. On February 26, 2024, AbbVie filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”), containing the final terms of the Notes pursuant to Rule 424(b)(5) of the Act. The Notes were sold pursuant to the Underwriting Agreement and were issued pursuant to the Prospectus Supplement. The Notes are governed by an indenture, dated November 8, 2012 (the “Base Indenture”) between AbbVie and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain Supplemental Indenture No. 10 (the “Supplemental Indenture”, and the Base Indenture as so supplemented, the “Indenture”), between AbbVie and the Trustee.
Each series of Notes will mature on March 15 of the applicable year. The Notes are unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all of AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations.
AbbVie expects to use the net proceeds received from the issuance of the Notes: (i) to prepay its $5.0 billion 364-day term loan, the proceeds of which were used to fund in part AbbVie’s acquisition of ImmunoGen, Inc., (ii) together with cash on hand, to fund AbbVie’s pending acquisition of Cerevel Therapeutics Holdings, Inc., (iii) to repay outstanding borrowings under AbbVie’s commercial paper program, (iv) to pay fees and expenses in respect of the foregoing, and (v) for general corporate purposes.
Please refer to the Prospectus Supplement dated February 22, 2024 for additional information regarding the Notes offering and the terms and conditions 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 Underwriting Agreement attached as Exhibit 1.1 hereto; (ii) the Base Indenture incorporated by reference as Exhibit 4.1; (iii) the Supplemental Indenture attached as Exhibit 4.2 hereto; and (iv) the forms of Notes attached hereto as Exhibits 4.3 through 4.9, inclusive.
Many of the underwriters in respect of the Underwriting Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for AbbVie and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are provided as part of this Form 8-K:
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: February 26, 2024 | By: | /s/ Scott T. Reents |
| Scott T. Reents | ||
| Executive Vice President, Chief Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/24 | 424B5 | ||
| For Period end: | 2/22/24 | FWP, S-8 | ||
| 2/22/22 | 4, S-3ASR | |||
| 11/8/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/16/12 AbbVie Inc. 10-12B/A 8:4.6M Toppan Merrill-FA |