Item 8.01. Other Events.
On November 18, 2019, AbbVie Inc. ("AbbVie") issued a press release announcing
that it has extended the expiration date of its previously announced (i) offers
to exchange (each, an "Exchange Offer" and, collectively, the "Exchange Offers")
any and all outstanding notes of certain series issued by Allergan Finance, LLC
("Allergan Finance"), Allergan, Inc. ("Allergan Inc"), Allergan Sales, LLC
("Allergan Sales") and Allergan Funding SCS ("Allergan Funding" and, together
with Allergan Finance, Allergan Inc and Allergan Sales, "Allergan") (the
"Allergan Notes") for new notes to be issued by AbbVie (the "AbbVie Notes") and
(ii) related consent solicitations (each, a "Consent Solicitation" and,
collectively, the "Consent Solicitations") being made by AbbVie on behalf of
Allergan to adopt certain amendments (the "Amendments") to eliminate
substantially all of the covenants, restrictive provisions, events of default
and any guarantees of the related Allergan Notes in each of the indentures
governing the Allergan Notes.
AbbVie extended such expiration date from 11:59 p.m., New York City time, on
November 22, 2019 to 5:00 p.m., New York City time, on December 31, 2019 (as the
same may be further extended, the "Expiration Date").
The Exchange Offers and Consent Solicitations were commenced in connection with
AbbVie's proposed acquisition of Allergan plc (the "Acquisition") and are being
made pursuant to the terms and subject to the conditions set forth in the
confidential offering memorandum and consent solicitation statement, dated
October 25, 2019, and the related letter of transmittal, each as amended by the
attached press release. The Exchange Offers and Consent Solicitations are
conditioned upon the consummation of the Acquisition, which condition may not be
waived by AbbVie, and certain other conditions that may be waived by AbbVie.
The settlement date of the Exchange Offers and Consent Solicitations is expected
to occur promptly after the Expiration Date and the Expiration Date of each of
the Exchange Offers is expected to be extended to occur on or about the closing
date of the Acquisition, which is expected to occur in early 2020. As a result,
the Expiration Date may be further extended one or more times. AbbVie currently
anticipates providing notice of any such extension in advance of the Expiration
Supplemental indentures effecting the Amendments were executed on November 7,
2019. Such supplemental indentures will become operative only upon settlement of
the Exchange Offers.
The AbbVie Notes offered in the Exchange Offers have not been registered under
the Securities Act of 1933, as amended, or any state securities laws. Therefore,
the AbbVie Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act of 1933, as amended, and any applicable state securities
A copy of the press release issued by AbbVie is attached as Exhibit 99.1 hereto
and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release dated November 18, 2019.
The cover page from this Current Report on Form 8-K formatted in Inline
104 XBRL (included as Exhibit 101).
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