AbbVie : Report of unscheduled material events or corporate event

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2019 (August 27, 2019)

ABBVIE INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35565	32-0375147
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)
		1 North Waukegan Road
		North Chicago, Illinois 60064-6400
		(Address of principal executive offices) (Zip Code)
		Registrant's telephone number, including area code: [phone]

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:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  Securities registered pursuant to Section 12(b) of the Act:

		Name of each exchange on which
Title of each class	Trading Symbol(s)	registered
Common Stock, $0.01 Par Value	ABBV	New York Stock Exchange
		Chicago Stock Exchange

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).

Emerging growth company ¨

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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Revolving Credit Agreement

On August 27, 2019 (the "Effective Date"), AbbVie Inc. ("AbbVie") entered into an amended and restated revolving credit agreement (the "Amended and Restated Revolving Credit Agreement") among AbbVie, as borrower, the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Agent"), providing for the amendment and restatement, effective as of the Effective Date, of that certain revolving credit agreement, dated as of August 31, 2018, among AbbVie, as borrower, the lenders and other parties party thereto and the Agent. The Amended and Restated Revolving Credit Agreement (i) increases the unsecured revolving credit facility commitments from $3.0 billion to $4.0 billion and (ii) extends the maturity date of the facility from August 31, 2023 to August 27, 2024.

The foregoing summary of the Amended and Restated Revolving Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Revolving Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 27, 2019, AbbVie entered into the Amended and Restated Revolving Credit Agreement as described under Item 1.01 above. The description of the Amended and Restated Revolving Credit Agreement set forth in Item 1.01 above is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit

No. Exhibit

10.1 Amended and Restated Revolving Credit Agreement, dated as of August 27, 2019, among AbbVie, the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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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: August 30, 2019	By: /s/ Robert A. Michael
		Robert A. Michael
		Executive Vice President, Chief Financial Officer
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Exhibit 10.1

Execution Version

$4,000,000,000

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of August 27, 2019

among

ABBVIE INC.,

as Borrower,

VARIOUS FINANCIAL INSTITUTIONS,

as Lenders,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

MORGAN STANLEY SENIOR FUNDING, INC.

and

BANK OF AMERICA, N.A.,

as Syndication Agents

MORGAN STANLEY SENIOR FUNDING, INC.,

BofA SECURITIES, INC.

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Bookrunners

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms

SECTION 1.02 Computation of Time Periods

SECTION 1.03 Accounting Terms

SECTION 1.04 Terms Generally

SECTION 1.05 Currency Translations

SECTION 1.06 Divisions

SECTION 1.07 Interest Rates; LIBOR Notification

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01 The Advances

SECTION 2.02 Making the Advances

SECTION 2.03 [Reserved]

SECTION 2.04 Fees

SECTION 2.05 Termination, Reduction or Increase of the Commitments; Extension of the Commitment Termination Date SECTION 2.06 Repayment of Advances

SECTION 2.07 Interest on Advances

SECTION 2.08 Interest Rate Determination

SECTION 2.09 Optional Conversion of Advances

SECTION 2.10 Optional and Mandatory Prepayments of Advances

SECTION 2.11 Increased Costs

SECTION 2.12 Illegality

SECTION 2.13 Payments and Computations

SECTION 2.14 Taxes

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