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): May 14, 2015

 

ABBVIE INC.

(Exact name of registrant as specified in its charter)

 

 

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code: (847) 932-7900

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01.                          Entry into a Material Definitive Agreement

 

On May 14, 2015, AbbVie Inc. (“AbbVie”) completed the public offering and issuance of $16.7 billion aggregate principal amount of senior notes, consisting of $3,000,000,000 aggregate principal amount of its 1.800% senior notes due 2018 (the “2018 Notes”), $3,750,000,000 aggregate principal amount of its 2.500% senior notes due 2020 (the “2020 Notes”), $1,000,000,000 aggregate principal amount of its 3.200% senior notes due 2022 (the “2022 Notes”), $3,750,000,000 aggregate principal amount of its 3.600% senior notes due 2025 (the “2025 Notes”), $2,500,000,000 aggregate principal amount of its 4.500% senior notes due 2035 (the “2035 Notes”) and $2,700,000,000 aggregate principal amount of its 4.700% senior notes due 2045 (the “2045 Notes” and together with the 2018 Notes, the 2020 Notes, the 2022 Notes, the 2025 Notes and the 2035 Notes, the “Notes”).

 

The Notes were sold pursuant to an underwriting agreement, dated May 5, 2015, among AbbVie, Morgan Stanley & Co. LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, for themselves and as representatives of the several other underwriters named therein. The Notes were issued pursuant to the Prospectus Supplement, dated May 5, 2015 and filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2015, and the Prospectus dated April 27, 2015, filed as part of the shelf registration statement (File No. 333-203677) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on April 27, 2015.  The Notes also were issued under the Supplemental Indenture No. 2, dated as of May 14, 2015 (the “Supplemental Indenture”), between AbbVie and U.S. Bank National Association, as trustee.

 

AbbVie intends to use the net proceeds from the Notes offering to fund the cash component of the acquisition consideration in connection with the acquisition of Pharmacyclics, Inc. (the “Pharmacyclics acquisition”), to finance the repurchase from time to time of shares of AbbVie’s common stock for cash in connection with the Pharmacyclics acquisition, whether pursuant to an accelerated share repurchase program or otherwise and regardless of whether consummated substantially concurrently with or following the consummation of the Pharmacyclics acquisition and to pay related fees and expenses, and the remainder, if any, for general corporate purposes.  If the consummation of the Pharmacyclics acquisition does not occur on or before February 3, 2016 or AbbVie notifies the trustee in respect of the Notes that the merger agreement in connection with the Pharmacyclics acquisition has been terminated in accordance with its terms prior to the consummation of the Pharmacyclics acquisition, AbbVie will be required to redeem the Notes at a redemption price equal to 101% of their principal amount plus accrued and unpaid interest, if any, up to, but excluding the applicable special mandatory redemption date.

 

Please refer to the Prospectus Supplement dated May 5, 2015 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 Supplemental Indenture attached as Exhibit 4.1 hereto; and (ii) the forms of the Notes attached hereto as Exhibits 4.2 through 4.7, inclusive.

 

Item 1.02.             Termination of a Material Definitive Agreement

 

On May 14, 2015, AbbVie terminated the 364-Day Bridge Term Loan Agreement (the “Bridge Loan Agreement”), dated as of March 27, 2015, among AbbVie, the various financial institutions named therein, as lenders, and Morgan Stanley Senior Funding, Inc., as administrative agent for the lenders. The Bridge Loan Agreement provided for a term facility pursuant to which, subject to the terms and conditions set forth therein, AbbVie could have borrowed up to $18.0 billion upon the closing date of the Pharmacyclics acquisition.

 

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

 

The information included in Item 1.01 of this report is incorporated herein by reference.

 

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Item 9.01.                          Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are provided as part of this Form 8-K:

 

Exhibit			Description
4.1			Supplemental Indenture No. 2 dated May 14, 2015, between AbbVie Inc. and U.S. Bank National Association, as trustee
4.2			Form of 1.800% Notes due 2018 (included in Exhibit 4.1 of this Current Report on Form 8-K)
4.3			Form of 2.500% Notes due 2020 (included in Exhibit 4.1 of this Current Report on Form 8-K)
4.4			Form of 3.200% Notes due 2022 (included in Exhibit 4.1 of this Current Report on Form 8-K)
4.5			Form of 3.600% Notes due 2025 (included in Exhibit 4.1 of this Current Report on Form 8-K)
4.6			Form of 4.500% Notes due 2035 (included in Exhibit 4.1 of this Current Report on Form 8-K)
4.7			Form of 4.700% Notes due 2045 (included in Exhibit 4.1 of this Current Report on Form 8-K)
5.1			Opinion of Wachtell, Lipton, Rosen & Katz
23.1			Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 of this Current Report on Form 8-K)

 

Forward-Looking Statements

 

Some statements in this Current Report on Form 8-K may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements. AbbVie cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the likelihood that the transaction is consummated, the expected benefits of the transaction, challenges to intellectual property, competition from other products, difficulties inherent in the research and development process, adverse litigation or government action, and changes to laws and regulations applicable to our industry. Additional information about the economic, competitive, governmental, technological and other factors that may affect AbbVie’s operations is set forth in Item 1A, “Risk Factors,” in AbbVie’s 2014 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Commission, and the risks described under “Risk Factors” beginning on page 13 of AbbVie’s Registration Statement on Form S-4, as amended (File No. 333-202921). AbbVie undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

 

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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: May 14, 2015	By:	/s/ William J. Chase
	Title:	Executive Vice President, Chief Financial Officer

 

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