AbbVie Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
On February 18, 2025, AbbVie Inc. (“AbbVie”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc. and Mizuho Securities USA LLC, acting for themselves and as representatives of the several underwriters named in Schedule II therein (collectively, the “Underwriters”), pursuant to which AbbVie agreed to issue and sell to the Underwriters $1,250,000,000 in aggregate principal amount of its 4.650% senior notes due 2028 (the “2028 Notes”), $1,000,000,000 in aggregate principal amount of its 4.875% senior notes due 2030 (the “2030 Notes”), $1,000,000,000 in aggregate principal amount of its 5.2000% senior notes due 2035 (the “2035 Notes”) and $750,000,000 in aggregate principal amount of its 5.600% senior notes due 2055 (the “2055 Notes” and, together with the 2028 Notes, the 2030 Notes and the 2035 Notes, the “Notes”).
The price to the public was 99.867% of the principal amount for the 2028 Notes, 99.908% of the principal amount for the 2030 Notes, 99.857% of the principal amount for the 2035 Notes and 99.750% of the principal amount for the 2055 Notes.
The offering of each series of Notes has been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to AbbVie’s registration statement on Form S-3ASR (File No. 333-284980) (the “Registration Statement”) dated as of February 14, 2025. The terms of the Notes are further described in AbbVie’s preliminary prospectus supplement dated February 18, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025 and final prospectus supplement dated February 18, 2025, to be filed with the SEC on or prior to February 20, 2025 (the “Prospectus Supplement”). The closing of the sale of the Notes is expected to occur on February 26, 2025, subject to customary closing conditions.
The net proceeds from the sale of the Notes, after deducting the underwriting discounts and before estimated offering expenses, are expected to be approximately $3.98 billion. AbbVie intends to use these net proceeds, together with cash on hand, (a) to repurchase, redeem, satisfy and discharge, defease, make a tender offer for, or otherwise repay at maturity (i) all of its 3.600% senior notes due 2025, which have a stated maturity date of May 14, 2025, in an aggregate outstanding principal amount of $3.750 billion, and/or (ii) all of its 3.800% senior notes due 2025, which have a stated maturity date of March 15, 2025, in an aggregate outstanding principal amount of $2.890 billion, and/or (iii) all of the 3.800% senior notes due 2025 of Allergan Funding SCS (formerly known as Actavis Funding SCS), which have a stated maturity date of March 15, 2025, in an aggregate principal amount of $130.225 million, and, in each case, to pay any premium and accrued and unpaid interest in respect thereof, and/or (b) for general corporate purposes.
The Underwriting Agreement includes customary representations, warranties and covenants by AbbVie. It also provides for customary indemnification by each of AbbVie and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities.
As more fully described under the caption “Underwriting” in the Prospectus Supplement, some 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.
Please refer to the Prospectus Supplement for additional information regarding the offering of the Notes 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 the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is provided as part of this Form 8-K:
| 1.1 | Underwriting Agreement, dated February 18, 2025, by and among AbbVie Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc. and Mizuho Securities USA LLC (acting for themselves and as representatives of the several underwriters named therein). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward Looking Statements
Some statements in this Current Report on Form 8-K and the documents incorporated by reference into this Current Report on Form 8-K are, or may be considered, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). The words “believe,” “expect,” “anticipate,” “project” and similar expressions and uses of future or conditional verbs, generally identify “forward looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Where, in any forward looking statement, an expectation or belief as to future results or events is expressed or implied, such expectation or belief is based on the current plans and expectations of AbbVie management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Factors that could cause actual results or events to differ materially from those anticipated include, but are not limited to, the matters described under Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in AbbVie’s Annual Report on Form 10-K for the year ended December 31, 2024, which has been filed with the SEC. AbbVie notes these factors for investors as permitted by the PSLRA. AbbVie does not undertake, and specifically declines, any obligation to update the forward-looking statements included in this Current Report on Form 8-K to reflect events or circumstances after the date hereof, unless AbbVie is required by applicable securities law to do so.
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 19, 2025 | By: | /s/ Scott T. Reents |
| Scott T. Reents | ||
| Executive Vice President, Chief Financial Officer | ||