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AbbVie Announces Results of Early Participation in Exchange Offers and Consent Solicitations for Allergan Notes

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NORTH CHICAGO, Ill., Nov. 7, 2019 /PRNewswire/ -- AbbVie Inc. (NYSE:ABBV) ("AbbVie") announced today that the requisite number of consents have been received to adopt certain proposed amendments (the "Amendments") with respect to 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 results are based on (i) early tenders in the offers to exchange (each an Exchange Offer" and, collectively, the "Exchange Offers") any and all Allergan Notes (as defined below) for new notes to be issued by AbbVie (the "AbbVie Notes") and (ii) early delivery of consents in the related consent solicitations (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") being made by AbbVie on behalf of Allergan to adopt the Amendments to each of the indentures (each, an "Allergan Indenture") governing the Allergan Notes.

The applicable Allergan obligors have executed a supplemental indenture with respect to each Allergan Indenture implementing the Amendments. The Amendments will become operative only upon settlement of the Exchange Offers. The settlement date is expected to occur promptly after the Expiration Date (as defined below), which is expected to be on or about the closing date of AbbVie's previously announced proposed acquisition of Allergan (the "Acquisition").  

As of 5:00 p.m., New York City time, on November 7, 2019 (the "Early Participation Date"), the principal amounts of Allergan Notes set forth in the table below were validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked). For each $1,000 principal amount of Allergan USD Notes (as defined below) or €1,000 principal amount of Allergan Euro Notes (as defined below) validly tendered and not validly withdrawn at or prior to the Early Participation Date, eligible holders will be eligible to receive an early participation payment of $1.00 or €1.00, as applicable, in cash (the "Early Participation Payment"). The Early Participation Payment will be paid on the settlement date for the Exchange Offers to the noteholder of record on the Early Participation Date, even if such noteholder is no longer the noteholder of record of such Allergan Notes on the settlement date. In addition, for each $1,000 principal amount of Allergan USD Notes or €1,000 principal amount of Allergan Euro Notes validly tendered and not validly withdrawn prior to the Expiration Date, eligible holders will be eligible to receive $1,000 principal amount of the AbbVie USD Notes of the applicable series or €1,000 principal amount of the AbbVie Euro Notes of the applicable series, as applicable (the "Exchange Consideration"). The total consideration consists of (a) the Exchange Consideration plus (b) the Early Participation Payment (collectively, the "Total Consideration").

After the Early Participation Date, tendered Allergan Notes may be withdrawn. However, to be eligible to receive the Exchange Consideration component of the Total Consideration, such withdrawn Allergan Notes must be validly re-tendered and not validly withdrawn at or prior to the Expiration Date. A valid withdrawal of the tendered Allergan Notes will not be deemed a revocation of the related consents and such consents will continue to be deemed delivered.


Allergan Notes Tendered at Early
Participation Date

Title of Series of
Notes

CUSIP /
ISIN No.

Issuer

Principal Amount
Outstanding

 

Principal Amount

 

Percentage

3.375% Senior Notes due 2020

018490AN2

Allergan, Inc.

$650,000,000

$340,664,000

52.41%

4.875% Senior Notes due 2021

345838AE6
(144A) /
U3455QAC7
(Reg S)

Allergan Sales, LLC

$450,000,000

$423,873,000

94.19%

5.000% Senior Notes due 2021

345838AA4 
(144A) /
U3455QAA1
(Reg S)

Allergan Sales, LLC

$1,200,000,000

$1,170,950,000

97.58%

3.450% Senior Notes due 2022

00507UAR2

Allergan Funding SCS

$2,878,224,000

$2,582,487,000

89.73%

3.250% Senior Notes due 2022

942683AF0

Allergan Finance, LLC

$1,700,000,000

$1,421,794,000

83.63%

2.800% Senior Notes due 2023

018490AQ5

Allergan, Inc.

$350,000,000

$241,431,000

68.98%

3.850% Senior Notes due 2024

00507UAF8

Allergan Funding SCS

$1,036,740,000

$939,589,000

90.63%

3.800% Senior Notes due 2025

00507UAS0

Allergan Funding SCS

$3,020,692,000

$2,838,138,000

93.96%

4.550% Senior Notes due 2035

00507UAT8

Allergan Funding SCS

$1,789,000,000

$1,657,669,000

92.66%

4.625% Senior Notes due 2042

942683AH6

Allergan Finance, LLC

$456,710,000

$385,538,000

84.42%

4.850% Senior Notes due 2044

00507UAH4

Allergan Funding SCS

$1,079,360,000

$991,322,000

91.84%

4.750% Senior Notes due 2045

00507UAU5

Allergan Funding SCS

$880,956,000

$821,647,000

93.27%

Floating Rate Notes due 2020

XS1909193077

Allergan Funding SCS

€700,000,000

€527,283,000

75.33%

0.500% Senior Notes due 2021

XS1622630132

Allergan Funding SCS

€750,000,000

€632,032,000

84.27%

1.500% Senior Notes due 2023

XS1909193150

Allergan Funding SCS

€500,000,000

€454,156,000

90.83%

1.250% Senior Notes due 2024

XS1622624242

Allergan Funding SCS

€700,000,000

€588,537,000

84.08%

2.625% Senior Notes due 2028

XS1909193317

Allergan Funding SCS

€500,000,000

€434,730,000

86.95%

2.125% Senior Notes due 2029

XS1622621222

Allergan Funding SCS

€550,000,000

€452,463,000

82.27%

The Exchange Offers and Consent Solicitations 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 (collectively, the "Offering Documents"), and are conditioned upon the closing of the Acquisition, which condition may not be waived by AbbVie, and certain other conditions that may be waived by AbbVie.

Each Exchange Offer will expire at 11:59 p.m., New York City time, on November 22, 2019 (as the same may be extended, the "Expiration Date"), unless terminated. Each Consent Solicitation expired at the Early Participation Date. The settlement date for the Exchange Offers 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 extended one or more times. AbbVie currently anticipates providing notice of any such extension in advance of the Expiration Date. 

In this news release, references to the "Allergan Euro Notes" collectively refer to (i) the Floating Rate Notes due 2020 issued by Allergan Funding, (ii) the 0.500% Senior Notes due 2021 issued by Allergan Funding,  (iii) the 1.500% Senior Notes due 2023 issued by Allergan Funding, (iv) the 1.250% Senior Notes due 2024 issued by Allergan Funding, (v) the 2.625% Senior Notes due 2028 issued by Allergan Funding and (vi)

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