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AbbVie Announces Extension of Expiration Date for Exchange Offers for Allergan Notes

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NORTH CHICAGO, Ill., Nov. 18, 2019 /PRNewswire/ -- AbbVie Inc. (NYSE:ABBV) ("AbbVie") announced today the extension of the expiration date of the 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 the related consent solicitations (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") being made by AbbVie on behalf of Allergan to adopt certain amendments to each of the indentures (each, an "Allergan Indenture") governing the Allergan Notes. AbbVie hereby extends 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").

On the early participation date of November 7, 2019, requisite consents were received and supplemental indentures were executed eliminating substantially all of the covenants, restrictive provisions, events of default and any guarantees of the related Allergan Notes in each Allergan Indenture. Such supplemental indentures will become operative only upon settlement of the Exchange Offers.

The Exchange Offers and Consent Solicitations were commenced in connection with AbbVie's previously announced 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 hereby (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.

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 further extended one or more times. AbbVie currently anticipates providing notice of any such extension in advance of the Expiration Date.

Except as described in this press release, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.

As of 5:00 p.m., New York City time, on November 15, 2019, the principal amounts of Allergan Notes set forth in the table below were validly tendered and not validly withdrawn:


Allergan Notes Tendered as of 5:00 p.m.,
New York City time, November 15, 2019

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


$340,641,000


52.41%

4.875% Senior Notes due 2021


345838AE6 (144A) / U3455QAC7

(Reg S)


Allergan Sales, LLC


$450,000,000


$424,873,000


94.42%

5.000% Senior Notes due 2021


345838AA4  (144A) / U3455QAA1

(Reg S)


Allergan Sales, LLC


$1,200,000,000


$1,167,446,000


97.29%

3.450% Senior Notes due 2022


00507UAR2


Allergan Funding SCS


$2,878,224,000


$2,580,214,000


89.65%

3.250% Senior Notes due 2022


942683AF0


Allergan Finance, LLC


$1,700,000,000


$1,424,698,000


83.81%

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


$933,743,000


90.07%

3.800% Senior Notes due 2025


00507UAS0


Allergan Funding SCS


$3,020,692,000


$2,842,897,000


94.11%

4.550% Senior Notes due 2035


00507UAT8


Allergan Funding SCS


$1,789,000,000


$1,657,654,000


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


$979,740,000


90.77%

4.750% Senior Notes due 2045


00507UAU5


Allergan Funding SCS


$880,956,000


$821,583,000


93.26%

Floating Rate Notes due 2020


XS1909193077


Allergan Funding SCS


€700,000,000


€532,283,000


76.04%

0.500% Senior Notes due 2021


XS1622630132


Allergan Funding SCS


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