AbbVie extends exchange offers for Allergan notes by one more week

By Marisa Wong

Los Angeles, April 27 – AbbVie Inc. said it has further extended the expiration date of its exchange offers for 18 series of notes issued by subsidiaries of Allergan plc, this time to 5 p.m. ET on May 8 from 5 p.m. ET on May 1.

The expiration date had previously been extended from 5 p.m. ET on April 24 and, before that, from 5 p.m. ET on April 10, from 5 p.m. ET on March 27, from 5 p.m. ET on March 13, from 5 p.m. ET on Feb. 28, from 5 p.m. ET on Jan. 31, from 5 p.m. ET on Dec. 31 and from 11:59 p.m. ET on Nov. 22, as previously reported.

AbbVie began the offers on Oct. 25 in connection with its proposed acquisition of Allergan. The early participation deadline was 5 p.m. ET on Nov. 7.

As of 5 p.m. ET on April 24, holders had tendered the following principal amounts:

• $296,464,000, or 45.61%, of the $650 million 3.375% senior notes due Sept. 15, 2020 (Cusip: 018490AN2) issued by Allergan, Inc.;

• $419,813,000, or 93.29%, of the $450 million 4.875% senior notes due Feb. 15, 2021 (Cusips: 345838AE6, U3455QAC7) issued by Allergan Sales, LLC;

• $1,051,614,000, or 87.63%, of the $1.2 billion 5% senior notes due Dec. 15, 2021 (Cusips: 345838AA4, U3455QAA1) issued by Allergan Sales;

• $2,365,117,000, or 82.17%, of the $2,878,224,000 3.45% senior notes due March 15, 2022 (Cusip: 00507UAR2) issued by Allergan Funding SCS;

• $1,366,270,000, or 80.37%, of the $1.7 billion 3.25% senior notes due Oct. 1, 2022 (Cusip: 942683AF0) issued by Allergan Finance, LLC;

• $227,718,000, or 65.06%, of the $350 million 2.8% senior notes due March 15, 2023 (Cusip: 018490AQ5) issued by Allergan, Inc.;

• $917,003,000, or 88.45%, of the $1,036,740,000 3.85% senior notes due June 15, 2024 (Cusip: 00507UAF8) issued by Allergan Funding;

• $2,669,607,000, or 88.38%, of the $3,020,692,000 3.8% senior notes due March 15, 2025 (Cusip: 00507UAS0) issued by Allergan Funding;

• $1,438,778,000, or 80.42%, of the $1,789,000,000 4.55% senior notes due March 15, 2035 (Cusip: 00507UAT8) issued by Allergan Funding;

• $372,778,000, or 81.62%, of the $456.71 million 4.625% senior notes due Oct. 1, 2042 (Cusip: 942683AH6) issued by Allergan Finance;

• $816,247,000, or 75.62%, of the $1,079,360,000 4.85% senior notes due June 15, 2044 (Cusip: 00507UAH4) issued by Allergan Funding;

• $751.79 million, or 85.34%, of the $880,956,000 4.75% senior notes due March 15, 2045 (Cusip: 00507UAU5) issued by Allergan Funding;

• €542,653,000, or 77.52%, of the €700 million floating-rate notes due Nov. 15, 2020 (ISIN: XS1909193077) issued by Allergan Funding;

• €497,029,000, or 66.27%, of the €750 million 0.5% senior notes due June 1, 2021 (ISIN: XS1622630132) issued by Allergan Funding;

• €411.59 million, or 82.32%, of the €500 million 1.5% senior notes due Nov. 15, 2023 (ISIN: XS1909193150) issued by Allergan Funding;

• €586,414,000, or 83.77%, of the €700 million 1.25% senior notes due June 1, 2024 (ISIN: XS1622624242) issued by Allergan Funding;

• €412,212,000, or 82.44%, of the €500 million 2.625% senior notes due Nov. 15, 2028 (ISIN: XS1909193317) issued by Allergan Funding; and

• €506,045,000, or 92.01%, of the €550 million 2.125% senior notes due June 1, 2029 (ISIN: XS1622621222) issued by Allergan Funding.

For each $1,000 or €1,000 principal amount of Allergan notes tendered prior to the expiration date, holders will be eligible to receive $1,000 or €1,000 principal amount, as applicable, of the AbbVie notes.

In addition, for each $1,000 or €1,000 principal amount of Allergan notes tendered by the early participation date, holders were eligible to receive an early participation payment of $1.00 or €1.00, as applicable, in cash.

Each AbbVie note issued in the exchange offers will have an interest rate and maturity date that is identical to the interest rate and maturity date of the existing Allergan note and identical interest payment dates and optional redemption prices.

No accrued interest is payable upon acceptance of any Allergan notes in the exchange offers. However, the first interest payment on the AbbVie notes will include the accrued interest from the applicable Allergan notes tendered in exchange, so tendering holders will receive the same interest payments they would have received had their Allergan notes not been tendered in the exchange offers.

The settlement date for the exchange offers is expected to occur promptly after the expiration date.

The expiration date is expected to be extended to occur on or about the closing date of the acquisition.

Consent solicitation

Concurrently, AbbVie, on behalf of Allergan, is also soliciting consents from holders of each series of Allergan notes to adopt some proposed amendments to each of the indentures governing the Allergan notes.

The required number of consents had been received as of the early participation date.

The amendments will eliminate substantially all of the restrictive covenants in each indenture; eliminate some of the events that may lead to an event of default; eliminate any restrictions on the applicable Allergan obligor from consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person; and eliminate any guarantees of the related Allergan notes.

The amendments will become operative once the exchange offers settle.

The exchange offers and consent solicitations are conditioned on the closing of the acquisition; this condition may not be waived.

Global Bondholder Services Corp. (866 470-3900 or 212 430-3774 for banks and brokers) is the exchange agent and information agent for the Rule 144A and Regulation S exchange offers and consent solicitations.

AbbVie is a biopharmaceutical company based in North Chicago, Ill. Allergan is a pharmaceutical company based in Dublin.

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