AbbVie announces early participation results of exchange offer for 18 series of Allergan notes

Chicago, Nov. 7 – AbbVie Inc. announced results of early participation in the exchange offers in connection with its previously announced acquisition of Allergan plc offers to exchange any and all outstanding notes from 18 series issued by Allergan Finance, LLC, Allergan, Inc., Allergan Sales, LLC and Allergan Funding SCS for new notes to be issued by AbbVie.

The early participation deadline was 5 p.m. ET on Nov. 7.

Specifically, as of the early participation date for AbbVie’ offer to exchange 18 series of notes for new notes, the following principal amounts had been tendered to date:

• $340,664,000 (or 52.41%) of the $650 million 3.375% senior notes due Sept. 15, 2020 issued by Allergan, Inc.;

• $423,873,000 (or 94.19%) of the $450 million 4.875% senior notes due Feb. 15, 2021, issued by Allergan Sales;

• $1,170,950,000 (or 97.58%) of the $1.2 billion 5% senior notes due Dec. 15, 2021 issued by Allergan Sales;

• $2,582,487,000 (or 89.73%) of the $2,878,224,000 3.45% senior notes due March 15, 2022 issued by Allergan Funding;

• $1,421,794,000 (or 83.63%) of the $1.7 billion 3.25% senior notes due Oct. 1, 2022 issued by Allergan Finance;

• $241,431,000 (or 68.98%) of the $350 million 2.8% senior notes due March 15, 2023 issued by Allergan, Inc.;

• $939,589,000 (or 90.63%) of the $1,036,740,000 3.85% senior notes due June 15, 2024 issued by Allergan Funding;

• $2,838,138,000 (or 93.96%) of the $3,020,692,000 3.8% senior notes due March 15, 2025 issued by Allergan Funding;

• $1,657,669,000 (or 92.66%) of the $1,789,000,000 4.55% senior notes due March 15, 2035 issued by Allergan Funding;

• $385,538,000 (or 84.42%) of the $456.71 million 4.625% senior notes due Oct. 1, 2042 issued by Allergan Finance;

• $991,322,000 (or 91.84%) of the $1,079,360,000 4.85% senior notes due June 15, 2044 issued by Allergan Funding;

• $821,647,000 (or 93.27%) of the $880,956,000 4.75% senior notes due March 15, 2045 issued by Allergan Funding;

• €527,283,000 (or 75.33%) of the €700 million floating-rate notes due Nov. 15, 2020 issued by Allergan Funding;

• €632,032,000 (or 84.27%) of the €750 million 0.5% senior notes due June 1, 2021 issued by Allergan Funding;

• €454,156,000 (or 90.83%) of the €500 million 1.5% senior notes due Nov. 15, 2023 issued by Allergan Funding;

• €588,537,000 (or 84.08%) of the €700 million 1.25% senior notes due June 1, 2024 issued by Allergan Funding;

• €434,730,000 (or 86.95%) of the €500 million 2.625% senior notes due Nov. 15, 2028 issued by Allergan Funding; and

• €452,463,000 (or 82.27%) of the €550 million 2.125% senior notes due June 1, 2029 issued by Allergan Funding.

Each exchange offer will expire at 11:59 p.m. ET on Nov. 22.

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

In addition, for each $1,000 principal amount of Allergan dollar-denominated notes or €1,000 principal amount of Allergan euro-denominated notes tendered at or prior to the early participation date holders will be eligible to receive an early participation payment of $1.00 or €1.00, as applicable, in cash.

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 company announced that the requisite number of consents have been received to adopt certain proposed amenmdments.

The amendments would 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.

Each consent solicitation also expired at 5 p.m. ET on Nov. 7, the early participation date.

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

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 slated for early 2020. As a result, the expiration date may be extended one or more times.

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, those withdrawn notes must be re-tendered by the expiration date.

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

No accrued interest is payable upon acceptance of any Allergan notes in the exchange offers and consent solicitations. However, the first interest payment on the AbbVie notes will include the accrued interest from the applicable Allergan notes tendered in exchange, so a tendering holder will receive the same interest payment it would have received had its Allergan notes not been tendered in the exchange offers.

Global Bondholder Services Corp. (866 470-3900 or 212 430-3774 for banks and brokers) is 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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