AbbVie 8-K

Summary

Completed a $10.0B senior notes offering to fund part of AbbVie’s planned Apogee Therapeutics acquisition cash consideration and related expenses. If the acquisition is terminated or AbbVie notifies the trustee it will not proceed, specified notes must be redeemed at 101% of principal plus accrued interest.

Key Figures

• $10.0B principal issued: $0.5B floating-rate notes due 2028; fixed-rate notes of $1.0B at 4.500% due 2028, $1.25B at 4.650% due 2030, $1.5B at 4.875% due 2031, $1.25B at 5.050% due 2033, $1.5B at 5.300% due 2036, $1.0B at 5.450% due 2038, $1.5B at 6.000% due 2056, and $0.5B at 6.100% due 2066.
• The notes are unsecured, unsubordinated obligations ranking equally with AbbVie’s existing and future unsecured, unsubordinated debt. Any proceeds remaining after acquisition-related payments will be used for general corporate purposes.
• The conditional special mandatory redemption applies to the floating-rate and fixed-rate notes due 2028–2038, but not the 2056 or 2066 notes.

Investor Takeaways

• The acquisition’s completion is the key next event: termination or AbbVie’s decision not to proceed would trigger the specified redemptions; closing would allow the proceeds to support the cash consideration.