ABBOTT LABORATORIES (NASDAQ:ABT) Files An 8-K Entry into a Material Definitive Agreement

ABBOTT LABORATORIES (NASDAQ:ABT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Report is
incorporated herein by reference.

Some of the lenders under the Amended and Restated Term Loan
Agreement (as defined below) and the Bridge Term Loan Agreement
(as defined below) and/or their respective affiliates have in the
past performed, and may in the future from time to time perform,
investment banking, financial advisory, lending and/or commercial
banking services, or other services for Abbott Laboratories
(Abbott) and its subsidiaries, for which they have
received, and may in the future receive, customary compensation
and expense reimbursement.

Item 2.01. Completion of Acquisition or Disposition of
Assets.

On January4, 2017, Abbott completed the acquisition of St. Jude
Medical,Inc. (St. Jude Medical), to the Agreement and Plan
of Merger, dated as of April27, 2016 (the Merger
Agreement), by and among Abbott, St. Jude Medical, Vault
Merger Sub,Inc. and Vault Merger Sub, LLC. Abbott completed the
acquisition of St. Jude Medical through two mergers: (1)first,
Vault Merger Sub,Inc., a wholly owned subsidiary of Abbott, was
merged with and into St. Jude Medical, with St. Jude Medical
surviving the merger as a wholly owned subsidiary of Abbott (the
First Merger), and (2)second and promptly after the First
Merger, St. Jude Medical was merged with and into Vault Merger
Sub, LLC, with Vault Merger Sub, LLC surviving the merger as a
wholly owned subsidiary of Abbott and being renamed St. Jude
Medical, LLC (SJM LLC) (the Second Merger and
together with the First Merger, the Mergers).

In the First Merger, each share of St. Jude Medical common stock
issued and outstanding immediately prior to the first effective
time was automatically converted into the right to receive 0.8708
of an Abbott common share and $46.75 in cash, without interest
(the Per Share Merger Consideration), with any fractional
Abbott common shares to be settled in cash.

In connection with completion of the First Merger, vested options
to purchase shares of St. Jude Medical common stock were deemed
exercised to a cashless exercise and the net number of shares of
St. Jude Medical common stock payable in respect thereto were
converted into the right to receive the Per Share Merger
Consideration, less applicable withholding taxes, with any
fractional Abbott common shares to be settled in cash. In
addition, unvested options and restricted stock units in respect
of St. Jude Medical common stock were assumed by Abbott and
converted into Abbott options and restricted stock units (as
applicable) of substantially equivalent value, in each case in
accordance with the terms of the Merger Agreement.

Based on the closing price of $39.36 for an Abbott common share
on the New York Stock Exchange on January 4, 2017, the aggregate
implied value of the consideration paid in connection with the
Mergers was approximately $23.6 billion, including approximately
$10 billion in Abbott common shares and approximately $13.6
billion in cash.

After giving effect to the issuance of Abbott common shares in
connection with the Mergers, Abbott has approximately 1,726.2
million common shares outstanding.

The foregoing description of the Mergers and the Merger Agreement
is not complete and is qualified in its entirety by reference to
the Merger Agreement, which is filed as Exhibit2.1 and is
incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On January4, 2017, Abbott fully guaranteed the obligations of SJM
LLC under that certain Amended and Restated Term Loan Agreement,
dated as of January4, 2017 (as further amended, restated,
extended, supplemented or otherwise modified in writing from time
to time, the Amended and Restated Term Loan Agreement),
among SJM LLC, the guarantors from time to time party thereto,
the lenders from time to time party thereto, and Bank of America,
N.A., as administrative agent, with an aggregate principal amount
outstanding of approximately $2.3 billion, substantially on the
terms set forth in the Amended and Restated Term Loan Agreement.

The borrowings under the Amended and Restated Term Loan Agreement
will bear interest, at SJM LLCs option, based on either a base
rate or a Eurodollar rate, plus an applicable margin based on
Abbotts credit ratings. The Amended and Restated Term Loan
Agreement contains representations and warranties and affirmative
and negative covenants customary for