ABBOTT LABORATORIES (NYSE: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
unsecured financings of this type as well as customary events
of default. A copy of the Amended and Restated Term Loan
Agreement will be filed with a future periodic report.
Also on January4, 2017, in connection with the Mergers, Abbott
borrowed $2.0 billion under that certain 120-Day Bridge Term
Loan Agreement (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the Bridge
Term Loan Agreement), dated as of December13, 2016, by and
among Abbott, the lenders from time to time party thereto and
Bank of America, N.A., as administrative agent.
Item 8.01. Other Events.
On January4, 2017, Abbott issued a press release announcing the
closing of the Mergers, a copy of which is filed as Exhibit99.1
and is incorporated herein by reference.
Item 9.01Financial Statements and
Exhibits.
(a)Financial Statements of Business Acquired.
Financial statements of the acquired business are not included
in this Current Report on Form8-K. Such financial statements
will be filed by amendment not later than 71 calendar days
after the date that this Current Report on Form8-K is required
to be filed.
(b)Pro Forma Financial Information.
Pro forma financial information relative to the acquired
business is not included in this Current Report on Form8-K.
Such pro forma financial information will be filed by amendment
not later than 71 calendar days after the date that this
Current Report on Form8-K is required to be filed.
(d) Exhibits.
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ExhibitNo. |
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Exhibit |
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2.1 |
Agreement and Plan of Merger, dated as of April27, 2016, |
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99.1 |
Press Release, dated January4, 2017 |
* Schedules and exhibits have been omitted to Item 601(b)(2)of
Regulation S-K. The Registrant hereby undertakes to furnish
supplementally copies of any of the omitted schedules and
exhibits upon request by the Securities and Exchange
Commission.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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ABBOTT LABORATORIES |
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Date: January5, 2017 |
By: |
/s/ Brian B. Yoor |
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Brian B. Yoor |
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Senior Vice President Finance and Chief Financial Officer |
EXHIBITINDEX
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ExhibitNo. |
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Exhibit |
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2.1 |
Agreement and Plan of Merger, dated as of April27, 2016, |
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99.1 |
Press Release, dated January4, 2017 |
* Schedules and exhibits have been omitted
About ABBOTT LABORATORIES (NYSE:ABT)
Abbott Laboratories (Abbott) is engaged in the discovery, development, manufacture and sale of a line of healthcare products. The Company operates in four business segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products and Vascular Products. The Established Pharmaceutical Products segment includes the international sales of a line of branded generic pharmaceutical products. The Nutrition Products segment includes the sales of a line of adult and pediatric nutritional products. The Diagnostic Products includes the sales of diagnostic systems and tests for blood banks, hospitals, commercial laboratories and alternate-care testing sites. The Vascular Products includes the sales of coronary, endovascular, structural heart, vessel closure and other medical device products. ABBOTT LABORATORIES (NYSE:ABT) Recent Trading Information
ABBOTT LABORATORIES (NYSE:ABT) closed its last trading session up +1.08 at 40.78 with 14,628,910 shares trading hands.