ABBOTT LABORATORIES (NYSE:ABT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September27, 2018, Abbott Ireland Financing DAC, a designated activity company incorporated under Irish law (the “Issuer”) and a wholly-owned subsidiary of Abbott Laboratories (“Abbott”), completed an offering of €3,420,000,000 billion aggregate principal amount of notes (collectively, the “notes”) exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”) to Regulation S. The notes were issued to an indenture dated as of September27, 2018 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of September27, 2018 (the “First Supplemental Indenture and, together with the Base Indenture, the “Indenture”). The notes are fully and irrevocably guaranteed (the “guarantees”) on an unsecured basis by Abbott.
The notes and the guarantees are unsecured and unsubordinated debt obligations of the issuer and Abbott, which rank equally in right of payment with all of the other unsecured and unsubordinated debt obligations of the issuer and Abbott from time to time outstanding. The notes will be effectively subordinated to any future secured and unsubordinated indebtedness of the Issuer. The guarantees will be effectively subordinated to all of Abbott’s secured indebtedness and to all of the indebtedness of its subsidiaries. Certain terms of the notes are as follows:
|
Description |
PrincipalAmount |
Maturity |
PricetoPublic |
||
|
0.000% Notes |
1,140,000,000 |
September27, 2020 |
99.727 |
% |
|
|
0.875% Notes |
1,140,000,000 |
September27, 2023 |
99.912 |
% |
|
|
1.500% Notes |
1,140,000,000 |
September27, 2026 |
99.723 |
% |
The Indenture does not contain any financial covenants or provisions limiting the Issuer or Abbott from incurring additional indebtedness. The Indenture includes covenants that, among other things, limit the ability of Abbott and certain of its subsidiaries to (i)incur, issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage on any principal domestic property or any shares of stock or debt of any domestic subsidiary without effectively providing that the notes be secured equally and ratably and (ii)enter into sale and leaseback transactions with respect to principal domestic properties. The indenture also contains a covenant that restricts the ability of the Issuer to create or permit to subsist any mortgage upon the whole or any part of its present or future assets or revenues to secure any indebtedness for borrowed money which is represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is (with the consent of the Issuer of the indebtedness) at the time listed, quoted or traded on any stock exchange or in any securities market or (ii)guarantee any such indebtedness of any person without (a)promptly securing the notes equally and ratably or (b)providing such other security interest or other arrangement for each notes as may be approved by holders of a majority in principal amount of the outstanding notes of such series
The notes will mature on the dates set forth in the Indenture. However, the Issuer may redeem some or all of the notes of a series at any time and from time to time at its option as described in the Indenture.
The above description of the Indenture does not purport to be a complete statement of the parties’ rights and obligations under the Indenture and is qualified in its entirety by reference to the terms of the Base Indenture and the First Supplemental Indenture attached hereto as Exhibit4.1 and Exhibit4.2, respectively.
Abbott intends to use the net proceeds of the offering to redeem $750,000,000 principal amount of its 2.00% Notes due 2020, $596,614,000 principal amount of its 4.125% Notes due 2020, $818,429,000 principal amount of its 3.25% Notes due 2023, $81,557,000 principal amount of the 3.25% Notes due 2023 of St. Jude Medical, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Abbott, $450,000,000 principal amount of its 3.4% Notes due 2023, and $1,300,000,000 principal amount of its 3.75% Notes due 2026, and the payment of fees, expenses, and other costs associated therewith.
The notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or exemption from registration under the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy any notes in the United States.
Forward-Looking Statements
Some statements in this Current Report on Form8-K may be “forward-looking statements” for purposes of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” variations of these words, and similar expressions are intended to identify these forward-looking
