ABBOTT LABORATORIES (NYSE:ABT) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material
Definitive Agreement
On November22, 2016, Abbott Laboratories (Abbott) completed the
public offering and issuance of $15.1 billion aggregate principal
amount of senior notes, consisting of $2,850,000,000 aggregate
principal amount of its 2.350% Notes due 2019 (the 2019 Notes),
$2,850,000,000 aggregate principal amount of its 2.900% Notes due
2021 (the 2021 Notes), $1,500,000,000 aggregate principal amount
of its 3.400% Notes due 2023 (the 2023 Notes), $3,000,000,000
aggregate principal amount of its 3.750% Notes due 2026 (the 2026
Notes), $1,650,000,000 aggregate principal amount of its 4.750%
Notes due 2036 (the 2036 Notes) and $3,250,000,000 aggregate
principal amount of its 4.900% Notes due 2046 (the 2046 Notes and
together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the
2026 Notes and the 2036 Notes, the Notes).
The notes were sold to a pricing agreement, dated November17,
2016, among Abbott, Merrill Lynch, Pierce, Fenner Smith
Incorporated, Barclays Capital Inc. and Morgan Stanley Co. LLC,
for themselves and as representatives of the several other
underwriters named therein. The Notes were issued to the
Prospectus Supplement, dated November17, 2016 and filed with the
Securities and Exchange Commission (the SEC) on November18, 2016,
and the Prospectus dated March5, 2015, filed as part of the shelf
registration statement (File No.333-202508) that became effective
under the Securities Act of 1933, as amended, when filed with the
SEC on March5, 2015.
Abbott intends to use the net proceeds from the Notes offering,
together with cash on hand, to fund the cash consideration
payable by us for the St. Jude Medical Acquisition and to pay
related expenses and for general corporate purposes, which may
include, without limitation, the repayment of indebtedness or the
funding of other acquisitions. If the consummation of the St.
Jude Medical,Inc. acquisition does not occur on or before
December31, 2017 or Abbott notifies the trustee in respect of the
Notes that Abbott will not pursue the consummation of the St.
Jude Medical acquisition, Abbott will be required to redeem the
2019 Notes, the 2023 Notes, the 2026 Notes, and 2036 Notes and
the 2046 Notes (but not the 2021 Notes) at a redemption price
equal to 101% of the principal amount of the notes to be redeemed
plus accrued and unpaid interest, if any, to, but excluding the
applicable special mandatory redemption date.
Please refer to the Prospectus Supplement dated November17, 2016
for additional information regarding the Notes offering and the
terms and conditions of the Notes. The foregoing summary of the
Notes does not purport to be complete and is qualified in its
entirety by reference to the full text of (i)the Indenture filed
as Exhibit4.1 hereto; and (ii)the forms of the notes attached
hereto as Exhibits 4.2 through 4.7, inclusive.
Item2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information included in Item 1.01 of this report is
incorporated herein by reference.
Item9.01. Financial Statements and
Exhibits.
(d)Exhibits. The following exhibits are provided as part
of this Form8-K:
|
Exhibit |
|
Description |
|
1.1 |
Pricing Agreement |
|
|
4.1 |
Indenture, dated as of March10, 2015, between Abbott |
|
|
4.2 |
Formof 2.350% Notes due 2019 |
|
|
4.3 |
Formof 2.900% Notes due 2021 |
|
Exhibit |
|
Description |
|
4.4 |
Formof 3.400% Notes due 2023 |
|
|
4.5 |
Formof 3.750% Notes due 2026 |
|
|
4.6 |
Formof 4.750% Notes due 2036 |
|
|
4.7 |
Formof 4.900% Notes due 2046 |
|
|
5.1 |
Opinion of Wachtell, Lipton, Rosen Katz |
|
|
23.1 |
Consent of Wachtell, Lipton, Rosen Katz (included in |
Forward-Looking Statements
Some statements in this transcript may be forward-looking
statements for purposes of the Private Securities Litigation
Reform Act of 1995. Abbott and St. Jude Medical caution that
these forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking
statements, including but not limited to the ability of the
parties to consummate the proposed transaction on a timely
basis or at all, the ability of the parties to satisfy the
conditions precedent to consummation of the proposed
transaction, including the ability to secure the required
regulatory approvals on the terms expected, at all or in a
timely manner, the ability of Abbott to successfully integrate
St. Jude Medicals operations, and the ability of Abbott to
implement its plans, forecasts and other expectations with
respect to St. Jude Medicals business after the completion of
the transaction and realize expected synergies. Economic,
competitive, governmental, technological and other factors that
may affect Abbotts and St. Jude Medicals operations are
discussed in Item 1A, Risk Factors, in each of Abbotts Annual
Report on Securities and Exchange Commission Form10-K for the
year ended Dec.31, 2015, and St. Jude Medicals Annual Report on
Securities and Exchange Commission Form10-K for the year ended
Jan.2, 2016, respectively, and under the heading Risk Factors
in Abbotts Quarterly Report on Form10-Q for the six months
ended June30, 2016, and are incorporated by reference. Abbott
and St. Jude Medical undertake no obligation to release
publicly any revisions to forward-looking statements as a
result of subsequent events or developments, except as required
by law.
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 00.00 at 38.10 with 16,242,514 shares trading hands.
