ABBVIE INC. (NYSE:ABBV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
Revolving Credit Agreement
On August31, 2018 (the “Effective Date”), AbbVie Inc. (“AbbVie”), entered into a revolving credit agreement (the “Credit Agreement”) among AbbVie, as borrower, the lenders and other parties from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for a $3.0 billion unsecured revolving credit facility.
Advances will be available from the Effective Date through the fifth anniversary thereof, subject to the satisfaction (or waiver) of certain conditions set forth in the Credit Agreement. The commitments and advances under the Credit Agreement will terminate, mature and be payable, as applicable, in full on the date that is five years after the Effective Date.
Borrowings under the Credit Agreement may, at AbbVie’s election, bear interest at either (a)the base rate plus an applicable margin (“Base Rate Loans”) or (b)the Eurocurrency rate plus an applicable margin (“Eurocurrency Rate Loans”). The applicable margin with respect to such borrowings varies from 0.000% to 0.325% per annum for Base Rate Loans under the Credit Agreement and 0.700% to 1.325% per annum for Eurocurrency Rate Loans under the Credit Agreement, in each case depending on the public debt ratings of AbbVie in effect from time to time.
The Credit Agreement contains affirmative covenants, negative covenants, including a financial covenant, and events of default customary for unsecured financings of this type.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached as Exhibit10.1 to this Current Report on Form8-K, and such exhibit is incorporated herein by reference.
Amendment to 364-Day Term Loan Credit Agreement
On August31, 2018, AbbVie entered into an amendment (the “Amendment”) to that certain 364-Day Term Loan Credit Agreement, dated as of May17, 2018 (the “Term Loan Agreement”), among AbbVie, as borrower, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as administrative agent, to which the Term Loan Agreement was amended to conform to certain terms and provisions of the Credit Agreement.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit10.2 to this Current Report on Form8-K, and such exhibit is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with its entry into the Credit Agreement, on the Effective Date AbbVie repaid all of its outstanding obligations and terminated all commitments outstanding under the Revolving Credit Agreement, dated August18, 2014, as amended (as in effect from time to time, the “Existing Credit Agreement”), among AbbVie, the lenders and other parties from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
The Existing Credit Agreement provided for a $3.0 billion unsecured revolving credit facility. Absent termination, it would have matured in October2019. Borrowings under the Existing Credit Agreement, at AbbVie’s election, bore interest at either (a)the base rate plus an applicable margin or (b)the Eurocurrency rate plus an applicable margin. The applicable margin with respect to such borrowings varied from 0.000% to 0.500% per annum for Base Rate Loans under the Existing Credit Agreement and 0.625% to 1.500% per annum for Eurocurrency Rate Loans under the Existing Credit Agreement, in each case depending on the public debt ratings of AbbVie in effect from time to time.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description set forth in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
ExhibitNo.
|
Description
|
|
10.1
|
Revolving Credit Agreement, dated as of August31, 2018, among AbbVie, the lenders and other parties party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
10.2
|
First Amendment to 364-Day Term Loan Credit Agreement, dated as of August31, 2018, among AbbVie, the lenders and other parties party thereto, and Bank of America, N.A., as administrative agent.
|
AbbVie Inc. ExhibitEX-10.1 2 a18-24082_1ex10d1.htm EX-10.1 EXHIBIT 10.1 $3,…To view the full exhibit click here
About ABBVIE INC. (NYSE:ABBV)
AbbVie Inc. (AbbVie) is a research-based biopharmaceutical company. The Company develops and markets therapies that address a range of diseases. The Company operates in pharmaceutical products segment. Its products are focused on treating conditions, such as chronic autoimmune diseases, in rheumatology, gastroenterology and dermatology; oncology, including blood cancers; virology, including hepatitis C (HCV) and human immunodeficiency virus (HIV); neurological disorders, such as Parkinson’s disease; metabolic diseases, including thyroid disease and complications associated with cystic fibrosis, as well as other serious health conditions. AbbVie also has a pipeline of new medicines, including over 50 compounds or indications, such as immunology, virology/liver disease, oncology, neurological diseases and women’s health. Its product portfolio includes HUMIRA, IMBRUVICA, HCV products, additional virology products, metabolics/hormones products, endocrinology products and other products.
