St. Jude Medical, LLC (NYSE:STJ) Files An 8-K Entry into a Material Definitive Agreement

future from time to time perform, investment banking, financial
advisory, lending and/or commercial banking services, or other
services for SJM LLC and its affiliates, 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 the
Company, to the Merger Agreement. Abbott completed the
acquisition of the Company through two mergers: (1)first,
Merger Sub 1, a wholly owned subsidiary of Abbott, was merged
with and into the Company, with the Company surviving the
merger as a wholly owned subsidiary of Abbott, and (2)second
and promptly after the First Merger, the Initial Surviving
Corporation 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.

In the First Merger, each share of the Companys 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 the Companys common stock were
deemed exercised to a cashless exercise and the net number of
shares of the Companys 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 the Companys 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.

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 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Ruleor Standard;
Transfer of Listing.

In connection with the closing of the First Merger, on
January4, 2017, the Company notified the New York Stock
Exchange (NYSE) of the effectiveness of the First Merger
and requested that trading in the Company Shares be suspended
after the close of trading on January4, 2017, and that the
Company shares be withdrawn from listing on the NYSE. Trading
of Company Shares on NYSE was suspended after the close of
trading on January4, 2017. The Company also requested that NYSE
file with the Securities and Exchange Commission (SEC)
an application on Form25 to delist and deregister Company
Shares under Section12(b)of the Securities Exchange Act of
1934, as amended. NYSE filed the Form25 with the SEC on January
4, 2017.

Item 3.03 Material Modification to
Rights of Security Holders.

The information set forth in Items 1.01 and 2.01 of this
Current Report on Form8-K is incorporated into this Item 3.03
by reference.

Item 5.01 Changes in Control of
Registrant.

The information set forth in Item 2.01 of this Current Report
on Form8-K is incorporated into this Item 5.01 by reference.

The Mergers were funded by a portion of the net proceeds from a
public offering of $15.1 billion aggregate principal amount of
senior notes (the notes) that Abbott completed on
November22, 2016, net proceeds from a $2.0 billion 120-Day
Bridge Term Loan Agreement, dated as of December13, 2016, among
Abbott, the lenders from time to time party thereto and Bank of
America, N.A., as Administrative Agent and lender, as well as
with Abbotts cash on hand. The notes were sold to a pricing
agreement, dated as of November17, 2016, by and among Abbott,
Merrill Lynch, Fenner Smith Incorporated, Barclays Capital Inc.
and Morgan Stanley Co. LLC, for themselves and as
representatives of the several other underwriters named
therein.

Item 5.03 Amendment to Articles of
Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Second Merger, the certificate of
formation of Vault Merger Sub, LLC, as in effect immediately
prior to the effective time of the Second Merger and as set
forth on Exhibit3.1 to this Current Report on Form8-K, which is
incorporated herein by reference, became the certificate of
formation of the surviving company in the Second Merger, except
that the surviving companys name was changed to St. Jude
Medical, LLC. In addition, at the effective time of the Second
Merger, the limited liability company agreement of the
surviving company was amended and restated in the form set
forth in Exhibit3.2, which is incorporated herein by reference.

* 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.

EXHIBITINDEX

* Schedules and exhibits have been omitted