SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
(Exact Name of Registrant as Specified in its Charter)
|(State or other Jurisdiction
|(Commission File Number)||(IRS Employer|
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 7.01||Regulation FD Disclosure.|
On April 16, 2021, AbbVie Inc. delivered a notice of redemption to the holders of its 0.500% Senior Notes due 2021 (the “Notes”), announcing the redemption on May 1, 2021 of all of its outstanding Notes. A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Notice of Redemption dated April 16, 2021.|
|104||The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).|
Pursuant 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.
|Date: April 20, 2021||By:||/s/ Robert A. Michael|
|Name: Robert A. Michael|
|Title: Executive Vice President, Chief Financial Officer|
NOTICE OF REDEMPTION
TO THE HOLDERS OF
0.500% Senior Notes due 2021
CUSIP No. 00287YDE6 (ISIN XS2117754247) / U0029QBK1 (ISIN XS2117754163) / 00287YDL0 (ISIN XS2125913603)*
Pursuant to Section 11.4 of the Base Indenture, dated as of November 8, 2012, between AbbVie Inc., a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 9, dated as of May 14, 2020, among the Issuer, the Trustee, Elavon Financial Services DAC, U.K. Branch, as paying agent, and U.S. Bank National Association, as transfer agent and registrar, and as further amended or supplemented prior to the date hereof, notice is hereby given that, on May 1, 2021 (the “Redemption Date”), €539,018,000 aggregate principal amount of the Issuer’s outstanding 0.500% Senior Notes due 2021 (the “Notes”) will be redeemed pursuant to the terms of the Notes (the “Redemption”) at 100% of the principal amount of the Notes, plus accrued and unpaid interest on such principal amount to, but excluding, the Redemption Date (collectively, the “Redemption Price”).
On the Redemption Date, the Redemption Price will become due and payable. Unless the Issuer defaults in the payment of the Redemption Price, interest will cease to accrue on any Notes that have been called for redemption on and after the Redemption Date.
Notes called for redemption must be surrendered to the Trustee at the address specified below to collect payment of the Redemption Price:
If By Mail:
Elavon Financial Services DAC, U.K. Branch
125 Old Broad Street
London EC2N 1AR
Attention: MBS Relationship Management
* No representation is made as to the accuracy or correctness of the CUSIP numbers listed herein or printed on the Notes. It is included solely for the convenience of the holders of the Notes.
|Date: April 16, 2021||By: AbbVie Inc.|
For holders of Notes who have not established an exemption, payments made upon the Redemption of the Notes may be subject to U.S. federal backup withholding of 24% of the payments to be made, as and to the extent required by the provisions of the U.S. Internal Revenue Code of 1986, as amended. To establish an exemption from such backup withholding, holders of Notes should submit a completed and signed Internal Revenue Service Form W-9 (or applicable Form W-8) when surrendering their Notes for payment.