Davis Polk advised the initial purchasers in connection with an unregistered offering by AbbVie Inc. of $30 billion aggregate principal amount of senior notes, consisting of (i) $750 million aggregate principal amount of senior floating rate notes due May 2021, (ii) $750 million aggregate principal amount of senior floating rate notes due November 2021, (iii) $750 million aggregate principal amount of senior floating rate notes due 2022, (iv) $1.75 billion aggregate principal amount of 2.150% senior notes due 2021, (v) $3 billion aggregate principal amount of 2.300% senior notes due 2022, (vi) $3.75 billion aggregate principal amount of 2.600% senior notes due 2024, (vii) $4 billion aggregate principal amount of 2.950% senior notes due 2026, (viii) $5.5 billion aggregate principal amount of 3.200% senior notes due 2029, (ix) $4 billion aggregate principal amount of 4.050% senior notes due 2039 and (x) $5.75 billion aggregate principal amount of 4.250% senior notes due 2049. AbbVie intends to use the net proceeds from the offering to fund a portion of the aggregate cash consideration due to Allergan shareholders in connection with the Allergan plc acquisition and to pay related fees and expenses, with any remaining net proceeds being used for general corporate purposes.

Headquartered in Chicago, Illinois, AbbVie is a global research-based biopharmaceutical company that develops and markets advanced therapies that address some of the world’s most complex and serious diseases. AbbVie products are focused on treating conditions such as chronic autoimmune diseases in rheumatology, gastroenterology and dermatology; oncology, including blood cancers; virology, including hepatitis C virus (HCV) and human immunodeficiency virus; neurological disorders, such as Parkinson’s disease; metabolic diseases, including thyroid disease and complications associated with cystic fibrosis; pain associated with endometriosis; as well as other serious health conditions.

The Davis Polk capital markets team included partner Richard D. Truesdell Jr. and associates Stephen A. Byeff, Michael Despres, Roman Shapurko and Concepción Olivera. Partner David R. Bauer and associate Hilary Smith provided intellectual property and technology advice. Counsel David A. Zilberberg provided environmental advice. All members of the Davis Polk team are based in the New York office.

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