ABBVIE (EPA:ABBV) AbbVie Inc. FORM 8-K

Transparency directive : regulatory news

03/06/2016 00:51

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): June 1, 2016

                                  ABBVIE INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware

                (State or other Jurisdiction of Incorporation)

                      001-35565 (Commission File Number)

                                  32-0375147
                       (IRS Employer Identification No.)

                             1 North Waukegan Road
                      North Chicago, Illinois 60064-6400
              (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code: (847) 932-7900

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))

Item 8.01. Other Events

On June 1, 2016, AbbVie Inc. ("AbbVie") entered into an accelerated share
repurchase agreement (the "agreement") with JPMorganChase ("JPMorgan") to
repurchase $3.8 billion (the "prepayment amount") of AbbVie's common stock.
JPMorgan is expected to make an initial delivery of approximately 54.4 million
shares of AbbVie's common stock on June 2, 2016, which represents 90% of the
prepayment amount divided by the closing price of AbbVie's common stock on June
1, 2016.

At settlement of the agreement, JPMorgan may be required to deliver additional
shares of AbbVie's common stock to AbbVie or, under certain circumstances,
AbbVie may be required to deliver shares of its common stock or may elect to
make a cash payment to JPMorgan. The total number of shares of AbbVie's common
stock to be repurchased under the agreement will be based on the daily
volume-weighted average price of AbbVie's common stock during the term of the
transaction, less a discount and subject to adjustment pursuant to the terms of
the agreement. The final settlement of the transactions under the agreement is
expected to occur before the end of the fourth quarter of 2016 and may be
accelerated at the option of JPMorgan.

This agreement was entered into pursuant to AbbVie's previously disclosed share
repurchase authorization and in connection with AbbVie's previously announced
acquisition of StemCentrx, Inc., which was completed on June 1, 2016.

             - Private Securities Litigation Reform Act of 1995 -
               A Caution Concerning Forward-Looking Statements

Some statements in this Form 8-K may be forward-looking statements for purposes
of the Private Securities Litigation Reform Act of 1995. The statements in this
release are based upon current expectations and are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. These risks and
uncertainties include risks and uncertainties related to, among other things:
general economic and business conditions, global economic growth and activity;
industry conditions; changes in laws or regulation; developments in the U.S. or
global capital markets, credit markets or economies generally that could
significantly impact AbbVie's ability to implement, or realize the benefits of,
the accelerated stock repurchase as currently planned; and other factors beyond
AbbVie's control as well as the risk factors and other cautionary statements
described in AbbVie's filings with the SEC. Additional information about the
economic, competitive, governmental, technological and other factors that may
affect AbbVie's operations is set forth in Item 1A, "Risk Factors," in AbbVie's
2015 Annual Report on Form 10-K, which has been filed with the Securities and
Exchange Commission. AbbVie undertakes no obligation to release publicly any
revisions to forward-looking statements as a result of subsequent events or
developments, except as required by law.

                                   SIGNATURE

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.

                      ABBVIE INC.

Date: June 2, 2016    By:
                      /s/ William J. Chase
                      Name: William J. Chase
                      Title: Executive Vice President, Chief Financial Officer

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