Shearman & Sterling represented Morgan Stanley & Co. LLC (Global Coordinator), Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the initial purchasers in connection with AbbVie Inc.’s Rule 144A offering of $14.7 billion of senior notes in six tranches (including a tranche sold primarily by Morgan Stanley, as selling noteholder, in connection with a debt for debt exchange with Abbott), representing the largest-ever dollar-denominated debt issue in the high-grade market. Following several months of preparation, the deal was executed in a single day on Monday November 5, 2012 following a week of financial market disruption associated with Hurricane Sandy.
In addition, Shearman & Sterling represented Morgan Stanley & Co. LLC (Global Coordinator), Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the lead dealer managers in connection with the concurrent tender offers by Abbott for approximately $7.7 billion of outstanding Abbott senior notes consisting of four any and all offers and five partial offers, all priced on a fixed spread basis.
AbbVie Inc. is a newly-formed, wholly-owned subsidiary of Abbott created in connection with the spin-off of Abbott’s research-based pharmaceuticals business, which is expected to occur at the end of this year. A portion of the net proceeds of the AbbVie offering were used to make a cash distribution to Abbott to finance the Abbott tender offers.
The Shearman & Sterling team included partners Michael Benjamin (New York-Capital Markets) and Laurence Bambino (New York-Tax); counsel Richard Alsop (New York-Capital Markets), Ansgar Simon (New York-Tax), and Jeff Salinger (New York-Real Estate/Environmental); associates Quentin Wiest (New York-Capital Markets), Dorothea Athanasiadou (New York-Capital Markets), Dan Smith (New York-Tax), Derek Kershaw (New York-Tax), Jonathan Skinner (New York-Real Estate/Environmental), Alykhan Kurji (New York-Intellectual Property Transactions), Vivian Choi (New York-Capital Markets); and visiting attorney Tomoaki Tanizawa (New York-Capital Markets).
