0000001800 false Common Shares, Without Par Value ABT 0000001800 2020-06-21 2020-06-22 0000001800 us-gaap:CommonStockMember exch:XCHI 2020-06-21 2020-06-22 0000001800 us-gaap:CommonStockMember exch:XNYS 2020-06-21 2020-06-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
   

 

 

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

 

June 22, 2020

Date of Report (Date of earliest event reported)

 

ABBOTT LABORATORIES

(Exact name of Registrant as specified in its charter)

 

 

 

Illinois   1-2189   36-0698440
(State or other Jurisdiction of Incorporation)   (Commission file number)   (I.R.S. Employer Identification Number)

 

 

 

100 Abbott Park Road

Abbott Park,Illinois 60064-6400

(Address of principal executive offices)(Zip code)

 

Registrant’s telephone number, including area code:  (224) 667-6100

 

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 Registered

Common Shares, Without Par Value ABT New York Stock Exchange

Chicago Stock Exchange, Inc.

 

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 1.01. Entry into a Material Definitive Agreement

 

On June 24, 2020, Abbott Laboratories (“Abbott”) completed the public offering and issuance of $1,300,000,000 aggregate principal amount of senior notes, consisting of $650,000,000 aggregate principal amount of its 1.150% Notes due 2028 (the “2028 Notes”) and $650,000,000 aggregate principal amount of its 1.400% Notes due 2030 (the “2030 Notes” and together with the 2028 Notes, the “Notes”).

 

The Notes were sold pursuant to a pricing agreement, dated June 22, 2020 (the “Pricing Agreement”), among Abbott, Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, for themselves and as representatives of the several other underwriters named therein. The Notes were issued pursuant to the Prospectus Supplement, dated June 22, 2020, and filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2020, and the Prospectus, dated June 22, 2020, filed as part of the shelf registration statement (File No. 333-239333) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on June 22, 2020.

 

Abbott may redeem some or all of the Notes of each series at any time at its option, in whole or from time to time in part, at the redemption prices specified in the applicable Note. Abbott intends to use the net proceeds from the Notes offering for general corporate purposes, which may include, without limitation, the repayment of indebtedness.

 

Please refer to the Prospectus Supplement, dated June 22, 2020, for additional information regarding the Notes offering and the terms and conditions of the Notes. The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Indenture filed as Exhibit 4.1 hereto; and (ii) the Officers’ Certificate filed as Exhibit 4.2 hereto.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information included in Item 1.01 of this report is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.     Description
1.1     Pricing Agreement
4.1     Indenture, dated as of March 10, 2015, between Abbott Laboratories and U.S. Bank National Association (including form of security) (previously filed as an exhibit to Abbott's Current Report on Form 8-K, filed with the SEC on March 10, 2015)
4.2     Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of the Indenture with respect to 1.150% Notes due 2028 and 1.400% Notes due 2030
4.3     Form of 1.150% Notes due 2028 (included in Exhibit 4.2 of this Current Report on Form 8-K)
4.4     Form of 1.400% Notes due 2030 (included in Exhibit 4.2 of this Current Report on Form 8-K)
5.1     Opinion of Wachtell, Lipton, Rosen & Katz
23.1     Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 of this Current Report on Form 8-K)
104     Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ABBOTT LABORATORIES
   
     
Date: June 24, 2020 By: /s/ Robert E. Funck, Jr.
    Robert E. Funck, Jr.
    Executive Vice President, Finance
    and Chief Financial Officer

 

3

 

Exhibit 1.1

 

EXECUTION VERSION

 

Pricing Agreement

 

Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

 

and

 

Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

 

and

 

BofA Securities, Inc.
One Bryant Park
New York, New York 10036

 

and

 

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

 

As Representatives of the several
Underwriters named in Schedule I hereto

 

 

June 22, 2020

 

Ladies and Gentlemen:

 

Abbott Laboratories, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 5, 2015 (the “Underwriting Agreement”), between the Company and the Representatives of the several Underwriters to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the S-3 Filing Date (as defined below) in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 10 of the Underwriting Agreement and the address of the Representatives referred to in such Section 10 are set forth at the end of Schedule II hereto. The Permitted Free Writing Prospectuses relating to the Designated Securities are attached hereto as Schedule III.

 

 

 

 

The Company has filed with the Commission an automatic shelf registration statement, as defined in Rule 405 under the Securities Act, on Form S-3 (File No. 333-239333) on June 22, 2020 (the “S-3 Filing Date”) relating to the Securities. References to the “Registration Statement,” as used with respect to the Designated Securities, means the registration statement with such file number.

 

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

 

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

 

The representation set forth in Section 1(p) of the Underwriting Agreement shall be replaced in its entirety with the following:

 

(p) The Company and its subsidiaries (i) make and keep accurate books and records in all material respects and (ii) maintain internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference;

 

2

 

 

The representation set forth in Section 1(q) of the Underwriting Agreement shall be replaced in its entirety with the following:

 

(q) The Company has established, maintains and will maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) which are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported in accordance with the Exchange Act and the rules and regulations thereunder in all material respects. The Company has carried out and will carry out evaluations, under the supervision and with the participation of the Company’s management, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures in accordance with Rule 13a-15 of the Exchange Act;

 

The representation set forth in Section 1(s) of the Underwriting Agreement shall be replaced in its entirety with the following:

 

(s) Ernst & Young LLP has audited and reported on certain financial statements of the Company and its subsidiaries and the effectiveness of the Company’s internal control over financial reporting. Ernst & Young LLP is an independent registered public accounting firm with respect to the Company and its subsidiaries as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission and the Public Company Accounting Oversight Board;

 

The representation set forth in Section 1(u) of the Underwriting Agreement shall be replaced in its entirety with the following:

 

(u) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to or the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority in a jurisdiction material to the Company and its subsidiaries taken as a whole (collectively, “Sanctions”); nor is the Company or any of its subsidiaries located, organized or resident in a country that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria); and the Company will not directly or, to the knowledge of the Company, indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person, or in any country or territory, that at the time of such financing is the subject or target of Sanctions.

 

Section 5(c)(vi) of the Underwriting Agreement shall be replaced in its entirety with the following:

 

(vi) The Indenture has been duly authorized, executed and delivered by the Company;

 

Section 5(c)(ix) of the Underwriting Agreement shall be deleted in its entirety.

 

The opinion to be delivered pursuant to Section 5(c) of the Underwriting Agreement shall be delivered by Jessica Paik, Divisional Vice President, Associate General Counsel, and Assistant Secretary of the Company; and the opinion to be delivered pursuant to Section 5(d) of the Underwriting Agreement shall be delivered by Wachtell, Lipton, Rosen & Katz, special counsel for the Company in a form agreed between Wachtell, Lipton, Rosen & Katz and the Representatives.

 

3

 

 

The letters to be delivered pursuant to Section 5(e) of the Underwriting Agreement shall be delivered by Ernst & Young LLP, the independent accountant of the Company, to the effect set forth in Annex II to the Underwriting Agreement.

 

Agreement and Acknowledgment with Respect to the Exercise of Bail-in Powers: In addition to the other agreements contained in the Underwriting Agreement, the Company agrees with each of the Underwriters that:

 

Notwithstanding and to the exclusion of any other term of this Pricing Agreement or any other agreements, arrangements or understanding between the Representatives and the Company, each of the parties to this Pricing Agreement acknowledges and accepts that a BRRD Liability arising under this Pricing Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

 

(a)       the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of an Underwriter to any other party under this Pricing Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

 

(i)       the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

 

(ii)       the conversion of all, or a portion of, the BRRD Liability into shares, other securities or other obligations of an Underwriter or another person, (and the issue to or conferral on such other party to this Pricing Agreement of such shares, securities or obligations);

 

(iii)       the cancellation of the BRRD Liability;

 

(iv)       the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

 

(b)       the variation of the terms of this Pricing Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

 

(c)       As used in this Pricing Agreement

 

(i)       “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

 

4

 

 

(ii)       “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

 

(iii)       “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

 

(iv)       “BRRD Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

 

(v)       “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com.

 

(vi)       “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers.

 

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

 

Recognition of the U.S. Special Resolution Regimes: In addition to the other agreements contained in the Underwriting Agreement, the Company agrees with each of the Underwriters that:

 

(a)In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United State.

 

(b)In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

5

 

 

For purposes of this Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

6

 

 

  Very truly yours,
   
  Abbott Laboratories
   
  By:    /s/ Karen M. Peterson
    Name:    Karen M. Peterson
    Title:      Vice President, Treasurer

 

[Signature Page – Pricing Agreement]

 

7

 

 

Accepted as of the date hereof:

 

Morgan Stanley & Co. LLC

 

By:    /s/ Ian Drewe  
   
  On behalf of each of the Underwriters  

 

Accepted as of the date hereof:

 

Barclays Capital Inc.

 

By:    /s/ James Gutow  
   
  On behalf of each of the Underwriters  

 

Accepted as of the date hereof:

 

BofA Securities, Inc.

 

By:    /s/ Douglas A. Muller  
   
  On behalf of each of the Underwriters  

 

Accepted as of the date hereof:

 

J.P. Morgan Securities LLC

 

By:    /s/ Som Bhattacharyya  
   
  On behalf of each of the Underwriters  

 

[Signature Page – Pricing Agreement]

 

8

 

 

SCHEDULE I

 

Underwriter  Principal Amount
of Notes due 2028
   Principal
Amount of Notes
due 2030
 
Morgan Stanley & Co. LLC  $115,375,000   $115,375,000 
Barclays Capital Inc.  $91,000,000   $91,000,000 
BofA Securities, Inc.  $91,000,000   $91,000,000 
J.P. Morgan Securities LLC  $91,000,000   $91,000,000 
BNP Paribas Securities Corp.  $32,500,000   $32,500,000 
Citigroup Global Markets Inc.  $32,500,000   $32,500,000 
Deutsche Bank Securities Inc.  $32,500,000   $32,500,000 
MUFG Securities Americas Inc.  $32,500,000   $32,500,000 
SG Americas Securities, LLC  $32,500,000   $32,500,000 
HSBC Securities (USA) Inc.  $16,250,000   $16,250,000 
Santander Investment Securities Inc.  $16,250,000   $16,250,000 
Standard Chartered Bank  $16,250,000   $16,250,000 
Goldman Sachs & Co. LLC  $8,125,000   $8,125,000 
Banca IMI S.p.A.  $4,875,000   $4,875,000 
BBVA Securities Inc.  $4,875,000   $4,875,000 
ING Financial Markets LLC  $4,875,000   $4,875,000 
Mizuho Securities USA LLC  $4,875,000   $4,875,000 
RBC Capital Markets, LLC  $4,875,000   $4,875,000 
U.S. Bancorp Investments, Inc.  $4,875,000   $4,875,000 
Siebert Williams Shank & Co., LLC  $13,000,000   $13,000,000 
Total  $650,000,000   $650,000,000 

 

9

 

 

SCHEDULE II-A

 

Title of Notes:

1.150% Notes due 2028 (the “2028 Notes”)

 

Aggregate principal amount: $650,000,000
Pricing Effective Time: 3:40 p.m., New York City time, June 22, 2020
Price to Public: 99.370% of the principal amount of the 2028 Notes, plus accrued interest from June 24, 2020 (if any).
Purchase Price by Underwriters: 98.970% of the principal amount of the 2028 Notes, plus accrued interest from June 24, 2020 (if any).
Method of and specified funds for payment of purchase price: By wire transfer to a bank account specified by the Company in immediately available funds
Indenture: Indenture, dated as of March 10, 2015, between the Company and U.S. Bank National Association, as Trustee
Maturity: January 30, 2028
Interest Rate: 1.150%
Interest Payment Dates: Semiannually on January 30 and July 30, commencing January 30, 2021.
Redemption Provisions: As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions: No sinking fund provisions
Defeasance provisions: Sections 13.2 and 13.3 of the Indenture shall be applicable to the 2028 Notes
Time of Delivery: June 24, 2020
Closing Location for Delivery of Securities:

The Depository Trust Company

55 Water Street

New York, New York 10041

 

Names and addresses of Representatives:  
Designated Representatives:

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

J.P. Morgan Securities LLC

 

Address for Notices, etc.:

c/o

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036

Attn: Investment Banking Division

 

10

 

 

SCHEDULE II-B

 

Title of Notes:

1.400% Notes due 2030 (the “2030 Notes”)

 

Aggregate principal amount: $650,000,000
Pricing Effective Time: 3:40 p.m., New York City time, June 22, 2020
Price to Public: 98.567% of the principal amount of the 2030 Notes, plus accrued interest from June 24, 2020 (if any).
Purchase Price by Underwriters: 98.117% of the principal amount of the 2030 Notes, plus accrued interest from June 24, 2020 (if any).
Method of and specified funds for payment of purchase price: By wire transfer to a bank account specified by the Company in immediately available funds
Indenture: Indenture, dated as of March 10, 2015, between the Company and U.S. Bank National Association, as Trustee
Maturity: June 30, 2030
Interest Rate: 1.400%
Interest Payment Dates: Semiannually on December 30 and June 30, commencing December 30, 2020.
Redemption Provisions: As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions: No sinking fund provisions
Defeasance provisions: Sections 13.2 and 13.3 of the Indenture shall be applicable to the 2030 Notes
Time of Delivery: June 24, 2020
Closing Location for Delivery of Securities:

The Depository Trust Company

55 Water Street

New York, New York 10041

 

Names and addresses of Representatives:  
Designated Representatives:

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

J.P. Morgan Securities LLC

 

Address for Notices, etc.:

c/o

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036

Attn: Investment Banking Division

 

11

 

 

SCHEDULE III

 

1.       Each term sheet set forth in the form of Schedule IV hereto.

 

12

 

 

SCHEDULE IV-A

 

FINAL TERM SHEET

1.150% Notes due 2028

 

Issuer: Abbott Laboratories
Principal Amount: $650,000,000
Coupon: 1.150%
Maturity: January 30, 2028
Price to Public: 99.370% plus accrued interest, if any, from June 24, 2020
Yield to maturity: 1.237%
Benchmark Treasury: 0.500% due May 31, 2027
Spread to Benchmark Treasury: +70 bps
Treasury Price and Yield: 99-24 /0.537%
Coupon Dates: Semiannually on January 30 and July 30
First Coupon: January 30, 2021
Settlement Date: June 24, 2020
Par Call Date: November 30, 2027 (two months prior to the stated maturity of the notes)

 

13

 

 

Optional Redemption Provisions:

Abbott may redeem the notes at any time prior to the Par Call Date in whole or in part, in each case at Abbott’s option, at a redemption price equal to the sum of: the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose the notes matured on the Par Call Date) of principal and interest on the notes being redeemed (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 12.5 basis points, plus, in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date on the principal amount of the notes being redeemed.

 

In addition, Abbott may redeem the notes at any time on or after the Par Call Date in whole or in part, in each case at Abbott’s option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

 

CUSIP: 002824 BP4
Joint Bookrunning Managers:

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

J.P. Morgan Securities LLC

Senior Co-Managers:

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

MUFG Securities Americas Inc.

SG Americas Securities, LLC

Co-Managers:

HSBC Securities (USA) Inc.

Santander Investment Securities Inc.

Standard Chartered Bank

Goldman Sachs & Co. LLC

Banca IMI S.p.A.

BBVA Securities Inc.

ING Financial Markets LLC

Mizuho Securities USA LLC

RBC Capital Markets, LLC

U.S. Bancorp Investments, Inc.

Siebert Williams Shank & Co., LLC

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC, toll-free at (866) 718-1649, Barclays Capital Inc. at (888) 603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322 or J.P. Morgan Securities LLC collect at (212) 834-4533.

 

14

 

 

SCHEDULE IV-B

 

FINAL TERM SHEET

1.400% Notes due 2030

 

Issuer: Abbott Laboratories
Principal Amount: $650,000,000
Coupon: 1.400%
Maturity: June 30, 2030
Price to Public: 98.567% plus accrued interest, if any, from June 24, 2020
Yield to maturity: 1.555%
Benchmark Treasury: 0.625% due May 15, 2030
Spread to Benchmark Treasury: +85 bps
Treasury Price and Yield: 99-07+ / 0.705%
Coupon Dates: Semiannually on December 30 and June 30
First Coupon: December 30, 2020
Settlement Date: June 24, 2020
Par Call Date: March 30, 2030 (three months prior to the stated maturity of the notes)

15

 

 

Optional Redemption Provisions:

Abbott may redeem the notes at any time prior to the Par Call Date in whole or in part, in each case at Abbott’s option, at a redemption price equal to the sum of: the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose the notes matured on the Par Call Date) of principal and interest on the notes being redeemed (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 15 basis points, plus, in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date on the principal amount of the notes being redeemed.

 

In addition, Abbott may redeem the notes at any time on or after the Par Call Date in whole or in part, in each case at Abbott’s option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

 

CUSIP: 002824 BQ2
Joint Bookrunning Managers:

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

J.P. Morgan Securities LLC

Senior Co-Managers:

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

MUFG Securities Americas Inc.

SG Americas Securities, LLC

Co-Managers:

HSBC Securities (USA) Inc.

Santander Investment Securities Inc.

Standard Chartered Bank

Goldman Sachs & Co. LLC

Banca IMI S.p.A.

BBVA Securities Inc.

ING Financial Markets LLC

Mizuho Securities USA LLC

RBC Capital Markets, LLC

U.S. Bancorp Investments, Inc.

Siebert Williams Shank & Co., LLC

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC, toll-free at (866) 718-1649, Barclays Capital Inc. at (888) 603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322 or J.P. Morgan Securities LLC collect at (212) 834-4533.

 

16

 

Exhibit 4.2

 

EXECUTION

 

ABBOTT LABORATORIES

 

OFFICERS’ CERTIFICATE PURSUANT TO
SECTIONS 3.1 AND 3.3 OF THE INDENTURE

 

The undersigned, Robert E. Funck, Jr., Executive Vice President, Finance and Chief Financial Officer of Abbott Laboratories (“Abbott” or the “Company”), and Karen M. Peterson, Vice President, Treasurer of the Company, hereby certify, pursuant to (i) Sections 3.1 and 3.3 of the Indenture, dated as of March 10, 2015 (as it may from time to time be supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof and, with respect to any Security, including each series of the Notes (as defined below), by the terms and provisions of such Security established pursuant to Section 3.1 thereof (as such terms and provisions may be amended pursuant to the applicable provisions thereof), the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), (ii) the resolutions duly adopted by the Board of Directors and effective as of April 24, 2020 (the “Resolutions”), and (iii) the authority granted in the Resolutions, the following forms and terms for the series of Securities to be issued pursuant to the Indenture (capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture):

 

1.             All covenants and conditions precedent provided for in the Indenture relating to the establishment of each series of Notes (as defined below) and the terms of each such series of Notes have been complied with.

 

2.             The Company shall issue $650,000,000 aggregate principal amount of 1.150% Notes due 2028 (the “2028 Notes”).

 

The Company shall issue $650,000,000 aggregate principal amount of 1.400% Notes due 2030 (the “2030 Notes,” and together with the 2028 Notes, the “Notes”).

 

3.             The Company shall issue and sell the Notes to Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC and the additional underwriters as set forth in Schedule I to the Pricing Agreement (as defined below) (collectively, the “Underwriters”) pursuant to a Pricing Agreement, dated June 22, 2020 (the “Pricing Agreement”), between the Company and the Underwriters, upon the terms and conditions set forth therein, to be issued under and in accordance with the Indenture.

 

4.             In addition to the other terms provided in the Indenture with respect to Securities issued thereunder, the Notes shall contain the following terms:

 

(a)           The title of the 2028 Notes will be the “1.150% Notes due 2028”.

 

The title of the 2030 Notes will be the “1.400% Notes due 2030”.

 

(b)           The 2028 Notes will initially be limited to $650,000,000 in aggregate principal amount.

 

The 2030 Notes will initially be limited to $650,000,000 in aggregate principal amount.

 

 

 

The Company may from time to time, without notice to or the consent of the Holders of the Notes, issue additional series of Securities under the Indenture or additional Notes of a series of Notes. Additional Notes may be consolidated and form a single series with an existing series of the Notes and have the same terms as to status, redemption or otherwise as such series of Notes (except for the issue date, the public offering price and the first payment of interest thereon), provided, however, that if such additional Notes are not fungible with the Notes of the applicable series for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. Any reference to Notes of a series shall include any Notes of the same series issued after the date hereof.

 

(c)           Interest shall be payable to the persons in whose names the 2028 Notes and the 2030 Notes, as applicable, are registered at the close of business on the applicable Regular Record Date (as defined below).

 

(d)           The Stated Maturity of the 2028 Notes, on which date the principal thereof is due and payable, shall be January 30, 2028.

 

The Stated Maturity of the 2030 Notes, on which date the principal thereof is due and payable, shall be June 30, 2030.

 

(e)           The 2028 Notes shall bear interest at the rate of 1.150% per year, computed on the basis of a 360-day year of twelve 30-day months.

 

The 2030 Notes shall bear interest at the rate of 1.400% per year, computed on the basis of a 360-day year of twelve 30-day months.

 

(f)            Interest on the 2028 Notes and the 2030 Notes will begin to accrue on June 24, 2020.

 

(g)           Interest on the 2028 Notes will be payable semi-annually in arrears on January 30 and July 30 in each year and interest on the 2030 Notes will be payable semi-annually in arrears on June 30 and December 30 in each year (each an “Interest Payment Date”), commencing on January 30, 2021, in the case of the 2028 Notes, and December 30, 2020, in the case of the 2030 Notes. Interest payable on each Interest Payment Date will include interest accrued from June 24, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. If the date on which a payment of interest or principal on the Notes is scheduled to be paid is not a Business Day, then that interest or principal will be paid on the next succeeding Business Day but no further interest will be paid in respect of the delay in such payment.

 

(h)           Abbott will pay interest payable on any Interest Payment Date to the person in whose name a Note (or any Predecessor Security) is registered at the close of business on (i) in the case of the 2028 Notes, the January 15 or July 15, as the case may be, next preceding such Interest Payment Date or (ii) in the case of the 2030 Notes, the June 15 or December 15, as the case may be, next preceding such Interest Payment Date (each a “Regular Record Date”), as applicable.

 

(i)            [Reserved].

 

(j)            [Reserved].

 

2

 

 

(k)           Abbott may redeem each series of the Notes at any time prior to the applicable Par Call Date (as defined in the applicable Note) in whole or in part, in each case at Abbott’s option, on the terms set forth in the applicable Note. Abbott will not be responsible for giving notice of redemption of the Notes to anyone other than the Trustee.

 

(l)            The 2028 Notes and the 2030 Notes will not have the benefit of any sinking fund.

 

(m)          The 2028 Notes and the 2030 Notes are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

 

(n)           [Reserved].

 

(o)           The payment of principal of, and any premium and interest on, the 2028 Notes and the 2030 Notes shall not be determined with reference to an index or formula.

 

(p)           There shall be no optional currency or currency unit in which the payment of principal of, and any premium and interest on, the 2028 Notes and the 2030 Notes shall be payable.

 

(q)           Sections 4.1, 13.2 and 13.3 of the Indenture shall apply to the Notes; provided, that upon any redemption that requires the payment of the Applicable Premium (as defined in the applicable Note), the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption (and calculated as though the Redemption Date were the date of such notice of redemption), with any deficit as of the Redemption Date only required to be deposited with the Trustee on or prior to the Redemption Date.

 

(r)            The covenants set forth in Article X of the Indenture apply to the Notes.

 

(s)            The principal amount of the 2028 Notes and the 2030 Notes shall be payable upon declaration of acceleration pursuant to Section 5.2 of the Indenture.

 

(t)            The 2028 Notes and the 2030 Notes will be represented by one or more Book-Entry Securities registered in the name of The Depository Trust Company (“DTC”).

 

(u)           Notwithstanding the foregoing, any Notes in the form of Book-Entry Securities shall be exchangeable for Notes in definitive form registered in the name of any Person other than the Depository or its nominee, only if (i) such Depository notifies Abbott that it is unwilling or unable to continue as Depository for such Book-Entry Securities or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, in each case, Abbott does not appoint a successor within 90 days; (ii) in Abbott’s discretion at any time, Abbott determines not to have all of the Notes represented in the form of Book Entry Securities and executes and delivers to the Trustee a Company Order that such Book-Entry Securities shall be so exchangeable; or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as such Depository shall direct.

 

3

 

 

(v)           So long as DTC or its nominee is the registered owner of a Book-Entry Security, DTC or its nominee, as the case may be, will be considered the sole owner or Holder of the Notes represented by such Book-Entry Security for all purposes under the Indenture.

 

(w)          Abbott will pay the principal of (and premium, if any, on) and any interest on Notes represented by Book-Entry Securities registered in the name of DTC or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered Holder of such Book-Entry Securities.

 

(x)            Payment of the principal of (and premium, if any, on) and interest on any 2028 Notes or 2030 Notes in definitive form will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at Abbott’s option payment of interest may be made by (1) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer as directed by the Holder, in immediately available funds to the Holder or its nominee.

 

(y)           The other terms and conditions of the 2028 Notes and the 2030 Notes shall be as set forth in the Indenture.

 

4.             The forms of the 2028 Notes and the 2030 Notes shall be substantially as attached hereto as Exhibit A-1 and Exhibit A-2, respectively.

 

5.             The price at which the 2028 Notes shall be sold by the Company to the Underwriters pursuant to the Pricing Agreement shall be 98.970% of the principal amount thereof, plus accrued interest, if any, from June 24, 2020 to the time of delivery of the 2028 Notes.

 

The price at which the 2030 Notes shall be sold by the Company to the Underwriters pursuant to the Pricing Agreement shall be 98.117% of the principal amount thereof, plus accrued interest, if any, from June 24, 2020 to the time of delivery of the 2030 Notes.

 

6.             The 2028 Notes initially will be offered to the public by the Underwriters at 99.370% of the principal amount thereof, plus accrued interest, if any, from June 24, 2020 to the time of delivery of the 2028 Notes.

 

The 2030 Notes initially will be offered to the public by the Underwriters at 98.567% of the principal amount thereof, plus accrued interest, if any, from June 24, 2020 to the time of delivery of the 2030 Notes.

 

7.             Subject to the provisions of the Indenture, any officer of the Company is hereby authorized and empowered to execute the 2028 Notes and the 2030 Notes of the Company in the forms he or she deems appropriate, and to deliver such Notes to the Trustee with a written order directing the Trustee to have the Notes authenticated and delivered to such persons as such officer designates.

 

4

 

 

8.            U.S. Bank National Association is hereby designated and appointed as Paying Agent and Securities Registrar with respect to the 2028 Notes and the 2030 Notes. Abbott may at any time designate additional paying agents or rescind the designations or approve a change in the offices where they act.

 

Each of the undersigned, for himself or herself, states that he or she has read and is familiar with the provisions of Article III of the Indenture relating to the issuance of Securities thereunder and the definitions relating thereto; that he or she is generally familiar with the other provisions of the Indenture and with the affairs of the Company and its corporate acts and proceedings; and that, in his or her opinion, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions referred to above have been complied with.

 

[The remainder of this page intentionally left blank.]

 

5

 

 

Dated June 24, 2020.

 

  By: /s/ Robert E. Funck, Jr.
  Name: Robert E. Funck, Jr.
  Title: Executive Vice President, Finance and Chief Financial Officer
   
   
  By: /s/ Karen M. Peterson
  Name: Karen M. Peterson
  Title: Vice President, Treasurer

 

[Signature Page to Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of Indenture]

 

 

 

EXHIBIT A-1

 

Form of 2028 Notes

 

ABBOTT LABORATORIES

 

1.150% Note due 2028

 

No. [_]  $[_______]

 

CUSIP No. 002824 BP4

 

This Security is a Book-Entry Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.

 

Unless this Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any Security issued upon registration of transfer of, or in exchange for, or in lieu of, this Security is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

 

 

 

ABBOTT LABORATORIES

 

ABBOTT LABORATORIES, a corporation duly organized and existing under the laws of Illinois (herein called “Abbott” or the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered assigns, the principal sum of [_______] DOLLARS ($[_______]) on January 30, 2028 and to pay interest thereon from June 24, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 30 and July 30 in each year, commencing on January 30, 2021 at the rate of 1.150% per annum, until the principal hereof is paid or made available for payment.

 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15, as the case may be, next preceding such Interest Payment Date. The Company will compute the amount of interest payable on the Securities on the basis of a 360-day year of twelve 30-day months. If the date on which a payment of interest or principal on this Security is scheduled to be paid is not a Business Day, then that interest or principal will be paid on the next succeeding Business Day but no further interest will be paid in respect of the delay in such payment.

 

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or any Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

The Company will pay the principal of (and premium, if any, on) and any interest on this Security in immediately available funds to DTC or its nominee, as the case may be, as the registered Holder of such Security.

 

Reference is hereby made to the further provisions of this Security set forth herein, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

 

 

This Security is one of a duly authorized issue of Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under that certain Indenture, dated as of March 10, 2015 (as it may from time to time be supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof and, with respect to any Security, by the terms and provisions of such Security established pursuant to Section 3.1 thereof (as such terms and provisions may be amended pursuant to the applicable provisions thereof), the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture, all indentures supplemental thereto and the Officers’ Certificate dated June 24, 2020 (the “Officers’ Certificate”) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited (subject to exceptions provided in the Indenture) to the aggregate principal amount specified in the Officers’ Certificate establishing the terms of the Securities pursuant to the Indenture.

 

The Company may redeem the Securities of this series at any time prior to the Par Call Date (as defined below) in whole or in part, in each case at the Company’s option, at a Redemption Price equal to the sum of: (1) the greater of (the “Applicable Premium”): (x) 100% of the principal amount of any Security of this series being redeemed or (y) the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose that the Securities of this series matured on the Par Call Date) of principal and interest on the Securities of such series being redeemed (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield (as defined below) plus 12.5 basis points, plus (2) in either case, accrued and unpaid interest, if any, to, but excluding, the Redemption Date on the principal amount of any Security of this series being redeemed.

 

In addition, the Company may redeem the Securities of this series at any time on or after the Par Call Date in whole or in part, in each case at the Company’s option, at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

 

If the Company has given notice as provided in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on the Redemption Date, such Securities will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the Holders of such Securities will be to receive payment of the Redemption Price.

 

If the Company exercises its right to redeem all or fewer than all of the Securities of this series, the Company will mail, or deliver electronically if such Securities are held by any Depository (including, without limitation, DTC) in accordance with such Depository’s customary procedures, not less than 10 nor more than 60 days prior to the Redemption Date to each registered Holder of the Securities of this series to be redeemed at its registered address a notice of optional redemption, which will specify the Redemption Date, the place or places where such Securities of this series are to be surrendered for payment of the Redemption Price and the Redemption Price. The Trustee will not be responsible for calculating the Redemption Price.

 

 

 

The Company shall, at least 30 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of the Securities of this series to be redeemed and, if applicable, of the tenor of the Securities of this series to be redeemed. In connection with any optional redemption, if any Securities are to be redeemed in part only, the notice of optional redemption will state the portion of the principal amount of the Securities to be redeemed. If any Security in definitive form is to be redeemed in part only, upon surrender of the Security in definitive form, a Security or Securities of the same series in definitive form will be issued in principal amount equal to the unredeemed portion. If any Book-Entry Security is to be redeemed in part only, the records of the Trustee shall reflect such decrease in the principal amount of such Book-Entry Security. In connection with any optional redemption, if less than all of the Securities are to be redeemed, the Trustee will select the numbers of Securities to be redeemed in part by random lot, or, if the Securities to be redeemed are represented by Book-Entry Securities, the Securities to be redeemed will be selected by DTC in accordance with its applicable procedures.

 

If the Company delivers a notice of optional redemption in accordance with the Indenture, the Securities or portions of Securities with respect to the notice will become due and payable on the date and at the place or places where such Securities are to be surrendered for payment of the Redemption Price stated in such notice at the applicable Redemption Price, together with interest, if any, accrued to, but excluding, the date fixed for redemption, and on and after such date (unless the Company is in default in the payment of the Securities at the Redemption Price, together with interest, if any, accrued to, but excluding, such date) interest on the Securities or portions of Securities called for redemption will cease to accrue.

 

Notwithstanding the foregoing, installments of interest on the Securities of this series that are due and payable on Interest Payment Dates falling on or prior to the applicable Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with this Security and the Indenture.

 

For purposes of the optional redemption provisions of this Security, the following terms will be applicable:

 

“Par Call Date” means November 30, 2027 (two months prior to the Stated Maturity of the Securities of this series).

 

“Treasury Yield” means, with respect to any Securities being redeemed, the yield to maturity implied by (i) the yields reported as of the third Business Day prior to the Redemption Date, on (a) the Bloomberg Financial Markets News screen PX1 or the equivalent screen provided by Bloomberg Financial Markets News, or (b) if such on-line market data is not at that time provided by Bloomberg Financial Markets News, on the applicable pricing supplement opposite the caption “INVEST RATE” on Reuters on page USAUCTION10 or page USAUCTION11 (or any other page as may replace that page on that service), in any case for actively traded U.S. Treasury securities having a maturity equal to the remaining term of those Securities as of the Redemption Date, or (ii) if such yields are not reported at that time or the yields reported as of that time are not ascertainable (including by way of interpolation), the Treasury constant maturities yields reported, for the latest day for which such yields have been so reported at that time, in (a) Federal Reserve Statistical Release H.15 (519) opposite the caption “U.S. government securities/Treasury bills/secondary market” (or any comparable successor publication) or (b) if not yet published at that time, H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such yield, opposite the caption “U.S. government securities/Treasury bills/secondary market,” for actively traded U.S. Treasury securities having a constant maturity equal to the remaining term of those Securities as of such Redemption Date. Such implied yield will be determined, if necessary, by (x) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (y) interpolating linearly between (1) the actively traded U.S. Treasury security with a maturity closest to and greater than the remaining term of those Securities and (2) the actively traded U.S. Treasury security with a maturity closest to and less than the remaining term of those Securities.

 

 

 

The Securities of this series will not have the benefit of a sinking fund.

 

If an Event of Default with respect to Securities of this series at the time Outstanding occurs and is continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder of this Security, alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 

 

 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

This Security shall be governed by and construed in accordance with the laws of the State of New York.

 

[The remainder of this page intentionally left blank.]

 

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

Dated: ______________, 2020

 

  ABBOTT LABORATORIES
   
  By:                       
  Name:
  Title:

 

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

  U.S. Bank National Association,
  As Trustee
   
  By:                                              
  Authorized Officer

 

 

 

EXHIBIT A-2

 

Form of 2030 Notes

 

ABBOTT LABORATORIES

 

1.400% Note due 2030

 

No. [_]  $[_______]

 

CUSIP No. 002824 BQ2

 

This Security is a Book-Entry Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.

 

Unless this Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any Security issued upon registration of transfer of, or in exchange for, or in lieu of, this Security is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

 

 

 

ABBOTT LABORATORIES

 

ABBOTT LABORATORIES, a corporation duly organized and existing under the laws of Illinois (herein called “Abbott” or the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered assigns, the principal sum of [_______] DOLLARS ($[_______]) on June 30, 2030 and to pay interest thereon from June 24, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 30 and December 30 in each year, commencing on December 30, 2020 at the rate of 1.400% per annum, until the principal hereof is paid or made available for payment.

 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or any Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 15 or December 15, as the case may be, next preceding such Interest Payment Date. The Company will compute the amount of interest payable on the Securities on the basis of a 360-day year of twelve 30-day months. If the date on which a payment of interest or principal on this Security is scheduled to be paid is not a Business Day, then that interest or principal will be paid on the next succeeding Business Day but no further interest will be paid in respect of the delay in such payment.

 

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or any Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

The Company will pay the principal of (and premium, if any, on) and any interest on this Security in immediately available funds to DTC or its nominee, as the case may be, as the registered Holder of such Security.

 

Reference is hereby made to the further provisions of this Security set forth herein, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

 

 

This Security is one of a duly authorized issue of Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under that certain Indenture, dated as of March 10, 2015 (as it may from time to time be supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof and, with respect to any Security, by the terms and provisions of such Security established pursuant to Section 3.1 thereof (as such terms and provisions may be amended pursuant to the applicable provisions thereof), the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture, all indentures supplemental thereto and the Officers’ Certificate dated June 24, 2020 (the “Officers’ Certificate”) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited (subject to exceptions provided in the Indenture) to the aggregate principal amount specified in the Officers’ Certificate establishing the terms of the Securities pursuant to the Indenture.

 

The Company may redeem the Securities of this series at any time prior to the Par Call Date (as defined below) in whole or in part, in each case at the Company’s option, at a Redemption Price equal to the sum of: (1) the greater of (the “Applicable Premium”): (x) 100% of the principal amount of any Security of this series being redeemed or (y) the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose that the Securities of this series matured on the Par Call Date) of principal and interest on the Securities of such series being redeemed (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield (as defined below) plus 15 basis points, plus (2) in either case, accrued and unpaid interest, if any, to, but excluding, the Redemption Date on the principal amount of any Security of this series being redeemed.

 

In addition, the Company may redeem the Securities of this series at any time on or after the Par Call Date in whole or in part, in each case at the Company’s option, at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

 

If the Company has given notice as provided in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on the Redemption Date, such Securities will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the Holders of such Securities will be to receive payment of the Redemption Price.

 

If the Company exercises its right to redeem all or fewer than all of the Securities of this series, the Company will mail, or deliver electronically if such Securities are held by any Depository (including, without limitation, DTC) in accordance with such Depository’s customary procedures, not less than 10 nor more than 60 days prior to the Redemption Date to each registered Holder of the Securities of this series to be redeemed at its registered address a notice of optional redemption, which will specify the Redemption Date, the place or places where such Securities of this series are to be surrendered for payment of the Redemption Price and the Redemption Price. The Trustee will not be responsible for calculating the Redemption Price.

 

 

 

The Company shall, at least 30 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of the Securities of this series to be redeemed and, if applicable, of the tenor of the Securities of this series to be redeemed. In connection with any optional redemption, if any Securities are to be redeemed in part only, the notice of optional redemption will state the portion of the principal amount of the Securities to be redeemed. If any Security in definitive form is to be redeemed in part only, upon surrender of the Security in definitive form, a Security or Securities of the same series in definitive form will be issued in principal amount equal to the unredeemed portion. If any Book-Entry Security is to be redeemed in part only, the records of the Trustee shall reflect such decrease in the principal amount of such Book-Entry Security. In connection with any optional redemption, if less than all of the Securities are to be redeemed, the Trustee will select the numbers of Securities to be redeemed in part by random lot, or, if the Securities to be redeemed are represented by Book-Entry Securities, the Securities to be redeemed will be selected by DTC in accordance with its applicable procedures.

 

If the Company delivers a notice of optional redemption in accordance with the Indenture, the Securities or portions of Securities with respect to the notice will become due and payable on the date and at the place or places where such Securities are to be surrendered for payment of the Redemption Price stated in such notice at the applicable Redemption Price, together with interest, if any, accrued to, but excluding, the date fixed for redemption, and on and after such date (unless the Company is in default in the payment of the Securities at the Redemption Price, together with interest, if any, accrued to, but excluding, such date) interest on the Securities or portions of Securities called for redemption will cease to accrue.

 

Notwithstanding the foregoing, installments of interest on the Securities of this series that are due and payable on Interest Payment Dates falling on or prior to the applicable Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with this Security and the Indenture.

 

For purposes of the optional redemption provisions of this Security, the following terms will be applicable:

 

“Par Call Date” means March 30, 2030 (three months prior to the Stated Maturity of the Securities of this series).

 

“Treasury Yield” means, with respect to any Securities being redeemed, the yield to maturity implied by (i) the yields reported as of the third Business Day prior to the Redemption Date, on (a) the Bloomberg Financial Markets News screen PX1 or the equivalent screen provided by Bloomberg Financial Markets News, or (b) if such on-line market data is not at that time provided by Bloomberg Financial Markets News, on the applicable pricing supplement opposite the caption “INVEST RATE” on Reuters on page USAUCTION10 or page USAUCTION11 (or any other page as may replace that page on that service), in any case for actively traded U.S. Treasury securities having a maturity equal to the remaining term of those Securities as of the Redemption Date, or (ii) if such yields are not reported at that time or the yields reported as of that time are not ascertainable (including by way of interpolation), the Treasury constant maturities yields reported, for the latest day for which such yields have been so reported at that time, in (a) Federal Reserve Statistical Release H.15 (519) opposite the caption “U.S. government securities/Treasury bills/secondary market” (or any comparable successor publication) or (b) if not yet published at that time, H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such yield, opposite the caption “U.S. government securities/Treasury bills/secondary market,” for actively traded U.S. Treasury securities having a constant maturity equal to the remaining term of those Securities as of such Redemption Date. Such implied yield will be determined, if necessary, by (x) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (y) interpolating linearly between (1) the actively traded U.S. Treasury security with a maturity closest to and greater than the remaining term of those Securities and (2) the actively traded U.S. Treasury security with a maturity closest to and less than the remaining term of those Securities.

 

 

 

The Securities of this series will not have the benefit of a sinking fund.

 

If an Event of Default with respect to Securities of this series at the time Outstanding occurs and is continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder of this Security, alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 

 

 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

This Security shall be governed by and construed in accordance with the laws of the State of New York.

 

[The remainder of this page intentionally left blank.]

 

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

Dated: ______________, 2020

 

  ABBOTT LABORATORIES
   
  By:                       
  Name:
  Title:

 

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

  U.S. Bank National Association,
  As Trustee
   
  By:                                              
  Authorized Officer

 

 

 

Exhibit 5.1

 

[Letterhead of Wachtell, Lipton, Rosen & Katz]

 

June 24, 2020

 

Abbott Laboratories

100 Abbott Park Road

Abbott Park, Illinois  60064

 

Ladies and Gentlemen:

 

We have acted as special counsel to Abbott Laboratories, an Illinois corporation (the “Company”), in connection with the issuance and sale by the Company of $650,000,000 aggregate principal amount of its 1.150% Notes due 2028 (the “2028 Notes”) and $650,000,000 aggregate principal amount of its 1.400% Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”). The Notes were sold pursuant to a Pricing Agreement, dated June 22, 2020, between the Company and Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, for themselves and as representatives of the several Underwriters named therein (the “Pricing Agreement”). The Notes were issued pursuant to the Prospectus Supplement, dated June 22, 2020 (the “Prospectus Supplement”) and filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 23, 2020, and the Prospectus, dated June 22, 2020, that forms a part of the Company’s registration statement on Form S-3 (File No. 333-239333), filed with the SEC on June 22, 2020 (the “Registration Statement”) and which automatically became effective under the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Act”), upon filing pursuant to Rule 462(e) promulgated thereunder. The Notes were issued under that certain Indenture, dated as of March 10, 2015 (as supplemented and amended with respect to each series of the Notes by the terms thereof established, as applicable, pursuant to that certain Officers’ Certificate pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of the date hereof, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Indenture and the form of Notes are filed as exhibits to the Company’s Current Report on Form 8-K dated the date hereof (the “Form 8-K”).

 

In rendering this opinion, we have examined and relied on the Registration Statement, the Indenture, the form of Notes and such corporate records and other documents, and we have reviewed such matters of law, as we have deemed necessary or appropriate. We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this letter. In rendering this opinion, we have, with your consent, relied upon oral and written representations of officers of the Company and certificates of officers of the Company and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion we have, with your consent, assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) each natural person signing any document reviewed by us had the legal capacity to do so, (d) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity, (e) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed, (f) that all Notes will be issued and sold in compliance with applicable federal and state securities laws, including applicable provisions of “blue sky” laws, and in the manner stated in the Registration Statement and the Prospectus Supplement and (g) the organizational documents of the Company, each as amended to the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of the opinion rendered herein. We have also, with your consent, assumed that the execution, delivery and performance of the Indenture, the Notes and the Pricing Agreement (collectively, the “Transaction Documents”) will not (i) violate, conflict with or result in a breach of, or require any consent under, the charters, bylaws or equivalent organizational documents of any party to such documents or the laws of the jurisdictions of organization or other applicable laws with respect to such parties, (ii) violate any requirement or restriction imposed by any order, writ, judgment, injunction, decree, determination or award of any court or governmental body having jurisdiction over any party to such documents or any of their respective assets or (iii) constitute a breach or violation of any agreement or instrument that is binding on any party to the Transaction Documents. We have also, with your consent, assumed that each party to the Transaction Documents (in the case of parties that are not natural persons) (other than the Company) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such party has the legal capacity, power and authority (corporate or otherwise) to enter into, deliver and perform its obligations thereunder (other than, with respect to the Company, the Notes) and that each of the Transaction Documents (other than, with respect to the Company, the Notes) constitutes the valid and binding obligation of all such parties, enforceable against them in accordance with its terms. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others.

 

 

 

 

Abbott Laboratories

June 24, 2020

Page 2

 

Based on the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Notes, when authenticated by the Trustee in the manner provided in the Indenture and issued and delivered against payment of the purchase price therefor, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), (c) an implied covenant of good faith and fair dealing, (d) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (e) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States and (f) generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification or contribution of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (v) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums or penalties upon acceleration or (vi) limit the waiver of rights under usury laws. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in the Notes or the Indenture. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

 

 

 

Abbott Laboratories

June 24, 2020

Page 3

 

This letter is given on the basis of the law and the facts existing as of the date hereof. We assume no obligation to advise you of changes in matters of fact or law which may thereafter occur. Our opinion is based on statutory laws and judicial decisions that are in effect on the date hereof, and we do not opine with respect to any law, regulation, rule or governmental policy which may be enacted or adopted after the date hereof.

 

We are members of the bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York and the Illinois Business Corporation Act (including the statutory provisions, and reported judicial decisions interpreting the foregoing), in each case as in effect on the date hereof (the “Relevant Laws”). We express no opinion as to the laws of any jurisdiction other than the Relevant Laws that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Transaction Documents or the transactions governed by the Transaction Documents. Without limiting the generality of the foregoing definition of Relevant Laws, the term “Relevant Laws” does not include any law, rule or regulation that is applicable to the Company or the Transaction Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Transaction Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

 

We hereby consent to the filing of copies of this opinion as an exhibit to the Form 8-K, and to the use of our name therein and in the Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

 

 

 

Abbott Laboratories

June 24, 2020

Page 4

 

  Very truly yours,
   
  /s/ Wachtell, Lipton, Rosen & Katz

 

 

 

v3.20.1
Cover
Jun. 22, 2020
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 22, 2020
Entity File Number 1-2189
Entity Registrant Name ABBOTT LABORATORIES
Entity Central Index Key 0000001800
Entity Tax Identification Number 36-0698440
Entity Incorporation, State or Country Code IL
Entity Address, Address Line One 100 Abbott Park Road
Entity Address, City or Town Abbott Park
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60064-6400
City Area Code 224
Local Phone Number 667-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member] | CHICAGO STOCK EXCHANGE, INC [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Shares, Without Par Value
Trading Symbol ABT
Security Exchange Name CHX
Common Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Shares, Without Par Value
Trading Symbol ABT
Security Exchange Name NYSE