Tender Offer - TEVA PHARMACEUTICAL INDUSTRIES LTD
Form Type: 8-K
Filing Date: 2025-05-28
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525129488
Filing Summary: On May 28, 2025, Teva Pharmaceutical Industries Limited announced that its wholly owned subsidiary, Teva Pharmaceutical Finance Netherlands II B.V., issued €1,000,000,000 aggregate principal amount of 4.125% Senior Notes due 2031. Concurrently, Teva Pharmaceutical Finance Netherlands III B.V. issued $500,000,000 aggregate principal amount of 6.000% Senior Notes due 2032, and Teva Pharmaceutical Finance Netherlands IV B.V. issued $700,000,000 aggregate principal amount of 5.750% Senior Notes due 2030. The proceeds from these notes are intended to fund a tender offer for a maximum combined aggregate purchase price of up to $2,250,000,000, which was increased from a previously announced cap of $2,000,000,000. The offering is registered under the Securities Act of 1933 and was made through a Registration Statement filed with the SEC. The terms of the notes include provisions for redemption, delineating the redemption prices and procedures. The notes are senior unsecured obligations of the subsidiaries, guaranteed by Teva Pharmaceutical Industries Limited.
Additional details:
Principal Amount Euro Notes: €1,000,000,000
Interest Rate Euro Notes: 4.125%
Maturity Date Euro Notes: 2031
Principal Amount 2032 Usd Notes: $500,000,000
Interest Rate 2032 Usd Notes: 6.000%
Maturity Date 2032 Usd Notes: 2032
Principal Amount 2030 Usd Notes: $700,000,000
Interest Rate 2030 Usd Notes: 5.750%
Maturity Date 2030 Usd Notes: 2030
Tender Offer Max Purchase Price: $2,250,000,000
Previous Tender Offer Max Purchase Price: $2,000,000,000
Form Type: 424B5
Filing Date: 2025-05-22
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525125044
Filing Summary: Teva Pharmaceutical Finance Netherlands II B.V. and its affiliates are offering senior notes totaling $2,300,000,000 with specifics including €1 billion of 4.125% Senior Notes due 2031, $500 million of 6.000% Senior Notes due 2032, and $700 million of 5.750% Senior Notes due 2030. The offer entails a concurrent tender offer to purchase notes for up to $2,250,000,000, separated into three pools of differing amounts and types of notes, with acceptance priority levels defined. Interest payments commence for the Euro notes in June 2026 and for USD notes in December 2025. The document outlines risks associated with investing in the notes and notes that payment of principal and interest is guaranteed by Teva Pharmaceutical Industries Limited. The offering and tender are made under the Prospectus Regulation, ensuring compliance with relevant securities regulations. Key underwriting managers are also designated, indicating a structured approach to the bond issuance. The target audience includes qualified investors only, reflecting a strategic move in the capital markets aimed at strengthening financial positioning through debt management.
Additional details:
Principal Amount Offered: $2,300,000,000
Maximum Purchase Price: $2,250,000,000
Pool 1 Tender Cap: $1,550,000,000
Pool 2 Tender Cap: $350,000,000
Pool 3 Tender Cap: $350,000,000
Acceptance Priority Level 1: 1
Acceptance Priority Level 2: 2
Acceptance Priority Level 3: 3
Early Tender Premium: $50.00
Form Type: 424B5
Filing Date: 2025-05-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525122087
Filing Summary: Teva Pharmaceutical Industries Limited, through its subsidiaries, is conducting a tender offer to purchase up to $2 billion in aggregate amount of specified series of senior notes for cash. The offer is segmented into three pools with different maximum purchase prices earmarked for distinct series of notes. The primary pools include: (i) up to $1.55 billion for 3.150% Senior Notes due 2026, (ii) up to $250 million for 4.750% Sustainability-Linked Senior Notes due 2027 and 3.750% Sustainability-Linked Senior Notes due 2027, and (iii) up to $200 million for 7.875% Sustainability-Linked Senior Notes due 2029, among others. The tender offer is part of Teva's strategy to manage its debt structure effectively and will involve the payment of accrued and unpaid interest on the notes. The notes proposed in the tender offer are unsecured senior obligations and have specific acceptance priority levels for those who tender their notes.
Additional details:
Issuer: Teva Pharmaceutical Finance Netherlands II B.V.
Offering Price: up to $2,000,000,000
Interest Payment Frequency: semi-annually
Tender Offer Maximum Amount: $2,000,000,000
Pool 1 Tender Cap: $1,550,000,000
Pool 2 Tender Cap: $250,000,000
Pool 3 Tender Cap: $200,000,000
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