Filed Pursuant to Rule 424(b)(5)
Registration No. 333-260519
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 27, 2021)
$2,490,000,000 (equivalent)
Teva Pharmaceutical Finance Netherlands II B.V.
800,000,000 7.375% Sustainability-Linked Senior Notes due 2029
500,000,000 7.875% Sustainability-Linked Senior Notes due 2031
Teva Pharmaceutical Finance Netherlands III B.V.
$ 600,000,000 7.875% Sustainability-Linked Senior Notes due 2029
$ 500,000,000 8.125% Sustainability-Linked Senior Notes due 2031
Payment of principal and interest unconditionally guaranteed by
Teva Pharmaceutical Industries Limited
Teva
Pharmaceutical Finance Netherlands II B.V. (Teva Finance II) is offering:
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800,000,000 of its 7.375 % Sustainability-Linked Senior Notes due 2029 (the 2029 Euro notes);
and |
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500,000,000 of its 7.875% Sustainability-Linked Senior Notes due 2031 (the 2031 Euro notes and,
together with the 2029 Euro notes, the Euro notes). |
Teva Pharmaceutical Finance Netherlands III B.V.
(Teva Finance III) is offering:
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$600,000,000 of its 7.875% Sustainability-Linked Senior Notes due 2029 (the 2029 USD notes);
and |
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$500,000,000 of its 8.125% Sustainability-Linked Senior Notes due 2031 (the 2031 USD notes and,
together with the 2029 USD notes, the USD notes and, together with the Euro notes, the notes). |
The 2029 Euro notes will mature on September 15, 2029 and the 2031 Euro notes will mature on September 15, 2031. The 2029 USD notes
will mature on September 15, 2029 and the 2031 USD notes will mature on September 15, 2031. Interest on the notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15,
2023. Payment of all principal and interest payable on the notes is unconditionally guaranteed by Teva Pharmaceutical Industries Limited (Teva).
Teva Finance II and Teva Finance III may redeem each series of the notes in whole or in part, at any time at a redemption price equal to the
greater of the principal amount of the notes of the relevant series, and the applicable make-whole amount plus, in each case, accrued and unpaid interest thereon, if any, to, but not including, the redemption date; provided that if Teva
Finance II or Teva Finance III redeems the notes on or after the applicable Par Call Date (as defined herein for such series), the redemption price shall be equal to 100% of the principal amount of such series then outstanding to be redeemed plus
accrued and unpaid interest thereon, if any, to, but not including, the redemption date. See Description of the Euro Notes and the GuaranteeOptional Redemption by the Issuer and Description of the USD Notes and the
GuaranteeOptional Redemption by the Issuer. Teva Finance II and Teva Finance III, as applicable, may also be required to pay an increased interest rate on the Euro notes and the USD notes, respectively, if we fail to achieve the
Sustainability Performance Targets (as defined herein). See Description of the Euro Notes and the GuaranteesPayment of Interest and Principal and Description of the USD Notes and the GuaranteesPayment of Interest and
Principal as applicable). Each series of the notes may also be redeemed, in whole but not in part, at 100% of the aggregate principal amount of such notes, plus accrued and unpaid interest, if any, at any time at Teva Finance IIs or Teva
Finance IIIs option, as applicable, or Tevas option, solely upon the imposition of certain withholding taxes. See Description of the Euro Notes and the GuaranteesTax Redemption and Description of the USD Notes and
the GuaranteesTax Redemption.
The Euro notes will be unsecured senior obligations of Teva Finance II, which is an indirect
subsidiary of Teva, and the guarantee will be an unsecured senior obligation of Teva. The USD notes will be unsecured senior obligations of Teva Finance III, which is an indirect subsidiary of Teva, and the guarantee will be an unsecured senior
obligation of Teva.
Investing in the notes involves risks. See Risk Factors beginning on page
S-15 of this prospectus supplement and page 4 of the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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Per 2029 Euro Note |
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Total |
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Per 2031 Euro Note |
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Total |
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Per 2029 USD Note |
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Total |
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Per 2031 USD Note |
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Total |
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Offering Price |
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100.000 |
% |
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800,000,000 |
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100.000 |
% |
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500,000,000 |
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100.000 |
% |
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$ |
600,000,000 |
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100.000 |
% |
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$ |
500,000,000 |
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Underwriting Discount |
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0.600 |
% |
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4,800,000 |
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0.600 |
% |
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3,000,000 |
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0.600 |
% |
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$ |
3,600,000 |
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0.600 |
% |
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$ |
3,000,000 |
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Proceeds to issuer (before expenses) |
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99.400 |
% |
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795,200,000 |
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99.400 |
% |
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497,000,000 |
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99.400 |
% |
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$ |
596,400,000 |
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99.400 |
% |
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$ |
497,000,000 |
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(1) |
Plus accrued interest, if any, from March 9, 2023, if settlement occurs after such date.
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Tevas principal executive offices are located at 124 Dvora Hanevia Street, Tel Aviv, 6944020, Israel, and
our telephone number is +972-3-914-8213.
The underwriters expect to deliver the USD notes to investors through the book-entry facilities of The Depository Trust Company
(DTC) and its direct participants, including Euroclear Bank S.A./N.V. (Euroclear), as operator of the Euroclear System, and Clearstream Banking, société anonyme (Clearstream), and the Euro
notes will be delivered to investors through the book-entry facilities of Euroclear and Clearstream, on or about March 9, 2023.
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Active Joint Book-Running Managers |
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Citigroup |
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Goldman Sachs Bank Europe SE |
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Mizuho |
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MUFG |
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PNC Capital Markets LLC |
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Passive Joint Book-Running Managers |
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BNP PARIBAS |
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BofA Securities |
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HSBC |
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IMI-Intesa Sanpaolo |
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J.P. Morgan |
The date of this prospectus supplement is March 1, 2023.