| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On March 9, 2023, (i) Teva Pharmaceutical Finance Netherlands II
B.V. (“Teva Finance
II”), a wholly owned subsidiary of Teva Pharmaceutical
Industries Limited (the “Company”), issued €800,000,000
aggregate principal amount of 7.375% Sustainability-Linked Senior
Notes due 2029 (the “2029
Euro Notes”) and €500,000,000 aggregate principal amount of
7.875% Sustainability-Linked Senior Notes due 2031 (the
“2031 Euro Notes”
and, together with the 2029 Euro Notes, the “Euro Notes”); and (ii) Teva
Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III” and, together
with Teva Finance II, the “Issuers”), a wholly owned
subsidiary of the Company, issued $600,000,0000 aggregate principal
amount of 7.875% Sustainability-Linked Senior Notes due 2029 (the
“2029 USD Notes”)
and $500,000,000 aggregate principal amount of 8.125%
Sustainability-Linked Senior Notes due 2031 (the “2031 USD Notes” and, together
with 2029 USD Notes, the “USD Notes” and together with the
Euro Notes, the “Notes”).
Teva intends to use the net proceeds from the Notes (i) to
fund the announced tender offer for a maximum combined aggregate
purchase price (exclusive of accrued and unpaid interest) of up to
$2,500,000,000 (equivalent) (upsized from a previously announced
cap of $2,250,000,000), (ii) to pay fees and expenses in connection
therewith, and (iii) to the extent of any remaining proceeds,
for the repayment of outstanding debt upon maturity, tender offer
or earlier redemption. Net proceeds may be temporarily invested
pending application for their stated purpose.
The Euro Notes were issued pursuant to a Senior Indenture, dated as
of March 14, 2018 (the “Euro Notes Base Indenture”), by
and among Teva Finance II, the Company, as guarantor, and The Bank
of New York Mellon, as trustee, as supplemented by the Fourth
Supplemental Indenture, dated as of March 9, 2023 (the
“Euro Notes Supplemental
Indenture” and, together with the Euro Notes Base Indenture,
the “Euro Notes
Indenture”), by and among Teva Finance II, the Company, as
guarantor, The Bank of New York Mellon, as trustee, and The Bank of
New York Mellon, London Branch, as paying agent. The USD Notes were
issued pursuant to a Senior Indenture, dated as of March 14,
2018 (the “USD Notes Base
Indenture”), as supplemented by the Fourth Supplemental
Indenture, dated as of March 9, 2023 (the “USD Notes Supplemental
Indenture” and, together with the USD Notes Base Indenture,
the “USD Notes
Indenture” and, together with the Euro Notes Indenture, the
“Indentures”), in
each case, by and among Teva Finance III, the Company, as
guarantor, and The Bank of New York Mellon, as trustee.
Interest will be payable on the Notes semi-annually in arrears on
March 15 and September 15 of each year, beginning on
September 15, 2023, until their maturity dates of
September 15, 2029 for the 2029 Euro Notes and the 2029 USD
Notes and September 15, 2031 for the 2031 USD Notes and the
2031 Euro Notes. The Euro Notes and the USD Notes are senior
unsecured obligations of Teva Finance II and Teva Finance III,
respectively, and the Notes are guaranteed on a senior unsecured
basis by the Company.
From and including September 15, 2026 (the “Step-up Date”), the interest rate
payable on the Notes shall increase by:
(a) 0.100% per annum unless Teva has achieved the Regulatory
Submissions Target as of the Testing Date (each as defined in the
Euro Notes Supplemental Indenture and the USD Notes
Supplemental Indenture);
(b) 0.100% per annum unless Teva has achieved the Product Volume
Target as of the Testing Date (each as defined in the Euro Notes
Supplemental Indenture and the USD Notes Supplemental Indenture);
and
(c) 0.100% per annum unless Teva has achieved the Emission
Reduction Target as of the Testing Date (each as defined in the
Euro Notes Supplemental Indenture and the USD Notes Supplemental
Indenture);
Teva Finance II may redeem the Euro Notes of any series, in whole
or in part, at any time or from time to time, upon at least 10
days’, but not more than 60 days’, prior notice delivered to the
registered address of each holder of the Euro Notes to be redeemed
with a copy of such notice delivered to the trustee and the paying
agent. The Euro Notes will be redeemable at a redemption price
equal to the greater of (1) 100% of the principal amount of the
Euro Notes of such series to be redeemed or (2) the sum of the
present values of the Remaining Scheduled Payments (as defined in
the Euro Notes Indenture) of the Euro Notes of such series being
redeemed discounted, on a semi-annual basis (assuming a
360-day year consisting of
twelve 30-day months), at
the applicable Reinvestment