01—Abstract
Summary
Summary of the 8-K filed May 22, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 20, 2025, Teva Pharmaceutical Industries Limited (the "Company") priced a senior notes offering of approximately $2.3 billiona (equivalent) after upsizing it from an initially announced $2.0 billion (equivalent).
The offering comprised €1,000,000,000 of 4.125% Senior Notes due 2031 issued by Teva Pharmaceutical Finance Netherlands II B.V., $500,000,000b of 6.000% Senior Notes due 2032 issued by Teva Pharmaceutical Finance Netherlands III B.V., and $700,000,000 of 5.750% Senior Notes due 2030 issued by Teva Pharmaceutical Finance Netherlands IV B.V. The Company guarantees the notes on a senior unsecured basis. The Euro Notes were priced at 99.349%, the 2032 USD Notes at 99.256%, and the 2030 USD Notes at 99.418% of principal amount.
Settlement is expected on or about May 28, 2025. The Company said it expects to use the net proceeds to fund cash tender offers for six outstanding series of its senior notes: the 3.150%c notes due 2026, the 4.750% and 3.750% Sustainability-Linked notes due 2027, the 7.875% and 7.375% Sustainability-Linked notes due 2029, and the 8.125% Sustainability-Linked notes due 2031. Proceeds will also cover fees and expenses and, to the extent of any remaining proceeds, the repayment of outstanding debt at maturity, through tender offer, or on earlier redemption.
The settlement of the notes will satisfy the financing condition to the tender offer. The offering was registered under the Company's automatic shelf registration statement on Form S-3ASR filed February 7, 2025, and made by prospectus supplement dated May 19, 2025.
The Underwriting Agreement, dated May 20, 2025, includes customary representations, warranties, covenants, and indemnification provisions. The press release's forward-looking statements cite risks including completion of the offering and tender offer, the Company's substantial indebtedness, and the possibility of further credit rating downgrades.
02—Key points
Key Highlights
- Priced approximately $2.3 billion (equivalent) of senior notes on May 20, 2025, upsized from an initially announced $2.0 billion (equivalent).
- Issued €1.0 billion of 4.125% notes due 2031, $500 million of 6.000% notes due 2032, and $700 million of 5.750% notes due 2030 across three Dutch finance subsidiaries.
- Offering prices were 99.349% (Euro Notes), 99.256% (2032 USD Notes), and 99.418% (2030 USD Notes) of principal amount.
- Net proceeds are earmarked to fund cash tender offers for six outstanding series of senior notes maturing 2026 through 2031.
- Settlement expected on or about May 28, 2025, which will satisfy the financing condition of the tender offer.
- Notes are unsecured senior obligations of the issuers, unconditionally guaranteed by Teva on a senior unsecured basis.
- Filing cites risks including substantial indebtedness and the possibility of further credit rating downgrades.
03—Questions
Frequently Asked Questions
How much debt did Teva raise and in what currencies?
Teva priced approximately $2.3 billion (equivalent) of senior notes, consisting of €1.0 billion of 4.125% notes due 2031, $500 million of 6.000% notes due 2032, and $700 million of 5.750% notes due 2030.
What will the proceeds be used for?
Net proceeds will fund cash tender offers for the 3.150% notes due 2026, the 4.750% and 3.750% Sustainability-Linked notes due 2027, the 7.875% and 7.375% Sustainability-Linked notes due 2029, and the 8.125% Sustainability-Linked notes due 2031, plus fees and expenses. Any remaining proceeds may repay outstanding debt at maturity, through tender offer, or on earlier redemption.
Who guarantees the new notes?
The notes are unsecured senior obligations of the issuing Teva Pharmaceutical Finance Netherlands B.V. subsidiaries and are unconditionally guaranteed on a senior unsecured basis by Teva Pharmaceutical Industries Limited.
When is the offering expected to close?
The sale of the securities is expected to close on or about May 28, 2025, subject to customary closing conditions.
Under what registration was the offering made?
The offering was made under Teva's automatic shelf registration statement on Form S-3ASR (File No. 333-284770), filed February 7, 2025, and a prospectus supplement dated May 19, 2025.
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