01—Abstract
Summary
Summary of the 8-K filed May 28, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 28, 2025, Teva Pharmaceutical Industries Limited (TEVA) disclosed that three wholly owned Dutch subsidiaries issued senior unsecured notes totaling €1.0 billion and $1.2 billiona across three series: €1,000,000,000 of 4.125% Senior Notes due 2031 issued by Teva Pharmaceutical Finance Netherlands II B.V., $500,000,000 of 6.000% Senior Notes due 2032 issued by Teva Pharmaceutical Finance Netherlands III B.V., and $700 million of 5.750% Senior Notes due 2030 issued by Teva Pharmaceutical Finance Netherlands IV B.V.
The Company fully and unconditionally guarantees the notes on a senior unsecured basis. The filing states that the net proceeds are intended to fund a tender offer with a maximum combined aggregate purchase price (excluding accrued interest) of up to $2,250,000,000b (equivalent), upsized from a previously announced cap of $2,000,000,000, with any remaining proceeds used to pay fees and expenses and to repay outstanding debt at maturity, through the tender offer, or on earlier redemption. The indentures contain customary terms for investment-grade style debt.
They restrict the Company and its subsidiaries from creating certain liens and entering into sale-leaseback transactions, and restrict the issuers and the Company from merging or selling all or substantially all assets, subject to exceptions. Events of default include nonpayment, covenant breaches, cross-acceleration of certain other indebtedness, failure of the guarantee to be enforceable, and bankruptcy or insolvency events. The USD notes are redeemable before the three-month pre-maturity window at the greater of par or a make-whole amount based on the Treasury Rate plus 50 basis points, and the Euro notes at the greater of par or a make-whole based on a Reinvestment Rate.
Each series may be redeemed at par plus accrued interest in the three months before maturity. The offering was registered under the Company's Form S-3ASR (File No. 333-284770) filed February 7, 2025, and was made under a preliminary prospectus supplement dated May 19, 2025 and a free writing prospectus dated May 20, 2025. The filing also lists legal opinions from Israeli, New York, and Dutch counsel and identifies the indentures and forms of notes as exhibits.
02—Key points
Key Highlights
- Three series of senior unsecured notes were issued on May 28, 2025: €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.
- Proceeds are earmarked first for a tender offer with a maximum combined purchase price of up to $2.25 billion (equivalent), upsized from a previously announced $2.0 billion cap.
- Remaining proceeds, after fees and expenses, may be used to repay debt at maturity, through the tender offer, or on earlier redemption.
- Teva Pharmaceutical Industries Limited guarantees all three series of notes on a senior unsecured basis.
- Euro notes pay annual interest on June 1 starting June 1, 2026; USD notes pay semi-annual interest on June 1 and December 1 starting December 1, 2025.
- Indenture covenants limit liens, sale-leaseback transactions, and mergers or asset sales, subject to specified exceptions.
- The offering was made under an effective Form S-3ASR shelf registration (File No. 333-284770) filed February 7, 2025.
03—Questions
Frequently Asked Questions
What debt did Teva issue on May 28, 2025?
Three subsidiaries issued senior unsecured notes: €1,000,000,000 of 4.125% Senior Notes due 2031 (Teva Pharmaceutical Finance Netherlands II B.V.), $500,000,000 of 6.000% Senior Notes due 2032 (Teva Pharmaceutical Finance Netherlands III B.V.), and $700 million of 5.750% Senior Notes due 2030 (Teva Pharmaceutical Finance Netherlands IV B.V.). The Company guarantees all of the notes.
What is the purpose of the proceeds?
Teva intends to use the net proceeds first to fund a tender offer with a maximum combined aggregate purchase price (excluding accrued and unpaid interest) of up to $2,250,000,000 (equivalent), upsized from a previously announced $2,000,000,000. Any remaining proceeds will be used to pay fees and expenses and to repay outstanding debt upon maturity, tender offer, or earlier redemption.
When do the notes pay interest and when do they mature?
The Euro notes pay interest annually on June 1, beginning June 1, 2026, and mature June 1, 2031. The 2032 USD notes and 2030 USD notes pay interest semi-annually on June 1 and December 1, beginning December 1, 2025, and mature December 1, 2032 and December 1, 2030, respectively.
Can the notes be redeemed early, and at what price?
Yes. Each series may be redeemed before the three-month pre-maturity window at the greater of 100% of principal or a make-whole amount. For the USD notes, the make-whole discount rate is the Treasury Rate plus 50 basis points; for the Euro notes, it is based on the Reinvestment Rate defined in the indenture. Accrued and unpaid interest is also paid. From three months before maturity, the notes may be redeemed at 100% of principal plus accrued interest.
What restrictions do the indentures place on the company?
The indentures limit the Company and its subsidiaries from creating certain liens and entering into sale-leaseback transactions, and limit the issuers and the Company from merging, consolidating, or selling, leasing, or conveying all or substantially all of their assets, subject to specified exceptions. Customary events of default include nonpayment, covenant breaches, acceleration of certain other indebtedness, failure of the Company's guarantee to be enforceable, and bankruptcy or insolvency events.
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