01—Abstract
Summary
Summary of the 8-K filed September 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported in this Form 8-K, filed September 11, 2026, that it priced approximately $4.9 billiona (equivalent) of senior notes across five tranches, issued by three Dutch subsidiaries (Teva Pharmaceutical Finance Netherlands II, III and IV B.V.) and fully and unconditionally guaranteed on a senior unsecured basis by Teva.
The offering comprises €1,000,000,000 of 4.250% notes due 2033, €500,000,000 of 4.625% notes due 2036, $1,000,000,000b of 5.500% notes due 2034, $1,000,000,000 of 5.750% notes due 2037, and $1,200,000,000 of 5.250% notes due 2032. Settlement is expected on or about September 16, 2026. The underwriting agreement is dated September 9, 2026, and the offering was made under the company's effective automatic shelf registration statement on Form S-3.
According to the press release, Teva expects to use the net proceeds, together with cash on hand, to fund conditional redemptions of certain existing notes, pay related fees and expenses, and, to the extent of any remaining proceeds, for general corporate purposes, including repaying debt at maturity or through tender offer or early redemption. The conditional redemption targets include all outstanding 6.750% Senior Notes due 2028, all outstanding 7.875% and 7.375% Sustainability-Linked Senior Notes due 2029, up to $450 millionc of 4.750% Sustainability-Linked Senior Notes due 2027, and up to €1.25 billion of 4.375% Sustainability-Linked Senior Notes due 2030, which the company expects to reduce to €1.15 billion. Teva also expects to redeem all of its 8.125% USD Sustainability-Linked Senior Notes due 2031.
The filing notes that the redemptions are conditional and the company is under no obligation to proceed with them beyond the notices issued. The pricing prices were stated as a percentage of principal: 98.756%d (2033 Euro Notes), 98.327% (2036 Euro Notes), 98.659% (2034 USD Notes), 98.520% (2037 USD Notes) and 98.993% (2032 USD Notes).
The filing's cautionary language flags risks including completion of the offering and redemptions, the company's significant indebtedness, and the possible need to raise additional funds on acceptable terms. The press release is furnished under Item 7.01, and the underwriting agreement is filed as Exhibit 1.1.
02—Key points
Key Highlights
- Teva priced approximately $4.9 billion (equivalent) of senior notes across five tranches, with maturities from 2032 to 2037.
- Issuers are three Teva Pharmaceutical Finance Netherlands B.V. subsidiaries; Teva guarantees the notes on a senior unsecured basis.
- Proceeds, with cash on hand, are earmarked for conditional redemptions of existing notes, fees and expenses, and general corporate purposes including debt repayment.
- Conditional redemptions cover the 6.750% notes due 2028, 7.875% and 7.375% sustainability-linked notes due 2029, up to $450 million of 4.750% notes due 2027, and up to €1.25 billion of 4.375% notes due 2030 (to be reduced to €1.15 billion).
- Pricing ranged from 98.327% to 98.993% of principal across the five tranches.
- Settlement is expected on or about September 16, 2026, subject to customary closing conditions.
- The offering was registered under the company's Form S-3ASR shelf and the filing identifies significant indebtedness as a key risk factor.
03—Questions
Frequently Asked Questions
How much debt did Teva price and what are the terms?
Teva priced approximately $4.9 billion (equivalent) of senior notes: €1.0 billion of 4.250% notes due 2033, €500 million of 4.625% notes due 2036, $1.0 billion of 5.500% notes due 2034, $1.0 billion of 5.750% notes due 2037, and $1.2 billion of 5.250% notes due 2032. The notes are unsecured senior obligations guaranteed by Teva.
What will Teva do with the proceeds?
The company expects to use the net proceeds, with cash on hand, to fund conditional redemptions of certain existing notes, pay fees and expenses, and, to the extent of any remaining proceeds, for general corporate purposes, including repaying debt at maturity, tender offer or earlier redemption.
Which existing notes is Teva planning to redeem?
Teva issued conditional redemption notices on September 8, 2026 covering all outstanding 6.750% Senior Notes due 2028, all outstanding 7.875% and 7.375% Sustainability-Linked Senior Notes due 2029, up to $450 million of 4.750% Sustainability-Linked Senior Notes due 2027, and up to €1.25 billion of 4.375% Sustainability-Linked Senior Notes due 2030. On September 10, 2026, Teva expected to add a notice to redeem all 8.125% USD Sustainability-Linked Senior Notes due 2031 and to reduce the 2030 redemption amount to €1.15 billion.
When is the offering expected to close?
The sale of the notes is expected to settle on or about September 16, 2026, subject to customary closing conditions. The settlement is also the condition for the conditional redemptions to proceed.
What risks does the filing highlight?
The cautionary note cites risks including completion of the offering and the conditional redemptions, Teva's significant indebtedness (which may limit its ability to incur more debt or make investments), and the potential need to raise additional funds on terms that may not be available. Other risks are discussed in the company's Form 10-Q for the second quarter of 2026 and Form 10-K for 2025.
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