01—Abstract
Summary
Summary of the 8-K filed September 16, 2026. Cited figures are marked; the original filing is the authoritative source.
On September 16, 2026, Teva Pharmaceutical Industries Limited's wholly owned subsidiaries Teva Pharmaceutical Finance Netherlands II B.V., III B.V. and IV B.V. issued a combined set of senior notes, all guaranteed on a senior unsecured basis by the Company.
The Euro notes are €1,000,000,000 of 4.250% Senior Notes due 2033 and €500,000,000 of 4.625% Senior Notes due 2036. The USD notes are $1,000,000,000a of 5.500% Senior Notes due 2034, $1,000,000,000 of 5.750% Senior Notes due 2037, and $1,200,000,000 of 5.250% Senior Notes due 2032. Teva states it will use the net proceeds to fund conditional redemptions of certain existing sustainability-linked and other senior notes, to pay related fees and expenses, and, to the extent of any remaining proceeds, for general corporate purposes, including repayment of debt at maturity, tender offer or earlier redemption.
The redemptions covered include all outstanding 6.750% Senior Notes due 2028, all outstanding 7.875% and 7.375% Sustainability-Linked Senior Notes due 2029, up to $450,000,000b of 4.750% Sustainability-Linked Senior Notes due 2027, and up to €1,150,000,000 of 4.375% Sustainability-Linked Senior Notes due 2030 (reduced from €1,250,000,000 by a notice dated September 10, 2026), along with all 8.125% USD Sustainability-Linked Senior Notes due 2031. Teva may issue further redemption notices in its discretion.
The Indentures contain customary investor protections, including a change of control repurchase offer at 101%c of principal, limits on liens and sale-leaseback transactions, restrictions on mergers and asset sales, and customary events of default. The notes were issued under the Company's effective Form S-3ASR shelf registration.
02—Key points
Key Highlights
- Issued €1.5 billion of Euro senior notes in two series: 4.250% due 2033 (€1,000,000,000) and 4.625% due 2036 (€500,000,000).
- Issued $3.2 billion of USD senior notes in three series: 5.250% due 2032 ($1,200,000,000), 5.500% due 2034 ($1,000,000,000) and 5.750% due 2037 ($1,000,000,000).
- Proceeds are earmarked first to fund conditional redemptions of existing notes, including all outstanding 6.750% notes due 2028 and 7.875% and 7.375% sustainability-linked notes due 2029.
- Conditional redemptions also cover up to $450,000,000 of 4.750% notes due 2027, up to €1,150,000,000 of 4.375% notes due 2030, and all 8.125% USD notes due 2031.
- All notes are senior unsecured obligations of the respective issuing subsidiaries and are guaranteed on a senior unsecured basis by Teva Pharmaceutical Industries Limited.
- Redemption prices for the new notes are the greater of par or a make-whole amount based on a Treasury-plus spread, with par redemption available in the final months before maturity.
- The notes were offered under an effective Form S-3ASR shelf registration, with final prospectus supplement dated September 9, 2026.
03—Questions
Frequently Asked Questions
Who issued the notes and who guarantees them?
Three wholly owned subsidiaries issued the notes: Teva Pharmaceutical Finance Netherlands II B.V. (Euro notes), Teva Pharmaceutical Finance Netherlands III B.V. (2034 and 2037 USD notes) and Teva Pharmaceutical Finance Netherlands IV B.V. (2032 USD notes). Teva Pharmaceutical Industries Limited guarantees all of the notes on a senior unsecured basis.
What are the interest payment schedules?
The 2033 Euro notes pay interest annually on March 16, beginning March 16, 2027. The 2036 Euro notes pay annually on September 16, beginning September 16, 2027. The USD notes pay semi-annually on January 16 and July 16, beginning January 16, 2027.
What is the purpose of the offering?
Teva intends to use the net proceeds to fund the conditional redemptions of certain existing notes, pay related fees and expenses, and, with any remaining proceeds, for general corporate purposes, including repaying debt at maturity, through tender offers or on earlier redemption.
Can the notes be redeemed early, and at what price?
Each series may be redeemed in whole or in part on at least 10 and no more than 60 days' notice at the greater of par or a make-whole amount based on the Remaining Scheduled Payments discounted at the applicable reinvestment or Treasury rate plus a spread, along with accrued interest. Near maturity, the redemption price is par plus accrued interest: from January 16, 2033 for the 2033 Euro notes, June 16, 2036 for the 2036 Euro notes, November 16, 2033 for the 2034 USD notes, October 16, 2036 for the 2037 USD notes, and December 16, 2031 for the 2032 USD notes.
What protections do noteholders have?
Upon a change of control triggering event, the issuers must offer to repurchase the notes at 101% of principal plus accrued interest. The indentures also limit liens, sale-leaseback transactions, and mergers or asset sales, and include customary events of default such as nonpayment, covenant breach, cross-acceleration and bankruptcy.
04—Continue