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Teva Announces $1.5 Billion Debt Tender Offers

JERUSALEM--(BUSINESS WIRE)-- Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) announced today that it has commenced tender offers (the “Offers”) to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest but inclusive of tender premium) of up to $1,500,000,000 (the “Maximum Amount”) of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:

  • 2.200% Senior Notes due 2021, CUSIP 88167A AC5 / ISIN US88167AAC53, issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 1 Notes”);
  • 3.650% Senior Notes due 2021, CUSIP 88165F AF9 / ISIN US88165FAF99, issued by Teva Pharmaceutical Finance Company B.V (the “Priority 2 Notes”); and
  • 3.650% Senior Notes due 2021, CUSIP 88166J AA1 / ISIN US88166JAA16, issued by Teva Pharmaceutical Finance IV B.V. (the “Priority 3 Notes”, and together with the Priority 1 Notes and the Priority 2 Notes, the “Notes”).

Teva is engaging in the Offers to extend the maturity profile of its debt. Teva expects to fund the Offers with the proceeds from the Financing Transaction (as defined below).

The Offers are being made pursuant to and are subject to the terms and conditions set forth in the Offer to Purchase, dated November 8, 2019 (the “Offer to Purchase”), available via the offer website: https://sites.dfkingltd.com/teva (the “Offer Website”), including the completion by Teva Pharmaceutical Finance Netherlands III B.V. and Teva Pharmaceutical Finance Netherlands II B.V. of a private offering of debt securities that commenced concurrently with the Offers, with gross proceeds sufficient to fund the Total Consideration for Notes to be purchased pursuant to the Offers, on terms and subject to conditions reasonably satisfactory to Teva (the “Financing Transaction”). Below is a summary of certain terms of the Offers:

 

 

 

 

 

 

 

Dollars per $1,000 principal amount

Title of
Notes

Issuer

CUSIP / ISIN
Number

Principal
Amount
Outstanding

Tender Cap
(principal
amount)

Acceptance
Priority
Level

Authorized
Denominations
(principal
amount)

Tender Offer
Consideration (1)

 

Early
Tender
Premium

Total
Consideration
(1)(2)

2.200% Senior Notes due 2021

Teva Pharmaceutical Finance Netherlands III B.V.

88167AAC5/ US88167AAC53

$3,000,000,000

1

$2,000 and integral multiples of $1,000 in excess thereof

$953.75

$30.00

$983.75

3.650% Senior Notes due 2021

Teva Pharmaceutical Finance Company B.V

88165FAF9/ US88165FAF99

$612,829,000

2

$2,000 and integral multiples of $1,000 in excess thereof

$965.00

$30.00

$995.00

3.650% Senior Notes due 2021

Teva Pharmaceutical Finance IV B.V.

88166JAA1/ US88166JAA16

$587,610,000

$100,000,000

3

$2,000 and integral multiples of $1,000 in excess thereof

$965.00

$30.00

$995.00

(1)

Excludes accrued and unpaid interest, which will also be paid.

(2)

Includes the Early Tender Premium.

The Offers will expire at 11:59 p.m., Eastern Standard Time, on Monday, December 9, 2019, unless extended or earlier terminated (as it may be extended or earlier terminated, the “Expiration Time”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., Eastern Standard Time, on Friday, November 22, 2019, but may not be withdrawn thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Holders of the Notes that are validly tendered and not withdrawn at or prior to 5:00 p.m., Eastern Standard Time, on Friday, November 22, 2019 (the “Early Tender Time”) and accepted for purchase will receive the applicable “Total Consideration,” which includes an early tender premium of $30 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Time, but at or prior to the Expiration Time, will receive the “Tender Offer Consideration,” namely the applicable Total Consideration minus the applicable Early Tender Premium.

Each Holder whose Notes are tendered and accepted for purchase will receive accrued and unpaid interest on such Notes from, and including, the last applicable interest payment date up to, but not including, the applicable settlement date. Teva may, at Teva’s option, elect for the payment of the Total Consideration plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase to be made following the Early Tender Time but before the Expiration Time (such date, the “Initial Settlement Date”). Teva expects to have an Initial Settlement Date, and assuming that the conditions to the Offers are satisfied or waived, such Initial Settlement Date may be as early as three business days after the Early Tender Time, or Wednesday, November 27, 2019. Payment of the Tender Offer Consideration plus accrued and unpaid interest for Notes that are validly tendered following the Early Tender Time and accepted for purchase, and, if Teva does not elect to have an Initial Settlement Date, payment of the Total Consideration plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, will be made promptly following the Expiration Time (such date, the “Final Settlement Date” and, together with the Initial Settlement Date, each a “Settlement Date”). Assuming that the conditions to the Offers are satisfied or waived, Teva expects that the Final Settlement Date will be Wednesday, December 11, 2019, the second business day after the Expiration Time. No tenders submitted after the Expiration Time will be valid.

The amounts of each series of Notes that are purchased will be determined in accordance with the Acceptance Priority Levels specified in the table above and on the cover page of the Offer to Purchase (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level, provided that we will only accept for purchase Notes with an aggregate purchase price up to the Maximum Amount. In addition, no more than $100,000,000 aggregate principal amount of the Priority 3 Notes will be purchased in the Offers (such aggregate principal amount, the “Tender Cap”).

Subject to the Maximum Amount, Tender Cap and the proration arrangements applicable to the Offers, all Notes validly tendered and not validly withdrawn at or before the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Time having a lower Acceptance Priority Level are accepted in the Offers, and all Notes validly tendered after the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Time having a lower Acceptance Priority Level are accepted in the Offers. However, even if the Offers are not fully subscribed as of the Early Tender Time, subject to the Maximum Amount and the Tender Cap, Notes validly tendered and not validly withdrawn at or before the Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Early Tender Time even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Time.

Acceptances for tenders of Notes of a series may be subject to proration if (a) the aggregate principal amount of the Notes of a series validly tendered and not validly withdrawn is greater than the Tender Cap, or (b) the aggregate purchase price (exclusive of accrued and unpaid interest but inclusive of tender premium) for any relevant series of Notes validly tendered and not validly withdrawn would cause the Maximum Amount to be exceeded. Furthermore, if the Offers are fully subscribed as of the Early Tender Time, Holders who validly tender Notes following the Early Tender Time will not have any of their Notes accepted for purchase.

Teva’s obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase, including the satisfaction or waiver of the Financing Transaction. Teva reserves the right to (i) waive any and all conditions to an Offer with respect to one or more series of Notes; (ii) extend or terminate an Offer with respect to one or more series of Notes at any time; (iii) increase or decrease the Maximum Amount; (iv) increase or decrease the Tender Cap; or (v) otherwise amend an Offer with respect to one or more series of Notes in any respect, in each case, subject to applicable law and in accordance with the terms set forth in the Offer to Purchase.

BNP Paribas Securities Corp., Citigroup Global Markets Limited and Goldman Sachs & Co. LLC are acting as the Dealer Managers for the Offer. The information and tender agent (the “Information and Tender Agent”) for the Offers is D.F. King. Copies of the Offer to Purchase are available by contacting the Information and Tender Agent at (800) 628-8532 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at teva@dfkingltd.com. All documentation relating to the offer, together with any updates, will be available via the Offer Website: https://sites.dfkingltd.com/teva. Questions regarding the Offers should be directed to BNP Paribas Securities Corp., at (888) 210-4358 (toll-free) or +44 (0) 20 7595 8277, to Citigroup Global Markets Limited, at +1 (212) 723 6106 (collect), +1 (800) 558 3745 (toll-free) or +44 20 7986 8969 (London) and to Goldman Sachs & Co. LLC, at (212) 902-6351 (collect), (800) 828-3182 (toll-free) or +44 20 7552 6157 (Europe).

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any Notes. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) has been developing and producing medicines to improve people’s lives for more than a century. We are a global leader in generic and specialty medicines with a portfolio consisting of over 3,500 products in nearly every therapeutic area. Around 200 million people around the world take a Teva medicine every day, and are served by one of the largest and most complex supply chains in the pharmaceutical industry. Along with our established presence in generics, we have significant innovative research and operations supporting our growing portfolio of specialty and biopharmaceutical products.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: completion of the offering of senior notes and tender offer for certain outstanding notes; our substantial indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, may result in a further downgrade of our credit ratings; and our inability to raise debt or borrow funds in amounts or on terms that are favorable to us; and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2018, including the sections thereof captioned “Risk Factors” and “Forward Looking Statements,” and in our subsequent quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission, which are available at www.sec.gov. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

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