UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of September 2017

Commission File Number 001-16174

 

 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

(Translation of registrant’s name into English)

 

 

5 Basel Street, P.O. Box 3190

Petach Tikva 4951033 Israel

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒              Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


On September 18, 2017 and September 19, 2017, Teva Pharmaceutical Industries Limited (“Teva”) and its lenders entered into amendments (collectively, the “Amendments”) to the following five credit facilities: the Senior Unsecured Revolving Credit Agreement dated as of November 16, 2015 (the “Revolving Credit Agreement”), the Term Loan Credit Agreement dated as of November 16, 2015 (the “USD Term Loan Credit Agreement”), the Senior Unsecured Fixed Rate Japanese Yen Term Loan Credit Agreement, dated as of March 28, 2012 (the “JPY 2012 Credit Agreement”), the Senior Unsecured Japanese Yen Term Loan Credit Agreement, dated as of December 17, 2013 (the “JPY 2013 Credit Agreement”) and the Senior Unsecured Japanese Yen Term Loan Credit Agreement, dated as of March 22, 2017 (the “JPY 2017 Credit Agreement” and, together with the Revolving Credit Agreement, the USD Term Loan Credit Agreement, the JPY 2012 Credit Agreement and the JPY 2013 Credit Agreement, the “Credit Agreements”). As of June 30, 2017, the aggregate principal amount outstanding under the USD Term Loan Credit Agreement was $5.0 billion, the aggregate principal amount outstanding under the JPY 2012 Credit Agreement was $0.3 billion, the aggregate principal amount outstanding under the JPY 2013 Credit Agreement was $0.3 billion, the aggregate principal amount outstanding under the JPY 2017 Credit Agreement was $0.8 billion and the aggregate committed principal amount (drawn and available) under the USD Revolving Credit Agreement was $4.5 billion. The Amendments received the support of lenders holding approximately 98% of the aggregate loans and undrawn commitments across the five Credit Agreements.

The Amendments revised the maximum permitted “Leverage Ratio” (as such term is defined in the applicable Credit Agreement) in each Credit Agreement as follows:

 

Four-quarter Test Period

ending with the quarters

below

  

Leverage Ratio

Q3 2017

   No greater than 5.00x

Q4 2017

   No greater than 5.00x

Q1 2018

   No greater than 5.00x

Q2 2018

   No greater than 5.00x

Q3 2018

   No greater than 5.00x

Q4 2018

   No greater than 5.00x

Q1 2019

   No greater than 4.75x

Q2 2019

   No greater than 4.75x

Q3 2019

   No greater than 4.50x

Q4 2019

   No greater than 4.50x

Q1 2020

   No greater than 4.25x

Q2 2020

   No greater than 4.25x

Q3 2020

   No greater than 4.00x

Q4 2020 and thereafter

   No greater than 3.50x

In addition, the Amendments provided a 30-day cure period with respect to a breach of the financial covenant related to compliance with the Leverage Ratio in each Credit Agreement.

The Amendments also revised the definition of Total Consolidated Net Debt (as such term is defined in the applicable Credit Agreement), which is a component of the Leverage Ratio, to deduct from Total Consolidated Net Debt the portion of any debt otherwise included to the extent that such debt has been given equity credit by the rating agencies.

The Amendments also revised the Applicable Margin (as such term is defined in the Applicable Credit Agreement to revise or add the following rate tables, as applicable:

1- Revolving Credit Agreement

 

                 Applicable Rating (% per annum)  
     Applicable
Type
   BBB+/Baa1
or better
     BBB/Baa2      BBB-/
Baa3
     BB+/Ba1      BB/Ba2      BB-/Ba3
or lower
 

Applicable Margin

   Eurocurrency
Loans
     1.00%        1.125%        1.375%        1.625%        1.875%        2.275%  
   ABR Loans      0%        0.125%        0.375%        0.625%        0.875%        1.275%  

Applicable Commitment Fee

        0.150%        0.175%        0.200%        0.325%        0.450%        0.575%  


2- USD Term Loan Credit Agreement;

 

                   Applicable Rating (% per annum)  
     Applicable
Type
     BBB+/Baa1
or better
     BBB/Baa2      BBB-/Baa3      BB+/Ba1      BB/Ba2      BB-/
Ba3 or
lower
 

Applicable Margin

     Tranche A        1.00%        1.125%        1.375%        1.625%        1.875%        2.275%  
     Tranche B        1.125%        1.250%        1.500%        1.750%        2.000%        2.400%  

3- JPY 2012 Credit Agreement;

 

     Rating (% per annum)  
     BBB-
/Baa3
or
better
    BB+/Ba1     BB/Ba2     BB-/Ba3 or lower  

Applicable Margin

     0.900     1.150     1.400     1.800

4- JPY 2013 Credit Agreement; and

 

     Applicable Rating (% per annum)  
     BBB-
/Baa3
or
better
    BB+/Ba1     BB/Ba2     BB-/Ba3 or lower  

Applicable Margin

     0.300     0.550     0.800     1.200

5- JPY 2017 Credit Agreement;

 

    

Tranche

  

Applicable

Time

Period

     Rating (% per annum)  
                 BBB-
/Baa3 or
better
    BB+/Ba1     BB/Ba2     BB-/Ba3 or
lower
 
Applicable Margin    Tranche A     


Prior to
Tranche A
Maturity
Extension Date
 
 
 
 
     0.250     0.500     0.750     1.150
   Tranche A     


From and after
the Tranche A
Maturity
Extension Date
 
 
 
 
     0.300     0.550     0.800     1.200
   Tranche B         0.550     0.800     1.050     1.450


This description of the Amendments is qualified in its entirety by the Amendments, copies of which are attached hereto as Exhibits 99.1 through 99.5 and incorporated by reference herein. On September 19, 2017, Teva issued a press release relating to the Amendments, a copy of which is attached hereto as Exhibit 99.6.

The following exhibits are furnished with this report:

 

Exhibit
Number

  

Description

99.1    Amendment to the Senior Unsecured Revolving Credit Agreement dated as of November 16, 2015.
99.2    Amendment to the Term Loan Credit Agreement dated as of November 16, 2015.
99.3    Amendment to the Senior Unsecured Fixed Rate Japanese Yen Term Loan Credit Agreement, dated as of March 28, 2012.
99.4    Amendment to the Senior Unsecured Japanese Yen Term Loan Credit Agreement, dated as of December 17, 2013.
99.5    Amendment to the Senior Unsecured Japanese Yen Term Loan Credit Agreement, dated as of March 22, 2017.
99.6    Press Release dated September 19, 2017.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

TEVA PHARMACEUTICAL

INDUSTRIES LTD.

By:

    /s/ Michael McClellan
  Name:   Michael McClellan
  Title:   Interim Chief Financial Officer

Date: September 19, 2017

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