Teva Announces Upsizing and Successful Pricing of $4.5 Billion of Senior Notes
March 07 2018 - 4:14PM
Business Wire
Proceeds to Repay Existing Debt
Teva Pharmaceutical Industries Limited (NYSE and TASE: TEVA)
(“Teva”) announced today that it successfully priced the offering
of $4.5 billion of its previously announced senior notes (the
“Notes”). The offering was upsized from a previously announced
amount of $3.5 billion. Net proceeds from the Notes are expected to
be used to repay approximately $2.3 billion outstanding
indebtedness under its U.S. Dollar and Japanese Yen term loan
agreements and, together with cash on hand, to redeem all $1.5
billion aggregate principal amount of its 1.40% Senior Notes due
2018 and all $1.2 billion aggregate principal amount of its 2.875%
Senior Notes due 2019.
“With the successful pricing of $4.5 billion of senior notes, we
have completed an important piece of our financial plan.
Furthermore, having taken care of our financing requirements for
the coming years, Teva will now focus on execution of our
restructuring plan and optimization of our business,” said Mike
McClellan, Teva’s Executive Vice President and Chief Financial
Officer.
The Notes consist of (i) $1.25 billion aggregate principal
amount of 6.000% USD-denominated senior notes maturing in 2024 and
$1.25 billion aggregate principal amount of 6.750% USD-denominated
senior notes maturing in 2028, and (ii) €700 million aggregate
principal amount of 3.250% EUR-denominated senior notes maturing in
2022 and €900 million aggregate principal amount of 4.500%
EUR-denominated senior notes maturing in 2025, and will be issued
by special purpose finance subsidiaries of Teva (the
“Issuers”).
The Notes will be sold at a price of 100% of the principal
amount thereof. The Issuers and Teva expect to enter into
registration rights agreements with respect to the Notes. The
settlement of the Notes is expected to occur on or about March 14,
2018, subject to customary closing conditions.
Teva will provide notice of redemption of the 1.40% Senior Notes
due 2018 and the 2.875% Senior Notes due 2019 to holders of such
notes and redemption of these notes is expected to be completed
during the first quarter of 2018.
The Notes will be unsecured senior obligations of the Issuers
and will be unconditionally guaranteed on a senior basis by Teva.
The Notes were offered and sold (i) in the U.S. to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and (ii) to non-U.S.
persons in offshore transactions outside the U.S. pursuant to
Regulation S under the Securities Act.
The Notes and the related guarantees have not been registered
under the Securities Act or the laws of any state and may not be
offered or sold in the U.S. or to, or for the benefit of, any U.S.
persons absent registration under or an applicable exemption from
the registration requirements under the Securities Act and
applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Teva
Teva Pharmaceutical Industries Limited (NYSE and TASE: TEVA) is
a leading global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions used by millions of patients
every day. Headquartered in Israel, Teva is the world’s largest
generic medicines producer, leveraging its portfolio of more than
1,800 molecules to produce a wide range of generic products in
nearly every therapeutic area. In specialty medicines, Teva has a
world-leading position in innovative treatments for disorders of
the central nervous system, including pain, as well as a strong
portfolio of respiratory products. Teva integrates its generics and
specialty capabilities in its global research and development
division to create new ways of addressing unmet patient needs by
combining drug development capabilities with devices, services and
technologies. Teva's net revenues in 2017 were $22.4 billion.
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 our substantially increased
indebtedness and significantly decreased cash on hand, which may
limit our ability to incur additional indebtedness, engage in
additional transactions or make new investments, and may result in
a further downgrade of our credit ratings; 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, 2017, including in the section
captioned “Risk Factors,” and in our other filings with the U.S.
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.
It may be unlawful to distribute this press release in certain
jurisdictions. This press release is not for distribution in
Canada, Japan or Australia. The information in this press release
does not constitute an offer of securities for sale in Canada,
Japan or Australia.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC ("IMD"), where
that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation. This announcement constitutes
a public disclosure of inside information by Teva under Regulation
(EU) 596/2014 (16 April 2014).
Promotion of the Notes in the United Kingdom is restricted by
the Financial Services and Markets Act 2000 (the “FSMA”), and
accordingly, the Notes are not being promoted to the general public
in the United Kingdom. This announcement is for distribution only
to, and is only directed at, persons who (i) have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order or (iii) are persons to whom
an invitation or inducement to engage in investment activity within
the meaning of section 21 of the FSMA in connection with the issue
or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred
to as “relevant persons”). The Notes will only be available to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Notes will be engaged in only with, relevant
persons. This announcement is directed only at relevant persons and
must not be acted on or relied on by anyone who is not a relevant
person.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180307006346/en/
For Teva Pharmaceutical Industries LimitedIR
ContactsUnited StatesKevin C. Mannix,
215-591-8912orRan Meir, 215-591-3033orIsraelTomer Amitai,
972 (3) 926 7656orPR ContactsUnited StatesKaelan
Hollon, 202-412- 7076orIsraelYonatan Beker,
972 (54) 888 5898
Teva Pharmaceutical Indu... (NYSE:TEVA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Teva Pharmaceutical Indu... (NYSE:TEVA)
Historical Stock Chart
From Sep 2023 to Sep 2024