Report of Foreign Issuer (6-k)
September 19 2017 - 2:36PM
Edgar (US Regulatory)
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 registrants 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:
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Four-quarter
Test
Period
ending with the quarters
below
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Leverage Ratio
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Q3 2017
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No greater than 5.00x
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Q4 2017
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No greater than 5.00x
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Q1 2018
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No greater than 5.00x
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Q2 2018
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No greater than 5.00x
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Q3 2018
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No greater than 5.00x
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Q4 2018
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No greater than 5.00x
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Q1 2019
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No greater than 4.75x
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Q2 2019
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No greater than 4.75x
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Q3 2019
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No greater than 4.50x
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Q4 2019
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No greater than 4.50x
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Q1 2020
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No greater than 4.25x
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Q2 2020
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No greater than 4.25x
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Q3 2020
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No greater than 4.00x
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Q4 2020 and thereafter
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No greater than 3.50x
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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
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Applicable Rating (% per annum)
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Applicable
Type
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BBB+/Baa1
or better
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BBB/Baa2
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BBB-/
Baa3
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BB+/Ba1
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BB/Ba2
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BB-/Ba3
or lower
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Applicable Margin
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Eurocurrency
Loans
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1.00%
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1.125%
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1.375%
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1.625%
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1.875%
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2.275%
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ABR Loans
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0%
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0.125%
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0.375%
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0.625%
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0.875%
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1.275%
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Applicable Commitment Fee
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0.150%
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0.175%
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0.200%
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0.325%
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0.450%
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0.575%
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2- USD Term Loan Credit Agreement;
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Applicable Rating (% per annum)
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Applicable
Type
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BBB+/Baa1
or better
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BBB/Baa2
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BBB-/Baa3
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BB+/Ba1
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BB/Ba2
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BB-/
Ba3 or
lower
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Applicable Margin
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Tranche A
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1.00%
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1.125%
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1.375%
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1.625%
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1.875%
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2.275%
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Tranche B
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1.125%
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1.250%
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1.500%
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1.750%
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2.000%
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2.400%
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3- JPY 2012 Credit Agreement;
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Rating (% per annum)
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BBB-
/Baa3
or
better
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BB+/Ba1
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BB/Ba2
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BB-/Ba3 or lower
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Applicable Margin
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0.900
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%
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1.150
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%
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1.400
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%
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1.800
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%
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4- JPY 2013 Credit Agreement; and
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Applicable Rating (% per annum)
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BBB-
/Baa3
or
better
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BB+/Ba1
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BB/Ba2
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BB-/Ba3 or lower
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Applicable Margin
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0.300
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%
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0.550
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%
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0.800
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%
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1.200
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%
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5- JPY 2017 Credit Agreement;
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Tranche
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Applicable
Time
Period
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Rating (% per annum)
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BBB-
/Baa3 or
better
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BB+/Ba1
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BB/Ba2
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BB-/Ba3 or
lower
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Applicable Margin
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Tranche A
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Prior to
Tranche A
Maturity
Extension Date
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0.250
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%
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0.500
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%
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0.750
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%
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1.150
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%
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Tranche A
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From and after
the Tranche A
Maturity
Extension Date
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0.300
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%
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0.550
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%
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0.800
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%
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1.200
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%
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Tranche B
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0.550
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%
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0.800
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%
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1.050
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%
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1.450
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%
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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:
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.
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TEVA PHARMACEUTICAL
INDUSTRIES LTD.
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By:
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/s/ Michael McClellan
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Name:
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Michael McClellan
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Title:
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Interim Chief Financial Officer
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Date: September 19, 2017
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