Subject to Completion
Preliminary Prospectus Supplement, dated October 27, 2021
PROSPECTUS SUPPLEMENT
(To Prospectus dated
October 27, 2021)
$4,000,000,000 (equivalent)
Teva Pharmaceutical Finance Netherlands II B.V.
% Sustainability-Linked Senior Notes
due 2027
%
Sustainability-Linked Senior Notes due 2030
Teva Pharmaceutical Finance Netherlands III B.V.
$ % Sustainability-Linked Senior Notes due
2027
$ % Sustainability-Linked
Senior Notes due 2029
Payment of principal and interest unconditionally guaranteed by
Teva Pharmaceutical Industries Limited
Teva
Pharmaceutical Finance Netherlands II B.V. (Teva Finance II) is offering:
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of
its % Sustainability-Linked Senior Notes due 2027 (the 2027 Euro notes);
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of
its % Sustainability-Linked Senior Notes due 2030 (the 2030 Euro notes and, together with the 2027 Euro notes, the Euro notes);
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Teva Pharmaceutical Finance Netherlands III B.V. (Teva Finance III) is offering:
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$ of
its % Sustainability-Linked Senior Notes due 2027 (the 2027 USD notes);
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$ of
its % Sustainability-Linked Senior Notes due 2029 (the 2029 USD notes and, together with the 2027 USD notes, the USD notes and, together with the Euro Notes, the notes);
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The 2027 Euro notes will mature
on , 2027 and the 2030 Euro notes will mature on , 2030.
The 2027 USD notes will mature on , 2027 and the 2029 USD notes will mature
on , 2029. Interest on the notes will be payable semi-annually in arrears
on and of each year,
beginning , 2022. Payment of all principal and interest payable on the notes is unconditionally guaranteed by Teva Pharmaceutical Industries Limited
(Teva).
Teva Finance II and Teva Finance III may redeem each series of the notes in whole or in part, at any time at a
redemption price equal to the greater of the principal amount of the notes of the relevant series, and the applicable make-whole amount plus, in each case, accrued and unpaid interest thereon, if any, to, but not including, the
redemption date; provided that if Teva Finance II or Teva Finance III redeems the notes on or after the applicable Par Call Date (as defined herein for such series), the redemption price shall be equal to 100% of the principal amount of the of such
series then outstanding to be redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. See Description of the Euro Notes and the GuaranteeOptional Redemption by the Issuer and
Description of the USD Notes and the GuaranteeOptional Redemption by the Issuer. Teva Finance II and Teva Finance III, as applicable, may also be required to pay an increased interest rate on the 2030 Euro notes and the 2029 USD
notes, respectively, or a premium payment upon maturity or redemption of the 2027 Euro notes and the 2027 USD notes, respectively (but only if such redemption is on or after the Step-up Date (as defined
herein)) if we fail to achieve the Sustainability Performance Targets (as defined herein). See Description of the Euro Notes and the Guarantees Payment of Interest, Premium and Principal and Description of the USD Notes and
the Guarantees Payment of Interest, Premium and Principal as applicable). Each series of the notes may also be redeemed, in whole but not in part, at 100% of the aggregate principal amount of such notes, plus accrued and unpaid interest,
if any, at any time at Teva Finance IIs or Teva Finance IIIs option, as applicable, or Tevas option, solely upon the imposition of certain withholding taxes. See Description of the Euro Notes and the GuaranteesTax
Redemption and Description of the USD Notes and the GuaranteesTax Redemption.
The Euro notes will be unsecured
senior obligations of Teva Finance II, which is an indirect subsidiary of Teva, and the guarantee will be an unsecured senior obligation of Teva. The USD notes will be unsecured senior obligations of Teva Finance III, which is an indirect subsidiary
of Teva, and the guarantee will be an unsecured senior obligation of Teva.
Investing in the notes involves risks. See Risk
Factors beginning on page S-13 of this prospectus supplement and page S-13 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per 2027
Euro Note
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Total
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Per 2030
Euro Note
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Total
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Per 2027
USD Note
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Total
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Per 2029
USD Note
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Total
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Offering price(1)
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%
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%
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%
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$
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%
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$
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Underwriting discount
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%
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%
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$
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$
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Proceeds to issuer (before expenses)
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%
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%
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$
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%
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$
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(1)
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Plus accrued interest, if any,
from , 2021, if settlement occurs after such date.
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Tevas principal executive offices are located at 124 Dvora Hanevia Street, Tel Aviv, 6944020, Israel, and our telephone number is +972-3-914-8213.
The underwriters expect to deliver the USD notes to investors through the book-entry facilities of The Depository Trust Company
(DTC) and its direct participants, including Euroclear Bank S.A./N.V. (Euroclear), as operator of the Euroclear System, and Clearstream Banking, société anonyme (Clearstream), and the Euro
notes will be delivered to investors through the book-entry facilities of Euroclear and Clearstream, on or about , 2021.
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Active Joint Book-Running Managers
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BNP PARIBAS
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BofA Securities
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HSBC
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J.P. Morgan
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Passive Joint Book-Running Managers
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Citigroup
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Goldman Sachs Bank Europe SE
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Mizuho Securities
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MUFG
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Co-Managers
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IMI-Intesa Sanpaolo
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PNC Capital Markets LLC
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The date of this prospectus supplement is
, 2021.