PROSPECTUS SUPPLEMENT
(To Prospectus dated October 27, 2021)
$5,000,000,000 (equivalent)
Teva Pharmaceutical Finance Netherlands II B.V.
1,100,000,000 3.750% Sustainability-Linked Senior Notes due 2027
1,500,000,000 4.375% Sustainability-Linked Senior Notes
due 2030
Teva Pharmaceutical Finance Netherlands III B.V.
$1,000,000,000 4.750% Sustainability-Linked Senior Notes due 2027
$1,000,000,000 5.125% 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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1,100,000,000 of its 3.750% Sustainability-Linked Senior Notes due 2027 (the 2027 Euro notes);
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1,500,000,000 of its 4.375% 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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$1,000,000,000 of its 4.750% Sustainability-Linked Senior Notes due 2027 (the 2027 USD notes);
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$1,000,000,000 of its 5.125% 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 May 9, 2027 and the 2030 Euro notes will mature on May 9, 2030. The 2027 USD notes will mature on May 9, 2027
and the 2029 USD notes will mature on May 9, 2029. Interest on the notes will be payable semi-annually in arrears on May 9 and November 9 of each year, beginning May 9, 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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100.000
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%
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1,100,000,000
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100.000
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%
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1,500,000,000
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100.000
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%
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$
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1,000,000,000
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100.000
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%
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$
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1,000,000,000
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Underwriting discount
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0.550
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%
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6,050,000
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0.550
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%
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8,250,000
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0.550
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%
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$
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5,500,000
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0.550
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%
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$
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5,500,000
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Proceeds to issuer (before expenses)
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99.450
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%
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1,093,950,000
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99.450
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%
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1,491,750,000
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99.450
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%
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$
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994,500,000
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99.450
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%
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$
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994,500,000
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(1)
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Plus accrued interest, if any, from November 9, 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 November 9, 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 November 2, 2021.