Teva markets $4 billion equivalent dollar, euro sustainability notes

Chicago, Oct. 27 – Teva Pharmaceutical Industries Ltd. is preparing a $4 billion equivalent four-part offering of sustainability-linked senior notes (Ba2), according to a 424B3 filing with the Securities and Exchange Commission.

The euro notes will be offered by Teva Pharmaceutical Finance Netherlands II BV, and the dollar notes will come from Teva Pharmaceutical Finance Netherlands III BV.

A guarantee will be provided by Teva Pharmaceutical Industries.

The euro notes will come with maturities in 2027 and 2030, whereas the dollar notes will be due in 2027 and 2029.

For the longer-dated 2030 euro notes and 2029 dollar notes, there will be a coupon step-up in 2026 if Teva fails to meet its sustainability targets. The rate will step up 12.5 basis points separately based on each of the following sustainable targets: a regulatory submissions target, a product volume target or an emission reduction target.

For the two series due 2027, a separate premium would be paid at maturity or redemption of 0.15% of the principal amount for each of the same three targets.

All four series have make-whole call options and then par calls a number of months before their maturities.

Proceeds will be used to fund a tender offer for up to $3.5 billion of notes, to pay fees and expenses and fund the repayment of outstanding debt upon maturity or earlier redemption. If there are any proceeds left over, they will be applied to general corporate purposes.

BofA Securities Europe SA, BNP Paribas, HSBC Bank plc and J.P. Morgan AG are leading the sale as active joint bookrunners.

Passive joint bookrunners are Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, Mizuho Securities Europe GmbH and MUFG Securities (Europe) NV.

Intesa Sanpaolo SpA and PNC Capital Markets LLC are listed as co-managers.

Kirkland & Ellis LLP, Tulchinsky Marciano Cohen Levitski & Co. and Van Doorne NV are working as counsel to the issuer.

Baker & McKenzie LLP and Herzog, Fox & Neeman (Israel) are advising the underwriters.

Bank of New York Mellon is the trustee.

Based in Tel Aviv, Teva is a pharmaceutical company focused on generics, specialty medicines and biopharmaceuticals.

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