Item 1.01. Entry into a Material Definitive Agreement.
On
Teva intends to use the net proceeds from the Notes (i) to fund the announced
tender offer for a maximum combined aggregate purchase price (exclusive of
accrued and unpaid interest) of up to
The Euro Notes were issued pursuant to a Senior Indenture, dated as of
Interest will be payable on the Notes semi-annually in arrears on
From and including
(a) 0.100% per annum unless Teva has achieved the Regulatory Submissions Target as of the Testing Date (each as defined in the Euro Notes Supplemental Indenture and the USD Notes Supplemental Indenture);
(b) 0.100% per annum unless Teva has achieved the Product Volume Target as of the Testing Date (each as defined in the Euro Notes Supplemental Indenture and the USD Notes Supplemental Indenture); and
(c) 0.100% per annum unless Teva has achieved the Emission Reduction Target as of the Testing Date (each as defined in the Euro Notes Supplemental Indenture and the USD Notes Supplemental Indenture);
Teva Finance II may redeem the Euro Notes of any series, in whole or in part, at any time or from time to time, upon at least 10 days', but not more than 60 days', prior notice delivered to the registered address of each holder of the Euro Notes to be redeemed with a copy of such notice delivered to the trustee and the paying agent. The Euro Notes will be redeemable at a redemption price equal to the greater of (1) 100% of the principal amount of the Euro Notes of such series to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined in the Euro Notes Indenture) of the Euro Notes of such series being redeemed discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Reinvestment
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Rate (as defined in the Euro Notes Indenture), plus accrued and unpaid interest
thereon, if any to, but not including, the redemption date; provided that if
Teva Finance II elects to redeem the 2029 Euro Notes at any time on or after
Teva Finance III may redeem the USD Notes, of any series, in whole or in part,
at any time or from time to time, upon at least 10 days', but not more than 60
days', prior notice. The USD Notes will be redeemable at a redemption price
equal to the greater of (1) 100% of the principal amount of the USD Notes to be
redeemed or (2) the sum of the present values of the Remaining Scheduled
Payments (as defined in the USD Notes Indenture) of the USD Notes of such series
being redeemed discounted, on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months), using a discount rate equal to the sum of
the Treasury Rate (as defined in the USD Notes Indenture) plus 50 basis points,
plus in each case accrued and unpaid interest thereon, if any, to, but not
including, the redemption date; provided that if Teva Finance III elects to
redeem the 2029 USD Notes at any time on or after
The terms of the Indentures, among other things and subject to specified
exceptions, limit the ability of (a) the Company and its subsidiaries to
(i) create liens upon certain of their property and (ii) enter into
sale-leaseback transactions; and (b) the applicable Issuer and the Company to
merge, consolidate or sell, lease or convey all or substantially all of their
assets. The Indentures provide for customary events of default, which include
(subject in certain cases to customary grace and cure periods), among others,
nonpayment of principal or interest; breach of other covenants or agreements in
the Indentures; acceleration of certain other indebtedness; failure of the
Company's guarantee to be enforceable; and certain events of bankruptcy or
insolvency. The offering of the Notes was registered under the Securities Act of
1933, as amended (the "Securities Act"), and is being made pursuant to the
Company's Registration Statement on Form S-3ASR (File No. 333-260519) and the
prospectus included therein (the "Registration Statement"), filed by the Company
with the Commission on
The foregoing summary descriptions of the Euro Notes Base Indenture, Euro Notes Supplemental Indenture, USD Notes Base Indenture, USD Notes Supplemental Indenture and each series of Notes are not complete and are qualified in their entirety by reference to the Euro Notes Base Indenture, the Euro Notes Supplemental Indenture, the form of 2029 Euro Notes, the form of 2031 Euro Notes, the USD Notes Base Indenture, the USD Notes Supplemental Indenture, the form of 2029 USD Notes and the form of 2031 USD Notes, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off
Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit 4.1* Senior Indenture, dated as ofMarch 14, 2018 , amongTeva Pharmaceutical Finance Netherlands II B.V .,Teva Pharmaceutical Industries Limited and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.30 to the Company's Annual Report on Form 10-K for the year endedDecember 31, 2018 filed by the registrant onFebruary 19, 2019 ). 4.2 Fourth Supplemental Senior Indenture, dated as ofMarch 9, 2023 , amongTeva Pharmaceutical Finance Netherlands II B.V .,Teva Pharmaceutical Industries Limited , The Bank of New York Mellon, as trustee, and The Bank of New York Mellon,London Branch, as paying agent. 4.3 Form of 2029 Euro Notes (included in Exhibit 4.2). 4.4 Form of 2031 Euro Notes (included in Exhibit 4.2). 4.5* Senior Indenture, dated as ofMarch 14, 2018 , amongTeva Pharmaceutical Finance Netherlands III B.V .,Teva Pharmaceutical Industries Limited and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.27 to the Company's Annual Report on Form 10-K for the year endedDecember 31, 2018 filed by the registrant onFebruary 19, 2019 ). 4.6 Fourth Supplemental Senior Indenture, dated as ofMarch 9, 2023 , amongTeva Pharmaceutical Finance Netherlands III B.V .,Teva Pharmaceutical Industries Limited and The Bank of New York Mellon, as trustee. 4.7 Form of 2029 USD Notes (included in Exhibit 4.6). 4.8 Form of 2031 USD Notes (included in Exhibit 4.6). 5.1 Opinion ofTulchinsky Marciano Cohen Levitski & Co. (Israeli law) 5.2 Opinion ofKirkland & Ellis LLP (New York law) 5.3 Opinion ofVan Doorne N.V. (Dutch law) 23.1 Consent ofTulchinsky Marciano Cohen Levitski & Co. (included in Exhibit 5.1) 23.2 Consent ofKirkland & Ellis LLP (included in Exhibit 5.2) 23.3 Consent ofVan Doorne, N.V. (included in Exhibit 5.3) 104 Cover Page Interactive Data File (included within the Inline XBRL document). * Previously Filed 4
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