| Item 7.01. | Regulation FD Disclosure. |
On November 2, 2021, Teva Pharmaceutical Industries Limited (the “Company”) issued a press release announcing the pricing of the Securities (as defined below). A copy of the related press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished to the Securities and Exchange Commission (the “Commission”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
On November 2, 2021, Teva Pharmaceutical Finance Netherlands II B.V. (“Teva Finance II”), Teva Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III” and together with Teva Finance II, the “Issuers”) and, the Company, as guarantor, entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas, BNP Paribas Securities Corp., BofA Securities Europe SA, BofA Securities Inc., HSBC Bank plc and J.P. Morgan AG, as representatives for the underwriters named in Schedule 1 annexed thereto (the “Underwriters”), providing for the offer and sale by Teva Finance II of €1,100,000,000 aggregate principal amount of 3.750% Sustainability-Linked Senior Notes due 2027 (the “2027 Euro Notes”) and €1,500,000,000 aggregate principal amount of 4.375% Sustainability-Linked Senior Notes due 2030 (the “2030 Euro Notes”) and providing for the offer and sale by Teva Finance III of $1,000,000,000 aggregate principal amount of 4.750% Sustainability-Linked Senior Notes due 2027 (the “2027 USD Notes”) and $1,100,000,000 aggregate principal amount of 5.125% Sustainability-Linked Senior Notes due 2029 (the “2029 USD Notes” and, together with the 2027 USD Notes, the 2030 Euro Notes and the 2027 Euro Notes, the “Securities”). The sale of the Securities is expected to close on November 9, 2021. The offering of the 2027 Euro Notes was priced at 100.00% of the €1,1000,000,000 principal amount of the 2027 Euro Notes to be issued. The offering of the 2030 Euro Notes was priced at 100.00% of the €1,5000,000,000 principal amount of the 2030 Euro Notes to be issued. The offering of the 2027 USD Notes was priced at 100.00% of the $1,0000,000,000 principal amount of the 2027 USD Notes to be issued. The offering of the 2029 USD Notes was priced at 100.00% of the $1,0000,000,000 principal amount of the 2029 USD Notes to be issued.
The offering of the Securities 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 October 27, 2021, and the prospectus supplement relating thereto, dated October 27, 2021, and filed with the Commission on October 27, 2021 pursuant to Rule 424(b)(3) promulgated under the Securities Act. The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Issuers. It also provides for customary indemnification by each of the Company, the Issuers and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of any representations, warranties and covenants may change after the dates of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. Certain of the financial institutions party to the Underwriting Agreement, either directly or through affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for the Company for which they have received, and will receive, customary fees and commissions.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the copy thereof which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit | | |
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| 1.1 | | Underwriting Agreement, dated as of November 2, 2021, among the Issuers, the Company, BNP Paribas, BNP Paribas Securities Corp., BofA Securities Europe SA, BofA Securities, Inc., HSBC Bank plc and J.P. Morgan AG, as representatives for the underwriters named in Schedule 1 annexed thereto. |
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| 99.1 | | Press Release dated November 2, 2021. |
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| 104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
