| Item 7.01. | Regulation FD Disclosure. |
On March 1, 2023, 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 March 1, 2023, 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 Citigroup Global Markets Europe AG, Citigroup Global Markets Inc., Goldman Sachs Bank Europe SE, Mizuho Securities Europe GMBH, Mizuho Securities USA LLC, MUFG Securities (Europe) N.V., MUFG Securities Americas Inc. and PNC Capital Markets LLC, as representatives for the underwriters named in Schedule 1 annexed thereto (the “Underwriters”), providing for the offer and sale by Teva Finance II of €800,000,0000 aggregate principal amount of 7.375% Sustainability-Linked Senior Notes due 2029 (the “2029 Euro Notes”) and €500,000,000 aggregate principal amount of 7.875% Sustainability-Linked Senior Notes due 2031 (the “2031 Euro Notes”) and providing for the offer and sale by Teva Finance III of $600,000,000 aggregate principal amount of 7.875% Sustainability-Linked Senior Notes due 2029 (the “2029 USD Notes”) and $500,000,000 aggregate principal amount of 8.125% Sustainability-Linked Senior Notes due 2031 (the “2031 USD Notes” and, together with the 2029 USD Notes, the 2029 Euro Notes and the 2031 Euro Notes, the “Securities”). The sale of the Securities is expected to close on March 9, 2023. The offering of the 2029 Euro Notes was priced at 100.00% of the €800,000,000 principal amount of the 2029 Euro Notes to be issued. The offering of the 2031 Euro Notes was priced at 100.00% of the €500,000,000 principal amount of the 2031 Euro Notes to be issued. The offering of the 2029 USD Notes was priced at 100.00% of the $600,000,000 principal amount of the 2029 USD Notes to be issued. The offering of the 2031 USD Notes was priced at 100.00% of the $500,000,000 principal amount of the 2031 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 February 27, 2023, and filed with the Commission on February 27, 2023 pursuant to Rule 424(b)(5) 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 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 March 1, 2023, among the Issuers, the Company, Citigroup Global Markets Europe AG, Citigroup Global Markets Inc., Goldman Sachs Bank Europe SE, Mizuho Securities Europe GMBH, Mizuho Securities USA LLC, MUFG Securities (Europe) N.V., MUFG Securities Americas Inc. and PNC Capital Markets LLC as representatives for the underwriters named in Schedule 1 annexed thereto. |
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| 99.1 | | Press Release dated March 1, 2023. |
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| 104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
