Teva tenders for 2.2%, 3.65% notes, will spend up to $1.5 billion

By Angela McDaniels

Tacoma, Wash., Nov. 8 – Teva Pharmaceutical Industries Ltd. began capped tender offers for $3 billion outstanding 2.2% senior notes due 2021 issued by Teva Pharmaceutical Finance Netherlands III BV, $612,829,000 outstanding 3.65% senior notes due 2021 issued by Teva Pharmaceutical Finance Co. BV and $587.61 million outstanding 3.65% senior notes due 2021, according to a company news release.

The notes are listed in order of acceptance priority level. The company will purchase no more than $100 million principal amount of the priority 3 notes.

The maximum aggregate purchase price for the offers, excluding accrued interest, is $1.5 billion.

The early tender time is 5 p.m. ET on Nov. 22, and the offers will expire at 11:59 p.m. ET on Dec. 9.

Per $1,000 principal amount of notes, the total consideration is $983.75 for the 2.2% notes and $995.00 for both series of 3.65% notes.

Each total consideration includes an early tender premium of $30.00 per $1,000 principal amount of notes tendered by the early tender time.

The company will also pay accrued interest up to but excluding the settlement date.

Teva expects to have an early settlement date for notes tendered by the early tender time. This early settlement date may be as early as three business days after the early tender time, or Nov. 27. The final settlement date is expected to be Dec. 11.

Subject to the maximum purchase price, the $100 million tender cap for the priority 3 notes and the proration arrangements applicable to the offers, all notes tendered by the early tender time having a higher acceptance priority level will be accepted before any notes tendered by the early tender time having a lower acceptance priority level are accepted in the offers, and all notes tendered after the early tender time having a higher acceptance priority level will be accepted before any notes tendered after the early tender time having a lower acceptance priority level are accepted in the offers.

However, even if the offers are not fully subscribed as of the early tender time, subject to the maximum purchase price and the tender cap, notes tendered by the early tender time will be accepted for purchase in priority to other notes tendered after the early tender time even if such notes tendered after the early tender time have a higher acceptance priority level than notes tendered by the early tender time.

If the offers are fully subscribed as of the early tender time, holders who tender notes following the early tender time will not have any of their notes accepted for purchase.

Teva said the purpose of the offer is to extend the maturity profile of its debt.

Teva expects to fund the offers with the proceeds from $1.5 billion equivalent of non-callable notes due January 2025. The deal will be split into dollar- and euro-denominated tranches, according to an informed source.

The dealer managers are BNP Paribas Securities Corp. (888 210-4358 or +44 20 7595 8277), Citigroup Global Markets Ltd. (212 723 6106, 800 558 3745 or +44 20 7986 8969) and Goldman Sachs & Co. LLC, (212 902-6351, 800 828-3182 or +44 20 7552 6157).

The information and tender agent is D.F. King Ltd. (800 628-8532, 212 269-5550, +44 20-7920-9700, teva@dfkingltd.com or https://sites.dfkingltd.com/teva).

Teva is a pharmaceutical company based in Petah Tikva, Israel.

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