Teva gives results, ups caps in offer for $2.5 billion of notes

By Mary-Katherine Stinson

Lexington, Ky., March 13 – Israel’s Teva Pharmaceutical Industries Ltd. gave early results and announced an increase in the caps for its cash tender offer for up to $2.5 billion maximum amount of several series of notes issued by finance subsidiaries of Teva and guaranteed by the parent, according to a press release.

Teva announced a decision to increase the tender cap for the first three series of notes, or Pool 1, to $1.65 billion from $1.6 billion, the tender cap for the 2.8% senior notes due 2023, or Pool 2 notes, to $450 million from $400 million and the tender cap for the 6% senior notes due 2024, or Pool 3 notes, to $293,285,000 from $250 million.

The tender cap for the 3.15% senior notes due 2026, or Pool 4 notes, remains unchanged at $250 million.

The total maximum acceptance amount also remains unchanged at $2.5 billion exclusive of accrued interest.

The early results are as follows, listed in order of acceptance:

• $573,486,000 of the $1 billion outstanding 7 1/8% senior notes due 2025 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusips: 88167AAN1, 88167AAM3) were tendered and accepted for purchase for a total consideration of $1,012.50 per note;

• €589,393,000 of the €1 billion outstanding 6% senior notes due 2025 issued by Teva Pharmaceutical Finance Netherlands II BV (Cusips: 219821395, 208396323, 20839626) were tendered and accepted for purchase for a total consideration of €1,018.75 per note;

• €472,591,000 of the €900 million outstanding 4½% senior notes due 2025 issued by Teva Pharmaceutical Finance Netherlands II BV (ISINs: XS1813724603, XS1789459473, XS1789456024) were tendered with €404,054,000 accepted for purchase for a total consideration of €995 per note;

• $559,531,000 of the $1,453,894,000 outstanding 2.8% senior notes due 2023 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusip: 88167AAD3) were tendered with $453,951,000 accepted for purchase for a total consideration of $991.25 per note;

• $707,741,000 of the $1.25 billion outstanding 6% senior notes due 2024 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusips: 88167AAL5, 88167AAH4, N8540WAA2) were tendered with $293,285,000 accepted for purchase at a total consideration of par; and

• $122,336,000 of the $3.5 billion outstanding 3.15% senior notes due 2026 issued by Teva Pharmaceutical Finance Netherlands III BV (Cusip: 88167AAE1) were tendered with $122,336,000 accepted for purchase for a total consideration of $872.50 per note.

Notes are based on par of $1,000 or par of €1,000.

The total considerations include a $30 or €30 early tender premium. The full consideration will be paid to noteholders who tendered by the 5 p.m. ET early tender time on March 10.

Unpaid interest will also be paid.

Notes tendered with acceptance priority levels 1, 2 and 6 will be accepted in full with no proration.

Notes tendered with acceptance priority levels 3, 4 and 5 will be accepted with a proration factor of approximately 82.94%, 81.20% and 39.38%, respectively.

Based on the offers, the company will purchase $1,633,000,000 total principal amount of the Pool 1 notes, approximately $454 million aggregate principal amount of the Pool 2 notes, approximately $293 million aggregate principal amount of the Pool 3 notes and approximately $122 million aggregate principal amount of the Pool 4 notes.

The withdrawal deadline has passed and was not extended.

There are no guaranteed delivery provisions.

Initial settlement is expected for March 15.

The offer expires at 5 p.m. ET on March 27. However, since Teva intends to accept the maximum acceptance amount on the early tender date, no tenders will be accepted after that date.

Final settlement was originally planned for March 30, though that date is no longer relevant.

D.F. King & Co., Inc. is the information and tender agent for the offer (800 713-9960, 212 269-5550, teva@dfking.com, https://sites.dfking.com/teva).

The dealer managers for the offer are Citigroup Global Markets Europe AG (+44 20 7986 8969, liabilitymanagement.europe@citi.com), Mizuho Securities Europe GmbH (+44 20 7090 6134, 866 271-7403, liabilitymanagement@uk.mizuho-sc.com), Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182, GS-LM-NYC@gs.com), MUFG Securities (Europe) NV (212 405-7481, 877 744-4532, +33 1 70 91 42 55, DCM-LiabilityManagement@int.sc.mufg.jp) and PNC Capital Markets LLC (855 881-0697, secsett@pnc.com).

The pharmaceutical company is based in Tel Aviv.

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