Teva Announces Launch of Offering of Senior Notes
Teva plans a new euro and dollar senior notes offering intended mainly to redeem higher-coupon existing notes and adjust its debt profile.
Rhea-AI Summary
Teva (TEVA) plans to issue new euro- and dollar-denominated senior notes through its Dutch finance subsidiaries to refinance existing indebtedness.
Teva expects to use net proceeds, together with cash on hand, to fund conditional redemptions of several outstanding notes, pay related fees and expenses and, if any proceeds remain, for general corporate purposes including further debt repayment. The company intends to redeem all 6.750% Senior Notes due 2028, all 7.875% and 7.375% Sustainability-Linked Senior Notes due 2029, up to $450 million of 4.750% Sustainability-Linked Senior Notes due 2027 and up to €1.25 billion of 4.375% Sustainability-Linked Senior Notes due 2030, subject to completion of the offering. The new notes will be unsecured senior obligations of the issuers, fully and unconditionally guaranteed on a senior basis by Teva.
Positive
- Refinancing of existing debt planned via redemption of all 6.750% 2028 notes, all 7.875% and 7.375% 2029 sustainability-linked notes, up to $450 million 4.750% 2027 notes and up to €1.25 billion 4.375% 2030 notes
- New notes structure as unsecured senior obligations of the issuers, fully and unconditionally guaranteed on a senior basis by Teva
Negative
- None.
News Explained
Teva’s debt refinancing has launched but is not completed; the disclosure describes no stated share issuance or ownership dilution.
On
The key sequencing point is that the planned redemptions depend on completion of the offering, while the offering itself does not depend on those redemptions.
The Form S-3 provides capacity for a future securities sale rather than completing one; the prospectus supplement is expected to establish the final size, price and fees of this specific offering.
The next material checkpoints are the final prospectus supplement and confirmation that the offering has closed, followed by the related redemption actions.
Because the securities described are senior notes rather than additional shares, the release describes debt obligations and refinancing, not a stated reduction in existing holders’ percentage ownership.
Key Figures
- USD redemption cap
- $450,000,000
- 4.750% Sustainability-Linked Senior Notes due 2027
- Euro redemption cap
- €1,250,000,000
- 4.375% Sustainability-Linked Senior Notes due 2030
- Redemption coupon
- 6.750%
- Senior Notes due 2028; all outstanding notes
- Redemption coupon
- 7.875%
- Sustainability-Linked Senior Notes due 2029; all outstanding notes
- Redemption coupon
- 7.375%
- Sustainability-Linked Senior Notes due 2029; all outstanding notes
- Redemption coupon
- 4.750%
- Sustainability-Linked Senior Notes due 2027; up to $450,000,000 principal amount
- Redemption coupon
- 4.375%
- Sustainability-Linked Senior Notes due 2030; up to €1,250,000,000 principal amount
Previous Offering Reports
-
Comparable senior-notes offering funded tenders and repayment of existing debt.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
senior notes financial
conditional redemptions financial
sustainability-linked senior notes financial
form s-3 regulatory
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TEL AVIV, Israel, Sept. 07, 2026 (GLOBE NEWSWIRE) -- Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) (“Teva”) announced today its intention to issue senior notes through its special purpose finance subsidiaries. Teva Pharmaceutical Finance Netherlands II B.V. (“Teva Finance II”) intends to offer EUR-denominated Senior Notes (the “Euro Notes”) and Teva Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III”) and Teva Pharmaceutical Finance Netherlands IV B.V. (“Teva Finance IV” and, together with Teva Finance II and Teva Finance III, the “Issuers”) intend to offer USD-denominated Senior Notes (the “USD Notes” and, together with the Euro Notes, the “Notes”).
The offering of Notes is subject to, among other things, market conditions. Teva expects to use the net proceeds from the offering, together with cash on hand, (i) to fund the redemptions of certain existing notes as further set out below (the “Conditional Redemptions”), (ii) to pay fees and expenses in connection therewith and (iii) to the extent of any remaining proceeds, for general corporate purposes, including the repayment of outstanding debt upon maturity, tender offer or earlier redemption.
In connection with the Conditional Redemptions, Teva intends to issue notices of conditional redemption pursuant to which it intends to redeem in accordance with the terms set forth in the relevant indentures: (i) all of the
Net proceeds may be temporarily invested pending application for their stated purpose.
The Notes will be unsecured senior obligations of the Issuers and will be unconditionally guaranteed on a senior basis by Teva.
The offering and sale of the Notes will be made pursuant to our effective automatic shelf registration statement on Form S-3, including our base prospectus, filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025. The offering of these Notes will be made only by means of a prospectus supplement and accompanying base prospectus, which have been filed with the SEC. Before you invest, you should read the prospectus supplement and accompanying prospectus along with other documents that Teva has filed with the SEC and that are incorporated by reference into the prospectus supplement and accompanying base prospectus for more complete information about Teva and this offering. These documents are available at no charge by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, a copy of the prospectus supplement and accompanying base prospectus related to this offering may be obtained, when available, by contacting BNP PARIBAS, 16, boulevard des Italiens, 75009 Paris, France, Attention: Fixed Income Syndicate (emails: dl.syndsupportbonds@uk.bnpparibas.com); BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, United States of America, Attention: Debt Syndicate Desk (email: DL.US.Syndicate.Support@us.bnpparibas.com); Citigroup Global Markets Europe AG or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, United States of America, Telephone: (800) 831-9146, E-mail: prospectus@citi.com; Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany, Attention: High Yield Syndicate Desk (Tel: +49 69 7532 1000, Fax: +44 (0)207 774 2330); J.P. Morgan SE, Taunustor 1 (TaunusTurm), 60310 Frankfurt am Main, Germany, Attention: Head of EMEA Capital Markets Group (email: Head_of_EMEA_DCMG@jpmorgan.com) and J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, United States of America, Attention: Investment Grade Syndicate Desk, Tel: (212) 834-6081).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is transforming into a leading innovative biopharmaceutical company, enabled by a world-class generics business. For over 120 years, Teva’s commitment to bettering health has never wavered. From innovating in the fields of neuroscience and immunology to providing complex generic medicines, biosimilars and pharmacy brands worldwide, Teva is dedicated to addressing patients’ needs, now and in the future. At Teva, We Are All In For Better Health.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: completion of the offering of senior notes and conditional redemptions for certain outstanding notes; our significant indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments; and our potential need to raise additional funds in the future, which may not be available on acceptable terms or at all; other financial and economic risks; and other factors discussed in our Quarterly Report on Form 10-Q for the second quarter of 2026, in our Annual Report on Form 10-K for the year ended December 31, 2025, including in the sections captioned “Risk Factors” and “Forward Looking Statements,” and other filings with the Securities and Exchange Commission, which are available at www.sec.gov. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements.
It may be unlawful to distribute this press release in certain jurisdictions. This press release is not for distribution in Canada, Japan or Australia. The information in this press release does not constitute an offer of securities for sale in Canada, Japan or Australia.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investors in the United Kingdom. For these purposes, a retail investor means a person who is neither: (i) a professional client, as defined in point (8) of the UK MiFIR; nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently, no disclosure document required by DISC for offering or selling, or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling, or distributing the notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
Promotion of the Notes in the United Kingdom is restricted by the FSMA, and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who are (i) outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities, and other persons to whom they may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
The Notes have not, may not and will not be offered, sold or delivered in the Netherlands, other than to qualified investors (as defined in Regulation (EU) 2017/1129).
The Notes have not, may not and will not be offered, sold or delivered in Israel, other than to persons who qualify as one of the types of investors listed in the First Addendum to the Israeli Securities Law, subject to and in accordance with the requirements set forth in the First Addendum to the Israeli Securities Law.
Teva Media Inquiries:
TevaCommunicationsNorthAmerica@tevapharm.com
Teva Investor Relations Inquiries:
TevaIR@Tevapharm.com
Source: Teva Pharmaceutical Industries Ltd
FAQ
Which existing Teva notes are subject to the announced conditional redemptions?
Teva intends to issue notices of conditional redemption covering: (i) all outstanding 6.750% Senior Notes due 2028, (ii) all outstanding 7.875% Sustainability-Linked Senior Notes due 2029, (iii) all outstanding 7.375% Sustainability-Linked Senior Notes due 2029, (iv) up to $450,000,000 in principal amount of 4.750% Sustainability-Linked Senior Notes due 2027 and (v) up to €1,250,000,000 in principal amount of 4.375% Sustainability-Linked Senior Notes due 2030. These redemptions are expected to be conditioned on consummation of the new notes offering.
Is Teva obligated to carry out all the planned conditional redemptions?
The conditional redemptions are expected to be conditioned on completion of the offering, but the offering itself is not conditioned on the redemptions. Teva may decide in its discretion to issue additional notices of conditional redemption, redeem other outstanding notes, or amend the principal amounts to be redeemed under any of the notices, in each case in line with the terms of the relevant indentures.
How can investors obtain the prospectus for Teva’s new notes offering?
The notes are being offered under an effective automatic shelf registration statement on Form S-3 and related base prospectus filed with the SEC on February 7, 2025, using a prospectus supplement and accompanying base prospectus. These documents are available free of charge via the SEC’s EDGAR system at http://www.sec.gov. Copies of the prospectus supplement and base prospectus may also be requested from BNP Paribas, Citigroup, Goldman Sachs Bank Europe SE, J.P. Morgan SE or J.P. Morgan Securities LLC at the contacts listed in the announcement.
Who is allowed to invest in the notes in the EEA and the United Kingdom?
In the European Economic Area, no key information document under the PRIIPs Regulation has been prepared, and the notes are not intended to be offered, sold or otherwise made available to any retail investor, so they may only be offered to qualified investors as defined in Regulation (EU) 2017/1129. In the United Kingdom, the notes are not intended for retail investors and promotion is restricted under the Financial Services and Markets Act 2000. The announcement is directed only at persons outside the UK, investment professionals under Article 19(5) of the Financial Promotion Order, high net worth entities under Article 49(2)(a)–(d) of the Order, or other persons to whom it may lawfully be communicated, and any investment activity will be engaged in only with such relevant persons.
Are there any offering restrictions in the Netherlands and Israel?
In the Netherlands, the notes have not, may not and will not be offered, sold or delivered other than to qualified investors as defined in Regulation (EU) 2017/1129. In Israel, the notes have not, may not and will not be offered, sold or delivered other than to investors who qualify as one of the types listed in the First Addendum to the Israeli Securities Law, subject to and in accordance with the requirements of that addendum.