Teva Announces Pricing and Early Acceptance Results of its Debt Tender Offer

Rhea-AI Summary

Teva Pharmaceutical announced the pricing and early acceptance results of its debt tender offers for various series of outstanding notes. The company will purchase notes across three pools with tender caps of $1.55B, $350M, and $400M respectively. Notes with Acceptance Priority Level 4 will be accepted in full, while those with levels 1, 2, and 5 will be subject to proration factors of 60.74999%, 39.4586%, and 36.663%. Notes with Priority Levels 3 and 6 will not be accepted. The settlement is expected on June 5, 2025, with holders receiving the Total Consideration including Early Tender Premium. The offers were supported by Teva's recent $2.3B senior notes offering on May 28, 2025.

Positive

• Successfully secured $2.3B in new senior notes offering to support the tender offers
• Strategic debt management through structured tender offers across multiple note series
• Early tender participation indicates strong holder interest in the debt restructuring

Negative

• Not all tendered notes will be accepted due to proration factors, indicating limited capacity
• Notes with Priority Levels 3 and 6 will be completely excluded from acceptance

Insights

Financial Analyst

Teva's debt tender offers represent strategic liability management to optimize its capital structure and likely reduce interest expenses.

Teva's debt tender offers represent a significant liability management exercise with the company repurchasing up to $2.3 billion (equivalent) of its outstanding notes across three separate pools. The tender offers were substantially oversubscribed, indicating strong bondholder interest in participating in this transaction.

The company is deploying proceeds from its recently completed $2.3 billion senior notes offering (May 28) to refinance these existing obligations. This transaction appears strategically timed, as Teva is repurchasing notes that have higher interest rates than current market conditions might warrant:

• Pool 1: 3.15% notes due 2026 at $981.50 per $1,000 principal
• Pool 2: 4.75% sustainability-linked notes due 2027 at $997.50 per $1,000 principal
• Pool 3: Includes notes with coupon rates ranging from 7.375% to 8.125%

The proration factors (60.7% for Pool 1, 39.5% for Pool 2, and 36.7% for one series in Pool 3) reflect significant oversubscription, suggesting bondholders were eager to tender their notes at the offered prices. Notably, Teva completely rejected tenders for two note series (the 3.75% and 8.125% notes), prioritizing repurchases based on their established acceptance hierarchy.

This debt management initiative should help Teva extend its debt maturity profile while potentially reducing its overall interest burden. The fact that Teva is focusing on repurchasing higher-coupon debt (particularly the 7.375% to 8.125% range) suggests the company is strategically targeting interest expense reduction. These liability management exercises typically strengthen a company's financial flexibility by optimizing its capital structure and reducing refinancing risks associated with near-term maturities.

TEL AVIV, Israel, June 03, 2025 (GLOBE NEWSWIRE) -- Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) (“Teva”) announced today the pricing and early acceptance results of its previously announced tender offers (the “Offers”) to purchase for cash the outstanding notes issued by finance subsidiaries of Teva and guaranteed by Teva of the series described in the table below (the “Notes”) upon the terms of, and subject to the conditions as set out in, the Offer to Purchase, dated May 19, 2025 (the “Offer to Purchase”). Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Offer to Purchase.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, the early acceptance results and the Total Consideration for each applicable series of the Notes are set forth in the following table:

												Dollars or Euros per $1,000 or €1,000, as applicable, principal amount
Capped Tender Offers	Title of Notes	Issuer	CUSIP  / ISIN / Common Code	Principal Amount Tendered(2)	Pool Tender Caps (purchase price)(1)(2)	Acceptance Priority Level(3)	Principal Amount to be Accepted	Proration Factor	Principal Amount Outstanding after Early Settlement Date	Reference Security or Interpolated Mid-Swap Rate	Fixed Spread (basis points)(7)	Tender Offer Consideration (4)	Early Tender Premium	Total Consideration  (4)(5)
Pool 1 Tender Offers	3.150% Senior Notes due 2026	Teva Pharmaceutical Finance Netherlands III B.V.	88167AAE1 / US88167AAE10 (Registered)	$2,602,331,000	$1,550,000,000	1	$1,579,185,000	60.74999%	$1,798,459,000	N/A	N/A	$931.50	$50.00	$981.50
Pool 2 Tender Offers	4.750% Sustainability-Linked Senior Notes due 2027	Teva Pharmaceutical Finance Netherlands III B.V.	88167AAP6 / US88167AAP66 (Registered)	$781,072,000	$350,000,000 (equivalent)	2	$350,877,000	39.4586%	$649,123,000	N/A	N/A	$947.50	$50.00	$997.50
	3.750% Sustainability-Linked Senior Notes due 2027	Teva Pharmaceutical Finance Netherlands II B.V.	XS2406607098 / 240660709 (Registered)	€532,083,000		3	€0	N/A	€1,100,000,000	N/A	N/A	€963.50	€50.00	€1,013.50
Pool 3 Tender Offers	7.875%  Sustainability-Linked Senior Notes due 2029	Teva Pharmaceutical Finance Netherlands III B.V.	88167AAS0 / US88167AAS06 (Registered)	$202,316,000	$400,000,000 (equivalent)	4	$202,316,000	N/A	$397,684,000	4.016%	+ 135	$1,039.78 (6)	$50.00	$1,089.78 (7)
	7.375% Sustainability-Linked Senior Notes due 2029	Teva Pharmaceutical Finance Netherlands II B.V.	XS2592804434 / 259280443 (Registered)	€349,888,000		5	€137,418,000	36.663%	€662,582,000	2.100%	+ 150	€1,091.64 (6)	€50.00	€1,141.64 (7)
	8.125% Sustainability-Linked Senior Notes due 2031	Teva Pharmaceutical Finance Netherlands III B.V.	88167AAR2 /  US88167AAR23 (Registered)	$116,975,000		6	$0	N/A	$500,000,000	4.016%	+ 155	$1,079.49 (6)	$50.00	$1,129.49 (7)

(1) The tender cap for the Pool 1 Notes of $1,550,000,000 (the “Pool 1 Tender Cap”) represents the maximum aggregate purchase price in respect of Pool 1 Notes that will be purchased in the Pool 1 Tender Offers. The tender cap for the Pool 2 Notes of $350,000,000 (the “Pool 2 Tender Cap”) represents the maximum aggregate purchase price in respect of Pool 2 Notes that will be purchased in the Pool 2 Tender Offers. The tender cap for the Pool 3 Notes of $400,000,000 (the “Pool 3 Tender Cap” and, together with the Pool 1 Tender Cap and the Pool 2 Tender Cap, the “Pool Tender Caps”) represents the maximum aggregate purchase price in respect of Pool 3 Notes that will be purchased in the Pool 3 Tender Offers. The Pool Tender Caps can be increased or decreased at Teva’s sole discretion.
(2) In order to determine whether the Total Maximum Amount and Pool Tender Caps have been reached, an exchange rate of $1.1443 = €1.00 has been used, as determined at 10:30 a.m. Eastern Time on the date of the Early Tender Time.
(3) Subject to the Total Maximum Amount, the Pool Tender Caps and proration, the principal amount of each series of Notes that is purchased in each of the Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column.
(4) Excludes accrued and unpaid interest, which also will be paid. The Total Consideration in respect of the Pool 3 Notes was calculated at 10:30 a.m., New York City time, on June 3, 2025 (the “Price Determination Time”) in accordance with standard market practice, as described in the Offer to Purchase.
(5) Already includes the Early Tender Premium.
(6) The Tender Offer Consideration in respect of the Notes of each relevant series equals the applicable Total Consideration minus the applicable Early Tender Premium.
(7) The Total Consideration in respect of the Pool 3 Notes of each relevant series was calculated from the applicable Reference Yield and the applicable Fixed Spread and which, when calculated in such manner, already includes the applicable Early Tender Premium. The applicable Total Consideration was calculated with reference to the First Par Call Date, as detailed in the Offer to Purchase.
(8) Pricing Source: BGN.

Early participation results of the Offers were announced on June 3, 2025. The amounts of each series of Notes to be accepted are shown in the table. The Notes tendered with Acceptance Priority Level 4 shall be accepted in full without proration. The Notes with Acceptance Priority Levels 1, 2 and 5 shall be accepted subject to a proration factor of approximately 60.74999%, 39.4586% and 36.663%, respectively. In accordance with the applicable Acceptance Priority Levels, no Notes with Acceptance Priority Levels 3 and 6 will be accepted by Teva pursuant to the Offers.

Subject to the terms and conditions of the Offers, Holders that validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase by Teva will be eligible to receive the applicable Total Consideration, which already includes the Early Tender Premium, together with an amount equal to the Accrued Interest. Teva expects the Initial Settlement Date to occur on June 5, 2025, the third business day after the Early Tender Time.

The consummation of the Offers and Teva’s obligation to accept and pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and subject to the applicable Pool Tender Cap. Teva reserves the right, subject to applicable law, to amend or waive any and all conditions to the Offers.

The Offers will expire at 5:00 p.m., Eastern Time, on Tuesday, June 17, 2025, unless extended or earlier terminated (as it may be extended or earlier terminated, the “Expiration Time”). However, as Teva intends, subject to the terms and conditions of the Offers, to accept for purchase the Total Maximum Amount on the Initial Settlement Date, further tenders of Notes prior to the Expiration Time will not be accepted for purchase.

The settlement of Teva’s $2.3 billion (equivalent) senior notes offering on May 28, 2025 satisfied the financing condition to the Offer.

The purchase price for the Dollar Notes and the Euro Notes will be paid in U.S. Dollars and Euros, respectively.

BNP PARIBAS, HSBC Bank plc, Intesa Sanpaolo S.p.A., J.P. Morgan Securities plc and Merrill Lynch International (or their respective affiliates) are acting as the Dealer Managers for the Offers. The information and tender agent (the “Information and Tender Agent”) for the Offers is D.F. King. Copies of the Offer to Purchase are available by contacting the Information and Tender Agent at (800) 967-5068 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at teva@dfkingltd.com. All documentation relating to the offer, together with any updates, will be available via the Offer Website: https://clients.dfkingltd.com/teva. Questions regarding the Offers should be directed to BNP PARIBAS, at +33 1 55 77 78 94 (Europe), +1 (888) 210 4358 (U.S. Toll Free), +1 (212) 841 3059 (U.S.) or by email at liability.management@bnpparibas.com, to HSBC Bank plc, at +44 20 7992 6237 (Europe), +1 (888) HSBC-4LM (U.S. Toll Free), +1 (212) 525-5552 (Collect) or by email at LM_EMEA@hsbc.com, to Intesa Sanpaolo S.p.A., at +39 02 7261 6502 or by email at IMI-liability.management@intesasanpaolo.com, to J.P. Morgan Securities LLC at +1 (866) 834-4666 (U.S. toll free), +1 (212) 834-4818 (Collect), to J.P. Morgan Securities plc at +44 207 134 2468 (Europe) or by email at liability_management_emea@jpmorgan.com, and to Merrill Lynch International at +44 207 996 5420 (Europe), +1 (888) 292-0070 (U.S. Toll Free) or by email at DG.LM-EMEA@bofa.com.

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any Notes. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a different kind of global biopharmaceutical leader, one that operates across the full spectrum of innovation to reliably deliver medicines to patients worldwide. For over 120 years, Teva’s commitment to bettering health has never wavered. Today, the company’s global network of capabilities enables its 37,000 employees across 57 markets to advance health by developing medicines for the future while championing the production of generics and biologics. We are dedicated to addressing patients’ needs, now and in the future. Moving forward together with science that treats, inspired by the people we serve.

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: settlement of the tender offers 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 may result in a further downgrade of our credit ratings; our inability to raise debt or borrow funds in amounts or on terms that are favorable to us; and other factors discussed in our Quarterly Report on Form 10-Q for the first quarter of 2025, our Annual Report on Form 10-K for the year ended December 31, 2024, including the sections thereof captioned “Risk Factors” and “Forward Looking Statements,” and other filings with the SEC, 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. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

Teva Media Inquiries:
TevaCommunicationsNorthAmerica@tevapharm.com

Teva Investor Relations Inquires
TevaIR@Tevapharm.com

FAQ

What is the total value of Teva's (TEVA) debt tender offer?

Teva's debt tender offer includes three pools with caps of $1.55 billion, $350 million, and $400 million, totaling approximately $2.3 billion equivalent.

When is the settlement date for Teva's debt tender offer?

The Initial Settlement Date is expected to occur on June 5, 2025, which is the third business day after the Early Tender Time.

Which notes will be accepted in Teva's tender offer?

Notes with Acceptance Priority Level 4 will be accepted in full, while those with levels 1, 2, and 5 will be accepted with proration factors of 60.74999%, 39.4586%, and 36.663% respectively. Notes with Priority Levels 3 and 6 will not be accepted.

What is the Early Tender Premium for Teva's notes?

The Early Tender Premium is $50.00 per $1,000 principal amount for USD notes and €50.00 per €1,000 principal amount for EUR notes.

When will Teva's tender offer expire?

The offer will expire at 5:00 p.m., Eastern Time, on Tuesday, June 17, 2025, although further tenders will not be accepted as Teva intends to accept the Total Maximum Amount on the Initial Settlement Date.