Post by highskier on Sept 18, 2018 16:08:14 GMT
Teva Announces Early Results of Debt Tender Offer and Election of Early Settlement
[Business Wire]Business WireSeptember 18, 2018
JERUSALEM--(BUSINESS WIRE)--
Teva Pharmaceutical Industries Ltd. (TEVA) announced today the early tender results in connection with its previously announced tender offers (the “Offers”) to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $400 million (the “Maximum Amount”) a portion of the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva:
1.700% Senior Notes due 2019, CUSIP 88167A AB7 / ISIN US88167AAB70, issued by Teva Pharmaceutical Finance Netherlands III B.V. (the “Priority 1 Notes”);
0.375% Senior Notes due 2020, ISIN XS1439749109, issued by Teva Pharmaceutical Finance Netherlands II B.V. (the “Priority 2 Notes”), and
2.250% Senior Notes due 2020, CUSIP 88166H AD9 / ISIN US88166HAD98, issued by Teva Pharmaceutical Finance IV, LLC (the “Priority 3 Notes” and together with the Priority 1 Notes and Priority 2 Notes, the “Notes”).
Teva is engaging in the Offers to reduce its total debt and decrease its overall interest expense. Teva expects to fund the Offers with available cash on hand.
The respective principal amounts of all series of Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on September 17, 2018 (the “Early Tender Time”) are specified in the table below. Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will receive the applicable “Total Consideration,” which includes an early tender premium of $50 per $1,000 or €50 per €1,000, as applicable, principal amount of the Notes accepted for purchase (the “Early Tender Premium”).
Title of
Notes Issuer CUSIP / ISIN
Number
Principal
Amount
Outstanding
Principal Amount
Tendered
Tender Cap
(principal amount)
Acceptance
Priority Level
Total
Consideration
(1)(2)
1.700% Senior
Notes due
2019
Teva Pharmaceutical
Finance Netherlands III
B.V.
88167A AB7 /
US88167AAB70
$2,000,000,000 $604,887,000 $300,000,000 1 $987.50
0.375% Senior
Notes due
2020
Teva Pharmaceutical
Finance Netherlands II
B.V.
XS1439749109
€1,750,000,000 €369,534,000 €100,000,000 2 €987.50
2.250% Senior
Notes due
2020
Teva Pharmaceutical
Finance IV, LLC
88166H AD9 /
US88166HAD98
$700,000,000 $116,546,000 $50,000,000 3 $977.50
(1) Excludes accrued and unpaid interest, which also will be paid.
(2) Includes the Early Tender Premium.
Subject to the terms and conditions of the Offers, Teva expects that it will accept for purchase Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time for a combined aggregate purchase price (exclusive of accrued and unpaid interest) equal to the Maximum Amount. The settlement for the Notes accepted by Teva in connection with the Early Tender Time is expected to take place on Thursday, September 20, 2018 (the “Settlement Date”). The amount of each series of Notes that is to be purchased on the Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated September 4, 2018 (the “Offer to Purchase”), subject in each case to the Maximum Amount and the applicable Tender Cap. It is expected that Priority 1 Notes will be subject to a proration factor of approximately 50% and Priority 2 Notes will be subject to a proration factor of approximately 21%. The Company will purchase approximately $300 million aggregate principal amount of the Priority 1 Notes and approximately €89.8 million aggregate principal amount of the Priority 2 Notes. No Priority 3 Notes will be purchased pursuant to the Offers. Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the Settlement Date.
The Withdrawal Deadline has passed and has not been extended. Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law.
The Offers will expire at 11:59 p.m., New York City time, on October 1, 2018, 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 Maximum Amount on the Settlement Date, further tenders of Notes prior to the Expiration Time will not be accepted for purchase.
Teva’s obligation to accept for payment and to pay for the Notes validly tendered in the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase. Teva reserves the right, subject to applicable law and the terms of the Offers, to waive any and all conditions to the Offers or to otherwise amend, extend or terminate the Offers in any respect.
Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are acting as Dealer Managers for the Offer. 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 (866) 796-3441 (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: sites.dfkingltd.com/teva. Questions regarding the Offers should be directed to Mizuho Securities USA LLC, Liability Management Group, at (866) 271-7403 (toll-free), (212) 205-7736 (collect) or +44 20-7090-6673 (UK) and Morgan Stanley & Co. LLC, Liability Management Group, at (800) 624-1808 (toll-free), (212) 761-1057 (collect) or +44 20-7677-7799 (UK).
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.