Teva Pharmaceutical Industries Limited filed SEC Form 8-K: Regulation FD Disclosure
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| Item 7.01. | Regulation FD Disclosure. |
On May 20, 2025, Teva Pharmaceutical Industries Limited (the “Company”) issued a press release announcing the pricing of the Securities (as defined below). A copy of the related press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished to the Securities and Exchange Commission (the “Commission”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
| Item 8.01 | Other Events |
On May 20, 2025, Teva Pharmaceutical Finance Netherlands II B.V. (“Teva Finance II”), Teva Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III”), Teva Pharmaceutical Finance Netherlands IV B.V. (“Teva Finance IV” and together with Teva Finance II and Teva Finance III, the “Issuers”) and, the Company, as guarantor, entered into an underwriting agreement (the “Underwriting Agreement”) with BNP PARIBAS, BNP Paribas Securities Corp., BofA Securities Europe SA, BofA Securities, Inc. HSBC Continental Europe, HSBC Bank plc, Intesa Sanpaolo S.p.A. and J.P. Morgan SE, as representatives for the underwriters named in Schedule 1 annexed thereto (the “Underwriters”), providing for the offer and sale by Teva Finance II of €1,000,000,000 aggregate principal amount of 4.125% Senior Notes due 2031 (the “Euro Notes”), providing for the offer and sale by Teva Finance III of $500,000,000 aggregate principal amount of 6.000% Senior Notes due 2032 (the “2032 USD Notes”) and providing for the offer and sale by Teva Finance IV of $700,000,000 aggregate principal amount of 5.750% Senior Notes due 2030 (the “2030 USD Notes” and, together with the 2032 USD Notes and the Euro Notes, the “Securities”). The sale of the Securities is expected to close on May 28, 2025. The offering of the Euro Notes was priced at 99.349% of the €1,000,000,000 principal amount of the Euro Notes to be issued. The offering of the 2032 USD Notes was priced at 99.256% of the $500,000,000 principal amount of the 2032 USD Notes to be issued. The offering of the 2030 USD Notes was priced at 99.418% of the $700,000,000 principal amount of the 2030 USD Notes to be issued.
The offering of the Securities was registered under the Securities Act of 1933, as amended (the “Securities Act”), and is being made pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-284770) and the prospectus included therein (the “Registration Statement”), filed by the Company with the Commission on February 7, 2025, and the prospectus supplement relating thereto, dated May 19, 2025, and filed with the Commission on May 19, 2025 pursuant to Rule 424(b)(5) promulgated under the Securities Act. The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Issuers. It also provides for customary indemnification by each of the Company, the Issuers and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the copy thereof which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit | ||
| 1.1 | Underwriting Agreement, dated as of May 20, 2025, among the Issuers, the Company, BNP PARIBAS, BNP Paribas Securities Corp., BofA Securities Europe SA, BofA Securities, Inc., HSBC Bank plc, HSBC Continental Europe, Intesa Sanpaolo S.p.A. and J.P. Morgan SE as representatives for the underwriters named in Schedule 1 annexed thereto. | |
| 99.1 | Press Release dated May 20, 2025. | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 22, 2025
| TEVA PHARMACEUTICAL INDUSTRIES LIMITED | ||
| By: | /s/ Eli Kalif | |
| Name: | Eli Kalif | |
| Title: | Executive Vice President, Chief Financial Officer | |
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