Teva Pharmaceutical Industries Limited (NYSE: 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.
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and conditions of the Offers, Teva expects that it will accept for purchase Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time for a combined aggregate purchase price (exclusive of accrued and unpaid interest) equal to the Maximum Amount.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.
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