Commentary & Deal Flow

Teva Pharmaceutical Finance Netherlands II BV/Teva Pharmaceutical Finance Netherlands III BV (TEVA) approx US$2.49bn (up from US$2.060bn) equivalent SEC registered sustainability-linked sr notes four-part. Ba2/BB-/BB- (stable/positive/stable). Via Citi (B&D EUR)/GS (B&D US$)/Mizuho/MUFG/PNC jt active books/BNP/BofA/HSBC/IMI-Intesa/JPM jt passive books. Off the shelf. EUR notes list Dublin. NY law. Pays March 15 and Sept 15, starting 09/15/23. Settles 03/09 (T+6).

- US$600m (up from US$500m) due 09/15/29 (6.5y). NCL (MWC T+50bp) (3mo par call). CUSIP: 88167AAS0. CUSIP: IPT: 8% area. Px talk: 7.875%-8.125%. Revised px talk: US$600m at 7.875%. Priced: 7.875% at 100. +366bp vs 3.875% 09/30/29.

- US$500m due 09/15/31 (8.5y) NCL (MWC T+50bp) (3mo par call). CUSIP: 88167AAR2. IPT: low 8s. Px talk: 8.125%-8.375%. Revised px talk: US$500m at 8.125%. Priced: 8.125% at 100. +413bp vs 1.375% 09/15/31.

- EUR800m (up from EUR500m) due 09/15/29 (6.5y). NCL (MWC B+50bp) (3mo par call). ISIN: XS2592804434. IPT: high 7s. Px talk: 7.50%-7.75%. Revised px talk: EUR800m at 7.375%-7.50%. Priced: 7.375% at 100. +464.5bp vs DBR 0.0% 08/15/29.

- EUR500m due 09/15/31 (8.5y). NCL (MWC B+50bp) (3mo par call). ISIN: XS2592804194. IPT: low 8s. Px talk: 8.00%-8.25%. Revised px talk: EUR500m at 7.875%-8.00%. Priced: 7.875% at 100. +520.4bp vs DBR 0.00% 08/15/31.

Trigger Event and SPTs: A Trigger Event occurs if one or more Sustainability Performance Targets are not achieved: SPT 1.a: Increase the cumulative number of new regulatory submissions in LMICs on the WHO EML across the 6 key TAs by 150% in 2022-2025 vs 2017-2020; SPT 1.b: Increase access to medicine program product volume by 150% in 2025 compared to 2020 through four access to medicine programs, including donations and social business in LMICs on the WHO EML across the six key TAs; SPT 2.a: 25% reduction in absolute Scope 1 and 2 Greenhouse Gas (GHG) emissions by 2025 (vs 2019 baseline).

Testing Date: 31 December 2025; Step-Up Margin: 10bps per KPI (maximum 30bps step-up per tranche); Step-Up Effective Date: If applicable, first step-up payable March 2027 (with interest accruing from Sept-26).

Maximum Accumulated Step-up Amount: EUR 6.5y - Applicable for 6 semi-annual coupons, total max. accumulated penalty 90bps; EUR 8.5y - Applicable for 10 semi-annual coupons, total max. accumulated penalty 150bps; US$ 6.5y Applicable for 6 semi-annual coupons, total max. accumulated penalty 90bps; US$ 8.5y - Applicable for 10 semi-annual coupons, total max. accumulated penalty 150bps.

Roadshow (in-person) and calls 02/27-28. GS is coordinating logistics. Group Meetings: European In-Person Investor Meeting/Call Mon 02/27 at 10:30 GMT. Also small in-person and Zoom meetings available Mon and Tues. US Investor Call: Mon 02/27 at 15:00 GMT/10:00 ET. Books closed at 1pm UKT / 8am NYT today. Reconfirms were due 3:30pm UKT/10:30am NYT today.

UOP: along with US$207m cash on hand, to fund the waterfall tender offer for up to US$2.25bn of a series of its near term (2023-2026) sr notes (Citi/GS/Mizuho/MUFG/PNC dealer managers. Biz: develops, manufactures and markets generic and branded pharmaceuticals. HQ: Tel Aviv, Israel.