Commentary & Deal Flow

Teva Pharmaceutical Finance Netherlands II BV/Teva Pharmaceutical Finance Netherlands III BV/Teva Pharmaceutical Finance Netherlands IV BV (TEVA) approx US$2.235bn (up from US$2bn) equivalent (US$/EUR) SEC registered sr notes 3-part. Ba1/BB/BB+ (sable/positive/stable). Off the shelf. EUR notes list Dublin. NY law. Settles 05/28 (T+5).

- US$700m (up from US$500m) due 12/01/30 (5.5y). NCL (MWC T+50bp) (3mo par call). Via BNP/BofA/HSBC/IMI/JPM (B&D) jt active books/Citi/GS/Mizuho/MUFG/PNC jt pasive books. Semi-annual pay (30/360). EUR notes list Dublin. NY law. ISIN: US881937AA41. IPT: low 6. Price talk: 6.00% area. Launched: US$700m at 5.75% to yield 5.875%. Priced: 5.75% at 99.418, yield 5.875%. +181bp vs 3.875% 04/30/30.

- US$500m due 12/01/32 (7.5y). NCL (MWC T+50bp) (3mo par call). Via BNP/BofA/HSBC/IMI/JPM (B&D) jt active books/Citi/GS/Mizuho/MUFG/PNC jt passive books. Semi-annual pay (30/360). ISIN: US88167AAT88. IPT: +25bp vs 5.5y tranche. Price talk: +25bp vs 5.5y tranche. Launched: US$500m at 6.00% to yield 6.125%. Priced: 6.00% at 99.256, yield 6.125%. +186bp vs 4.00% 04/30/32.

- EUR1bn (up from EUR900m) due 06/01/31 (6y). NCL (MWC B+50bp) (3mo par call). Via BNP (B&D)/BofA/HSBC/IMI/JPM jt active books/Citi/GS/Mizuho/MUFG/PNC jt pasive books. Annual pay (30/360). ISIN: XS3081797964. IPT: mid-high 4s. Price talk: 4.25%-4.50%. Launched: EUR1bn at 4.125% to yield 4.25%. Priced: 4.125% at 99.349, yield 4.25%. +199bp vs DBR 0% 08/15/31.

Roadshow (electronic and in-person in London at the London Hilton Park Lane) 05/19-20 (investor call at 10am NYT/3pm UKT 05/19). Books closed 10:30am NYT/3:30pm UKT 05/20. UOP: along with US$17m cash on hand, to fund the partial waterfall tender offer for a series of its sr notes (Pool 1 - US$1.55bn tender cap - US$3.377644bn 3.150% Senior Notes due 2026 ($981.50 total considerations including $50 early tender premium), priority 1; Pool 2 US$250m equivalent tender cap across the pool - US$1bn 4.750% Sustainability-Linked Senior Notes due 2027 ($997.50 total consideration including $50 early tender premium), priority 2, EUR1.1bn 3.750% Sustainability-Linked Senior Notes due 2027 (EUR1,013.50 total consideration, including EUR93.50 early tender premium), priority 3, and US$600m 7.875% Sustainability-Linked Senior Notes due 2029 (total consideration T+135bp, includes $50 early tender premium), priority 4; Pool 3 - US$200m equivalents tender cap - EUR800m 7.375% Sustainability-Linked Senior Notes due 2029 (total consideration IRSB+150bp, includes EUR50 early tender premium), priority 5, and US$500m 8.125% Sustainability-Linked Senior Notes due 2031 (total consideration T+155bp, includes $50 early tender premium), priority 6) for a maximum combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $2bn (equivalent). Biz: develops, manufactures and markets generic and branded pharmaceuticals. HQ: Tel Aviv, Israel.