Bank of China contributes $100 million to $2.5 billion syndicated loan tranche (‘Tranche B’) for Teva Pharmaceutical to acquire global generics business and certain other assets of Allergan plc (Linked to Project ID#92412 and ID#92417)

On November 16, 2015, a syndicate of banks signed a $5 billion term loan credit agreement with Teva Pharmaceutical Industries Limited and five of its subsidiaries (Teva Pharmaceutical USA, Inc., Teva Pharmaceutical Finance Netherlands III B.V., Teva Finance Services B.V., Teva Finance Services II B.V., and Teva Capital Services Switzerland GMBH). The borrower was expected to use the proceeds of the $5 billion loan to acquire the global generics business and certain other assets of Allergan plc. The term loan credit agreement provides for two tranches of term loans. The first tranche of $2.5 billion (Tranche A) carried a maturity date of November 16, 2018, and an interest rate of LIBOR plus a margin ranging from 1.000% to 1.375% (based on Teva’s credit rating from time to time). The second tranche of $2.5 billion (Tranche B) carried a maturity date of November 16, 2020 and an interest rate of LIBOR plus a margin ranging from 1.125% to 1.500% (based on Teva’s credit rating from time to time). Principal installments of $250 million, $250 million, $500 million and $500 million under the second tranche were due and payable on the first, second, third and fourth anniversaries, respectively, of the funding of the term loan credit agreement, with the balance due at maturity. Funding of the loans under the term loan credit agreement was subject to various conditions, including the acquisition being consummated substantially contemporaneously with the borrowing. Participants in Tranche A include Banco Bilbao Vizcaya Argentaria, S.A. New York Branch; Bank of America Merrill Lynch International Limited; Bank of China (Luxembourg) S.A.; Barclays Bank PLC; BNP Paribas Fortis S.A/N.V.; Citibank, N.A.; Crédit Industriel et Commercial, London Branch; Crédit Industriel et Commercial, New York Branch; Credit Suisse AG, Cayman Islands Branch; Commerzbank AG, New York Branch; DNB Capital LLC; HSBC Bank PLC; Intesa Sanpaolo S.P.A.; Lloyds Bank plc; Mizrahi Tefahot Bank Limited; Mizuho Bank, Ltd.; Morgan Stanley Bank, N.A.; Morgan Stanley Senior Funding, Inc.; PNC Bank, National Association; Royal Bank of Canada; Sumitomo Mitsui Banking Corporation; TD Bank, N.A.; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Scotiabank (Ireland) Limited; and Scotiabank Europe plc. Bank of China contributed $100 million to Tranche A, which is captured via Project ID#92412. Participants in Tranche B include Banco Bilbao Vizcaya Argentaria, S.A. New York Branch; Bank of America Merrill Lynch International Limited; Bank of China (Luxembourg) S.A.; Barclays Bank PLC; BNP Paribas Fortis S.A/N.V.; Citibank, N.A.; Crédit Industriel et Commercial, London Branch; Crédit Industriel et Commercial, New York Branch; Credit Suisse AG, Cayman Islands Branch; Commerzbank AG, New York Branch; DNB Capital LLC; HSBC Bank PLC; Intesa Sanpaolo S.P.A.; Lloyds Bank plc; Mizrahi Tefahot Bank Limited; Mizuho Bank, Ltd.; Morgan Stanley Bank, N.A.; Morgan Stanley Senior Funding, Inc.; PNC Bank, National Association; Royal Bank of Canada; Sumitomo Mitsui Banking Corporation; TD Bank, N.A.; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; and Scotiabank (Ireland) Limited. Bank of China contributed $100 million to Tranche B, which is captured via Project ID#92415. On November 16, 2015, Teva Pharmaceutical Industries Limited and five of its subsidiaries (Teva Pharmaceutical USA, Inc., Teva Pharmaceutical Finance Netherlands III B.V., Teva Finance Services B.V., Teva Finance Services II B.V., and Teva Capital Services Switzerland GMBH) also entered into a $4.5 billion senior unsecured revolving credit agreement with a syndicate of banks. Under the revolving credit agreement, loans and letters of credit will be available from time to time for approximately five years from the signing date for general corporate purposes, including permitted acquisitions. Loans under the five-year, Revolving Credit Agreement carried interest at LIBOR/EURIBOR plus a margin ranging from 1.000% to 1.375% (based on Teva’s credit rating from time to time). Participants in the syndicate included Bank of America Merrill Lynch International Limited, Barclays Bank PLC, BNP Paribas, Citibank, N.A., London Branch, Credit Suisse Securities (USA) LLC, HSBC Bank plc, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., RBC Capital Markets and Sumitomo Mitsui Banking Corporation, as Bookrunners and Mandated Lead Arrangers, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of China (Luxembourg) S.A., Commerzbank AG, New York Branch, Intesa Sanpaolo S.P.A., Lloyds Bank plc, PNC Bank, National Association, The Toronto-Dominion Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia and Scotiabank Europe plc, as Mandated Lead Arrangers, and Crédit Industriel et Commercial, London Branch and Crédit Industriel et Commercial, New York Branch, as Lead Arrangers, and Citibank, N.A. Bank of China’s contributed $200 million to the $4.5 billion senior unsecured revolving credit agreement, which is captured via Project ID#92417. In August 2016, Teva Pharmaceutical Industries Ltd announced that it had completed its acquisition of Allergan plc’s generics business (Actavis Generics) for $40 billion.

Additional details

1. Teva Pharmaceutical Industries Ltd. (also known as Teva Pharmaceuticals) is an Israeli multinational pharmaceutical company with headquarters in Petah Tikva, Israel. It specializes primarily in generic drugs, but other business interests include active pharmaceutical ingredients and, to a lesser extent, proprietary pharmaceuticals. Until 2020, Teva Pharmaceuticals was the largest generic drug manufacturer, when it was surpassed by US-based Pfizer. Overall, Teva is the 18th largest pharmaceutical company in the world. Teva's facilities are located in Israel, North America, Europe, Australia, and South America. Teva shares are listed on the Tel Aviv Stock Exchange. The company is a member of the Pharmaceutical Research and Manufacturers of America (PhRMA). 2. Teva Pharmaceutical Industries Limited. Is an Israeli company registered under no 52-0013-954, the registered address of which is at Har Hozvim, Jerusalem, Israel. Teva Pharmaceutical USA, INC. is a Delaware corporation, the principal office of which is at 1090 Horsham Road, North Wales, Pennsylvania, United States of America. Teva Pharmaceutical Finance Netherlands III B.V. is a besloten vennootschap incorporated under the laws of the Netherlands, with its official seat (statutaire zetel) in Amsterdam, the Netherlands and the registered address of which is Piet Heinkade 107, 1019GM Amsterdam, registered with the Dutch trade register under number 855546876. Teva Finance Services B.V. is a Curaçao company registered under no. 105859 (0), the registered address of which is at Schout Bij Nacht Doormanweg 40, Curaçao. TEVA Finance Services II B.V. is a Curaçao company registered under no. 119570 (0), the registered address of which is at Schout Bij Nacht Doormanweg 40, Curaçao. Teva Capital Services Switzerland GMBH is a company organized under the laws of Switzerland, registered under number CHE-113.868.008. 3. The term loan agreement can be accessed in its entirety via https://www.sec.gov/Archives/edgar/data/818686/000119312515380854/d67104dex991.htm. The senior unsecured revolving credit agreement can be accessed in its entirety via https://www.sec.gov/Archives/edgar/data/818686/000119312515380854/d67104dex992.htm. 4. AidData has estimated the all-in interest rate (1.7935%) of Tranche A by adding 1.1875% (the midpoint between 1.000% and 1.375%) to average 6-month LIBOR (0.606%) in November 2015. AidData has estimated the all-in interest rate (1.9185%) of Tranche B by adding 1.3125% (the midpoint between 1.125% and 1.500%) to average 6-month LIBOR (0.606%) in November 2015. AidData has estimated the all-in interest rate (1.7935%) of the revolving credit facility by adding 1.1875% to average 6-month LIBOR (0.606%) in November 2015

Number of official sources

5

Number of total sources

8