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TEVA PHARMACEUTICAL INDUSTRIES LIMITED (Exact Name of Registrant As Specified in Its Charter)

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TEVA PHARMACEUTICAL INDUSTRIES LIMITED (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2019 TEVA PHARMACEUTICAL INDUSTRIES LIMITED (Exact Name of registrant as specified in its charter) Israel 001-16174 Not Applicable (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5 Basel Street P.O. Box 3190 Petach Tikva 4951033, Israel (Address of Principal Executive Offices, including Zip Code) +972-3-914-8171 (Registrant’s Telephone Number, including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement Revolving Credit Agreement On April 8, 2019, Teva Pharmaceutical Industries Ltd. (“ Teva ”) and certain of its subsidiaries entered into a $2.3 billion senior unsecured revolving credit agreement (the “ Revolving Credit Agreement ”) with a syndicate of banks, arranged by Bank of America Merrill Lynch International Designated Activity Company and HSBC Bank plc, as Coordinating Bookrunners and Mandated Lead Arrangers, Barclays Bank PLC, BNP Paribas Dublin Branch, Citibank, N.A., London Branch, Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and PNC Bank National Association, as Bookrunners & Mandated Lead Arrangers, Banca IMI, as Lead Arranger, and Bank of America, N.A., as Administrative Agent. The Revolving Credit Agreement provides for two separate tranches of commitments, a $1.15 billion Tranche A and a $1.15 billion Tranche B, and loans and letters of credit will be available from time to time under each tranche for Teva’s general corporate purposes. Tranche A has a maturity date of April 8, 2022, with two one year extension options, and will bear interest at LIBOR plus a margin ranging from 0.900% to 1.900% based on Teva’s credit rating from time to time. Tranche B has a maturity date of April 8, 2024, and will bear interest at LIBOR plus a margin ranging from 1.100% to 2.100% based on Teva’s credit rating from time to time. The commitments under each Tranche will also be subject to a commitment fee on undrawn amounts ranging from (i) in the case of Tranche A commitments, 0.225% to 0.570% and (ii) in the case of Tranche B commitments, 0.275% to 0.630%, in each case, based on Teva’s credit rating from time to time. Funding of the loans under the Revolving Credit Agreement is subject to customary drawdown conditions. The Revolving Credit Agreement contains certain customary affirmative and negative covenants for facilities of this type, including certain reporting obligations and certain limitations on dispositions; mergers or consolidations; restricted payments; and limitations on liens, encumbrances and certain indebtedness. The Revolving Credit Agreement contains two financial maintenance covenants, (i) a maximum leverage ratio stepping down from 6.25x to 3.50x over the life of the facility and (ii) a static minimum interest coverage ratio of 3.50x. The Revolving Credit Agreement also contains customary events of default, including non-compliance with one or more of the covenants. In connection with entry into the Revolving Credit Agreement, Teva’s existing $3.0 billion senior unsecured revolving credit agreement will be terminated. The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. ITEM 9.01 Financial Statements and Exhibits (d) Exhibits EXHIBITS 10.1 Senior Unsecured Revolving Credit Agreement, dated as of April 8, 2019, by and among Teva Pharmaceutical Industries Limited, Teva Pharmaceuticals USA, Inc., Teva Pharmaceutical Finance Netherlands III B.V., Teva Pharmaceutical Finance Netherlands II B.V., Bank of America, N.A. and the lenders party thereto. 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, thereunto duly authorized. TEVA PHARMACEUTICAL INDUSTRIES LTD. By: /s/ Michael McClellan Name: Michael McClellan Title: Executive Vice President and Chief Financial Officer Date: April 10, 2019 Exhibit 10.1 EXECUTION VERSION US$2,300,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of April 8, 2019 among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, TEVA PHARMACEUTICALS USA, INC., TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V. and TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V., as Borrowers, THE LENDERS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY AND HSBC BANK PLC, as Coordinating Bookrunners & Mandated Lead Arrangers, BARCLAYS BANK PLC, BNP PARIBAS DUBLIN BRANCH, CITIBANK, N.A., LONDON BRANCH, CREDIT SUISSE LOAN FUNDING LLC, GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MORGAN STANLEY SENIOR FUNDING, INC., MUFG BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION AND PNC BANK NATIONAL ASSOCIATION, as Bookrunner & Mandated Lead Arrangers, and BANCA IMI, as Lead Arranger Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom www.bakermckenzie.com Table of contents ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 27 Section 1.03 Accounting Terms; GAAP 28 Section 1.04 Resolution of Drafting Ambiguities 29 ARTICLE 2 THE CREDITS 29 Section 2.01 Commitments 29 Section 2.02 Loans 29 Section 2.03 Requests for Loans 30 Section 2.04 Funding of Loans 31 Section 2.05 Interest Elections 32 Section 2.06 Termination and Reduction of Commitments 33 Section 2.07 Repayment of Loans; Evidence of Debt 34 Section 2.08 Prepayment of Loans 36 Section 2.09 Fees 37 Section 2.10 Interest 38 Section 2.11 Alternate Rate of Interest 40 Section 2.12 Increased Costs 41 Section 2.13 Illegality 42 Section 2.14 Break Funding Payments 43 Section 2.15 Taxes 44 Section 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 48 Section 2.17 Mitigation Obligations; Replacement of Lenders 50 Section 2.18 Swingline Loans 52 Section 2.19 Letters of Credit 54 Section 2.20 Defaulting Lenders 60 Section 2.21 Joint and Several Liability of Borrowers 63 Section 2.22 Successor LIBOR 65 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 66 Section 3.01 Organization; Powers 66 Section 3.02 Authorization; Enforceability 67 i Section 3.03 Approvals; No Conflicts 67 Section 3.04 Financial Condition; No Material Adverse Change 67 Section 3.05 Litigation 68 Section 3.06 Environmental Matters 68 Section 3.07 Disclosure 68 Section 3.08 Solvency 68 Section 3.09 ERISA 68 Section 3.10 Investment Company Status 68 Section 3.11 Margin Securities 69 Section 3.12 Properties 69 Section 3.13 Compliance with Laws and Agreements 69 Section 3.14 Sanctions; Anti-Corruption Laws 69 Section 3.15 FATF 70 Section 3.16 Taxes 70 Section 3.17 Pari Passu Ranking 70 Section 3.18 Permits, Etc. 70 Section 3.19 Insurance 70 Section 3.20 No Filing or Stamp Tax 70 Section 3.21 No Loan Parties are EEA Financial Institutions 71 ARTICLE 4 CONDITIONS 71 Section 4.01 Effective Date 71 Section 4.02 Each Credit Event 72 ARTICLE 5 AFFIRMATIVE COVENANTS 73 Section 5.01 Financial Statements and Other Information 73 Section 5.02 Notices of Material Events 74 Section 5.03 Existence; Conduct of Business 75 Section 5.04 Payment of Taxes 75 Section 5.05 Maintenance of Properties; Insurance 75 Section 5.06 Books and Records; Inspection Rights 75 Section 5.07 Compliance with Laws 76 Section 5.08 Use of Proceeds 76 Section 5.09 Environmental Laws, Etc. 76 ii Section 5.10 Ratings 76 Section 5.11 Sanctions; Anti-Corruption Laws 76 ARTICLE 6 NEGATIVE COVENANTS 76 Section 6.01 Fundamental Changes and Asset Sales 77 Section 6.02 Fiscal Year and Accounting 78 Section 6.03 Negative Pledge 78 Section 6.04 Financial Covenants 80 Section 6.05 Capital Markets Indebtedness 81 Section 6.06 Sanctions; Anti-Corruption Laws; Use of Proceeds 82 Section 6.07 FATF 82 ARTICLE 7 EVENTS OF DEFAULT 82 Section 7.01 Events of Default 82 ARTICLE 8 THE ADMINISTRATIVE AGENT 85 Section 8.01 Appointment and Authority 85 Section 8.02 Administrative Agent Individually 85 Section 8.03 Duties of Administrative Agent; Exculpatory Provisions 86 Section 8.04 Reliance by Administrative Agent, Etc.
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