Leading global law firm, Baker McKenzie has advised the syndicate of 10 underwriters on the multi-tranche USD 5 billion (equivalent) (upsized from USD 4 billion) debut sustainability-linked four tranche high yield bond offering by certain subsidiaries of Teva Pharmaceutical Industries Limited. The Notes were SEC registered.
The deal represented the largest-ever offering of Sustainability-Linked Notes, and the first-ever issued by a generic medicine company. The transaction marks Teva’s debut into Sustainable Finance and is tied to targets that include improving access to medicines in low- and middle-income countries (LMICs) and reducing greenhouse gas (GHG) emissions.
BNP Paribas, BofA Securities, HSBC and J.P. Morgan acted as active joint book-running managers, Citigroup, Goldman Sachs Bank Europe SE, Mizuho Securities and MUFG acted as passive joint book-running managers and IMI-Intesa Sanpaolo and PNC Capital Markets LLC acted as co-managers. BNP Paribas and HSBC acted as Sustainability-Linked Notes Structuring Agents.
Concurrently with the bond offering, Teva ran a successful 6-tiered priority acceptance tender offer to purchase up to USD 4.0 billion (upsized from $3.5 billion) of certain of its other outstanding bonds. Affiliates of the active joint book-running managers acted as dealer managers in the tender offer.
The Baker McKenzie team was led by London-based High Yield Capital Markets & Leveraged Finance partners David Becker, Rob Mathews and Haden Henderson, and senior associate Ben Bierwirth, supported by, associate Sang Won Koo and trainees Olivia Wells and Henry Gee. Other team members included partners Jeremy Moore (Houston), Creighton Macy (Washington), Jeffrey Martino (New York), Barry Thompson (Los Angeles), Kai Kramer (Houston), Patricia McDonald (Chicago) and Philippe Steffens (Amsterdam), of counsels Fons Ravelli (Amsterdam) and Sven Bates (London), and associates Marisa Bakker (Washington), Thomas Tysowsky (Los Angeles), Patrick Renckly (Houston), Puck van der Hurst (Amsterdam), Jot Van Suijlen (Amsterdam), Jorn Nagtegaal (Amsterdam), Audrey van Duyn (New York) and Kelton Basirico (Los Angeles). The Israeli law firm Herzog, Fox & Neeman advised the initial purchasers, bookrunners and managers on matters related to Israeli law on this series of transactions, with a team led by partners Allan Sacks and Ron Ben-Menachem, and associates Shiri Cohen and Raz Meltzer.
The Baker McKenzie team has a long history acting for underwriters, initial purchasers, lenders and other financial advisors to Teva, across Teva’s capital structure.
High Yield Capital Markets & Leveraged Finance partner David Becker said: “It has been a pleasure working with Teva and its financial advisors on this transformative milestone transaction, which reflects Teva’s strong ESG commitment and dynamic management of their capital structure.”
The bond offering closed on November 9, 2021 and the early settlement date of the tender offer was November 12, 2021.
