Obbligazione Teva Pharma Industries 6% ( XS2083963236 ) in EUR

Emittente Teva Pharma Industries
Prezzo di mercato 100 EUR  ⇌ 
Paese  Israele
Codice isin  XS2083963236 ( in EUR )
Tasso d'interesse 6% per anno ( pagato 2 volte l'anno)
Scadenza 29/01/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Teva Pharmaceutical Industries XS2083963236 in EUR 6%, scaduta


Importo minimo 100 000 EUR
Importo totale 1 000 000 000 EUR
Descrizione dettagliata Teva Pharmaceutical Industries è una multinazionale farmaceutica israeliana che produce e commercializza farmaci generici e specialistici a livello globale.

Le bond Teva Pharmaceutical Industries, codice ISIN XS2083963236, è un'obbligazione emessa in Israele, denominata in EUR, con un valore nominale attuale del 100%, cedola del 6%, scadenza il 29/01/2025, frequenza di pagamento semestrale, dimensione totale dell'emissione di ?1.000.000.000 e taglio minimo di ?100.000.







THESE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES OF
ADMITTING THE NOTES TO THE OFFICIAL LIST AND TRADING ON THE GLOBAL
EXCHANGE MARKET OF THE IRISH STOCK EXCHANGE PLC
TRADING AS EURONEXT DUBLIN



LISTING PARTICULARS

dated November 26, 2019

of

Teva Pharmaceutical Finance Netherlands II B.V.

relating to its

1,000,000,000 6.000% Senior Notes due 2025

unconditionally guaranteed by

Teva Pharmaceutical Industries Limited


On November 25, 2019, Teva Pharmaceutical Finance Netherlands II B.V. ("Teva Finance II"), a
private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of the Netherlands, issued 1,000,000,000 6.000% Senior Notes due 2025
(common code: 208396323 (Rule 144A); 208396269 (Regulation S); ISIN: XS2083963236 (Rule
144A); XS2083962691 (Regulation S) (the "Notes").
Teva Pharmaceutical Industries Limited ("Teva"), an Israeli corporation organized and existing under
the Israeli Companies Law and the Israeli Companies Ordinance, fully and unconditionally guarantees
(the "Guarantee") on a senior unsecured basis the payment of principal, premium and interest and any
other amounts due on the Notes.
The Notes and the Guarantee are the unsecured senior obligations of Teva Finance II.
This document supplements, and should be read in conjunction with, the offering memorandum (the
"Offering Memorandum") dated November 19, 2019 attached hereto as Annex I, together with the
documents incorporated by reference into the Offering Memorandum. This document, the Offering
Memorandum and the documents incorporated by reference into the Offering Memorandum are
collectively referred to herein as the "Listing Particulars". Capitalized terms used in this document
and not defined herein shall have the meanings ascribed to them in the Offering Memorandum.
Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext
Dublin") for the approval of this document as Listing Particulars. Application has been made to
Euronext Dublin for the Notes to be admitted to the Official List and trading on the Global Exchange
Market which is the exchange regulated market of Euronext Dublin. The Global Exchange Market is
not a regulated market for the purposes of Directive 2014/65/EU.
These Listing Particulars are not a prospectus for the purposes of the Prospectus Regulation (or any
legislation which implements the Prospectus Regulation).


References in these Listing Particulars to "our", "we", "us" and similar terms refer to Teva and its
subsidiaries unless the context otherwise requires.
Teva Finance II and Teva accept responsibility for the information contained in these Listing
Particulars. To the best of the knowledge of Teva Finance II and Teva, having taken all reasonable care
to ensure that such is the case, the information contained in these Listing Particulars is in accordance
with the facts and does not omit anything likely to affect the import of such information.
The creation and issuance of the Notes have been authorized by Teva Finance II's board of directors by
resolution adopted on November 7, 2019. The giving of the guarantees has been authorized by Teva's
board of directors by resolution adopted on November 6, 2019.

SUMMARY
The Notes were issued under an Indenture, dated March 14, 2018, as supplemented by the Second
Supplemental Indenture, dated November 25, 2019.
The terms of the Notes are summarized in the Offering Memorandum. Such summaries are subject to,
and are qualified in their entirety by reference to, all the terms and conditions of the Notes as set out in
the Indenture and the global certificates representing the Notes.
The Notes and the Indenture are governed by, and construed in accordance with, the internal laws of
the State of New York.
THE ISSUER AND THE GUARANTOR
The Issuer
Teva Finance II is a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated on October 16, 2013 under the laws of the Netherlands. Teva Finance
II is registered with the trade register of the Dutch Chamber of Commerce under number 59012161.
The corporate seat of Teva Finance II is at Amsterdam, The Netherlands, and the registered address of
Teva Finance II is Piet Heinkade 107, 1019 GM, Amsterdam, The Netherlands. The telephone number
for Teva Finance II is +31 (0)20-2193000.
The Guarantor
Teva, an Israeli corporation organized and existing under the Israeli Companies Law and the Israeli
Companies Ordinance, was incorporated on February 13, 1944, and is the successor to a number of
Israeli corporations, the oldest of which was established in 1901. Teva's registration number at the
Israeli registrar of companies is 520013954. Teva's executive offices are located at 5 Basel Street, P.O.
Box 3190, Petach Tikva 4951033, Israel, and its telephone number is +972-3-914-8171.
Business Activities
Teva Finance II is an indirect wholly owned subsidiary of Teva and a special purpose financing entity
with no assets or business operations other than its entry into certain financing arrangements (including
the issuance of the Notes) and certain ancillary arrangements in connection therewith. Teva Finance II
is included in the consolidated audited financial statements of Teva and will be included in the
consolidated audited financial statements of Teva going forward.
Shareholding

2


The entire issued share capital of Teva Finance II is legally and beneficially owned and controlled
indirectly by Teva. The sole shareholder of Teva Finance II is Teva Pharmaceuticals Finance
Netherlands B.V., which is a direct wholly owned subsidiary of Teva Pharmaceuticals Europe B.V.,
which, in turn, is a direct wholly owned subsidiary of Teva. The rights of a shareholder in Teva Finance
II, Teva Pharmaceuticals Finance Netherlands B.V. and Teva Pharmaceuticals Europe B.V., are
contained in their respective articles of association and each of these companies will be managed by
their managing directors in accordance with those articles and the provisions of Dutch law.
Directors
Teva Finance II
Name
Position
David Vrhovec
Authorized Representative
Tomer Amitai
Authorized Representative







The business address of the managing directors of Teva Finance II is Piet Heinkade 107, 1019 GM
Amsterdam, The Netherlands.
Teva
Name
Position
Dr. Sol J. Barer
Chairman of the Board
Kare Schultz
President and CEO and Director
Rosemary A. Crane
Director
Amir Elstein
Director
Murray A. Goldberg
Director
Jean-Michel Halfon
Director
Gerald M. Lieberman
Director
Prof. Ronit Satchi-Finaro
Director
Roberto A. Mignone
Director
Dr. Perry D. Nisen
Director
Nechemia (Chemi) J. Peres
Director

The business address of each of the directors of Teva is 5 Basel Street, Petach Tikva, Israel, 4951033.
CONFLICTS
There are no potential conflicts of interest between any duties of the directors of Teva Finance II and
Teva and their private interests and/or other duties.

3


NO MATERIAL ADVERSE CHANGE
There has been no material adverse change in our prospects since December 31, 2018, which is the date
on which our most recent audited financial statements have been made publicly available.
Except as disclosed in our annual and quarterly reports, including in note 16 to our financial statements
for the quarterly period ended September 30, 2019, which are incorporated by reference into these
Listing Particulars, we are not, and during the previous 12 months have not been, involved in any other
governmental, legal or arbitration proceedings which may have or have had a significant effect on our
financial position or profitability, nor, so far as we are aware, is any such governmental, legal or
arbitration proceeding involving us pending or threatened.
There has been no significant change in the financial or trading position of Teva Finance II or Teva
since September 30, 2019.



4


ANNEX I
Offering Memorandum


5


IMPORTANT NOTICE: You must read the following before continuing. The following applies to the
offering memorandum (the "Offering Memorandum") attached to this e-mail, and you are therefore advised to
read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing
the Offering Memorandum, you agree to be bound by the following terms and conditions, including any
modifications to them, any time you receive any information from us as a result of such access.
The Offering Memorandum has been prepared in connection with the offer and sale of the securities
described therein. The Offering Memorandum and its contents are confidential and may not be distributed,
published or reproduced (in whole or in part) or disclosed by recipients to any other person.
THE ATTACHED OFFERING MEMORANDUM MAY NOT BE FORWARDED OR
DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. THE OFFERING MEMORANDUM MAY ONLY BE DISTRIBUTED TO
NON-U.S. PERSONS IN CONNECTION WITH AN "OFFSHORE TRANSACTION" AS DEFINED IN,
AND AS PERMITTED BY, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL
BUYERS ("QIBs") IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING
MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH
THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF NOTES
FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
Confirmation of your Representation: In order to be eligible to view the attached Offering Memorandum or
make an investment decision with respect to the securities, investors must be (i) non-U.S. persons outside the
United States (within the meaning of Regulation S under the Securities Act) or (ii) a QIB. By accepting this
e-mail and accessing the Offering Memorandum, you shall be deemed to have represented to us that you are a
non-U.S. person that is outside the United States or that you are a QIB; and that you consent to the delivery of
such Offering Memorandum by electronic transmission. You are reminded that the Offering Memorandum has
been delivered to you on the basis that you are a person into whose possession the Offering Memorandum may
be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not,
nor are you authorized to, deliver the Offering Memorandum to any other person or make copies of the Offering
Memorandum.
Under no circumstances shall the Offering Memorandum constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale
would be unlawful. If a jurisdiction requires that the offering and sale of the securities be made by a licensed
broker or dealer and the Initial Purchasers (as defined in the attached Offering Memorandum) or any affiliate of
theirs is a licensed broker or dealer in that jurisdiction, the offering and sale of the securities shall be deemed to
be made by them or such affiliate on behalf of the Issuer (as defined in the attached Offering Memorandum) in
such jurisdiction.
The Offering Memorandum is for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion
Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This document is directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons and will be
engaged in only with relevant persons.


The Offering Memorandum has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently neither the Initial Purchasers nor any person who controls them nor any director, officer, employee
nor agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of
any difference between the Offering Memorandum distributed to you in electronic format and the hard copy
version available to you on request from the Initial Purchasers. This document does not constitute or form part of
any offer or invitation to sell these securities or any solicitation of any offer to purchase these securities in any
jurisdiction where such offer or sale is not permitted.
Prohibition of Sales to EEA Retail Investors--The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes (a) a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and
(b) the expression "offered" includes the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. This Offering
Memorandum is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
MiFID II Product Governance / Professional Investors and ECPs Only Target Market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
The information in the Offering Memorandum is not complete and may be changed.


Offering Memorandum
Strictly Confidential
$2,100,000,000 (equivalent)
Teva Pharmaceutical Finance Netherlands II B.V.
1,000,000,000 6.000% Senior Notes due 2025
Teva Pharmaceutical Finance Netherlands III B.V.
$1,000,000,000 7.125% Senior Notes due 2025
Payment of principal and interest unconditionally guaranteed by
Teva Pharmaceutical Industries Limited
Teva Pharmaceutical Finance Netherlands II B.V. ("Teva Finance II") is offering 1,000,000,000 of its 6.000% Senior Notes due 2025 (the "Euro notes")
and Teva Pharmaceutical Finance Netherlands III B.V. ("Teva Finance III" and, together with Teva Finance II, the "Issuers") is offering $1,000,000,000 of its
7.125% Senior Notes due 2025 (the "USD notes" and, together with the Euro notes, the "notes").
The Euro notes will mature on January 31, 2025 and the USD notes will mature on January 31, 2025. Interest on the Euro notes will be payable semi-
annually in arrears on January 31 and July 31 of each year, beginning July 31, 2020 and interest on the USD notes will be payable semi-annually in arrears on
January 31 and July 31 of each year, beginning July 31, 2020. Payment of all principal and interest payable on the notes is unconditionally guaranteed by Teva
Pharmaceutical Industries Limited ("Teva"). The Euro notes will be issued only in fully registered form without coupons and in minimum denominations of
100,000 principal amount and whole multiples of 1,000 in excess of 100,000. The USD notes will be issued only in fully registered form without coupons and
in minimum denominations of $200,000 principal amount and whole multiples of $1,000 in excess of $200,000.
Teva Finance II and Teva Finance III may redeem the Euro notes and the USD notes, respectively, in whole or in part, at any time at a redemption price
equal to the greater of the principal amount of the Euro notes and the USD notes, respectively, and the applicable "make-whole" amount plus, in each case,
accrued and unpaid interest thereon, if any, to, but not including, the redemption date; provided that if Teva Finance II and Teva Finance III redeems the Euro
notes and the USD notes, respectively, on or after the applicable Par Call Date (as defined herein for such series), the redemption price shall be equal to 100% of
the principal amount of the Euro notes and the USD notes then outstanding to be redeemed plus accrued and unpaid interest thereon, if any, to, but not including,
the redemption date. See "Description of the Euro Notes and the Guarantee--Optional Redemption by the Issuer" and "Description of the USD Notes and the
Guarantee--Optional Redemption by the Issuer." The Euro notes and the USD notes may also be redeemed, in whole but not in part, at 100% of the aggregate
principal amount of such notes, plus accrued and unpaid interest, if any, at any time at Teva Finance II's or Teva Finance III's option, as applicable, or Teva's
option, solely upon the imposition of certain withholding taxes. See "Description of the Euro Notes and the Guarantee--Tax Redemption" and "Description of the
USD Notes and the Guarantee--Tax Redemption."
The Euro notes will be unsecured senior obligations of Teva Finance II, which is an indirect subsidiary of Teva, and the guarantee will be an unsecured
senior obligation of Teva. The USD notes will be unsecured senior obligations of Teva Finance III, which is an indirect subsidiary of Teva, and the guarantee will
be an unsecured senior obligation of Teva.
Investing in the notes involves risks. See "Risk Factors" beginning on page 12 of this offering
memorandum (this "Offering Memorandum").
Euro notes Offering Price: 100.000% plus accrued interest, if any, from November 25, 2019.
USD notes Offering Price: 100.000% plus accrued interest, if any, from November 25, 2019.
There are currently no public markets for the notes and the USD notes will not be listed on any securities exchange or included in any automated quotation
system. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU. We have agreed to file a registration statement pursuant
to which we will offer to exchange the notes for substantially identical notes registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). See "Exchange Offer; Registration Rights."
The notes have not been registered under the Securities Act or any state securities laws and the notes may not be offered or sold in the United States or to any
U.S. persons (as defined in Regulation S under the Securities Act ("Registration S")) unless the notes are registered under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act. Therefore, we are offering the notes only to persons reasonably believed to be "qualified
institutional buyers" under Rule 144A of the Securities Act ("Rule 144A") and to non-U.S. persons in offshore transactions in reliance on Regulation S under the
Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Notice to Investors" for additional information about eligible offerees and transfer
restrictions.
Teva's principal executive offices are located at 5 Basel Street, P.O. Box 3190, Petach Tikva 4951033, Israel, and our telephone number is +972-3-914-8171.
The Initial Purchasers (as defined herein) expect to deliver the USD notes to investors through the book-entry facilities of The Depository Trust Company
("DTC") and the Euro notes to investors through the facilities of Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System, and Clearstream
Banking, S.A. ("Clearstream"), in each case, on or about November 25, 2019.
Active Joint Book-Running Managers
BNP PARIBAS
Citigroup
Goldman Sachs International
Passive Joint Book-Running Managers
Barclays
BofA Securities
Credit Suisse
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
MUFG
SMBC Nikko
Co-Managers
Banca IMI
PNC Capital Markets LLC
The date of this Offering Memorandum is November 19, 2019.


NOTICE
You should rely only on the information contained in or incorporated by reference into this Offering
Memorandum. We have not authorized any dealer, salesperson or other person to provide any information or
represent anything to you other than the information contained or incorporated by reference into this Offering
Memorandum. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. Capitalized terms not otherwise defined in this Offering Memorandum are
defined under "Description of the Euro Notes and the Guarantee" and "Description of the USD Notes and the
Guarantee."
We are not, and BNP Paribas, BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Citigroup Global Markets Limited, Goldman Sachs International, Barclays Bank PLC, Barclays Capital Inc.,
BofA Securities, Inc., Credit Suisse Securities (Europe) Limited, Credit Suisse Securities (USA) LLC,
HSBC Bank plc, J.P. Morgan Securities plc, Merrill Lynch International, Mizuho International plc,
Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., MUFG Securities
EMEA plc, SMBC Nikko Capital Markets Limited Authorised and regulated by the Financial Conduct Authority,
SMBC Nikko Securities America, Inc., Banca IMI S.p.A. and PNC Capital Markets LLC. (collectively, the
"Initial Purchasers") are not, making an offer to sell or asking for offers to buy any of the securities (1) in any
jurisdiction where it is unlawful, (2) where the person making the offer is not qualified to do so or (3) to any
person who cannot legally be offered the securities.
You should not assume that the information contained in this Offering Memorandum is accurate as of any
date other than the date of this Offering Memorandum. You should not assume that the information contained in
a document incorporated by reference is accurate as of any date other than the date of the document in which the
information is contained. Our business, financial condition, results of operations and prospects may have
changed since those dates.
We have prepared this Offering Memorandum based on information we have obtained from sources we
believe to be reliable. The information contained in this Offering Memorandum is current only as of the date on
the cover, and our business or financial condition and other information in this Offering Memorandum may
change after that date. You should consult your own legal, tax and business advisors regarding an investment in
the notes. Information in or incorporated by reference into this Offering Memorandum is not legal, tax or
business advice.
This Offering Memorandum summarizes documents and other information in a manner we believe to be
accurate. Statements contained in this Offering Memorandum, or in any document incorporated by reference into
this Offering Memorandum, regarding the contents of any contract or other document that has been filed with the
Securities and Exchange Commission (the "SEC") are not necessarily complete and each such statement is
qualified in its entirety by reference to that contract or other document as filed with the SEC. We refer you to the
actual documents for a more complete understanding of the information we discuss in this Offering
Memorandum. See "Where You Can Find More Information." Summaries of documents contained in this
Offering Memorandum may not be complete; we will make copies of certain documents available to you upon
request. In making an investment decision, you must rely on your own examination of our company, these
documents and the terms of this offering and the notes, including the merits and risks involved.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set forth in or incorporated by reference into this Offering Memorandum, or take
any responsibility for any acts or omissions of Teva or the Issuers or any other person (other than the relevant
Initial Purchaser) in connection with the Offering Memorandum or the issue and offering of the notes, and
nothing contained in or incorporated by reference into this Offering Memorandum is, nor should you rely upon it
as, a promise or representation, whether as to the past or the future.
You acknowledge that you have been afforded an opportunity to request from us, and have received and
reviewed, all additional information considered by you to be necessary to verify the accuracy of, or to


supplement, the information contained in or incorporated by reference into this Offering Memorandum. You also
acknowledge that you have not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers
in connection with the investigation of the accuracy of such information or your investment decision. You also
acknowledge that no person has been authorized to give information or to make any representation concerning
us, this offering or the notes described in this Offering Memorandum, other than as contained in or incorporated
by reference into this Offering Memorandum and information given by our duly authorized officers and
employees.
We are offering the notes in reliance on an exemption from registration under the Securities Act for an offer
and sale of securities that does not involve a public offering. If you purchase the notes, you will be deemed to
have made certain acknowledgments, representations and warranties as detailed under "Notice to Investors." The
notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption
therefrom. You may be required to bear the financial risk of an investment in the notes for an indefinite period.
Neither we nor the Initial Purchasers are making an offer to sell the notes in any jurisdiction where the offer and
sale of the notes is prohibited. We do not make any representation to you that the notes are a legal investment for
you.
We have prepared this Offering Memorandum solely for use in connection with the offer of the notes to
qualified institutional buyers in the United States and non-U.S. persons (within the meaning of Regulation S)
outside of the United States. You agree that you will hold the information contained in or incorporated by
reference into this Offering Memorandum and the transactions contemplated by this Offering Memorandum in
confidence. You may not distribute this Offering Memorandum to any person, other than a person retained to
advise you in connection with the purchase of the notes. By accepting delivery of this Offering Memorandum,
you agree to the foregoing and not to make any photocopies, in whole or in part, of this Offering Memorandum
or any documents delivered in connection with this Offering Memorandum.
Each prospective purchaser of the notes must comply with all applicable laws and regulations in force in any
jurisdiction in which it purchases, offers or sells the notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the notes under the laws and regulations in force in any
jurisdiction to which it is subject, or in which it makes such purchases, offers or sales, and neither we nor the
Initial Purchasers shall have any responsibility therefor.
We and the Initial Purchasers may, in our sole discretion, reject any offer to purchase the notes in whole or
in part, sell less than the entire principal amount of the notes offered by this Offering Memorandum or allocate to
any purchaser less than all of the notes for which it has subscribed. In addition, we reserve the right to withdraw
this offering of the notes at any time. This offering of the notes is subject to the terms and conditions in this
Offering Memorandum.
We expect that delivery of the notes will be made against payment of the notes on or about November 25,
2019, which will be the fourth business day following the date of this Offering Memorandum (such settlement
being referred to as "T+4"). Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), trades in the secondary market are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery
of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+4, to specify an
alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the
notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. See
"Plan of Distribution" for more information.
REVIEW
We (i) will agree to file one or more registration statements with the SEC with respect to (1) a registered
offer to exchange the notes for new exchange notes having terms substantially identical in all material respects to


Document Outline