Obligation Teva Pharma Industries 2.4% ( US88165FAC68 ) en USD

Teva Pharma Industries

100 % ⇌

Israel

US88165FAC68 ( en USD )

2.4% par an ( paiement semestriel )

10/11/2016 - Obligation échue

Prospectus brochure de l'obligation Teva Pharmaceutical Industries US88165FAC68 en USD 2.4%, échue

2 000 USD

950 000 000 USD

88165FAC6

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Teva Pharmaceutical Industries est une société pharmaceutique multinationale israélienne qui développe, fabrique et commercialise des médicaments génériques et des produits spécialisés à travers le monde.

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88165FAC68, paye un coupon de 2.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/11/2016

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88165FAC68, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88165FAC68, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d253939d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155927
333-155927-08
333-155927-01
333-155927-06
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Amount of
Securities to be Registered

Registered
Registration Fee
Teva Pharmaceutical Finance IV, LLC Floating Rate Senior Notes due 2021

$200,000,000
$22,920(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance IV, LLC
Floating Rate Senior Notes due 2021

(2)

(2)
Teva Pharmaceutical Finance Company B.V. Floating Rate Senior Notes due 2021

$1,100,000,000
$126,060(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Company B.V.
Floating Rate Senior Notes due 2021

(2)

(2)
Teva Pharmaceutical Finance IV, LLC 1.700% Senior Notes due 2014

$1,000,000,000
$114,600(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance IV, LLC
1.700% Senior Notes due 2014

(2)

(2)
Teva Pharmaceutical Finance Company B.V. 2.400% Senior Notes due 2016

$950,000,000
$108,870(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Company B.V.
2.400% Senior Notes due 2016

(2)

(2)
Teva Pharmaceutical Finance Company B.V. 3.650% Senior Notes due 2021

$875,000,000
$100,275(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Company B.V.
3.650% Senior Notes due 2021

(2)

(2)
Teva Pharmaceutical Finance IV B.V. 3.650% Senior Notes due 2021

$875,000,000
$100,275(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance IV B.V. 3.650%
Senior Notes due 2021

(2)

(2)
Total

$5,000,000,000
$573,000
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $573,000 has been transmitted to the SEC
in connection with the securities offered from the registration statement (File Nos. 333-155927, 333-155927-08, 333-155927-01 and
333-155927-06) by means of this prospectus supplement.
(2)
No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with
respect to the guarantees being registered.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated December 4, 2008,
as supplemented on August 25, 2011)
$5,000,000,000

$1,100,000,000 Floating Rate Senior Notes due 2013
$950,000,000 2.400% Senior Notes due 2016
$875,000,000 3.650% Senior Notes due 2021
$200,000,000 Floating Rate Senior Notes due 2013
$1,000,000,000 1.700% Senior Notes due 2014

$875,000,000 3.650% Senior Notes due 2021

Payment of principal and interest unconditionally guaranteed by

This is an offering by:

· Teva Pharmaceutical Finance Company B.V. ("Teva BV") of $1,100,000,000 of its Floating Rate Senior Notes due 2013 (the "Teva BV
floating rate notes"), $950,000,000 of its 2.400% Senior Notes due 2016 (the "2016 notes") and $875,000,000 of its 3.650% Senior Notes

due 2021 (the "Teva BV 2021 notes"). The Teva BV floating rate notes will mature on November 8, 2013, the 2016 notes will mature on
November 10, 2016, and the Teva BV 2021 notes will mature on November 10, 2021;

· Teva Pharmaceutical Finance IV, LLC ("Teva LLC") of $200,000,000 of its Floating Rate Senior Notes due 2013 (the "Teva LLC floating
rate notes" and, together with the Teva BV floating rate notes, the "floating rate notes") and $1,000,000,000 of its 1.700% Senior Notes due

2014 (the "2014 notes"). The Teva LLC floating rate notes will mature on May 8, 2013, and the 2014 notes will mature on November 10,
2014; and

· Teva Pharmaceutical Finance IV B.V. ("Teva IV BV") of $875,000,000 of its 3.650% Senior Notes due 2021 (the "Teva IV BV 2021 notes"

and, together with the 2014 notes, the 2016 notes and the Teva BV 2021 notes, the "fixed rate notes" and, together with the floating rate notes,
the "notes"). The Teva IV BV 2021 notes will mature on November 10, 2021.
The issuers will pay interest on the fixed rate notes of each series in arrears on May 10 and November 10 of each year, beginning May 10, 2012, to
the holders of record at the close of business on the preceding May 1 and November 1, respectively. Teva BV and Teva LLC will pay interest on the
floating rate notes of each series quarterly in arrears on the 8th day of February, May, August and November of each year, beginning on February 8, 2012,
to the holders of record at the close of business on the 15th calendar day immediately preceding such interest payment date (whether or not a business
day). Payment of all principal and interest payable on the notes is unconditionally guaranteed by Teva Pharmaceutical Industries Limited ("Teva").
The issuers may redeem the fixed rate notes of each series, in whole or in part, at any time or from time to time, on at least 20 days', but not more
than 60 days', prior notice. The fixed rate notes of each series will be redeemable at a redemption price equal to the greater of (1) 100% of the principal
amount of the fixed rate notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments (as defined herein) discounted
on a semi-annual basis, at a rate equal to the sum of the Treasury Rate plus 20 basis points, in the case of the 2014 notes, 25 basis points, in the case of
the 2016 notes, 30 basis points, in the case of the Teva BV 2021 notes, and 30 basis points, in the case of the Teva IV BV 2021 notes, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date. Each series of floating rate notes will not be subject to redemption at the option of the
applicable issuer (other than as set forth below under "Description of the Notes and the Guarantees--Tax Redemption").
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The notes will be unsecured senior obligations of their respective issuers, each of which is an indirect subsidiary of Teva, and the guarantees will
be the unsecured senior obligations of Teva. Teva estimates that it will receive net proceeds of approximately $4.975 billion from this offering. Teva
intends to use such net proceeds to repay approximately $3.75 billion of short-term indebtedness used to finance its acquisition of Cephalon, Inc. in
October 2011, to finance the anticipated conversion of certain convertible senior subordinated notes issued by Cephalon and, to the extent of any
remaining net proceeds, for general corporate purposes. See "Use of Proceeds."
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement and
page 3 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per
Per
Teva LLC
Teva BV
Per Teva
Floating
Floating
Per Teva
IV BV
Rate
Rate
Per 1.700%
Per 2.400%
BV 3.650%
3.650%
Senior Note
Senior Note
Senior Note
Senior Note
Senior Note
Senior Note

due 2013
Total
due 2013
Total
due 2014
Total
due 2016
Total
due 2021
Total
due 2021
Total

Offering
price(1)
100.000% $200,000,000
100.000% $1,100,000,000
99.869% $998,690,000
99.916% $949,202,000
99.635% $871,806,250
99.635% $871,806,250
Underwriting
discount
0.200% $
400,000
0.150% $
1,650,000
0.250% $ 2,500,000
0.350% $ 3,325,000
0.450% $ 3,937,500
0.450% $ 3,937,500
Proceeds to
issuers
(before
expenses)
99.800% $199,600,000
99.850% $1,098,350,000
99.619% $996,190,000
99.566% $945,877,000
99.185% $867,868,750
99.185% $867,868,750
(1) Plus accrued interest, if any, from November 10, 2011, if settlement occurs after that date.
The underwriters expect to deliver the notes to investors through the book-entry facilities of The Depository Trust Company and its direct
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société anonyme, on or about
November 10, 2011.
Joint Book-Running Managers

Barclays Capital

BNP PARIBAS

Citigroup

Credit Suisse

Goldman, Sachs & Co.

HSBC

J.P. Morgan

Morgan Stanley
The date of this prospectus supplement is November 7, 2011.
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We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have prepared. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus
supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is current only as of the
respective dates of such documents.
This prospectus supplement and accompanying prospectus are only being distributed to and are only directed at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), (iii) high net worth entities, and other persons to whom they may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order or (iv) 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 notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The notes are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the notes will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this prospectus supplement or the accompanying prospectus.
This prospectus supplement and accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of
the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an
exemption under Article 3, paragraph 2 of the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly
any person making or intending to make an offer in that Relevant Member State of notes which are the subject of the offering contemplated in
this prospectus supplement may only do so in circumstances in which no obligation arises for the issuers or any of the managers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the issuers nor the managers have
authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the issuers or the managers
to publish a prospectus for such offer. The expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
In connection with the issue of the notes, the joint book-running managers (or persons acting on behalf of any of the joint book-running
managers) may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which
might otherwise prevail. However, there is no assurance that the joint book-running managers (or persons acting on behalf of a joint
book-running manager) will undertake stabilization action. Such stabilizing, if commenced, may be discontinued at any time and, if begun, must
be brought to an end after a limited period. Any stabilization action or over-allotment must be conducted by the relevant joint book-running
managers (or persons acting on behalf of any joint book-running manager) in accordance with all applicable laws and rules.

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TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1

Risk Factors
S-9

Forward-Looking Statements
S-12
Ratio of Earnings to Fixed Charges
S-14
Capitalization
S-15
Use of Proceeds
S-16
Description of the Notes and the Guarantees
S-17
United States Federal Income Tax Considerations
S-32
Curaçao Tax Issues
S-36
Israeli Tax Issues
S-37
Underwriting
S-38
Conflicts of Interest
S-42
Experts
S-43
Legal Matters
S-43
Where You Can Find More Information
S-43
Incorporation of Certain Documents by Reference
S-44
Amended and Restated Supplement dated August 25, 2011 to Prospectus

Amended and Restated Supplement
ARS-1
Prospectus

About this Prospectus
1

Teva Pharmaceutical Industries Limited
1

Finance Subsidiaries
2

Risk Factors
3

Forward Looking Statements
14
Ratio of Earnings to Fixed Charges
16
Price Range of ADSs and Ordinary Shares
16
Capitalization
19
Use of Proceeds
20
Description of Ordinary Shares
20
Description of American Depositary Shares
21
Description of Debt Securities and Guarantees
27
Description of Purchase Contracts
37
Description of Units
37
Description of Warrants
37
Taxation
38
Plan of Distribution
38
Experts
40
Legal Matters
41
Where You Can Find More Information
41
Enforcement of Civil Liabilities
43

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SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This is not intended to be a complete description of the matters covered in this prospectus supplement and the
accompanying prospectus and is subject to, and qualified in its entirety by reference to, the more detailed information and financial statements
(including the notes thereto) included or incorporated by reference in this prospectus supplement and the accompanying prospectus. Unless
otherwise indicated, all references to the "Company," "we," "us," "our" or "Teva" refer to Teva Pharmaceutical Industries Limited and its
subsidiaries. All references to "Teva BV" refer to Teva Pharmaceutical Finance Company B.V., all references to "Teva LLC" refer to Teva
Pharmaceutical Finance IV, LLC and all references to "Teva IV BV" refer to Teva Pharmaceutical Finance IV B.V. All references to the
"issuers" refer to Teva BV, Teva LLC and Teva IV BV, each of which is an indirect subsidiary of Teva. All references to the "accompanying
prospectus" are to the prospectus dated September 4, 2008 as supplemented by the prospectus supplement dated August 25, 2011.
The Company
We are a global pharmaceutical company that develops, produces and markets generic drugs in all major therapeutic categories. We are the
leading generic drug company in the world--with the leading position in the United States (in terms of both value and volume) as well as in Europe
(in terms of value). While our core business is generic pharmaceuticals, approximately 30% of our sales is generated from innovative and branded
drugs, which include Copaxone® for multiple sclerosis and Azilect® for Parkinson's disease as well as biosimilars, respiratory and women's health
products. Our active pharmaceutical ingredient ("API") manufacturing capabilities enable our own pharmaceutical production to be significantly
vertically integrated.
Our global presence ranges from North and Latin America to Europe and Asia. We currently have direct operations in approximately 60
countries including 40 finished dosage pharmaceutical manufacturing sites in 19 countries, 28 pharmaceutical R&D centers and 21 API
manufacturing sites.
In 2010, we generated approximately 60% of our sales in North America, approximately 25% in Europe (which includes all European Union
("EU") member states and other Western European countries) and approximately 15% in other regions (primarily Latin America, Israel, Russia and
other Eastern European countries that are not members of the EU).
In October 2011, we acquired Cephalon, Inc. for approximately $6.5 billion in cash. Cephalon is a global biopharmaceutical company with a
strong marketed portfolio and pipeline of branded products. In connection with the acquisition, we borrowed approximately $6.5 billion under
existing credit facilities.
Teva was incorporated in Israel on February 13, 1944, and is the successor to a number of Israeli corporations, the oldest of which was
established in 1901. Our executive offices are located at 5 Basel Street, P.O. Box 3190, Petach Tikva 49131, Israel, and our telephone number is
+972-3-926-7267.
Teva BV
Teva BV is a Curaçao private limited liability company that was formed on November 23, 2005, to issue debt securities. Its address is
Schottegatweg Oost 29D, Curaçao, telephone number +5999-736-6066.

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Teva LLC
Teva LLC is a limited liability company that was formed on December 1, 2008, under the Delaware Limited Liability Company Act, as
amended. Its address is 1090 Horsham Road, North Wales, Pennsylvania 19454, telephone number (215) 591-3000.
Teva IV BV
Teva IV BV is a Curaçao private limited liability company that was formed on June 28, 2011, to issue debt securities pursuant to the
accompanying prospectus. Its address is Schottegatweg Oost 29D, Curaçao, telephone number +5999-736-6066.

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The Offering

Issuers
· Teva Pharmaceutical Finance Company B.V. ("Teva BV");

· Teva Pharmaceutical Finance IV, LLC ("Teva LLC"); and

· Teva Pharmaceutical Finance IV B.V. ("Teva IV BV"),

each of which is an indirect, wholly owned subsidiary of Teva Pharmaceutical Industries

Limited ("Teva") and has no assets or operations other than in connection with this offering.

Securities Offered
· $200 million aggregate principal amount of Floating Rate Senior Notes due 2013 of Teva
LLC (the "Teva LLC floating rate notes");

· $1.1 billion aggregate principal amount of Floating Rate Senior Notes due 2013 of Teva

BV (the "Teva BV floating rate notes" and, together with the Teva LLC floating rate
notes, the "floating rate notes");

· $1.0 billion aggregate principal amount of 1.700% Senior Notes due 2014 of Teva LLC

(the "2014 notes");

· $950 million aggregate principal amount of 2.400% Senior Notes due 2016 of Teva BV

(the "2016 notes");

· $875 million aggregate principal amount of 3.650% Senior Notes due 2021 of Teva BV

(the "Teva BV 2021 notes"); and

· $875 million aggregate principal amount of 3.650% Senior Notes due 2021 of Teva IV
BV (the "Teva IV BV 2021 notes" and, together with the 2014 notes, the 2016 notes and

the Teva BV 2021 notes, the "fixed rate notes" and, together with the floating rate notes,
the "notes").

Guarantees
Teva will irrevocably and unconditionally guarantee the punctual payment when due of the
principal and interest, whether at maturity, upon redemption, by acceleration or otherwise
(including any additional amounts in respect of taxes as described in "Description of the
Notes and the Guarantees--Additional Tax Amounts"), if any, on the notes.

Ranking
As indebtedness of Teva, the guarantees will rank:

· senior to the rights of creditors under debt expressly subordinated to the guarantees;

· equally with other unsecured debt of Teva from time to time outstanding other than any

that is subordinated to the guarantees;

· effectively junior to Teva's secured indebtedness up to the value of the collateral

securing that indebtedness; and

· effectively junior to the indebtedness and other liabilities of Teva's subsidiaries.

Maturity Dates
· The Teva LLC floating rate notes will mature on May 8, 2013;

· The Teva BV floating rate notes will mature on November 8, 2013;

· The 2014 notes will mature on November 10, 2014;

· The 2016 notes will mature on November 10, 2016;

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· The Teva BV 2021 notes will mature on November 10, 2021; and

· The Teva IV BV 2021 notes will mature on November 10, 2021.

Interest Payment Dates
· May 10 and November 10 of each year, beginning May 10, 2012, and at maturity, with
respect to the fixed rate notes; and

· February 8, May 8, August 8 and November 8 of each year, beginning February 8, 2012,

with respect to the floating rate notes.

Interest Rates
· A rate equal to three-month LIBOR (calculated as set forth in "Description of the Notes
and the Guarantees--Interest on the Floating Rate Notes") plus 0.80%, in the case of the
Teva LLC floating rate notes;

· A rate equal to three-month LIBOR (calculated as set forth in "Description of the Notes

and the Guarantees--Interest on the Floating Rate Notes") plus 0.90%, in the case of the
Teva BV floating rate notes;

· 1.700% per year in the case of the 2014 notes;

· 2.400% per year in the case of the 2016 notes;

· 3.650% per year in the case of the Teva BV 2021 notes; and

· 3.650% per year in the case of the Teva IV BV 2021 notes.

Optional Redemption
The applicable issuer may redeem the fixed rate notes of any series, in whole or in part, at
any time or from time to time, on at least 20 days', but not more than 60 days', prior notice.
The fixed rate notes of each series will be redeemable at a redemption price equal to the
greater of (1) 100% of the principal amount of the fixed rate notes to be redeemed or (2) the
sum of the present values of the Remaining Scheduled Payments (as defined under
"Description of the Notes and the Guarantees--Optional Redemption by the Applicable
Issuer") discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months), at a rate equal to the sum of the Treasury Rate (as defined in "Description
of the Notes and the Guarantees--Optional Redemption by the Applicable Issuers") plus 20
basis points in the case of the 2014 notes, 25 basis points in the case of the 2016 notes, 30
basis points in the case of the Teva BV 2021 notes, or 30 basis points in the case of the
Teva IV BV 2021 notes, plus accrued and unpaid interest, if any, to, but excluding, the
redemption date.

Each series of floating rate notes will not be subject to redemption at the option of the

applicable issuer (other than as set forth below under "Description of the Notes and the
Guarantees--Tax Redemption").

Use of Proceeds
Teva estimates that it will receive net proceeds of approximately $4.975 billion from this
offering. Teva intends to use such net proceeds to repay approximately $3.75 billion of
short-term indebtedness used to finance the Cephalon acquisition, to finance the anticipated
conversion of the outstanding 2.0% convertible senior subordinated notes due June 1, 2015
issued by Cephalon and, to the extent of any remaining net proceeds, for general corporate
purposes. See "Use of Proceeds."

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Conflicts of Interest
Certain underwriters of this offering or their affiliates are lenders under certain of Teva's
unsecured credit facilities. Because more than 5% of the proceeds of this offering will be
used to repay amounts borrowed under such unsecured credit facilities to finance the
Cephalon acquisition, a conflict of interest under FINRA Rule 5121 is deemed to exist, and
this offering will be conducted in accordance with that rule.

Form, Denomination and Registration
The notes of each series will be issued only in fully registered form without coupons and in
minimum denominations of $2,000 principal amount and whole multiples of $1,000 in
excess of $2,000. The notes will be evidenced by one or more global registered notes
deposited with the trustee of the notes, as custodian for The Depository Trust Company
("DTC"). Beneficial interests in the global registered notes will be shown on, and transfers
will be effected through, records maintained by DTC and its direct and indirect participants.

Absence of a Public Market for the Notes
The notes are new securities for which no market currently exists. One or more of the
underwriters have advised us that they intend to make a market in the notes as permitted by
applicable laws and regulations. The underwriters are not obligated, however, to make a
market in the notes, and they may discontinue this market making at any time in their sole
discretion. The notes will not be listed on any securities exchange or included in any
automated quotation system. We cannot assure you that any active or liquid market will
develop in the notes.

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