UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Revolving Credit Agreement
On December 10, 2025, Teva Pharmaceutical Industries Limited (the “Company”) obtained the consent of each of the lenders (the “Lenders”) party to its Revolving Facility Agreement (as defined below) to extend the stated maturity date of the commitments and loans thereunder from April 29, 2027 to April 29, 2028, and to amend certain terms of the financial covenants contained in the Revolving Facility Agreement pursuant to the Third Amendment to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement (the “Amendment”).
Pursuant to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement, dated as of April 29, 2022 (the “Revolving Facility Agreement”), between, amongst others, the Company, the Lenders party thereto and Bank of America, N.A., as administrative agent, the Company may request two one-year extensions of the Maturity Date, subject to the satisfaction of certain conditions. The extension referred to above is the second such extension.
The Amendment provides, among other things, that (i) the Company’s maximum permitted leverage ratio for Q4 2025 and thereafter is 4.25x, subject to certain increases if the Company consummates or commences certain material transactions, (ii) if at any time the Company obtains Investment Grade Status (as defined in the Amendment) and no Event of Default has occurred and is continuing under the Revolving Facility Agreement, then the Company and its subsidiaries will not be subject to the maximum leverage ratio or to the minimum interest cover ratio covenants contained in the Revolving Facility Agreement, and (iii) if at any time thereafter, the Company ceases to have such Investment Grade Status or an Event of Default has occurred and is continuing under the Revolving Facility Agreement, the maximum leverage ratio and minimum interest cover ratio covenants contained in the Revolving Facility Agreement will be reinstated and will apply to future testing dates.
The representations, warranties and covenants contained in the Amendment were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to qualifications agreed by the contracting parties and standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, 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
| Exhibit |
Description of Document | |
| 10.1 | Third Amendment to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement, dated as of December 10, 2025, between, amongst others, Teva Pharmaceutical Industries Limited, the lenders party thereto and Bank of America, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| TEVA PHARMACEUTICAL INDUSTRIES LIMITED | ||||||
| Date: December 11, 2025 | By: | /s/ Eli Kalif | ||||
| Eli Kalif | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
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