Obligation Mylan NV 5.4% ( US628530BC02 ) en USD

Mylan NV

100 % ▲

Etats-unis

US628530BC02 ( en USD )

5.4% par an ( paiement semestriel )

29/11/2043

Prospectus brochure de l'obligation Mylan NV US628530BC02 en USD 5.4%, échéance 29/11/2043

2 000 USD

500 000 000 USD

628530BC0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

29/05/2025 ( Dans 76 jours )

Mylan NV est une société pharmaceutique multinationale qui développe, fabrique et commercialise des médicaments génériques et des médicaments à marque, principalement aux États-Unis et dans d'autres marchés internationaux.

L'obligation US628530BC02 émise par Mylan NV aux États-Unis, d'une valeur nominale de 500 000 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 5,4% payable semestriellement jusqu'à sa maturité le 29/11/2043 ; elle nécessite un achat minimum de 2000 USD et est notée BBB- par S&P et Baa3 par Moody's.

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TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-189297
Calculation of Registration Fee
Proposed maximum
Title of Each Class of Securities
Amount to be
Proposed maximum
Aggregate Offering
Amount of
to be Registered

Registered

Offering Price

Price
Registration Fee(1)
1.350% Senior Notes due 2016

$500,000,000
99.941%
$499,705,000
$64,362
2.550% Senior Notes due 2019

$500,000,000
99.754%
$498,770,000
$64,242
4.200% Senior Notes due 2023

$500,000,000
99.612%
$498,060,000
$64,150
5.400% Senior Notes due 2043

$500,000,000
99.382%
$496,910,000
$64,002

Total
$2,000,000,000

$1,993,445,000 $256,756

(1)
Calculated in accordance with Rule 456(b) and 457(r) under the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated June 13, 2013)
$500,000,000 1.350% Senior Notes due 2016
$500,000,000 2.550% Senior Notes due 2019
$500,000,000 4.200% Senior Notes due 2023
$500,000,000 5.400% Senior Notes due 2043
We are offering $500 million aggregate principal amount of 1.350% Senior Notes due 2016, which we refer to in this prospectus
supplement as our "2016 notes," $500 million aggregate principal amount of 2.550% Senior Notes due 2019, which we refer to in this
prospectus supplement as our "2019 notes," $500 million aggregate principal amount of 4.200% Senior Notes due 2023, which we refer to
in this prospectus supplement as our "2023 notes," and $500 million aggregate principal amount of 5.400% Senior Notes due 2043, which
we refer to in this prospectus supplement as our "2043 notes." We collectively refer to these series of notes as the "notes." We will pay
interest on the 2016 notes semi-annually in arrears on May 29 and November 29 of each year, commencing on May 29, 2014. We will pay
interest on the 2019 notes semi-annually in arrears on March 28 and September 28 of each year, commencing on March 28, 2014. We will
pay interest on the 2023 notes semi-annually in arrears on May 29 and November 29 of each year, commencing on May 29, 2014. We will
pay interest on the 2043 notes semi-annually in arrears on May 29 and November 29 of each year, commencing on May 29, 2014. The
2016 notes will mature on November 29, 2016, the 2019 notes will mature on March 28, 2019, the 2023 notes will mature on
November 29, 2023, and the 2043 notes will mature on November 29, 2043.
We may redeem some or all of the 2016 notes, 2019 notes, the 2023 notes or the 2043 notes prior to their respective maturities at the
redemption prices described in this prospectus supplement under the heading "Description of Notes--Optional Redemption." If we do not
consummate our acquisition of Agila Specialties business of Strides Arcolab on or prior to August 25, 2014 or if an Acquisition
Termination Event (as defined herein) occurs at any time prior thereto, we must redeem the 2019 notes, the 2023 notes and the 2043 notes at
the redemption prices described in this prospectus supplement in "Description of Notes--Special Mandatory Redemption." If a Change of
Control Repurchase Event, as described in this prospectus supplement under the heading "Description of Notes--Purchase of Notes Upon a
Change of Control Repurchase Event," occurs, we must offer to purchase each series of the notes from holders at 101% of their respective
principal amounts, plus accrued but unpaid interest, if any, to (but not including) the date of purchase, unless we have previously redeemed
the notes of such series.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior
unsecured indebtedness. The notes will not be obligations of or guaranteed by any of our subsidiaries upon issuance.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-11 of this prospectus
supplement and page 2 of the accompanying prospectus and the risk factors described in our Annual Report on Form 10-K for the
year ended December 31, 2012.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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Proceeds
Public Offering
Underwriting
(before expenses)

Price(1)

Discount

to Mylan(1)

Per 2016 note

99.941%
0.350%
99.591%
Total
$ 499,705,000 $ 1,750,000 $
497,955,000
Per 2019 note

99.754%
0.600%
99.154%
Total
$ 498,770,000 $ 3,000,000 $
495,770,000
Per 2023 note

99.612%
0.650%
98.962%
Total
$ 498,060,000 $ 3,250,000 $
494,810,000
Per 2043 note

99.382%
0.875%
98.507%
Total
$ 496,910,000 $ 4,375,000 $
492,535,000

Combined
Total
$ 1,993,445,000 $ 12,375,000 $ 1,981,070,000

(1)
Plus accrued interest, if any, from November 29, 2013, if settlement occurs after that date.
We expect that the notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société
anonyme, on or about November 29, 2013.
Joint Book-Running Managers
BofA Merrill

J.P. Morgan

Morgan Stanley
Lynch
Citigroup

Credit Suisse

Goldman, Sachs & Co.
PNC Capital Markets LLC

RBS

ANZ Securities
Deutsche Bank Securities
DNB Markets

HSBC

Mitsubishi UFJ Securities

The date of this prospectus supplement is November 19, 2013.
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You should rely only on the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus and, if applicable, any free writing prospectus we may provide you in connection with this offering. We have not, and the
underwriters have not, authorized anyone to provide you with information that is different. We are not, and the underwriters are not, making
an offer to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. This document may only be
used where it is legal to sell these securities. You should assume that the information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any free writing prospectus we may provide you in connection with this offering
is accurate only as of their respective dates, and that any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since
those dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
S-ii
INCORPORATION BY REFERENCE
S-v
SUMMARY
S-1
RISK FACTORS
S-11
USE OF PROCEEDS
S-17
CAPITALIZATION
S-18
RATIO OF EARNINGS TO FIXED CHARGES
S-20
DESCRIPTION OF NOTES
S-21
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-49
UNDERWRITING (CONFLICTS OF INTEREST)
S-52
LEGAL MATTERS
S-56
EXPERTS
S-56
Prospectus

ABOUT THIS PROSPECTUS

ii
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

iii
MYLAN INC

1
RISK FACTORS

2
USE OF PROCEEDS

2
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

2
DESCRIPTION OF CAPITAL STOCK

3
DESCRIPTION OF DEBT SECURITIES

10
PLAN OF DISTRIBUTION

13
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LEGAL MATTERS

15
EXPERTS

15
S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second
part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus
supplement also adds to, updates and changes information contained in the accompanying prospectus. If the description of the offering
varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement. The accompanying prospectus is part of a registration statement that we filed with the Securities and Exchange Commission
("SEC") using a shelf registration statement. Under the shelf registration process, from time to time, we may offer and sell debt securities,
preferred stock, or common stock, or any combination thereof, in one or more offerings.
It is important that you read and consider all of the information contained in this prospectus supplement and the accompanying
prospectus in making your investment decision. You should also read and consider the information in the documents to which we have
referred you in "Incorporation by Reference" on page S-v of this prospectus supplement and "Where You Can Find More Information" on
page ii of the accompanying prospectus.
In this prospectus supplement, unless otherwise indicated herein or the context otherwise indicates the terms "Mylan," "we," "us,"
"our" and the "Company" refer to Mylan Inc., together with its consolidated subsidiaries, except in the "Description of the Notes" or where
it is clear from the context that the terms mean only the issuer, Mylan Inc.
Currency amounts in this prospectus supplement are stated in U.S. dollars.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the information incorporated by reference in this prospectus supplement and the accompanying
prospectus contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Such forward-looking information about us is intended to be covered by the safe harbor to "forward-looking statements" provided by
the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this prospectus supplement and the
accompanying prospectus or may be incorporated in this prospectus supplement or the accompanying prospectus by reference to other
documents and may include statements for the period following the completion of this offering. Our representatives may also make forward-
looking statements. When used in this document, or any document incorporated herein by reference, the words "anticipate," "may," "can,"
"could," "continue," "plan," "feel," "forecast," "believe," "estimate," "expect," "project," "potential," "intend," "likely," "will," "should,"
"would," "to be" and any similar expressions and any other statements that are not historical facts, in each case as they relate to us, our
management or this offering, are intended to identify those assertions as forward-looking statements. In making any of those statements, the
person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by
factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking
statements are subject to numerous risks and uncertainties, including the risks described under "Risk Factors" in this prospectus supplement
and the accompanying prospectus as well as under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2012, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-
looking information and statements. Forward-looking statements speak only as of the date on which they are made. We expressly disclaim
any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Some of these risks and uncertainties include, but are not limited to:
·
risks related to current economic conditions;
S-ii
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·
risks related to the acquisitions and continuing integration of acquired businesses;
·
risks related to our rapid growth;
·
risks related to us being a global business;
·
risks of us not being able to commercialize new products on a timely basis;
·
challenges by tax regulators of our transfer pricing arrangements;
·
unanticipated changes in our tax provisions or exposure to additional income tax liabilities;
·
market acceptance of new products or of existing products in new markets;
·
risks related to product or market concentration;
·
regulatory delays and uncertainties;
·
new and existing legislation affecting our business, including healthcare reform legislation;
·
unsuccessful research and development;
·
use of legal, regulatory and legislative strategies by competitors;
·
risks related to our substantial indebtedness;
·
risks related to the sale of certain of our assets;
·
significant operating and financial restrictions imposed by our credit facilities and any additional indebtedness we incur in
the future;
·
the availability of raw materials sourced from third parties;
·
market perceptions of us, our brands and the safety and quality of our products;
·
an interruption in production at one of our manufacturing facilities;
·
litigation, including product liability claims and patent litigation;
·
ability to attract and retain key senior management or scientific staff;
·
macroeconomic conditions and general industry conditions, such as the competitive environment of the generic
pharmaceutical industry;
·
changes in political, social or economic circumstances in the markets where we operate;
·
labor relations;
·
fluctuations in interest rates or foreign currency exchange rates and other adverse financial market conditions;
·
changes in tax and other laws;
·
our ability to protect our intellectual property;
·
changes to reimbursement policies of private managed care organizations and other third-party payors, including government
sponsored health systems;
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·
the continued consolidation of the distribution network through which we sell our products, including wholesale drug
distributors and the growth of large retail drug store chains;
·
government regulation affecting the development, manufacture, marketing and sale of pharmaceutical products, including our
ability and the ability of companies with which we do business to obtain necessary regulatory approvals;
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·
our ability to successfully complete the implementation of a new enterprise resource planning system without disrupting our
business;
·
our ability to manage the growth of our business by successfully identifying, developing, acquiring or licensing and
marketing new products, obtain regulatory approval and customer acceptance of those products, and continued customer
acceptance of our existing products;
·
risks related to the performance under indemnification provisions of various agreements entered into in the normal course of
business;
·
risks related to regulatory, economic, social and political uncertainties in India with respect to our Indian subsidiaries;
·
our ability to maintain adequate internal controls and, on an annual basis, to provide an assertion as to the effectiveness of
our internal control over financial reporting;
·
inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in
accordance with generally accepted accounting principles ("GAAP");
·
our ability to comply with the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws;
·
illegal distribution and sale by third parties of counterfeit versions of our products or of stolen products;
·
risks related to various legal proceedings and certain government inquiries;
·
risks relating to charges to earnings resulting from acquisitions;
·
risks related to the consummation of our previously-announced Agila Acquisition, including but not limited to, successful
resolution to the FDA warning letter issued to Agila, and, if consummated, the ownership of such business, and risks related
to future acquisitions or divestitures;
·
risks related to the performance of our collaboration partners;
·
risks related to our increasing dependency on information technology, including cybersecurity and data leakage risks;
·
risks related to the success of our clinical trials; and
·
other risks detailed from time-to-time in our periodic reports filed with the SEC, our financial statements and other investor
communications.
Actual results or performance by us could differ materially from those expressed in, or implied by, any forward-looking statements
relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will
occur or, if any of them do occur, what impact they will have on our results of operations or financial condition. Except as required by law,
we are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.
S-iv
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus supplement and the accompanying prospectus. This
means that we can disclose important information to you by referring you to another document that Mylan has filed separately with the SEC
that contains that information. The information incorporated by reference is considered to be part of this prospectus supplement and the
accompanying prospectus. Information that Mylan files with the SEC after the date of this prospectus supplement and that is incorporated by
reference in this prospectus supplement will automatically modify and supersede the information included or incorporated by reference in
this prospectus supplement and the accompanying prospectus to the extent that the subsequently filed information modifies or supersedes the
existing information. We incorporate by reference (other than any portions of any such documents that are not deemed "filed" under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") in accordance with the Exchange Act and applicable SEC rules):
·
our Annual Report on Form 10-K (excluding Items 7 and 8 and Schedule II) for the year ended December 31, 2012 filed on
February 28, 2013;
·
our Quarterly Report on Form 10-Q for the period ended March 31, 2013 filed on May 2, 2013;
·
our Quarterly Report on Form 10-Q for the period ended June 30, 2013 filed on August 1, 2013;
·
our Quarterly Report on Form 10-Q for the period ended September 30, 2013 filed on October 31, 2013;
·
our Current Reports on Form 8-K filed on February 12, 2013, February 27, 2013 (Item 1.01 and Item 8.01), May 28, 2013
(relating to our recast of Items 7 and 8 and Schedule II included in our Annual Report on Form 10-K for the year ended
December 31, 2012), June 18, 2013, June 27, 2013 and October 31, 2013 (Item 8.01);
·
those portions of our Definitive Proxy Statement on Schedule 14A filed on April 12, 2013, as supplemented on May 10,
2013, that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2012; and
·
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the
securities offered by this prospectus supplement.
You may request a copy of any of these filings at no cost to you by contacting us by mail or telephone using the information set forth
below:
Mylan Inc.
1500 Corporate Drive
Canonsburg, Pennsylvania 15317
Attention: Investor Relations
Telephone: (724) 514-1800
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