Obligation Mylan NV 4.55% ( US628530BK28 ) en USD

Mylan NV

99.962 % ▲

Etats-unis

US628530BK28 ( en USD )

4.55% par an ( paiement semestriel )

14/04/2028

Prospectus brochure de l'obligation Mylan NV US628530BK28 en USD 4.55%, échéance 14/04/2028

2 000 USD

750 000 000 USD

628530BK2

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/04/2025 ( Dans 165 jours )

L'Obligation émise par Mylan NV ( Etats-unis ) , en USD, avec le code ISIN US628530BK28, paye un coupon de 4.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2028

L'Obligation émise par Mylan NV ( Etats-unis ) , en USD, avec le code ISIN US628530BK28, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Mylan NV ( Etats-unis ) , en USD, avec le code ISIN US628530BK28, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424B3
424B3 1 d489271d424b3.htm FORM 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-228332

PROSPECTUS

MYLAN INC.
MYLAN N.V.
OFFER TO EXCHANGE
Up to $750,000,000 aggregate principal amount of 4.550% Senior Notes due 2028
CUSIP #628530 BG1, ISIN #US628530BG16
CUSIP #U62472 AK8, ISIN #USU62472AK81 (the "2028 Restricted Notes")
for a like aggregate principal amount of 4.550% Senior Notes due 2028
which have been registered under the Securities Act of 1933, as amended
(the "2028 Exchange Notes")
and
Up to $750,000,000 aggregate principal amount of 5.200% Senior Notes due 2048
CUSIP #628530 BH9, ISIN #US628530BH98
CUSIP #U62472 AL6, ISIN #USU62472AL64 (the "2048 Restricted Notes")
for a like aggregate principal amount of 5.200% Senior Notes due 2048
which have been registered under the Securities Act of 1933, as amended
(the "2048 Exchange Notes").

We refer to the registered 2028 Exchange Notes and 2048 Exchange Notes in this exchange offer collectively as the "Exchange Notes," and to all outstanding 2028
Restricted Notes and 2048 Restricted Notes collectively as the "Restricted Notes." All references to the Exchange Notes and Restricted Notes include references to the
related guarantees, as appropriate.
The exchange offer is subject to customary closing conditions and will expire at 5:00 p.m., New York City time, on January 9, 2019, unless we extend the exchange
offer in our sole and absolute discretion.
Terms of the exchange offer:

·

We will exchange an equal principal amount of the Exchange Notes for all outstanding Restricted Notes of the corresponding series that are validly tendered and not

validly withdrawn prior to the expiration or termination of the exchange offer.

·

You may withdraw tenders of the Restricted Notes at any time prior to the expiration or termination of the exchange offer.

·

The terms of the Exchange Notes are identical in all material respects to those of the outstanding Restricted Notes of the corresponding series, except that the transfer

restrictions, registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.

·

The exchange of the Restricted Notes for the Exchange Notes will not be a taxable transaction for United States federal income tax purposes, but you should see the

discussion under the caption "Material Tax Considerations" for more information.

·

We will not receive any proceeds from the exchange offer.

·

We issued the Restricted Notes in a transaction not requiring registration under the Securities Act, and, as a result, their transfer is restricted. We are making the

exchange offer to satisfy your registration rights as a holder of the Restricted Notes.
The Exchange Notes will be our senior unsecured indebtedness and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness that
is not expressly subordinated to the Exchange Notes, senior in right of payment to any of our future indebtedness that is expressly subordinated to the Exchange Notes and
effectively subordinated in right of payment to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3
Exchange Notes will be structurally subordinated to all of the existing and future liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the
Exchange Notes. The Exchange Notes will be guaranteed on a senior unsecured basis upon issuance by Mylan N.V., a public limited liability company (naamloze vennootschap)
incorporated and existing under the laws of the Netherlands. In addition, if a subsidiary of Mylan N.V. becomes a guarantor or an obligor in respect of certain indebtedness after the
issue date of the Exchange Notes, such subsidiary will guarantee the Exchange Notes on the terms and subject to the conditions set forth herein. The guarantees will be senior
unsecured obligations of each guarantor and will rank equally in right of payment with all of such guarantor's existing and future senior unsecured obligations that are not expressly
subordinated to such guarantor's guarantees of the Exchange Notes, senior in right of payment to any future obligations of such guarantor that are expressly subordinated to such
guarantor's guarantees of the Exchange Notes and effectively subordinated to such guarantor's existing and future secured obligations to the extent of the value of the collateral
securing such obligations. For a more detailed description of the Exchange Notes, see "Description of the Exchange Notes."
The Exchange Notes, together with any Restricted Notes that are not exchanged in the exchange offer, will be governed by the same indenture, constitute the same class of
debt securities for the purposes of the indenture and vote together on all matters.
Each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the Exchange Notes received in exchange for the Restricted Notes where
such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the
expiration of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
There is no established trading market for the Exchange Notes. We intend to obtain and maintain a listing for the Exchange Notes on the Official List of Euronext Dublin and
to admit the Exchange Notes for trading on the Global Exchange Market thereof. See "Description of the Exchange Notes--Listing of the Exchange Notes" and "Plan of
Distribution."
See "Risk Factors" beginning on page 18 for a discussion of risks you should consider prior to tendering your outstanding Restricted Notes
for exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 11, 2018.
Table of Contents
We are responsible for the information contained in this prospectus and any prospectus supplement, free writing prospectus or post-effective
amendment or incorporated by reference herein or therein. We have not authorized anyone to provide you with information or make any representation that
is different from or inconsistent with, or in addition to, such information and we take no responsibility for any other information that others may give you.
We are not making the exchange offer to, nor will we accept surrenders for exchange from, holders of outstanding Restricted Notes in any jurisdiction in
which the applicable exchange offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it is otherwise unlawful.
This document may only be used where it is legal to exchange these securities. You should not assume that the information contained or incorporated by
reference in this prospectus or any prospectus supplement, free writing prospectus or post-effective amendment is correct as of any date after the date of the
document containing the information. Since the respective dates of the prospectus and any prospectus supplement, free writing prospectus or post-effective
amendment, our business, financial condition, results of operations and prospects may have changed. Except as required by law, we undertake no
obligation to update any information contained or incorporated herein for revisions or changes after the date of this prospectus.
TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS

ii
INCORPORATION BY REFERENCE

ii
WHERE YOU CAN FIND MORE INFORMATION

iii
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

iii
SUMMARY

1
RISK FACTORS

18
USE OF PROCEEDS

27
THE EXCHANGE OFFER

28
DESCRIPTION OF THE EXCHANGE NOTES

38
BOOK-ENTRY, DELIVERY AND FORM

67
PLAN OF DISTRIBUTION

70
MATERIAL TAX CONSIDERATIONS

73
LEGAL MATTERS

77
EXPERTS

77
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3
ENFORCEABILITY OF CIVIL LIABILITIES

78
CERTAIN INSOLVENCY LAW CONSIDERATIONS

79

i
Table of Contents
ABOUT THIS PROSPECTUS
It is important that you read and consider all of the information contained in this 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" and "Where You Can Find More
Information."
In this prospectus, unless otherwise indicated herein or the context otherwise indicates, "Mylan Inc." refers to Mylan Inc., a Pennsylvania
corporation, and, where appropriate, its consolidated subsidiaries, except in the "Description of the Exchange Notes" or where it is clear from the context
that the terms mean only the issuer, Mylan Inc. "Mylan N.V." refers to Mylan N.V., a public limited liability company (naamloze vennootschap)
incorporated and existing under the laws of the Netherlands, and, where appropriate, its consolidated subsidiaries, except in the "Description of the
Exchange Notes" or where it is clear from the context that the terms mean only Mylan N.V. The terms "Mylan," "we," "us," "our" and the "Company"
refer to Mylan Inc. and Mylan N.V., and, where appropriate, the consolidated subsidiaries of Mylan N.V. Mylan N.V. is considered the successor to Mylan
Inc. for certain purposes under both the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Unless otherwise stated herein, currency amounts in this prospectus are stated in U.S. Dollars.

INCORPORATION BY REFERENCE
We "incorporate by reference" certain information into this prospectus from certain documents that Mylan N.V. has filed with the Securities and
Exchange Commission (the "SEC") prior to the date of this prospectus. This information is considered to be part of this prospectus, except for any
information that is superseded or modified by information included directly in this prospectus. Mylan N.V. is considered the successor to Mylan Inc. for
certain purposes under both the Securities Act and the Exchange Act, including for the purpose of incorporation of certain documents by reference. This
prospectus incorporates by reference the documents set forth below (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current
Report on Form 8-K) that Mylan N.V. has previously filed with the SEC. These documents contain important information about us, including our financial
condition, results of operations and descriptions of our businesses.

· Quarterly Reports on Form 10-Q of Mylan N.V. for the three months ended March 31, 2018, filed on May 10, 2018, for the three months

ended June 30, 2018, filed on August 8, 2018, and for the three months ended September 30, 2018, filed on November 6, 2018;

· Annual Report on Form 10-K of Mylan N.V. for the year ended December 31, 2017, filed on March 1, 2018 (as amended by Amendment

No. 1 on Form 10-K/A, filed on April 30, 2018);

· Current Reports on Form 8-K of Mylan N.V. filed on January 9, 2018, February 26, 2018, April 9, 2018, May 23, 2018 and July 5, 2018,

July 30, 2018 and Current Report on Form 8-K/A filed on August 8, 2018; and

· Definitive Proxy Statement on Form DEF 14A of Mylan N.V., filed on May 30, 2018 (as amended by the Definitive Additional Materials on

Form DEFA 14A, filed on June 13, 2018, as further amended by the Definitive Additional Materials on Form DEFA 14A, filed on June 19,
2018).
We hereby further incorporate by reference additional documents that Mylan N.V. may file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act on and after the date of this prospectus until the termination of the offering of the Exchange Notes and after the date of the initial
registration statement and prior to the effectiveness of the registration statement of which this prospectus is a part (other than information furnished
pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K). These documents include periodic reports, such as Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q and certain Current

ii
Table of Contents
Reports on Form 8-K (or portions thereof) that are "filed" with the SEC, as well as proxy statements. A hard copy of the documents Mylan N.V. filed with
the SEC that are incorporated by reference into this prospectus will not be sent to you unless requested.
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3
You can obtain any of the documents incorporated by reference into this prospectus from the SEC, through the SEC's website at the address
described below or from us by requesting them in writing or by telephone at the following address:
Mylan N.V.
Attention: Investor Relations
Building 4, Trident Place, Mosquito Way
Hatfield, Hertfordshire, AL10 9UL, England
Telephone: +44 (0) 1707-853-000
WHERE YOU CAN FIND MORE INFORMATION
Mylan N.V. files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC also
maintains an Internet website from which interested parties can electronically access our SEC filings. The address of that site is http://www.sec.gov. Our
Internet website address is www.mylan.com. Information on our website does not constitute a part of this prospectus.
In order to obtain timely delivery of these documents, you must request the information no later than January 2, 2019, which is five
business days before the expiration date of this exchange offer, unless we extend the time period for the exchange offer.
We have agreed that, even if we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, for so long as any of the
Exchange Notes remain outstanding, we will file with the SEC (unless the SEC will not accept such a filing, in which case we will provide to holders of
the Exchange Notes) all annual and quarterly reports, and such information, documents and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation subject to such sections.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, and the documents incorporated herein by reference, contain "forward-looking statements."
These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may include, without limitation, statements about the offering of securities registered hereunder and any other statements regarding Mylan's
future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, and
other expectations and targets for future periods. These may often be identified by the use of words such as "will," "may," "could," "should," "would,"
"project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "pipeline," "intend," "continue," "target" and variations of these
words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from
those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to:
actions and decisions of healthcare and pharmaceutical regulators; failure to achieve expected or targeted future financial and operating performance and
results; uncertainties regarding future demand, pricing and reimbursement for our products; any regulatory, legal, or other impediments to Mylan's ability
to bring new products to market, including, but not limited to, where Mylan uses its business judgment and decides to manufacture, market, and/or sell
products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally

iii
Table of Contents
resolved by the courts (i.e., an "at-risk launch"); success of clinical trials and Mylan's ability to execute on new product opportunities; any changes in or
difficulties with our manufacturing facilities, supply chain or inventory or our ability to meet anticipated demand; the scope, timing, and outcome of any
ongoing legal proceedings, including government investigations, and the impact of any such proceedings on our financial condition, results of operations,
and/or cash flows; the ability to meet expectations regarding the accounting and tax treatments of acquisitions, including Mylan N.V.'s acquisition of
Mylan Inc. and Abbott Laboratories' non-U.S. developed markets specialty and branded generics business; changes in relevant tax and other laws,
including but not limited to changes in the U.S. tax code and healthcare and pharmaceutical laws and regulations in the U.S. and abroad; any significant
breach of data security or data privacy or disruptions to our information technology systems; the ability to protect intellectual property and preserve
intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and
retain key personnel; the impact of competition; identifying, acquiring, and integrating complementary or strategic acquisitions of other companies,
products, or assets being more difficult, time-consuming or costly than anticipated; the possibility that Mylan may be unable to achieve expected synergies
and operating efficiencies in connection with strategic acquisitions or restructuring programs within the expected time-frames or at all; uncertainties and
matters beyond the control of management, including but not limited to general political and economic conditions and global exchange rates; and inherent
uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures,
in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and related standards or on an adjusted basis.
For more detailed information on the risks and uncertainties associated with Mylan's business activities, see the risks described in the Annual Report on
Form 10-K of Mylan N.V. for the year ended December 31, 2017 and Mylan N.V.'s other filings with the SEC. In addition, risks related to the securities
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3
are more fully discussed in the section entitled "Risk Factors" beginning on page 18 of this prospectus. You can access Mylan N.V.'s filings with the SEC
through the SEC website at www.sec.gov or through its website, and Mylan strongly encourages you to do so. Mylan N.V. routinely posts information that
may be important to investors on its website at investor.mylan.com, and we use this website address as a means of disclosing material information to the
public in a broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure (Reg FD). The contents of Mylan N.V.'s website are not
incorporated by reference in this prospectus and shall not be deemed "filed" under the Exchange Act. Mylan undertakes no obligation to update any
statements herein for revisions or changes after the filing date of this prospectus.

iv
Table of Contents
SUMMARY
The information below about us and the exchange offer is a summary of the more detailed information included elsewhere or incorporated by
reference in this prospectus. You should read carefully the following summary together with the more detailed information contained in this
prospectus and the information incorporated by reference into those documents, including the risk factors described on page 18 of this prospectus
and the "Risk Factors" sections in our Annual Report on Form 10-K for the year ended December 31, 2017. This summary is not complete and does
not contain all of the information you should consider when making your investment decision.
Our Company
Mylan is a global pharmaceutical company committed to setting new standards in healthcare and providing 7 billion people access to high
quality medicine. We offer a growing portfolio of more than 7,500 products, including prescription generic, branded generic and brand-name drugs
and over-the-counter remedies. We market our products in more than 165 countries and territories. Every member of our approximately
35,000-strong workforce is dedicated to delivering better health for a better world.
Over the last several years, Mylan has transformed itself through a clear, consistent and differentiated strategy into a company that is built to
last. Fueling that durability is a business model anchored in providing access, Mylan's core purpose.
Providing access requires that we satisfy the needs of an incredibly diverse global marketplace whose economic and political systems,
approaches to delivering and paying for healthcare, languages and traditions, and customer and patient requirements vary by location and over time.
With these considerations in mind, we have scaled our commercial, operational and scientific platforms to meet customers' evolving needs in
ways that are globally consistent and locally sensitive. As a result, not only are we succeeding in expanding people's access to medicine, we are
continually diversifying our business.
That diversification is what drives our durability. Durability allows us to withstand and overcome competitive pressures while continuing to
innovate. It also allows us to generate consistent financial results, including reliable cash flows capable of supporting ongoing investments in long-
term growth.

1
Table of Contents
Our Structure
The following chart provides a summary of our corporate structure and the amount of indebtedness outstanding as of September 30, 2018. The
chart only depicts selected subsidiaries of Mylan N.V., including Mylan Inc., and does not distinguish between direct and indirect ownership.

https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3

(1)
Mylan N.V. guarantees all of Mylan Inc.'s outstanding senior unsecured indebtedness, and will guarantee the Exchange Notes upon issuance.
(2)
Mylan Inc. guarantees all of Mylan N.V.'s outstanding senior unsecured indebtedness.
(3)
At September 30, 2018, there were no outstanding short-term borrowings under the Amended and Restated Receivables Purchase Agreement
dated as of January 27, 2015, among Mylan Securitization LLC, an indirect wholly owned subsidiary of Mylan Inc., as seller, Mylan
Pharmaceuticals Inc., an indirect wholly owned subsidiary of Mylan Inc., as originator and servicer, certain conduit purchasers, committed
purchasers, letter of credit issuers and purchaser agents from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch, as agent, as amended by Amendment No. 1 to the Amended and Restated Accounts Receivables Purchase Agreement dated as of
May 20, 2016 and Amendment No. 2 to the Amended and Restated Accounts Receivables Purchase Agreement dated as of January 26, 2018 (as
amended, the "Accounts Receivable Securitization Facility").
(4)
At September 30, 2018, there were no outstanding borrowings under the Revolving Credit Agreement, dated as of July 27, 2018, among Mylan
Inc., as borrower, Mylan N.V., as guarantor, certain lenders and issuing banks and Bank of America, N.A., as administrative agent (the
"Revolving Credit Facility").
(5)
At September 30, 2018, there were no commercial paper notes outstanding under the unsecured commercial paper program dated as of July 27,
2018 (the "Commercial Paper Program").

2
Table of Contents
(6)
At September 30, 2018, there were $100.0 million of outstanding borrowings under the Term Credit Agreement, dated as of November 22,
2016, among Mylan N.V., as borrower, Mylan Inc., as guarantor, the lenders party thereto and Goldman Sachs Bank USA, as administrative
agent (the "Term Loan Credit Facility").
Company Information
Mylan Inc., a Pennsylvania corporation, is a wholly-owned subsidiary of Mylan N.V. Mylan Inc.'s address is 1000 Mylan Boulevard,
Canonsburg, Pennsylvania 15317, and its telephone number is (724) 514-1800. Mylan N.V. is a public limited liability company (naamloze
vennootschap) incorporated and existing under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands.
Mylan N.V.'s principal executive offices are located at Building 4, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL, England and
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3
Mylan N.V. group's global headquarters are located at 1000 Mylan Boulevard, Canonsburg, PA 15317. Mylan N.V.'s ordinary shares are listed on the
NASDAQ Global Select Stock Market ("NASDAQ"). Mylan N.V.'s telephone number is +44 (0) 1707-853-000 and our Internet address is
www.mylan.com. Information on our website does not constitute a part of this prospectus. For certain purposes, Mylan N.V. is considered the
successor to Mylan Inc. Additional information about Mylan N.V. and Mylan Inc. is included in the documents incorporated by reference into this
prospectus. See "Where You Can Find More Information" and "Incorporation by Reference" in this prospectus.

3
Table of Contents
Summary Description of the Exchange Offer
On April 9, 2018, we completed the private offering of $750,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 and
$750,000,000 aggregate principal amount of 5.200% Senior Notes due 2048. As part of that offering, we entered into a registration rights agreement
with the initial purchasers of those Restricted Notes in which we agreed, among other things, to mail or make available a prospectus and letter of
transmittal to registered holders of the Restricted Notes and to use our commercially reasonable efforts to complete an exchange offer for such
Restricted Notes in compliance with applicable securities laws. See "The Exchange Offer--Purpose of the Exchange Offer."
Below is a summary of the exchange offer.

Restricted Notes
$750,000,000 in aggregate principal amount of 4.550% Senior Notes due 2028 (the "2028
Restricted Notes").

$750,000,000 in aggregate principal amount of 5.200% Senior Notes due 2048 (the "2048

Restricted Notes" and, together with the 2028 Restricted Notes, the "Restricted Notes")

Exchange Notes
$750,000,000 in aggregate principal amount of 4.550% Senior Notes due 2028 (the "2028
Exchange Notes").

$750,000,000 in aggregate principal amount of 5.200% Senior Notes due 2048 (the "2048

Exchange Notes" and, together with the 2028 Exchange Notes, the "Exchange Notes").

The issuance of each series of the Exchange Notes has been registered under the Securities

Act.

The form and terms of the 2028 Exchange Notes and the 2048 Exchange Notes are identical
in all material respects to those of the 2028 Restricted Notes and the 2048 Restricted Notes,

respectively, except that the transfer restrictions, registration rights and additional interest
provisions relating to the Restricted Notes do not apply to the Exchange Notes.

In addition, the Exchange Notes bear different CUSIP numbers than the corresponding series

of Restricted Notes.

Exchange Offer
We are offering to issue up to:

(i) $750,000,000 principal amount of the 2028 Exchange Notes, in exchange for a like

principal amount of the 2028 Restricted Notes;

and

(ii) $750,000,000 principal amount of the 2048 Exchange Notes, in exchange for a like

principal amount of the 2048 Restricted Notes,

to satisfy our obligations under the registration rights agreement that we entered into when

the Restricted Notes were issued in reliance upon the exemption from registration provided
by Section 4(a)(2) and Rule 144A and Regulation S of the Securities Act.

The Restricted Notes may only be tendered in minimum denominations of $2,000 in

principal amount or in integral multiples
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3

4
Table of Contents

of $1,000 in excess thereof. See "The Exchange Offer--Terms of the Exchange Offer."

In order to exchange the Restricted Notes, you must follow the required procedures and we
must accept the Restricted Notes for exchange. We will exchange all Restricted Notes

validly tendered and not validly withdrawn prior to the expiration date of the exchange offer.
See "The Exchange Offer."

The Exchange Notes will be guaranteed by Mylan N.V. upon issuance.

Expiration Date; Tenders
The exchange offer will expire at 5:00 p.m., New York City time, on January 9, 2019, unless
extended in our sole and absolute discretion. By tendering your Restricted Notes, you
represent to us that:

· you are not an "affiliate," as defined in Rule 405 under the Securities Act, of ours;

· you are not participating, do not intend to participate, and have no arrangement or

understanding with any person to participate, in a "distribution," as defined in the
Securities Act, of the Exchange Notes;

· you are acquiring the Exchange Notes in your ordinary course of business; and

· if you are a broker-dealer, you will receive the Exchange Notes for your own account in
exchange for the Restricted Notes that were acquired by you as a result of your market-
making or other trading activities, you will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of the Exchange Notes you receive and

you have not entered into any agreement or understanding with us or any of our
"affiliates," as defined in Rule 405 under the Securities Act, to participate in a
"distribution," as defined under the Securities Act, of the Exchange Notes. For further
information regarding resales of the Exchange Notes by participating broker-dealers, see
the discussion under the caption "Plan of Distribution."

Withdrawal
You may withdraw any Restricted Notes tendered in the exchange offer at any time prior to
5:00 p.m., New York City time, on January 9, 2019. See "The Exchange Offer--Withdrawal
Rights."

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may waive. The exchange
offer is not conditioned upon the tender of any minimum principal amount of outstanding
Restricted Notes. See "The Exchange Offer--Conditions to the Exchange Offer."

Procedures for Tendering the Restricted Notes
You must do the following on or prior to the expiration or termination of the exchange offer
to participate in the exchange offer:

· tender your Restricted Notes by sending the certificates for your Restricted Notes, in

proper form for transfer, a properly completed

5
Table of Contents
and duly executed letter of transmittal, with any required signature guarantees, and all
other documents required by the letter of transmittal, to The Bank of New York Mellon, as

exchange agent, at one of the addresses listed below under the caption "The Exchange
Offer--Exchange Agent;" or
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3

· tender your Restricted Notes by using the book-entry transfer procedures described below
and sending a properly completed and duly executed letter of transmittal, with any
required signature guarantees, or causing to be delivered an agent's message instead of the
letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute
a valid tender of your Restricted Notes in the exchange offer, The Bank of New York

Mellon, as exchange agent, must receive a confirmation of book-entry transfer of your
Restricted Notes into the exchange agent's account at The Depository Trust Company
("DTC") prior to the expiration or termination of the exchange offer. For more
information regarding the use of book-entry transfer procedures, including a description of
the required agent's message, see the discussion below under the caption "The Exchange
Offer--Book-Entry Transfers."

For more information on the procedures for tendering the Restricted Notes, see the

discussion under the caption "The Exchange Offer--Procedures for Tendering Restricted
Notes."

Special Procedures for Beneficial Owners
If you are a beneficial owner whose Restricted Notes are registered in the name of the
broker, dealer, commercial bank, trust company or other nominee, and you wish to tender
your Restricted Notes in the exchange offer, you should promptly contact the person in
whose name the Restricted Notes are registered and instruct that person to tender on your
behalf. Any registered holder that is a participant in DTC's book-entry transfer facility
system may make book-entry delivery of the Restricted Notes by causing DTC to transfer the
Restricted Notes into the exchange agent's account. If you wish to tender your Restricted
Notes in the exchange offer on your own behalf, prior to completing and executing the letter
of transmittal and delivering your Restricted Notes, you must either make appropriate
arrangements to register ownership of the Restricted Notes in your name with DTC or obtain
a properly completed note power from the person in whose name the Restricted Notes are
registered.

Use of Proceeds
We will not receive any proceeds from issuance of the Exchange Notes in connection with
the exchange offer.

Exchange Agent
The Bank of New York Mellon is the exchange agent for the exchange offer. You can find
the address, telephone number and e-mail address of the exchange agent below under the
caption "The Exchange Offer--Exchange Agent." The Bank of New York Mellon is also the
trustee under the indenture governing the Restricted Notes and Exchange Notes.

6
Table of Contents
Resales
Based on interpretations by the SEC staff, as detailed in a series of no-action letters issued to
third parties, we believe that the Exchange Notes issued in the exchange offer pursuant to
this prospectus may be offered for resale, resold or otherwise transferred by you without
compliance with the registration and prospectus delivery requirements of the Securities Act,
provided that:

· you are not an "affiliate" of ours, as defined in Rule 405 under the Securities Act;

· you are acquiring the Exchange Notes in your ordinary course of business; and

· you are not participating, do not intend to participate and have no arrangement or

understanding with any person to participate, in a "distribution," as defined in the
Securities Act, of the Exchange Notes.

We base our belief on interpretations by the SEC staff in no-action letters issued to other
issuers making exchange offers similar to ours. We cannot guarantee the SEC would make a

similar decision about our exchange offer. If our belief is wrong, you could incur liability
under the Securities Act. We will not indemnify or otherwise protect you against any loss
https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Form 424B3
incurred as a result of this liability under the Securities Act.

If you are an "affiliate" of ours, as defined in Rule 405 under the Securities Act, participate

or intend to participate in or have any arrangement or understanding with any person to
participate in the "distribution," as defined in the Securities Act, of the Exchange Notes:

· you cannot rely on the applicable interpretations of the staff of the SEC;

· you will not be entitled to participate in the exchange offer; and

· you must comply with the registration and prospectus delivery requirements of the

Securities Act in connection with any resale transaction of the Exchange Notes.

See the discussion below under the caption "The Exchange Offer--Consequences of

Exchanging or Failing to Exchange Restricted Notes" for more information.

Broker-Dealer
Each broker or dealer that receives the Exchange Notes for its own account in exchange for
the Restricted Notes that were acquired as a result of market-making or other trading
activities must acknowledge that it will comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any offer to resell or other transfer of
the Exchange Notes issued in the exchange offer, including the delivery of a prospectus that
contains information with respect to any selling holder required by the Securities Act in
connection with any resale of the Exchange Notes.

7
Table of Contents

Furthermore, any broker-dealer that acquired any of its Restricted Notes directly from us:

· may not rely on the applicable interpretation of the SEC staff's position contained in
Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley &

Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action
letter (July 2, 1993); and

· must also be named as a selling noteholder in connection with the registration and

prospectus delivery requirements of the Securities Act relating to any resale transaction.

This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of the Exchange Notes received in exchange for the
Restricted Notes which were received by such broker-dealer as a result of market making

activities or other trading activities. We have agreed that for a period of not less than 90 days
after the expiration of the exchange offer, we will make this prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Registration Rights Agreement
When we issued the Restricted Notes on April 9, 2018, we entered into a registration rights
agreement with the initial purchasers of the Restricted Notes. Under the terms of the
registration rights agreement, we agreed to use commercially reasonable efforts to:

· file with the SEC and cause to become effective a registration statement relating to an

offer to exchange the Restricted Notes for the Exchange Notes; and

· to consummate the exchange offer not later than 365 days after the date of issuance of the

Restricted Notes.

If we do not complete the exchange offer on or prior to April 9, 2019 or if we fail to meet
certain other conditions described under "Description of the Exchange Notes--Registration
Rights--Additional Interest," the interest rate borne by the Restricted Notes will increase at a

rate of 0.25% per annum every 90 days following the occurrence of such a registration
default (but shall not exceed 0.50% per annum in total) until the condition which gave rise to
the additional interest is cured.

https://www.sec.gov/Archives/edgar/data/69499/000119312518347038/d489271d424b3.htm[12/12/2018 10:40:38 AM]

Document Outline

#1">
- #1">