Obligation Mylan N.V. 2.5% ( US62854AAK07 ) en USD

Mylan N.V.

100 % ⇌

Pays-Bas

US62854AAK07 ( en USD )

2.5% par an ( paiement semestriel )

07/06/2019 - Obligation échue

Prospectus brochure de l'obligation Mylan NV US62854AAK07 en USD 2.5%, échue

2 000 USD

998 950 000 USD

62854AAK0

N/A

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 émise par Mylan N.V. ( Pays-Bas ) , en USD, avec le code ISIN US62854AAK07, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/06/2019

424B3
424B3 1 d317975d424b3.htm 424B3
Filed pursuant to Rule 424(b)(3)
Registration No. 333-214870

PROSPECTUS

MYLAN N.V.
MYLAN INC.
OFFER TO EXCHANGE
Up to $1,000,000,000 aggregate principal amount of 2.500% Senior Notes due 2019
CUSIP #62854A AE4, ISIN #US62854AAE47
CUSIP #N59465 AE9, ISIN #USN59465AE97 (the "2019 Restricted Notes")
for a like aggregate principal amount of 2.500% Senior Notes
due 2019 which have been registered under the Securities Act of 1933, as amended (the
"2019 Exchange Notes"),
Up to $2,250,000,000 aggregate principal amount of 3.150% Senior Notes due 2021
CUSIP #62854A AC8, ISIN #US62854AAC80
CUSIP #N59465 AC3, ISIN #USN59465AC32 (the "2021 Restricted Notes")
for a like aggregate principal amount of 3.150% Senior Notes
due 2021 which have been registered under the Securities Act of 1933, as amended (the
"2021 Exchange Notes"),
Up to $2,250,000,000 aggregate principal amount of 3.950% Senior Notes due 2026
CUSIP #62854A AD6, ISIN #US62854AAD63
CUSIP #N59465 AD1, ISIN #USN59465AD15 (the "2026 Restricted Notes")
for a like aggregate principal amount of 3.950% Senior Notes
due 2026 which have been registered under the Securities Act of 1933, as amended (the
"2026 Exchange Notes")
and
Up to $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2046
CUSIP #62854A AG9, ISIN #US62854AAG94
CUSIP #N59465 AF6, ISIN #USN59465AF62 (the "2046 Restricted Notes")
for a like aggregate principal amount of 5.250% Senior Notes
due 2046 which have been registered under the Securities Act of 1933, as amended (the
"2046 Exchange Notes").

We refer to the registered 2019 Exchange Notes, 2021 Exchange Notes, 2026 Exchange Notes and 2046 Exchange Notes in this
exchange offer collectively as the "Exchange Notes," and to all outstanding 2019 Restricted Notes, 2021 Restricted Notes, 2026 Restricted
Notes and 2046 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 31, 2017,
unless we extend the exchange offer in our sole and absolute discretion.
Terms of the exchange offer:
https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3

·
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 of 1933, as amended (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 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 Inc., a Pennsylvania corporation and our
wholly owned subsidiary. In addition, if a subsidiary of the company 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 the Irish Stock Exchange 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 24 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 January 3, 2017.
We have not authorized any person to provide any information or to make any representation other than the information contained or
incorporated by reference in this prospectus, and if any person provides any of this information or makes any representation of this kind, that
https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3
information or representation must not be relied upon as having been authorized by us. 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 sell these securities. You should assume that the information contained in this prospectus is accurate only as of its date, 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
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

24
USE OF PROCEEDS

32
RATIO OF EARNINGS TO FIXED CHARGES

33
THE EXCHANGE OFFER

34
DESCRIPTION OF THE EXCHANGE NOTES

44
BOOK-ENTRY, DELIVERY AND FORM

77
PLAN OF DISTRIBUTION

80
MATERIAL TAX CONSIDERATIONS

82
LEGAL MATTERS

86
EXPERTS

86
ENFORCEABILITY OF CIVIL LIABILITIES

87
CERTAIN INSOLVENCY LAW CONSIDERATIONS

88

i
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, the terms "Mylan," "we," "us," "our" and the
"Company" refer 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 refer to only the issuer, Mylan N.V. "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 term refers to only
Mylan Inc. We are 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"). "Meda" refers to Meda AB (publ.), a public limited company organized under the laws of Sweden, and,
where appropriate, its consolidated subsidiaries, except in the "Description of the Exchange Notes" or where it is clear from context that the term
refers only to Meda.
Unless otherwise stated herein, references to "U.S. Dollars," "USD" and "$" are to the currency of the United States of America and
references to "SEK" and "kr" are to the currency of Sweden.

https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3
INCORPORATION BY REFERENCE
We "incorporate by reference" certain information into this prospectus from certain documents that we have 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. We are 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 we have previously filed with the SEC. These documents contain important information about us, including our
financial condition, results of operations and descriptions of our businesses.

·
Our Amendment No. 3 to the Registration Statement on Form S-4 (the "Meda Registration Statement on Form S-4"), filed on June 14,
2016 (only the sections entitled (i) "Risk Factors Related to Mylan and the Offer" (other than the subsection entitled "Risks Related to

the Offer"); (ii) "Risk Factors Related to Meda;" (iii) "The Offer" (only the subsection entitled "Compulsory Acquisition"); (iv)
"Information Regarding Meda;" and (v) "Meda Management's Discussion and Analysis of Financial Condition and Results of
Operations of Meda;"

·
Our Quarterly Reports on Form 10-Q for the three months ended March 31, 2016, filed on May 3, 2016, for the three months ended

June 30, 2016, filed on August 9, 2016, and for the three months ended September 30, 2016, filed on November 9, 2016;

·
Our Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 16, 2016 (as amended by Amendment No.

1 on Form 10-K/A, filed on April 29, 2016);

·
Our Current Reports on Form 8-K filed on January 8, 2016, January 11, 2016, February 17, 2016, February 26, 2016, March 1, 2016,
March 11, 2016, April 14, 2016, May 3, 2016 (solely with respect to the Current Report regarding our hiring of a new chief financial

officer), June 3, 2016, June 15, 2016, June 24, 2016, August 11, 2016 (as amended by Amendment No. 1 on Form 8-K/A, filed on
September 6, 2016), September 6, 2016, November 14, 2016, November 29, 2016, December 7, 2016 and December 23, 2016; and

ii
·
Our Definitive Proxy Statement on Form DEF 14A, filed on May 25, 2016 (as amended by the Definitive Additional Materials on Form

DEFA 14A, filed on June 3, 2016).
Mylan hereby further incorporates by reference additional documents that Mylan 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 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 we filed with the SEC that are incorporated by reference into this prospectus will not be
sent to you unless requested.
You can obtain any of the documents incorporated by reference in 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
We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read
and copy any of this information at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-
800-SEC-0330 for further information on the Public Reference Room. 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 24, 2017, 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
https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3
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." Such forward-looking
statements may include, without limitation, statements about this offering, the acquisition of Meda by Mylan (the "Meda Transaction"), Mylan's
acquisition (the "EPD Transaction") of Mylan Inc. and Abbott Laboratories' non-U.S. developed markets specialty and branded generics business
(the "EPD Business"), the potential benefits and synergies of the EPD Transaction and the Meda Transaction, future opportunities for Mylan and
products, and any other statements regarding Mylan's future operations, anticipated business levels,

iii
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," "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: uncertainties related
to the Meda Transaction; the possibility that Mylan will not be able to repurchase, repay or refinance Meda's outstanding debt obligations on
favorable terms or at all; the ability to meet expectations regarding the accounting and tax treatments of the EPD Transaction and the Meda
Transaction; 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; actions and decisions of healthcare and pharmaceutical regulators; the integration of the EPD Business
and Meda being more difficult, time-consuming, or costly than expected; operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with employees, customers, clients, or suppliers) being greater than expected following
the EPD Transaction and the Meda Transaction; the retention of certain key employees of the EPD Business and Meda being difficult; the
possibility that Mylan may be unable to achieve expected synergies and operating efficiencies in connection with the EPD Transaction and the
Meda Transaction within the expected time-frames or at all and to successfully integrate the EPD Business and Meda; with respect to the
Company's $465 million settlement with the U.S. Department of Justice and other government agencies related to the classification of the EpiPen®
Auto-Injector for purposes of the Medicaid Drug Rebate Program, the inability or unwillingness on the part of any of the parties to agree to a final
settlement, any legal or regulatory challenges to the settlement, and any failure by third parties to comply with their contractual obligations;
expected or targeted future financial and operating performance and results; the capacity 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 resolved by the courts (i.e., an "at-risk launch"); any
regulatory, legal, or other impediments to Mylan's ability to bring new products to market; success of clinical trials and Mylan's ability to execute
on new product opportunities; any changes in or difficulties with our inventory of, and our ability to manufacture and distribute, the EpiPen®
Auto-Injector and EpiPen Jr® Auto-Injector (collectively, "EpiPen® Auto-Injector") to meet anticipated demand; the potential impact of any
change in patient access to the EpiPen® Auto-Injector and the introduction of a generic version of the EpiPen® Auto-Injector; the scope, timing,
and outcome of any ongoing legal proceedings, including government investigations, and the impact of any such proceedings on financial
condition, results of operations and/or cash flows; 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; changes in
third-party relationships; the impact of competition; changes in the economic and financial conditions of the businesses of Mylan; the inherent
challenges, risks, and costs in identifying, acquiring, and integrating complementary or strategic acquisitions of other companies, products or assets
and in achieving anticipated synergies; uncertainties and matters beyond the control of management; 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 our business activities, see the risks described in our Annual Report on Form
10-K for the year ended December 31, 2015, as amended, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, our Meda Registration Statement on Form S-4 filed on June 14, 2016
and our other filings with the SEC. In addition, risks related to the notes are more fully discussed in the section entitled "Risk Factors" beginning
on page 24 of this prospectus. You can access our filings with the SEC through the SEC website at www.sec.gov, and Mylan strongly encourages
you to do so. We undertake no obligation to update any statements herein for revisions or changes after the date of this prospectus, except as
required by law.

iv
SUMMARY
The information below about us and the exchange offer is a summary of the more detailed information included elsewhere or
https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3
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 24 of this prospectus and the "Risk Factors" sections in our Annual Report on Form 10-K for the year ended December 31, 2015, our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and September 30, 2016 and our Meda Registration Statement on
Form S-4. This summary is not complete and does not contain all of the information you should consider when making your investment
decision.
Our Company
We are a leading global pharmaceutical company, which develops, licenses, manufactures, markets and distributes generic, branded
generic and specialty pharmaceuticals. We are committed to setting new standards in healthcare by creating better health for a better world,
and our mission is to provide the world's 7 billion people access to high quality medicine. To do so, we innovate to satisfy unmet needs; make
reliability and service excellence a habit; do what's right, not what's easy; and impact the future through passionate global leadership.
We offer one of the industry's broadest product portfolios, including more than 2,700 marketed products, to customers in more than 165
countries and territories. We operate a global, high quality vertically-integrated manufacturing platform, which includes more than 50
manufacturing and research and development ("R&D") facilities around the world and one of the world's largest active pharmaceutical
ingredient operations. We also operate a strong R&D network that has consistently delivered a robust product pipeline. Additionally, we have
a specialty business that is focused on respiratory and allergy therapies.
Recent Developments
On August 5, 2016, Mylan acquired approximately 94% of the total number of outstanding shares of Meda, at which time Meda became
a controlled subsidiary of Mylan. A compulsory acquisition proceeding has been initiated in accordance with the Swedish Companies Act (Sw.
aktiebolagslagen (2005:551) to acquire the remaining Meda shares. On November 1, 2016, Mylan made an offer to the remaining Meda
shareholders to tender all their Meda shares to Mylan for cash consideration of 161.31kr per Meda share (the "November Offer") to provide
such remaining Meda shareholders with an opportunity to sell their Meda shares to Mylan in advance of the automatic acquisition of their
shares for cash in connection with the compulsory acquisition proceeding. On November 30, 2016, Mylan completed the acquisition of the
approximately 19 million Meda shares duly tendered into the November Offer for aggregate cash consideration of approximately $330.3
million and, as a result, Mylan now owns approximately 98.9% of the total number of outstanding Meda shares. The remaining Meda
shareholders will automatically receive cash consideration plus statutory interest for their Meda shares as determined in the compulsory
acquisition proceeding.
On December 14, 2016, attorneys general of twenty states filed a complaint against several generic pharmaceutical drug makers,
including Mylan, alleging anticompetitive conduct with respect to, among other things, Doxycycline Hyclate Delayed Release in violation of
federal antitrust laws. We believe that the claims in this lawsuit against Mylan are without merit and intend to defend against them vigorously.
On December 14, 2016, a putative class action was filed in the United States District Court for the Southern District of New York by
indirect purchasers against Mylan and Lannett Company, Inc., alleging a conspiracy to fix, maintain, and/or stabilize the price of generic
levothyroxine. Mylan intends to deny liability and to defend this action vigorously.

1
Beginning in November 2016 two putative class actions have been filed in the United States District Court for the Eastern District of
Pennsylvania by indirect purchasers against Mylan and other manufacturers, alleging conspiracies to fix, maintain, and/or stabilize the price of
certain Divalproex products. Mylan intends to deny liability and to defend these actions vigorously.
Our Structure
The following chart provides a summary of our corporate structure and the amount of indebtedness outstanding as of September 30,
2016. The chart only depicts selected subsidiaries of the Company, including Mylan Inc. and Meda, and does not distinguish between wholly
owned and non-wholly owned subsidiaries. All Meda amounts on the chart were translated at the closing rate of 8.5739 SEK per U.S. Dollar,
as quoted by Bloomberg, as of September 30, 2016.

https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3

(1)
Mylan N.V. guarantees all of Mylan Inc.'s outstanding senior unsecured indebtedness.
(2)
Mylan Inc. guarantees all of Mylan N.V.'s outstanding senior unsecured indebtedness, and will guarantee the Exchange Notes upon
issuance.
(3)
At September 30, 2016, there were no outstanding borrowings under the Revolving Credit Agreement, dated as of December 19, 2014,
among Mylan Inc., as borrower, the Company, as guarantor, the lenders and letter of credit issuers party thereto, and Bank of America,
N.A., as administrative agent, as amended by Amendment No. 1 to Revolving Credit Agreement dated as of May 1, 2015, as further
amended by the Additional Credit Extension Amendment dated June 19, 2015, as further amended by Amendment No. 2 to Revolving
Credit Agreement dated as of October 28, 2015, and as further amended by Amendment No. 3 to

2
Revolving Credit Agreement dated as of February 22, 2016 (as amended, the "Revolving Credit Facility") or under the Amended and
Restated Receivables Purchase Agreement dated as of January 27, 2015, among Mylan Securitization LLC, an indirect wholly owned
subsidiary of the Company, as seller, Mylan Pharmaceuticals Inc., an indirect wholly owned subsidiary of the Company, as originator

and servicer, certain conduit purchasers, committed purchasers and letter of credit issuers from time to time party thereto and The Bank
of Tokyo-Mitsubishi UFG, Ltd., New York Branch, as agent, as amended by Amendment No. 1 to the Amended and Restated Accounts
Receivable Securitization Facility dated as of May 20, 2016 (as amended, the "Accounts Receivable Securitization Facility").
(4)
Term Credit Agreement dated December 19, 2014, among Mylan Inc., as borrower, the Company, as guarantor, the lenders party thereto
and Bank of America, N.A., as administrative agent, amended by Amendment No. 1 to Term Credit Agreement dated May 1, 2015, as
further amended by Amendment No. 2 to Term Credit Agreement dated October 28, 2015, and as further amended by Amendment No. 3
to Term Credit Agreement dated February 22, 2016 (as amended, the "2014 Term Loan Credit Facility") and the Term Credit Agreement
dated July 15, 2015, among Mylan Inc., as borrower, the Company, as guarantor, the lenders party thereto, and PNC Bank, National
Association, as administrative agent, as amended by Amendment No. 1 to Term Credit Agreement dated October 28, 2015 and as further
amended by Amendment No. 2 to Term Credit Agreement dated February 22, 2016 (as amended, the "2015 Term Loan Credit Facility"
and, together with the 2014 Term Loan Credit Facility, the "Term Loan Credit Facilities").
Company Information
We are a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands, with
https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3
our corporate seat (statutaire zetel) in Amsterdam, the Netherlands. Our principal executive offices are located at Building 4, Trident Place,
Mosquito Way, Hatfield, Hertfordshire, AL10 9UL, England and Mylan N.V. group's global headquarters are located at 1000 Mylan
Boulevard, Canonsburg, PA 15317. Our ordinary shares are listed on the NASDAQ Global Select Stock Market ("NASDAQ") and the Tel
Aviv Stock Exchange under the symbol "MYL." Our 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, we are considered the successor to Mylan Inc., a
Pennsylvania corporation, under both the Securities Act and the Exchange Act. Mylan Inc.'s address is 1000 Mylan Boulevard, Canonsburg,
Pennsylvania 15317, and its telephone number is (724) 514-1800. Additional information about us 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
Summary Description of the Exchange Offer
On June 9, 2016, we completed the private offering of $1,000,000,000 aggregate principal amount of 2.500% Senior Notes due 2019,
$2,250,000,000 aggregate principal amount of 3.150% Senior Notes due 2021, $2,250,000,000 aggregate principal amount of 3.950% Senior
Notes due 2026 and $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2046, which we refer to collectively as the
"Restricted Notes." 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
$1,000,000,000 in aggregate principal amount of 2.500% Senior Notes due 2019.

$2,250,000,000 in aggregate principal amount of 3.150% Senior Notes due 2021.

$2,250,000,000 in aggregate principal amount of 3.950% Senior Notes due 2026.

$1,000,000,000 in aggregate principal amount of 5.250% Senior Notes due 2046.

Exchange Notes
$1,000,000,000 in aggregate principal amount of 2.500% Senior Notes due 2019.

$2,250,000,000 in aggregate principal amount of 3.150% Senior Notes due 2021.

$2,250,000,000 in aggregate principal amount of 3.950% Senior Notes due 2026.

$1,000,000,000 in aggregate principal amount of 5.250% Senior Notes due 2046.

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

Securities Act.

The form and terms of the 2019 Exchange Notes, the 2021 Exchange Notes, the 2026
Exchange Notes and the 2046 Exchange Notes are identical in all material respects to
those of the 2019 Restricted Notes, the 2021 Restricted Notes, the 2026 Restricted Notes

and the 2046 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.

https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3

4
Exchange Offer
We are offering to issue up to:

(i) $1,000,000,000 principal amount of the 2019 Exchange Notes, in exchange for a like

principal amount of the 2019 Restricted Notes,

(ii) $2,250,000,000 principal amount of the 2021 Exchange Notes, in exchange for a like

principal amount of the 2021 Restricted Notes,

(iii) $2,250,000,000 principal amount of the 2026 Exchange Notes, in exchange for a

like principal amount of the 2026 Restricted Notes

and

(iv) $1,000,000,000 principal amount of the 2046 Exchange Notes, in exchange for a

like principal amount of the 2046 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 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 Inc. upon issuance.

Expiration Date; Tenders
The exchange offer will expire at 5:00 p.m., New York City time, on January 31, 2017,
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

5
of the Securities Act in connection with any resale of the Exchange Notes you
https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

424B3
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 31, 2017. 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 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

· 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

6
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.
https://www.sec.gov/Archives/edgar/data/69499/000119312517000864/d317975d424b3.htm[1/4/2017 9:03:35 AM]

Document Outline

#1">
- #1">