Debt

Short-Term Borrowings



(In millions)	September 30, 2018		December 31, 2017
Receivables Facility	$	—	$	45.0
Other	0.4		1.5
Short-term borrowings	$	0.4	$	46.5

The Receivables Facility matures in January 2019.

On July 27, 2018, the Company established an unsecured commercial paper program (the “Commercial Paper Program”) pursuant to which Mylan Inc. may issue short-term, unsecured commercial paper notes (the “CP Notes”) that are guaranteed by the Company pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), which replaced Mylan N.V.’s existing commercial paper program established June 8, 2017 (the “Existing Commercial Paper Program”) on substantially identical terms to the Existing Commercial Paper Program. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the commercial paper notes outstanding under the Commercial Paper Program at any time not to exceed $1.65 billion. The net proceeds of issuances of the CP Notes are expected to be used for general corporate purposes. The Company’s 2018 Revolving Facility (as defined below) will be available to pay the CP Notes, if necessary. The maturities of the CP Notes will vary but will not exceed 364 days from the date of issue.

The Company uses net proceeds from its Commercial Paper Program and the Receivables Facility as a source of liquidity for general corporate purposes, including for business development transactions, working capital and share repurchases. Commercial paper borrowings and the Receivables Facility may vary during a particular period, as a result of fluctuations in working capital requirements and timing of cash receipts.

Long-Term Debt

A summary of long-term debt is as follows:



(In millions)	Interest Rate as of September 30, 2018		September 30, 2018			December 31, 2017
Current portion of long-term debt:
2018 Senior Notes ^*	2.600	%	$	—		$	649.9
2018 Floating Rate Euro Notes^{(a) **}			580.2			600.2
2018 Senior Notes^**	3.000	%	—			499.8
2019 Senior Notes^**	2.500	%	549.9			—
Other			6.3			2.4
Deferred financing fees			(0.8		)	(3.1		)
Current portion of long-term debt			$	1,135.6		$	1,749.2

Non-current portion of long-term debt:
2016 Term Facility ^(b) ^**	3.617	%	100.0			100.0
2019 Senior Notes ^**	2.500	%	—			999.5
2019 Senior Notes^*	2.550	%	—			499.7
2020 Floating Rate Euro Notes^{(c) **}			580.2			600.2
2020 Euro Senior Notes^**	1.250	%	868.4			897.6
2020 Senior Notes ^**	3.750	%	499.9			499.9
2021 Senior Notes ^**	3.150	%	2,248.5			2,248.2
2023 Senior Notes ^*	3.125	%	738.2			765.4
2023 Senior Notes ^*	4.200	%	498.9			498.8
2024 Euro Senior Notes ^**	2.250	%	1,158.1			1,197.7
2025 Euro Senior Notes ^*	2.125	%	578.9			—
2026 Senior Notes ^**	3.950	%	2,236.1			2,235.0
2028 Euro Senior Notes ^**	3.125	%	862.7			892.0
2028 Senior Notes ^*	4.550	%	748.2			—
2043 Senior Notes ^*	5.400	%	497.1			497.1
2046 Senior Notes^**	5.250	%	999.8			999.8
2048 Senior Notes^*	5.200	%	747.6			—
Other			5.9			6.3
Deferred financing fees			(77.1		)	(71.9		)
Long-term debt			$	13,291.4		$	12,865.3

____________


^(a)	Instrument bears interest at a rate of three-month EURIBOR plus 0.870% per annum, reset quarterly.


^(b)	The 2016 Term Facility bears interest at LIBOR plus a base rate, which margins can fluctuate based on the Company’s credit ratings.


^(c)	Instrument bears interest at a rate of three-month EURIBOR plus 0.50% per annum, reset quarterly.


^*	Instrument was issued by Mylan Inc.


^**	Instrument was issued by Mylan N.V.

For additional information, see Note 8 Debt in Mylan N.V.’s 2017 Form 10-K.

2016 Revolving Facility, 2018 Revolving Facility and 2016 Term Facility

On November 22, 2016, the Company entered into a revolving credit facility among the Company, as borrower, Mylan Inc., as a guarantor, certain lenders and issuing banks and Bank of America, N.A., as the administrative agent, pursuant to which the Company may obtain extensions of credit in an aggregate principal amount not to exceed $2.0 billion (the “2016 Revolving Facility”). On the same day, the Company entered into a term credit facility among the Company, as borrower, Mylan Inc., as a guarantor, certain lenders and Goldman Sachs Bank USA, as administrative agent, pursuant to which the Company has outstanding $100.0 million in term loans (the “2016 Term Facility”) at September 30, 2018. On July 27, 2018, the Company entered into a revolving credit facility among Mylan Inc., as borrower, the Company, as a guarantor, certain lenders and issuing banks and Bank of America, N.A., as the administrative agent, which replaced the 2016 Revolving Facility on substantially identical terms to the 2016 Revolving Facility and pursuant to which Mylan Inc. may obtain extensions of credit in an aggregate principal amount not to exceed $2.0 billion (the “2018 Revolving Facility”).

The 2016 Term Facility and 2016 Revolving Facility contain a maximum consolidated leverage ratio financial covenant requiring maintenance of a maximum ratio of 3.75 to 1.00 for consolidated total indebtedness as of the end of any quarter to consolidated EBITDA for the trailing four quarters as defined in the related credit agreements (“leverage ratio”).

Following the acquisition of Meda AB (publ.) (“Meda”) (a qualifying acquisition), the leverage ratio changed to 4.25 to 1.00 through June 30, 2017. On November 3, 2017, the Company entered into an amendment to the agreements for the 2016 Term Facility and 2016 Revolving Facility to extend the leverage ratio covenant of 4.25 to 1.00 through the December 31, 2018 reporting period. The 2018 Revolving Facility similarly provides for a leverage ratio covenant of 4.25 to 1.00 through the December 31, 2018 reporting period and a leverage ratio of 3.75 to 1.00 thereafter. The Company is in compliance at September 30, 2018 and expects to remain in compliance for the next twelve months.

April 2018 Senior Notes Offering

The following table provides the amounts of senior unsecured debt issued by Mylan Inc., and guaranteed by Mylan N.V., on April 9, 2018 (the “April 2018 Senior Notes”). The April 2018 Senior Notes were issued pursuant to an indenture dated April 9, 2018. The April 2018 Senior Notes were issued in a private offering exempt from the registration requirements of the Securities Act to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the U.S. pursuant to Regulation S under the Securities Act. The Company has entered into a registration rights agreement, dated as of April 9, 2018 pursuant to which Mylan Inc. and Mylan N.V. are required to use commercially reasonable efforts to file a registration statement with respect to an offer to exchange each series of the April 2018 Senior Notes for new notes with the same aggregate principal amount and terms substantially identical in all material respects.



(In millions)	Interest Rate		Principal Amount
2028 Senior Notes ⁽¹⁾	4.550	%	$	750.0
2048 Senior Notes ⁽¹⁾	5.200	%	750.0
Total April 2018 Senior Notes			$	1,500.0

____________

⁽¹⁾

Redeemable, in whole or in part, at our option at any time prior to three months (in the case of the 2028 Senior Notes) or six months (in the case of the 2048 Senior Notes) of the maturity date at the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus an incremental spread of 0.30% (in the case of the 2028 Senior Notes) or 0.35% (in the case of the 2048 Senior Notes), plus, in each case, accrued and unpaid interest.

On April 28, 2018, the Company redeemed all of the outstanding $650 million principal amount of Mylan Inc.’s 2.600% senior notes due 2018, all of the outstanding $500 million principal amount of Mylan N.V.’s 3.000% senior notes due 2018 and $350 million of the outstanding $500 million principal amount of Mylan Inc.’s 2.550% senior notes due 2019. The redemption of these notes was funded with the net proceeds from the April 2018 Senior Notes offering.

May 2018 Euro Senior Notes Offering

On May 23, 2018, Mylan Inc. completed the offering of €500 million aggregate principal amount of its 2.125% Euro Senior Notes due 2025 (the “May 2018 Euro Senior Notes”). The May 2018 Euro Senior Notes were issued pursuant to an indenture dated May 23, 2018. The May 2018 Euro Senior Notes are guaranteed by Mylan N.V. and were issued in a private offering exempt from the registration requirements of the Securities Act, to persons outside of the United States pursuant to Regulation S under the Securities Act. The May 2018 Euro Notes are redeemable, in whole or in part, at our option at any time prior to three months of the maturity date at the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the applicable Bund Rate plus an incremental spread of 0.30%, plus, in each case, accrued and unpaid interest.

On June 15, 2018, the Company redeemed the remaining $150 million outstanding principal amount of Mylan Inc.’s 2.550% Senior Notes due 2019 and $450 million of the outstanding $1.0 billion principal amount of Mylan N.V.’s 2.500% Senior Notes due 2019. The redemption of these notes was funded with the net proceeds from the May 2018 Euro Senior Notes offering.

Fair Value

At September 30, 2018 and December 31, 2017, the fair value of the Company’s 2.500% Senior Notes due 2019, 3.750% Senior Notes due 2020, 3.150% Senior Notes due 2021, 3.125% Senior Notes due 2023, 4.200% Senior Notes due 2023, 3.950% Senior Notes due 2026, 4.550% Senior Notes due 2028, 5.400% Senior Notes due 2043, 5.250% Senior Notes due 2046 and 5.200% Senior Notes due 2048 (collectively, the “Senior Notes”), 1.250% Euro Senior Notes due 2020, 2.250% Euro Senior Notes due in 2024, 2.125% Euro Senior Notes due in 2025, 3.125% Euro Senior Notes due in 2028, 2018 Floating Rate Euro Notes and 2020 Floating Rate Euro Notes (collectively, the “Euro Notes”) was approximately $14.1 billion and $14.9 billion, respectively. The fair values of the Senior Notes and Euro Notes were valued at quoted market prices from broker or dealer quotations and were classified as Level 2 in the fair value hierarchy. Based on quoted market rates of interest and maturity schedules of similar debt issues, the fair value of the Company’s 2016 Term Facility determined based on Level 2 inputs, approximates its carrying value at September 30, 2018 and December 31, 2017.

Mandatory minimum repayments remaining on the notional amount of outstanding long-term debt at September 30, 2018 were as follows for each of the periods ending December 31:



(In millions)	Total
2018	$	580
2019	650
2020	1,951
2021	2,250
2022	—
Thereafter	9,111
Total	$	14,542