Viatris completes €650,000,000 public offering of 4.250% senior notes due 2033

Viatris Inc. completed a public offering of €650,000,000 aggregate principal amount of 4.250% senior notes due 2033 on June 17, 2026. The company reported the deal in a Form 8-K filed June 18, 2026 under Item 1.01 for material agreements and Item 2.03 for direct financial obligations. The Canonsburg, Pennsylvania company trades on the Nasdaq as VTRS.

Terms of the notes

The notes are senior unsecured obligations of Viatris, so they are not backed by specific collateral. Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. guarantee them on a senior unsecured basis. The notes accrue interest at 4.250% a year from June 17, 2026, payable annually beginning June 17, 2027, and mature on June 17, 2033. The offering was registered on a Form S-3 shelf, File No. 333-287087.

Before April 17, 2033, the company may redeem the notes on not less than 10 nor more than 60 days' written notice. The price is the greater of 100% of principal and a present-value amount discounted at the applicable Comparable Government Bond Rate plus 25 basis points, plus accrued interest. On or after that date, the redemption price is 100% of principal plus accrued interest. If certain change of control events occur, Viatris must offer to buy the notes at 101% of principal plus accrued interest, unless it has already redeemed them.

Use of proceeds and the 2026 notes

The company intends to use the net proceeds first to repay any amounts borrowed under its senior unsecured revolving credit facility in June 2026. Those borrowings relate to repaying the entire $1.675 billion of outstanding 3.950% Senior Notes due 2026 at maturity. Any remainder would replenish the cash used for that repayment and go to general corporate purposes.

The order matters. The 2026 notes are being retired with revolver money, and the new euro notes restock cash afterward. The 8-K does not give the cash balance at the time of that repayment.

The annual report on Form 10-K, filed February 26, 2026, reports revenue of $14.30 billion for 2025, down from $14.74 billion for 2024. The net loss was $3.51 billion for 2025, compared with $634.2 million for 2024. Cash provided by operations was $2.32 billion in 2025 and $2.30 billion in 2024. Year-end 2024 cash and cash equivalents were $734.8 million, with short-term investments of $38.0 million, and year-end 2025 short-term investments were $40.7 million. The figures do not explain the gap between a $3.51 billion loss and $2.32 billion of operating cash, and the 8-K does not address it.

Underwriters, trustee and counsel

The 8-K does not name an underwriter, initial purchaser or placement agent for the offering. The notes were issued under a Base Indenture dated June 17, 2026 among Viatris, the guarantors and The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture of the same date. Cravath, Swaine & Moore LLP, NautaDutilh N.V. and Parker Poe Adams & Bernstein LLP gave legal opinions filed as exhibits.

The indenture restricts Viatris and certain subsidiaries from sale and leaseback transactions and from creating certain liens. It bars certain subsidiaries from guaranteeing other company obligations without also guaranteeing the notes. The company itself is also restricted from consolidating, merging or selling all or substantially all of its consolidated assets. The covenants listed in the 8-K do not cap total borrowing. The 8-K says those covenants carry qualifications and exceptions set out in the indenture.

Events of default include nonpayment, breach of covenants, payment defaults or acceleration of other debt, unpaid judgments and bankruptcy or insolvency. After an event of default, the principal may be declared due and payable immediately. Viatris Chief Legal Officer Matthew Maletta signed the 8-K on June 18, 2026.

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