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Viatris offers €650,000,000 of 4.250% senior notes due 2033

Tickers VTRS

Viatris is offering €650,000,000 of 4.250% senior notes due 2033 to repay revolving credit borrowings drawn to retire its 2026 notes. Its 2025 net loss was $3.51 billion.

Key facts

Company
Viatris Inc. (NASDAQ: VTRS)
News type
Debt Financing
Primary source
SEC Form 8-K
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The offering

Viatris Inc. (Nasdaq: VTRS) filed a prospectus supplement dated June 12, 2026 for €650,000,000 aggregate principal amount of 4.250% Senior Notes due 2033. The notes mature on June 17, 2033 and pay interest annually in arrears each June 17, starting June 17, 2027. Interest accrues from June 17, 2026, and delivery is expected on or about that date. The offering uses Form S-3 registration statement No. 333-287087 and a prospectus dated May 8, 2025.

The public offering price is 99.739% of principal, before an underwriting discount of 0.400%. The total offering price is €648,303,500, the underwriting discount totals €2,600,000, and proceeds to Viatris before expenses are €645,703,500.

The notes have been submitted for listing on Euronext Dublin. The supplement says there can be no assurance that a listing will be obtained.

Ranking and the change of control

The notes are senior unsecured obligations of Viatris, guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. The supplement says they are effectively subordinated to future secured debt to the extent of the collateral, and to all liabilities of subsidiaries that do not guarantee them, including trade payables.

If a change of control repurchase event occurs, Viatris must offer to repurchase the notes at 101% of principal plus accrued interest, unless it has redeemed them first.

Use of proceeds

Viatris intends to use the net proceeds to repay any borrowings under its Revolving Credit Facility made in June 2026 in connection with the repayment of its 2026 Senior Notes. It would use any remainder to replenish the cash spent on that repayment. The prospectus supplement says Viatris will repay at maturity on June 15, 2026 the entire $1.675 billion of outstanding principal of the 3.950% Senior Notes due 2026 issued by Utah Acquisition Sub Inc., funded with revolver borrowings and cash on hand. It does not state the size of the revolving borrowings.

The supplement also puts the company's debt in context. At March 31, 2026, indebtedness of the issuer and the guarantors was approximately $14.3 billion, none of it secured or subordinated, and the liabilities of non-guarantor subsidiaries were approximately $7.0 billion. A separate ¥40 billion Existing Yen Term Loan Facility, with $252 million outstanding, matures on July 1, 2026. Viatris expects to replace it with a new ¥40 billion facility maturing on July 1, 2029, which has not been finalized.

Who is named

The active joint book-running managers are BNP PARIBAS, Citigroup and Goldman Sachs & Co. LLC. The passive joint book-running managers are Barclays, Deutsche Bank and DNB Carnegie. The co-managers listed include ING, J.P. Morgan, BofA Securities, Mizuho, Morgan Stanley, PNC Capital Markets LLC, SMBC, Scotiabank, Société Générale Corporate & Investment Banking, Standard Chartered Bank, Academy Securities and R. Seelaus & Co., LLC. The cover page names no legal counsel for the offering.

Revenue, losses and cash

The annual report, filed February 26, 2026, shows 2025 revenue of $14.30 billion, down from $14.74 billion in 2024. The company says that revenue came despite the impact of divestitures and what it calls the Indore Impact, a term the annual report passage cited here does not define.

The net loss was $3.51 billion in 2025, against $634.2 million in 2024. The annual report passage cited here does not explain the increase. Cash provided by operations was $2.32 billion in 2025, compared with $2.30 billion in 2024. Cash and cash equivalents were $734.8 million at the end of 2024. Short-term investments were $40.7 million at the end of 2025, against $38.0 million a year earlier.

The pipeline

The annual report counts five positive Phase 3 readouts in 2025, among them a meloxicam formulation for acute pain and the LYNX-2 study of a treatment for night driving impairment. It also says the NDA for a contraceptive patch was accepted with a target action date of July 30, 2026, and that the FDA is expected to act in the second half of 2026 on a presbyopia drug. The passage gives no efficacy figures for those studies, so the company's word "positive" cannot be tested. For the meloxicam program it says all primary and key secondary endpoints were met.

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