DUBLIN, Aug. 17, 2017 /PRNewswire/ -- Jazz
Pharmaceuticals plc (Nasdaq: JAZZ) today announced an offering by
Jazz Investments I Limited, its wholly-owned subsidiary (the
"Issuer"), of $500 million aggregate
principal amount of exchangeable senior notes due 2024 in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"). The Issuer has also granted the initial purchasers a
13-day option to purchase up to an additional $75 million aggregate principal amount of
notes.
The notes will be exchangeable under certain circumstances for
cash, ordinary shares of Jazz Pharmaceuticals plc ("ordinary
shares"), or a combination thereof. The Issuer's obligations
under the notes will be fully and unconditionally guaranteed on a
senior unsecured basis by Jazz Pharmaceuticals plc and will rank
pari passu in right of payment with the Issuer's existing 1.875%
exchangeable senior notes due 2021.
Jazz Pharmaceuticals plc intends to use the net proceeds from
this offering to repay all or a substantial portion of $500 million of outstanding borrowings under its
revolving credit facility. Any remaining net proceeds will be
used for general corporate purposes, including potential business
development activities.
None of the notes, the guarantee or the ordinary shares issuable
upon exchange of the notes, if any, has been registered under the
Securities Act or the securities laws of any other jurisdiction,
and such securities may not be offered or sold in
the United States absent
registration or an applicable exemption from registration
requirements.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any notes, the
guarantee or ordinary shares, nor shall there be any sale of notes,
the guarantee or ordinary shares in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such
state or jurisdiction. The notes will be offered to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act.
About Jazz Pharmaceuticals plc
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is an international
biopharmaceutical company focused on improving patients' lives by
identifying, developing and commercializing meaningful products
that address unmet medical needs. Jazz Pharmaceuticals has a
diverse portfolio of products and product candidates, with a focus
in the areas of sleep and hematology/oncology. In these
areas, Jazz Pharmaceuticals markets Xyrem® (sodium oxybate) oral
solution, Erwinaze® (asparaginase Erwinia chrysanthemi),
Defitelio® (defibrotide sodium) and Vyxeos™ (daunorubicin and
cytarabine) liposome for injection in the
United States and markets Erwinase® and Defitelio
(defibrotide) in countries outside the
United States.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
This press release contains forward-looking statements,
including, but not limited to, all statements related to the
offering of the notes, the guarantee and ordinary shares, including
the closing thereof, and the expected use of the net proceeds from
the offering. These forward-looking statements are based on
Jazz Pharmaceuticals' current expectations and inherently involve
significant risks and uncertainties. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with the satisfaction of closing
conditions related to the offering and market risks. These
and other risks and uncertainties relating to Jazz Pharmaceuticals
and its business can be found under the caption "Risk Factors" and
elsewhere in Jazz Pharmaceuticals plc's Securities and Exchange
Commission filings and reports (Commission File No. 001-33500),
including the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017 and future filings and
reports by Jazz Pharmaceuticals plc. Jazz Pharmaceuticals
undertakes no duty or obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or changes in its
expectations.
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SOURCE Jazz Pharmaceuticals plc