DUBLIN, Sept. 3, 2024 /PRNewswire/ -- Jazz
Pharmaceuticals plc (Nasdaq: JAZZ) ("Jazz Pharmaceuticals") today
announced that Jazz Investments I Limited, its wholly-owned
subsidiary (the "Issuer"), intends to offer, subject to market
conditions and other factors, $850
million aggregate principal amount of exchangeable senior
notes due 2030 (the "notes") in a private offering (the "offering")
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The
Issuer also expects to grant the initial purchasers of the notes an
option, exercisable within a period of 13 days from and including
the date the notes are first issued, to purchase up to an
additional $150 million aggregate
principal amount of notes.
The notes will be exchangeable under certain conditions. The
Issuer will settle exchanges by paying cash up to the aggregate
principal amount of the notes to be exchanged. The remainder, if
any, of the Issuer's exchange obligation in excess of the aggregate
principal amount of the notes, will be settled in cash, ordinary
shares of Jazz Pharmaceuticals ("ordinary shares") or a combination
of cash and ordinary shares, at the Issuer's election. The interest
rate, initial exchange rate and other terms of the notes will be
determined at the time of pricing of the offering.
The notes will be general unsecured obligations of the Issuer
and will accrue interest payable semiannually in arrears. The
Issuer's obligations under the notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Jazz
Pharmaceuticals; will rank pari passu in right of payment
with the Issuer's existing 2.000% exchangeable senior notes due
2026; will be effectively subordinated to the Issuer's guarantees
of the indebtedness under Jazz Pharmaceuticals' credit agreement
(the "credit agreement") and Jazz Pharmaceuticals' 4.375% senior
secured notes due 2029 (the "senior secured notes") to the extent
of the value of the assets securing such guarantees; and will be
structurally subordinated to the indebtedness and guarantees under
the credit agreement and the senior secured notes of Jazz
Pharmaceuticals' other subsidiaries that are borrowers or have
provided guarantees of such indebtedness.
Jazz Pharmaceuticals, together with its consolidated
subsidiaries ("Jazz"), expects to use a portion of the net proceeds
to prepay up to approximately $350
million of the term loans outstanding under the credit
agreement and the remainder for general corporate purposes. If the
initial purchasers exercise their option to purchase additional
notes, Jazz expects to use the net proceeds from the sale of the
additional notes for further prepayments of the term loans.
Jazz Pharmaceuticals also expects to repurchase up to
$150 million of its ordinary shares
from purchasers of the notes in privately negotiated transactions
with or through one of the initial purchasers or its affiliate
concurrently with the pricing of the offering (the "concurrent
ordinary share repurchases"). Jazz Pharmaceuticals expects the
purchase price per ordinary share repurchased in such concurrent
ordinary share repurchases to equal the closing price per ordinary
share on the date of the offering. To the extent Jazz
Pharmaceuticals effects any such concurrent ordinary share
repurchases, it will pay for such repurchases with existing cash on
hand and such repurchases will be effected as part of Jazz
Pharmaceuticals' share repurchase program announced in July 2024. Accordingly, any such concurrent
ordinary share repurchases will reduce the remaining amount
authorized under the share repurchase program. No assurance can be
given as to how much, if any, of Jazz Pharmaceuticals' ordinary
shares will be repurchased or the terms on which they will be
repurchased. The concurrent ordinary share repurchases could
increase, or reduce the size of any decrease in, the market price
of the ordinary shares, including concurrently with the pricing of
the notes, resulting in a higher effective exchange price for the
notes. This press release is not an offer to repurchase the
ordinary shares, and the offering of the notes is not contingent
upon the repurchase of any ordinary shares.
None of the notes, the guarantee or the ordinary shares issuable
upon exchange of the notes, if any, have been registered under the
Securities Act or the securities laws of any other jurisdiction,
and, unless so registered, may not be offered or sold in
the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities 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.
About Jazz Pharmaceuticals
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a global biopharma
company whose purpose is to innovate to transform the lives of
patients and their families. We are dedicated to developing
life-changing medicines for people with serious diseases — often
with limited or no therapeutic options. We have a diverse portfolio
of marketed medicines, including leading therapies for sleep
disorders and epilepsy, and a growing portfolio of cancer
treatments. Our patient-focused and science-driven approach powers
pioneering research and development advancements across our robust
pipeline of innovative therapeutics in oncology and neuroscience.
Jazz is headquartered in Dublin,
Ireland with research and development laboratories,
manufacturing facilities and employees in multiple countries
committed to serving patients worldwide.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements related to the offering
and the proposed terms of the notes; the expected use of the net
proceeds from the offering, including any prepayment of the term
loans outstanding under the credit agreement; the timing and amount
of the concurrent ordinary share repurchases and the potential
impacts thereof; and other statements that are not historical
facts. These forward-looking statements are based on Jazz
Pharmaceuticals' current plans, objectives, estimates, expectations
and intentions and inherently involve significant risks and
uncertainties. Do not place undue reliance on these forward-looking
statements, which speak only as of the date hereof. 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 market risks, trends and
conditions, and Jazz Pharmaceuticals' ability to complete the
offering and the concurrent ordinary share repurchases on the
proposed terms and timing. These and other risks and uncertainties
affecting Jazz Pharmaceuticals, including those described from time
to time under the caption "Risk Factors" and elsewhere in Jazz
Pharmaceuticals' Securities and Exchange Commission filings and
reports, including Jazz Pharmaceuticals' Annual Report on Form 10-K
for the year ended December 31, 2023,
as supplemented by its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2024, and any
future filings and reports by Jazz Pharmaceuticals. Other risks and
uncertainties of which Jazz Pharmaceuticals is not currently aware
may also affect Jazz Pharmaceuticals' forward-looking statements
and may cause actual results and the timing of events to differ
materially from those anticipated. The forward-looking statements
herein are made only as of the date hereof or as of the dates
indicated in the forward-looking statements, even if they are
subsequently made available by Jazz Pharmaceuticals on its website
or otherwise. Jazz Pharmaceuticals undertakes no obligation to
update or supplement any forward-looking statements to reflect
actual results due to any new information, future events, changes
in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were
made.
Contacts:
Media:
Kristin Bhavnani
Head of Global Corporate Communications
Jazz Pharmaceuticals plc
CorporateAffairsMediaInfo@jazzpharma.com
Ireland +353 1 637 2141
U.S. +1 215 867 4948
Investors:
Andrea N.
Flynn, Ph.D.
Vice President, Head, Investor Relations
Jazz Pharmaceuticals plc
investorinfo@jazzpharma.com
Ireland, +353 1 634 3211
U.S. +1 650 496 2717
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