DUBLIN, Sept. 4, 2024 /PRNewswire/ -- Jazz
Pharmaceuticals plc (Nasdaq: JAZZ) ("Jazz Pharmaceuticals") today
announced the pricing of $850 million
aggregate principal amount of 3.125% exchangeable senior notes due
2030 (the "notes") in a private offering (the "offering") by Jazz
Investments I Limited, its wholly-owned subsidiary (the "Issuer"),
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The
Issuer also granted 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 sale of the notes is expected to close on
September 6, 2024, subject to
customary closing conditions.
The notes will be general unsecured obligations of the Issuer
and will accrue interest payable semiannually in arrears on
March 15 and September 15 of each year, beginning on
March 15, 2025, at a rate of 3.125%
per year. The notes will mature on September
15, 2030, unless earlier exchanged, redeemed or repurchased.
Prior to June 15, 2030, the notes
will be exchangeable only upon satisfaction of certain conditions
and during certain periods, and thereafter, at any time until the
close of business on the second scheduled trading day immediately
preceding the maturity date. 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 initial exchange rate will be 6.5339
ordinary shares per $1,000 principal
amount of notes (equivalent to an initial exchange price of
approximately $153.05 per ordinary
share, which represents a premium of approximately 40.0% above the
closing sale price per ordinary share on the Nasdaq Global Select
Market on September 3, 2024), subject
to adjustment in some events but not for any accrued and unpaid
interest.
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.
The Issuer may redeem the notes at its option prior to
September 15, 2030, in whole but not
in part, in connection with certain tax-related events. The Issuer
also may redeem the notes at its option on or after September 20, 2027, and prior to June 15, 2030, in whole or in part (subject to
certain limitations), if the last reported sale price of the
ordinary shares has been at least 130% of the exchange price then
in effect for at least 20 trading days (whether or not consecutive)
during any 30 consecutive trading day period ending on, and
including, the trading day immediately preceding the date on which
the Issuer provides notice of redemption at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date.
If Jazz Pharmaceuticals undergoes a "fundamental change,"
subject to certain conditions and limited exceptions, holders of
the notes may require the Issuer to repurchase for cash all or any
portion of their notes at a repurchase price equal to 100% of the
principal amount of the notes to be repurchased, plus accrued and
unpaid interest to, but excluding, the fundamental change
repurchase date. In addition, following certain corporate events
that occur prior to the maturity date of the notes or upon the
Issuer's issuance of a notice of redemption, the Issuer will, in
certain circumstances, increase the exchange rate for holders of
the notes who elect to exchange their notes in connection with such
a corporate event or exchange their notes called (or deemed called)
for redemption during the related redemption period, as the case
may be.
The Issuer estimates that the net proceeds from the offering
will be approximately $833.7
million (or approximately $981.0 million if the initial purchasers
exercise their option to purchase additional notes in full), after
deducting the initial purchasers' estimated discounts and
commissions and estimated offering expenses payable by the Issuer.
Jazz Pharmaceuticals, together with its consolidated subsidiaries
("Jazz"), expects to use a portion of the net proceeds to prepay up
to approximately $350 million
aggregate principal amount 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 repurchased approximately $150.0 million of its ordinary shares from
purchasers of the notes in privately negotiated transactions with
or through one of the initial purchasers concurrently with the
pricing of the offering (the "concurrent ordinary share
repurchases"). The purchase price per ordinary share repurchased in
such concurrent ordinary share repurchases was $109.32 per ordinary share, which was the closing
price per ordinary share on September 3,
2024. Jazz Pharmaceuticals 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, the
concurrent ordinary share repurchases reduced the remaining amount
authorized under the share repurchase
program.
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, which could have resulted in a higher effective exchange
price for the notes. The closing of the notes is not contingent
upon the closing of 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 closing of
the offering; 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 the satisfaction of closing
conditions related to the offering and 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
Logo -
https://mma.prnewswire.com/media/272253/Jazz_Pharmaceuticals_New_Logo.jpg
View original
content:https://www.prnewswire.co.uk/news-releases/jazz-pharmaceuticals-announces-pricing-of-private-offering-of-850-million-of-3-125-exchangeable-senior-notes-due-2030-and-concurrent-ordinary-share-repurchases-302237490.html