DUBLIN, Sept. 4, 2024 /PRNewswire/ — Jazz Prescribed drugs plc (Nasdaq: JAZZ) (“ Jazz Pharmaceuticals (NASDAQ:)“) as we speak introduced the pricing of $850 million combination principal quantity of three.125% exchangeable senior notes due 2030 (the “notes”) in a personal providing (the “offering”) by Jazz Investments I Restricted, its wholly-owned subsidiary (the “Issuer”), to certified institutional patrons pursuant to Rule 144A underneath the Securities Act of 1933, as amended (the “Securities Act”). The Issuer additionally granted the preliminary purchasers of the notes an possibility, exercisable inside a interval of 13 days from and together with the date the notes are first issued, to buy as much as an extra $150 million combination principal quantity of notes. The sale of the notes is anticipated to shut on September 6, 2024, topic to customary closing situations.
The notes might be common unsecured obligations of the Issuer and can accrue curiosity payable semiannually in arrears on March 15 and September 15 of every 12 months, starting on March 15, 2025, at a charge of three.125% per 12 months. The notes will mature on September 15, 2030, except earlier exchanged, redeemed or repurchased. Previous to June 15, 2030, the notes might be exchangeable solely upon satisfaction of sure situations and through sure durations, and thereafter, at any time till the shut of enterprise on the second scheduled buying and selling day instantly previous the maturity date. The Issuer will settle exchanges by paying money as much as the mixture principal quantity of the notes to be exchanged. The rest, if any, of the Issuer’s trade obligation in extra of the mixture principal quantity of the notes might be settled in money, strange shares of Jazz Prescribed drugs (“ordinary shares”) or a mixture of money and strange shares, on the Issuer’s election. The preliminary trade charge might be 6.5339 strange shares per $1,000 principal quantity of notes (equal to an preliminary trade worth of roughly $153.05 per strange share, which represents a premium of roughly 40.0% above the closing sale worth per strange share on the Nasdaq International Choose Market on September 3, 2024), topic to adjustment in some occasions however not for any accrued and unpaid curiosity.
The Issuer’s obligations underneath the notes might be absolutely and unconditionally assured on a senior unsecured foundation by Jazz Prescribed drugs; will rank pari passu in proper of fee with the Issuer’s current 2.000% exchangeable senior notes due 2026; might be successfully subordinated to the Issuer’s ensures of the indebtedness underneath Jazz Prescribed drugs’ credit score settlement (the “credit agreement”) and Jazz Prescribed drugs’ 4.375% senior secured notes due 2029 (the “senior secured notes”) to the extent of the worth of the belongings securing such ensures; and might be structurally subordinated to the indebtedness and ensures underneath the credit score settlement and the senior secured notes of Jazz Prescribed drugs’ different subsidiaries which are debtors or have supplied ensures of such indebtedness.
The Issuer might redeem the notes at its possibility previous to September 15, 2030, in complete however not partly, in reference to sure tax-related occasions. The Issuer additionally might redeem the notes at its possibility on or after September 20, 2027, and previous to June 15, 2030, in complete or partly (topic to sure limitations), if the final reported sale worth of the strange shares has been no less than 130% of the trade worth then in impact for no less than 20 buying and selling days (whether or not or not consecutive) throughout any 30 consecutive buying and selling day interval ending on, and together with, the buying and selling day instantly previous the date on which the Issuer gives discover of redemption at a redemption worth equal to 100% of the principal quantity of the notes to be redeemed, plus accrued and unpaid curiosity to, however excluding, the redemption date.
If Jazz Prescribed drugs undergoes a “fundamental change,” topic to sure situations and restricted exceptions, holders of the notes might require the Issuer to repurchase for money all or any portion of their notes at a repurchase worth equal to 100% of the principal quantity of the notes to be repurchased, plus accrued and unpaid curiosity to, however excluding, the elemental change repurchase date. As well as, following sure company occasions that happen previous to the maturity date of the notes or upon the Issuer’s issuance of a discover of redemption, the Issuer will, in sure circumstances, improve the trade charge for holders of the notes who elect to trade their notes in reference to such a company occasion or trade their notes referred to as (or deemed referred to as) for redemption throughout the associated redemption interval, because the case could also be.
The Issuer estimates that the web proceeds from the providing might be roughly $833.7 million (or roughly $981.0 million if the preliminary purchasers train their choice to buy extra notes in full), after deducting the preliminary purchasers’ estimated reductions and commissions and estimated providing bills payable by the Issuer. Jazz Prescribed drugs, along with its consolidated subsidiaries (“Jazz”), expects to make use of a portion of the web proceeds to prepay as much as roughly $350 million combination principal quantity of the time period loans excellent underneath the credit score settlement and the rest for common company functions. If the preliminary purchasers train their choice to buy extra notes, Jazz expects to make use of the web proceeds from the sale of the extra notes for additional prepayments of the time period loans.
Jazz Prescribed drugs repurchased roughly $150.0 million of its strange shares from purchasers of the notes in privately negotiated transactions with or via one of many preliminary purchasers concurrently with the pricing of the providing (the “concurrent ordinary share repurchases”). The acquisition worth per strange share repurchased in such concurrent strange share repurchases was $109.32 per strange share, which was the closing worth per strange share on September 3, 2024. Jazz Prescribed drugs pays for such repurchases with current money available and such repurchases might be effected as a part of Jazz Prescribed drugs’ share repurchase program introduced in July 2024. Accordingly, the concurrent strange share repurchases diminished the remaining quantity approved underneath the share repurchase program.
The concurrent strange share repurchases may improve, or scale back the scale of any lower in, the market worth of the strange shares, together with concurrently with the pricing of the notes, which may have resulted in the next efficient trade worth for the notes. The closing of the notes isn’t contingent upon the closing of the repurchase of any strange shares.
Not one of the notes, the assure or the strange shares issuable upon trade of the notes, if any, have been registered underneath the Securities Act or the securities legal guidelines of every other jurisdiction, and, except so registered, might not be provided or bought in the US absent registration or an relevant exemption from, or in a transaction not topic to, the registration necessities of the Securities Act and different relevant securities legal guidelines.
This press launch doesn’t and shall not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor shall there be any sale of the securities in any state or jurisdiction through which such a suggestion, solicitation or sale can be illegal previous to registration or qualification underneath the securities legal guidelines of such state or jurisdiction.
About Jazz Prescribed drugs
Jazz Prescribed drugs plc (Nasdaq: JAZZ) is a worldwide biopharma firm whose goal is to innovate to remodel the lives of sufferers and their households. We’re devoted to growing life-changing medicines for individuals with critical ailments ” usually with restricted or no therapeutic choices. We have now a various portfolio of marketed medicines, together with main therapies for sleep problems and epilepsy, and a rising portfolio of most cancers therapies. Our patient-focused and science-driven strategy powers pioneering analysis and improvement developments throughout our sturdy pipeline of modern therapeutics in oncology and neuroscience. Jazz is headquartered in Dublin, Eire with analysis and improvement laboratories, manufacturing amenities and staff in a number of nations dedicated to serving sufferers worldwide.
Warning Regarding Ahead-Wanting Statements
This press launch incorporates forward-looking statements, together with, however not restricted to, statements associated to the closing of the providing; the anticipated use of the web proceeds from the providing, together with any prepayment of the time period loans excellent underneath the credit score settlement; the timing and quantity of the concurrent strange share repurchases and the potential impacts thereof; and different statements that aren’t historic details. These forward-looking statements are primarily based on Jazz Prescribed drugs’ present plans, aims, estimates, expectations and intentions and inherently contain vital dangers and uncertainties. Don’t place undue reliance on these forward-looking statements, which communicate solely as of the date hereof. Precise outcomes and the timing of occasions may differ materially from these anticipated in such forward-looking statements on account of these dangers and uncertainties, which embrace, with out limitation, dangers and uncertainties related to the satisfaction of closing situations associated to the providing and market dangers, developments and situations, and Jazz Prescribed drugs’ capability to finish the providing and the concurrent strange share repurchases on the proposed phrases and timing. These and different dangers and uncertainties affecting Jazz Prescribed drugs, together with these described now and again underneath the caption “Risk Factors” and elsewhere in Jazz Prescribed drugs’ Securities and Alternate Fee filings and studies, together with Jazz Prescribed drugs’ Annual Report on Type 10-Okay for the 12 months ended December 31, 2023, as supplemented by its Quarterly Report on Type 10-Q for the quarter ended March 31, 2024, and any future filings and studies by Jazz Prescribed drugs. Different dangers and uncertainties of which Jazz Prescribed drugs isn’t at the moment conscious can also have an effect on Jazz Prescribed drugs’ forward-looking statements and should trigger precise outcomes and the timing of occasions to vary materially from these anticipated. The forward-looking statements herein are made solely as of the date hereof or as of the dates indicated within the forward-looking statements, even when they’re subsequently made obtainable by Jazz Prescribed drugs on its web site or in any other case. Jazz Prescribed drugs undertakes no obligation to replace or complement any forward-looking statements to replicate precise outcomes as a consequence of any new info, future occasions, modifications in its expectations or different circumstances that exist after the date as of which the forward-looking statements had been made.
Contacts:
Media:
Kristin BhavnaniHead of International Company Communications
Jazz Prescribed drugs plc
CorporateAffairsMediaInfo@jazzpharma.com
Eire +353 1 637 2141
U.S. +1 215 867 4948
Buyers:
Andrea N. Flynn, Ph.D.
Vice President, Head, Investor Relations
Jazz Prescribed drugs plc
investorinfo@jazzpharma.com
Eire, +353 1 634 3211
U.S. +1 650 496 2717
