Item 1.01. Entry into a Material Definitive Agreement.
For the purpose of repricing the outstanding U.S. dollar term loan B-1 facility incurred on January 19, 2024 (the “Tranche B-1 Dollar Term Loans”), on July 19, 2024, Jazz Financing Lux S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg (“Jazz Lux”) and wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in Ireland (the “Company”), entered into an amendment (the “Repricing Amendment”) to the Credit Agreement, dated May 5, 2021, by and among Jazz Lux, the Company, and certain other subsidiaries of the Company, as borrowers or guarantors, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as collateral trustee (as amended by the LIBOR Successor Rate Conforming Changes Amendment, dated as of June 7, 2023, Amendment No. 1, dated as of January 19, 2024, and the Repricing Amendment, the “Amended Credit Agreement”). Upon entry into the Amended Credit Agreement, certain existing lenders converted outstanding Tranche B-1 Dollar Term Loans into a new tranche of U.S. dollar term loans (the “Tranche B-2 Dollar Term Loans”) and Jazz Lux borrowed $289,564,455.52 aggregate principal amount of additional Tranche B-2 Dollar Term Loans, the proceeds of which were used to repay the outstanding Tranche B-1 Dollar Term Loans that were not converted. The Tranche B-2 Dollar Term Loans are a separate class of term loans under the Amended Credit Agreement with the same material terms (including with respect to maturity, prepayment, security, covenants and events of default) as the previously outstanding Tranche B-1 Dollar Term Loans and the initial dollar term loans incurred on May 5, 2021, as described under Item 2.03 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2021, which description is incorporated herein by reference, with the interest rate amended as described below. The principal amount of Tranche B-1 Dollar Term Loans outstanding immediately prior to the Repricing Amendment and the outstanding principal amount of Tranche B-2 Dollar Term Loans immediately following the Repricing Amendment, each totaled $2,707,000,000.
The Tranche B-2 Dollar Term Loans bear interest at a rate equal to either (a) Term SOFR or (b) the prime lending rate, in each case, plus an applicable margin. The applicable margin for the Tranche B-2 Dollar Term Loans is 2.25% (in the case of Term SOFR borrowings) and 1.25% (in the case of borrowings at the prime lending rate), a decrease of 75 basis points from the applicable margin on the Tranche B-1 Dollar Term Loans. The Tranche B-2 Dollar Term Loans are subject to a Term SOFR floor of 0.50%. The Tranche B-2 Dollar Term Loans will not be subject to a credit spread adjustment.
The Tranche B-2 Dollar Term Loans will amortize in quarterly installments equal to 0.286294791% of the initial principal amount thereof, with the remaining balance payable on May 5, 2028.
The foregoing description of the Repricing Amendment and the Tranche B-2 Dollar Term Loans contained in this Item 1.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Repricing Amendment. A copy of the Repricing Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | |
| Exhibit No. | | Description |
| |
| 10.1 | | Amendment No. 2, dated as of July 19, 2024, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as collateral trustee. |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
