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.
