DUBLIN, Sept. 4, 2024 /PRNewswire/ — Jazz Prescribed drugs plc (Nasdaq: JAZZ) (“ Jazz Pharmaceuticals (NASDAQ:)“) right now introduced the pricing of $850 million mixture 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 consumers pursuant to Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”). The Issuer additionally granted the preliminary purchasers of the notes an choice, exercisable inside a interval of 13 days from and together with the date the notes are first issued, to buy up to a further $150 million mixture principal quantity of notes. The sale of the notes is predicted to shut on September 6, 2024, topic to customary closing circumstances.
The notes might be basic unsecured obligations of the Issuer and can accrue curiosity payable semiannually in arrears on March 15 and September 15 of every yr, starting on March 15, 2025, at a charge of three.125% per yr. The notes will mature on September 15, 2030, until earlier exchanged, redeemed or repurchased. Previous to June 15, 2030, the notes might be exchangeable solely upon satisfaction of sure circumstances and through sure intervals, 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 up to 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, abnormal shares of Jazz Prescribed drugs (“ordinary shares”) or a mix of money and abnormal shares, on the Issuer’s election. The preliminary trade charge might be 6.5339 abnormal shares per $1,000 principal quantity of notes (equal to an preliminary trade price of roughly $153.05 per abnormal share, which represents a premium of roughly 40.0% above the closing sale price per abnormal 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 below 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 present 2.000% exchangeable senior notes due 2026; might be successfully subordinated to the Issuer’s ensures of the indebtedness below 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 property securing such ensures; and might be structurally subordinated to the indebtedness and ensures below the credit score settlement and the senior secured notes of Jazz Prescribed drugs’ different subsidiaries which are debtors or have offered ensures of such indebtedness.
The Issuer could redeem the notes at its choice previous to September 15, 2030, in entire however not partly, in reference to sure tax-related occasions. The Issuer additionally could redeem the notes at its choice on or after September 20, 2027, and previous to June 15, 2030, in entire or partly (topic to sure limitations), if the final reported sale price of the abnormal shares has been at the least 130% of the trade price then in impact for at the least 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 offers discover of redemption at a redemption price 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 circumstances and restricted exceptions, holders of the notes could require the Issuer to repurchase for money all or any portion of their notes at a repurchase price equal to 100% of the principal quantity of the notes to be repurchased, plus accrued and unpaid curiosity to, however excluding, the basic 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 through the associated redemption interval, because the case could also be.
The Issuer estimates that the online proceeds from the providing might be roughly $833.7 million (or roughly $981.0 million if the preliminary purchasers train their choice to buy further 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 online proceeds to prepay up to roughly $350 million mixture principal quantity of the time period loans excellent below the credit score settlement and the rest for basic company functions. If the preliminary purchasers train their choice to buy further notes, Jazz expects to make use of the online 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 abnormal shares from purchasers of the notes in privately negotiated transactions with or by one of many preliminary purchasers concurrently with the pricing of the providing (the “concurrent ordinary share repurchases”). The acquisition price per abnormal share repurchased in such concurrent abnormal share repurchases was $109.32 per abnormal share, which was the closing price per abnormal share on September 3, 2024. Jazz Prescribed drugs can pay for such repurchases with present money readily available and such repurchases might be effected as a part of Jazz Prescribed drugs’ share repurchase program introduced in July 2024. Accordingly, the concurrent abnormal share repurchases lowered the remaining quantity approved below the share repurchase program.
The concurrent abnormal share repurchases might improve, or scale back the scale of any lower in, the market price of the abnormal shares, together with concurrently with the pricing of the notes, which might have resulted in a better efficient trade price for the notes. The closing of the notes will not be contingent upon the closing of the repurchase of any abnormal shares.
Not one of the notes, the assure or the abnormal shares issuable upon trade of the notes, if any, have been registered below the Securities Act or the securities legal guidelines of some other jurisdiction, and, until so registered, is probably not provided or offered in america 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 release 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 during which such a suggestion, solicitation or sale could be illegal previous to registration or qualification below 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 function is to innovate to remodel the lives of sufferers and their households. We’re devoted to growing life-changing medicines for folks with severe illnesses ” usually with restricted or no therapeutic choices. Now we have a various portfolio of marketed medicines, together with main therapies for sleep problems and epilepsy, and a rising portfolio of most cancers remedies. Our patient-focused and science-driven strategy powers pioneering research and improvement developments throughout our sturdy pipeline of modern therapeutics in oncology and neuroscience. Jazz is headquartered in Dublin, Eire with research and improvement laboratories, manufacturing amenities and workers in a number of international locations dedicated to serving sufferers worldwide.
Warning Regarding Ahead-Trying Statements
This press release accommodates forward-looking statements, together with, however not restricted to, statements associated to the closing of the providing; the anticipated use of the online proceeds from the providing, together with any prepayment of the time period loans excellent below the credit score settlement; the timing and quantity of the concurrent abnormal share repurchases and the potential impacts thereof; and different statements that aren’t historic details. These forward-looking statements are based mostly 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 might 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 circumstances associated to the providing and market dangers, developments and circumstances, and Jazz Prescribed drugs’ capacity to finish the providing and the concurrent abnormal share repurchases on the proposed phrases and timing. These and different dangers and uncertainties affecting Jazz Prescribed drugs, together with these described sometimes below the caption “Risk Factors” and elsewhere in Jazz Prescribed drugs’ Securities and Alternate Fee filings and experiences, together with Jazz Prescribed drugs’ Annual Report on Type 10-Okay for the yr 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 experiences by Jazz Prescribed drugs. Different dangers and uncertainties of which Jazz Prescribed drugs will not be at present conscious may have an effect on Jazz Prescribed drugs’ forward-looking statements and will 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 mirror precise outcomes resulting from any new data, future occasions, adjustments 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
