DUBLIN, Aug. 18, 2017 /PRNewswire/ -- Jazz
Pharmaceuticals plc (Nasdaq: JAZZ) ("Jazz Pharmaceuticals") today
announced an offering by Jazz Investments I Limited, its
wholly-owned subsidiary (the "Issuer"), of $500 million aggregate principal amount of 1.50%
exchangeable senior notes due 2024 in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act").
The Issuer has also granted the initial purchasers of the
notes a 13-day option to purchase up to an additional $75 million aggregate principal amount of
notes. The sale of the notes is expected to close on
August 23, 2017, subject to customary
closing conditions.
Jazz Pharmaceuticals intends to use the net proceeds from this
offering to repay all or a substantial portion of $500 million of outstanding borrowings under its
revolving credit facility. Any remaining net proceeds will be
used for general corporate purposes, including potential business
development activities.
The Issuer's obligations under the notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Jazz
Pharmaceuticals and will rank pari passu in right of payment with
the Issuer's existing 1.875% exchangeable senior notes due 2021.
Interest on the notes will be payable semi-annually in cash in
arrears on February 15 and
August 15 of each year, beginning on
February 15, 2018 at a rate of 1.50%
per year. The notes will mature on August 15, 2024, unless earlier exchanged,
repurchased or redeemed.
Prior to May 15, 2024, 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 notes will be exchangeable for
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 4.5659 ordinary shares
per $1,000 principal amount of notes
(equivalent to an initial exchange price of approximately
$219.02 per ordinary share, which is
approximately a 50% premium over the closing price per ordinary
share of $146.01 on August 17, 2017), subject to adjustment in some
events but not for any accrued and unpaid interest.
The holders of the notes will have the ability to require the
Issuer to repurchase all or a portion of their notes for cash in
the event Jazz Pharmaceuticals undergoes certain fundamental
changes. In addition, following certain make-whole
fundamental changes occurring prior to the maturity date of the
notes or upon the Issuer's issuance of a notice of redemption, the
Issuer will increase the exchange rate for holders of the notes who
elect to exchange their notes in connection with that make-whole
fundamental change or during the related redemption period.
On or after August 20, 2021, the
Issuer may redeem the notes, in whole or in part, upon satisfaction
of certain conditions, provided that in connection with certain
tax-related events, the notes may be redeemed at any time prior to
maturity.
None of the notes, the guarantee or the ordinary shares issuable
upon exchange of the notes, if any, has been registered under the
Securities Act or the securities laws of any other jurisdiction,
and such securities may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any notes, the
guarantee or ordinary shares, nor shall there be any sale of notes,
the guarantee or ordinary shares 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. The notes will be offered to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act.
About Jazz Pharmaceuticals plc
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is an international
biopharmaceutical company focused on improving patients' lives by
identifying, developing and commercializing meaningful products
that address unmet medical needs. Jazz Pharmaceuticals has a
diverse portfolio of products and product candidates, with a focus
in the areas of sleep and hematology/oncology. In these
areas, Jazz Pharmaceuticals markets Xyrem® (sodium oxybate) oral
solution, Erwinaze® (asparaginase Erwinia chrysanthemi),
Defitelio® (defibrotide sodium) and Vyxeos™ (daunorubicin and
cytarabine) liposome for injection in the
United States and markets Erwinase® and Defitelio
(defibrotide) in countries outside the
United States.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
This press release contains forward-looking statements,
including, but not limited to, all statements related to the
offering of the notes, the guarantee and ordinary shares, including
the closing thereof, and the expected use of the net proceeds from
the offering. These forward-looking statements are based on
Jazz Pharmaceuticals' current expectations and inherently involve
significant risks and uncertainties. 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. These and
other risks and uncertainties relating to Jazz Pharmaceuticals and
its business can be found under the caption "Risk Factors" and
elsewhere in Jazz Pharmaceuticals plc's Securities and Exchange
Commission filings and reports (Commission File No. 001-33500),
including the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017 and future filings and
reports by Jazz Pharmaceuticals plc. Jazz Pharmaceuticals
undertakes no duty or obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or changes in its
expectations.
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