Jazz Pharmaceuticals plc (NASDAQ:JAZZ) ("Jazz Pharmaceuticals") today announced that Jazz Investments I Limited, its wholly-owned subsidiary (the "Issuer"), intends to offer, subject to market conditions and other factors, $1.0 billion aggregate principal amount of exchangeable senior notes due 2032 (the "notes") in a private offering (the "offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Issuer also intends to grant the initial purchasers of the notes the right to purchase, exercisable within a 13-day period from, and including the initial issue date of the notes, up to an additional $150.0 million aggregate principal amount of notes.

The notes will be exchangeable under certain conditions. Upon exchange of the notes, the Issuer will pay cash up to the aggregate principal amount of the notes to be exchanged and pay or deliver, as the case may be, cash, ordinary shares of Jazz Pharmaceuticals ("ordinary shares") or a combination of cash and ordinary shares, at the Issuer's election, in respect of the remainder, if any, of the Issuer's exchange obligation in excess of the aggregate principal amount of the notes exchanged. The interest rate, initial exchange rate and other terms of the notes will be determined at the time of pricing of the offering.

The notes will accrue interest payable semiannually in arrears. The notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by Jazz Pharmaceuticals. The notes and the guarantee will be the Issuer's and Jazz Pharmaceutical's senior unsecured obligations and will rank senior in right of payment to all of the Issuer's and Jazz Pharmaceutical's future indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with all of the Issuer's and Jazz Pharmaceutical's existing and future liabilities that are not so subordinated (other than certain liabilities that are preferred under Bermuda or Irish law); effectively junior to any of the Issuer's or Jazz Pharmaceutical's existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and to certain liabilities that are preferred under Bermuda or Irish law; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of the Issuer's and Jazz Pharmaceutical's subsidiaries.  

Jazz Pharmaceuticals, together with its consolidated subsidiaries, expects to use the net proceeds from the offering for general corporate purposes.

Jazz Pharmaceuticals also expects to repurchase up to $225.0 million of its ordinary shares from purchasers of the notes in privately negotiated transactions with or through one of the initial purchasers or its affiliate concurrently with the pricing of the offering (the "concurrent ordinary share repurchases"). Jazz Pharmaceuticals expects the purchase price per ordinary share repurchased in any such concurrent ordinary share repurchases to equal the closing price per ordinary share on the date of the offering.

To the extent Jazz Pharmaceuticals effects any such concurrent ordinary share repurchases, it 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, any such concurrent ordinary share repurchases will reduce the remaining amount authorized under the share repurchase program. No assurance can be given as to how many, if any, of the ordinary shares will be repurchased or the terms on which they will be repurchased.

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, resulting in a higher effective exchange price for the notes. Jazz Pharmaceuticals cannot predict the magnitude of  such market activity or the overall effect the concurrent ordinary share repurchases will have on the price of the notes offered in the offering or the market price of the ordinary shares. This press release is not an offer to repurchase the ordinary shares, and the offering of the notes is not contingent upon the repurchase of any ordinary shares.