Jazz Pharmaceuticals Announces Proposed Private Offering of Senior Secured Notes

DUBLIN, April 20, 2021 /PRNewswire/ -- Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (the "Company") announced today that its wholly owned subsidiary, Jazz Securities Designated Activity Company (the "Issuer"), is commencing a private offering (the "Offering") of senior secured notes (the "Notes") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), subject to market and other conditions. The Notes will be guaranteed by the Company and certain of the Company's subsidiaries.  

If the Offering is consummated, the Company expects to use the net proceeds from the Notes and the acquisition date borrowings under new senior secured credit facilities (the "New Senior Secured Credit Facilities"), together with cash on hand  to fund the cash consideration payable in connection with the previously announced proposed acquisition of GW Pharmaceuticals plc (the "Acquisition"), the refinancing of certain of the Company's indebtedness (including the Company's existing senior secured credit facility) and fees and expenses in connection with the foregoing. The Offering is not conditioned on the closing of the Acquisition. If (1) the Acquisition is consummated without the Company entering into the New Senior Secured Credit Facilities, (2) the Acquisition has not been consummated on or before August 3, 2021 (or such later date to which such date may be extended pursuant to the terms of the Transaction Agreement, dated February 3, 2021, among the Company, GW Pharmaceuticals plc and Jazz Pharmaceuticals UK Holdings Limited (the "Transaction Agreement") or (3) the Transaction Agreement is terminated in accordance with its terms, the Issuer will be required to redeem all of the Notes at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date. There can be no assurance that either the issuance or sale of the Notes or the Acquisition will be consummated.

The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act that are located in the United States, Canada, France, Ireland, Luxembourg, the United Kingdom, and Bermuda and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act that are located in Canada, France, Ireland, Luxembourg, the United Kingdom, and Bermuda. The Notes have not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.