Jazz Prices Upsized $1.1 Bln Exchangeable Notes Offering, Plans $225 Mln Share Repurchase

(RTTNews) - Jazz Pharmaceuticals plc (JAZZ), a biopharma company, on Thursday announced the pricing of an upsized private offering of $1.1 billion aggregate principal amount of 1.875% exchangeable senior notes due 2032.

The offering was increased from the previously announced $1 billion offering.

The notes will accrue interest payable in arrears on March 15 and September 15 of each year at a rate of 1.875%.

The initial exchange rate is 2.8150 Jazz ordinary shares per $1,000 principal amount, equivalent to an initial exchange price of approximately $355.24 per share, representing a 42.5% premium to Jazz's August 26, 2026, closing share price.

Prior to June 15, 2032, the notes will be exchangeable subject to specified conditions, and thereafter until shortly before maturity. Upon exchange, the issuer may settle any amount exceeding principal in cash, ordinary shares or a combination thereof.

The notes will be senior unsecured obligations fully and unconditionally guaranteed by Jazz Pharmaceuticals.

The issuer may redeem the notes for tax-related events, from September 20, 2029, if specified share-price conditions are met, or if outstanding principal falls below $100 million, in each case at 100% of principal plus accrued and unpaid interest.

Jazz grants a 13-day period from the date of issuance to initial purchasers to exercise up to an additional $150 million aggregate from the principal notes.

Jazz expects net proceeds from the offering to be approximately $1.079 million, or approximately $1.226 million if the additional notes are purchased in full. The company intends to use the proceeds for general corporate purposes.

Concurrently, Jazz entered into privately negotiated transactions to repurchase approximately $225 million of its ordinary shares from purchasers of the notes at $249.29 per share, using existing cash and its existing share-repurchase program.

The offering is expected to close on August 31, 2026, subject to customary closing conditions.

As of June 30, 2026, Jazz held cash, cash equivalents and investments of $2.2 billion, with outstanding principal balance from long-term debt of $4.4 billion.

Jazz closed Wednesday's trade at $249.29, down 4.20%. In the after-hours trading, the stock is up 1.98% at $254.23.