STOCK TITAN

Jazz Pharmaceuticals extends $1.9B in loans to 2033

The revised terms lower applicable margins by 50 basis points and move final maturity to May 5, 2033.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc, through its wholly owned subsidiary Jazz Lux, amended its credit agreement to reprice and extend the maturity of its U.S. dollar term loans. Certain existing lenders converted Tranche B-2 loans into Tranche B-3 loans, and Jazz Lux borrowed an additional $273,310,355.18 to repay B-2 loans that were not converted. Outstanding principal totaled $1.895 billion immediately before the amendment and after it.

The new tranche matures May 5, 2033, extended from May 5, 2028. Its applicable margins are 1.75% for Term SOFR borrowings and 0.75% for borrowings at the prime lending rate, a decrease of 50 basis points from B-2. The loans amortize in quarterly installments equal to 0.25% of initial principal, with the remaining balance payable at maturity. They have a 0.50% Term SOFR floor and no credit spread adjustment.

Positive

  • Tranche B-3 applicable margins decreased 50 basis points from Tranche B-2.

Negative

  • None.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Tranche B-3 principal outstanding $1.895 billion Immediately after the repricing; Tranche B-2 principal immediately before it was also $1.895 billion
Additional Tranche B-3 borrowing $273,310,355.18 Proceeds used to repay Tranche B-2 loans that were not converted
Applicable margins 1.75% for Term SOFR borrowings; 0.75% for borrowings at the prime lending rate Tranche B-3 Dollar Term Loans
Margin decrease 50 basis points Decrease from the applicable margins on Tranche B-2 Dollar Term Loans
Maturity May 5, 2033 Amended from May 5, 2028
Quarterly amortization 0.25% of initial principal Quarterly installments for Tranche B-3 Dollar Term Loans
Term SOFR floor 0.50% Tranche B-3 Dollar Term Loans
Term SOFR financial
"either (a) Term SOFR or (b) the prime lending rate"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
applicable margin financial
"The applicable margin for the Tranche B-3 Dollar Term Loans"
Applicable margin is the extra percentage added to a base interest rate to calculate the actual interest a borrower pays on a floating-rate loan or credit line. Investors care because it directly affects a company’s borrowing cost—higher margins raise interest expense and reduce profit and cash flow, while lower margins make financing cheaper; think of it as a variable surcharge on a sale price that reflects the lender’s view of risk.
Term SOFR floor financial
"subject to a Term SOFR floor of 0.50%"
credit spread adjustment financial
"will not be subject to a credit spread adjustment"
A credit spread adjustment is a change made to the expected return or price of a debt instrument to reflect the market’s view of the borrower’s risk of default. Think of it as adding or subtracting a safety margin to the interest rate you demand for lending to someone: wider adjustments mean greater perceived risk and lower bond prices, while narrower adjustments mean lower perceived risk and higher prices. For investors this directly affects yield, portfolio valuation and comparisons between borrowers.
amortize financial
"will amortize in quarterly installments"
To amortize means to spread the repayment of a debt or the recognition of a cost over a series of scheduled payments or accounting periods. For investors, amortization shows how much of a loan payment reduces principal versus interest or how a one-time expense is gradually charged to profits, helping reveal a company’s true cash obligations and ongoing earnings power—think of paying off a big purchase with a fixed monthly plan so the cost isn’t all felt at once.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are JAZZ's Tranche B-3 loan interest margins?

The applicable margin is 1.75% for Term SOFR borrowings and 0.75% for borrowings at the prime lending rate. These margins are 50 basis points lower than those on the Tranche B-2 Dollar Term Loans.

When does JAZZ's Tranche B-3 debt mature?

The Tranche B-3 Dollar Term Loans mature on May 5, 2033, changed from May 5, 2028. Quarterly installments equal 0.25% of initial principal, with the remaining balance payable at maturity.

How much Tranche B-3 principal was outstanding after the JAZZ repricing?

The outstanding principal amount of Tranche B-3 Dollar Term Loans immediately after the repricing totaled $1.895 billion.

How much did Jazz Lux borrow to repay Tranche B-2 loans that were not converted?

Jazz Lux borrowed an additional $273,310,355.18, and the proceeds were used to repay outstanding Tranche B-2 Dollar Term Loans that were not converted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
Jazz Pharmaceuticals plc false 0001232524 0001232524 2026-09-23 2026-09-23
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 23, 2026

 

 

JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-33500   98-1032470

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland D04 E5W7

(Address of principal executive offices, including zip code)

011-353-1-634-7800

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Ordinary shares, nominal value $0.0001 per share   JAZZ   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 1.01.

Entry into a Material Definitive Agreement.

For the purpose of extending the maturity date and repricing the outstanding U.S. dollar term loan B-2 facility incurred on July 19, 2024 (the “Tranche B-2 Dollar Term Loans”), on September 23, 2026, Jazz Financing Lux S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg (“Jazz Lux”) and wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in Ireland (the “Company”), entered into Amendment No. 4 (the “Repricing Amendment”) to the Credit Agreement, dated May 5, 2021, by and among Jazz Lux, the Company, and certain other subsidiaries of the Company, as borrowers or guarantors, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent and U.S. Bank Trust Company, National Association, as collateral trustee (as amended by the LIBOR Successor Rate Conforming Changes Amendment, dated as of June 7, 2023, Amendment No. 1, dated as of January 19, 2024, Amendment No. 2, dated as of July 19, 2024, Amendment No. 3, dated as of November 26, 2024, and the Repricing Amendment, the “Amended Credit Agreement”). Upon entry into the Amended Credit Agreement, certain existing lenders converted outstanding Tranche B-2 Dollar Term Loans into a new tranche of U.S. dollar term loans (the “Tranche B-3 Dollar Term Loans”) and Jazz Lux borrowed $273,310,355.18 aggregate principal amount of additional Tranche B-3 Dollar Term Loans, the proceeds of which were used to repay the outstanding Tranche B-2 Dollar Term Loans that were not converted. The Tranche B-3 Dollar Term Loans are a separate class of term loans under the Amended Credit Agreement with substantially the same material terms (including with respect to prepayment, security, covenants and events of default) as the previously outstanding Tranche B-2 Dollar Term Loans incurred on July 19, 2024, the tranche B-1 dollar term loans incurred on January 19, 2024, and the initial dollar term loans incurred on May 5, 2021, as described under Item 2.03 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2021, which description is incorporated herein by reference, with the maturity date amended to May 5, 2033 (from May 5, 2028) and the interest rate amended as described below. The principal amount of Tranche B-2 Dollar Term Loans outstanding immediately prior to the Repricing Amendment and the outstanding principal amount of Tranche B-3 Dollar Term Loans immediately following the Repricing Amendment, each totaled $1,895,000,000.

The Tranche B-3 Dollar Term Loans bear interest at a rate equal to either (a) Term SOFR or (b) the prime lending rate, in each case, plus an applicable margin. The applicable margin for the Tranche B-3 Dollar Term Loans is 1.75% (in the case of Term SOFR borrowings) and 0.75% (in the case of borrowings at the prime lending rate), a decrease of 50 basis points from the applicable margin on the Tranche B-2 Dollar Term Loans. The Tranche B-3 Dollar Term Loans are subject to a Term SOFR floor of 0.50%. The Tranche B-3 Dollar Term Loans will not be subject to a credit spread adjustment.

The Tranche B-3 Dollar Term Loans will amortize in quarterly installments equal to 0.25% of the initial principal amount thereof, with the remaining balance payable on May 5, 2033.

The foregoing description of the Repricing Amendment and the Tranche B-3 Dollar Term Loans contained in this Item 1.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Repricing Amendment. A copy of the Repricing Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Amendment No. 4, dated as of September 23, 2026, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as collateral trustee.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

 

By:  

/s/ Philip L. Johnson

Name:   Philip L. Johnson
Title:   Executive Vice President and Chief Financial Officer

Date: September 23, 2026

Filing Exhibits & Attachments

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