Jazz Pharma (JAZZ) raises $1.25B, ties note sale to $225M buyback
Rhea-AI Filing Summary
Jazz Pharmaceuticals plc (JAZZ) completed a private offering of $1.25 billion aggregate principal amount of 1.875% exchangeable senior notes due 2032 through its wholly owned subsidiary Jazz Investments I Limited, including the full exercise of the $150.0 million option granted to initial purchasers. The notes are senior unsecured obligations, fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals, and were sold under Section 4(a)(2) and Rule 144A exemptions.
The notes mature on September 15, 2032 and bear interest payable semi-annually at 1.875%. The initial exchange rate is 2.8150 ordinary shares per $1,000 principal amount (exchange price about $355.24 per share), with standard adjustment features and certain exchange rate increases upon specified corporate events or redemptions. The issuer may redeem the notes in defined tax, price, and low-outstanding-amount scenarios, and holders have a fundamental change put right at 100% of principal plus accrued interest.
Jazz estimates net proceeds of approximately $1,226.4 million and expects to use them for general corporate purposes. Concurrent with pricing, the company repurchased about $225.0 million of ordinary shares at $249.29 per share using existing cash under its July 2024 repurchase program. The filing notes that, based on an initial maximum exchange rate of 4.0113 shares per $1,000 principal amount, up to 5,014,125 ordinary shares may initially be issuable upon exchange of the notes.
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exchangeable senior notes financial
Rule 144A regulatory
fundamental change financial
additional interest financial
cleanup redemption financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 26, 2026
(Exact name of registrant as specified in its charter)
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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:
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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.
Closing of Exchangeable Senior Notes Offering
On August 31, 2026, Jazz Investments I Limited, a Bermuda exempted company limited by shares (the “Issuer”) and a wholly-owned subsidiary of Jazz Pharmaceuticals plc (the “Company”), completed its previously announced private offering of $1.25 billion aggregate principal amount of its 1.875% exchangeable senior notes due 2032 (the “Notes”), which amount includes the exercise in full by the initial purchasers (the “Initial Purchasers”) of their option to purchase up to an additional $150.0 million aggregate principal amount of Notes. The Issuer offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the Initial Purchasers to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A under the Securities Act.
The Issuer estimates that the net proceeds from the offering of the Notes will be approximately $1,226.4 million, after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses payable by the Issuer. The Company expects to use the net proceeds for general corporate purposes.
The Company also repurchased approximately $225.0 million of its ordinary shares, nominal value $0.0001 per share (“ordinary shares”), from purchasers of the Notes in privately negotiated transactions with or through one of the Initial Purchasers concurrently with the pricing of the offering (the “concurrent ordinary share repurchases”). The purchase price per ordinary share repurchased in such concurrent ordinary share repurchase was $249.29, which was the last reported sale price per ordinary share on August 26, 2026. The Company paid for such repurchases with existing cash on hand and such repurchases were effected as part of the Company’s share repurchase program announced in July 2024. Accordingly, such concurrent ordinary share repurchases reduced the remaining amount authorized under the share repurchase program.
The Notes, the Guarantee and the Indenture
The Notes were issued pursuant to an indenture, dated as of August 31, 2026 (the “Indenture”), among the Issuer, the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company (the “Guarantee”). The Notes and the Guarantee are the Issuer’s and the Company’s senior unsecured obligations.
Interest on the Notes will be payable semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on March 15, 2027, at a rate of 1.875% per year. In certain circumstances, the Issuer and the Company may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the Notes. The Notes mature on September 15, 2032, unless earlier exchanged, redeemed or repurchased.
The exchange rate for the Notes is initially 2.8150 ordinary shares per $1,000 principal amount of the Notes, which is equivalent to an initial exchange price of approximately $355.24 per ordinary share. 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 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 being exchanged, as described in the Indenture. The exchange rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that may occur prior to the maturity date or upon the Issuer’s issuance of a notice of redemption, the Issuer will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its Notes in connection with such a corporate event or exchange its Notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period, as the case may be.
Holders may exchange all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding June 15, 2032 only upon satisfaction of one or more of the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the ordinary shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ordinary shares and the applicable exchange rate on such trading day; (3) if the Issuer calls any or all Notes for redemption, the Notes called (or deemed called, in the case of an optional redemption) for redemption may be submitted for exchange at any time prior to the close of business on the second scheduled trading day preceding the related redemption date; or (4) upon the occurrence of specified corporate events. On or after June 15, 2032, a holder may exchange all or any portion of its Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing conditions.
The Issuer may redeem for cash all, but not less than all, of the Notes at its option prior to September 15, 2032, if the Issuer or the Company has, or on the next interest payment date would, become obligated to pay to the holder of any Note additional amounts as a result of certain tax-related events. The Issuer also may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described in the Indenture) at its option on a redemption date on or after September 20, 2029 if the last reported sale price of the ordinary shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption. Subject to the conditions described in the Indenture, the Issuer may also redeem for cash all, but not less than all, of the Notes at its option at any time if the principal amount of the Notes outstanding at such time is less than $100,000,000. The redemption price for any redemption will be 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a “fundamental change” (as defined in the Indenture), subject to certain conditions and except as described in the Indenture, holders may require the Issuer to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Indenture includes customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. The following events are considered “events of default,” which may result in acceleration of the maturity of the Notes:
| (1) | the Issuer fails to pay or cause to be paid an installment of interest, if any, on any of the Notes, which failure continues for 30 days after the date when due; |
| (2) | the Issuer fails to pay or cause to be paid the principal of any Note when the same becomes due and payable at its stated maturity, upon redemption, upon required repurchase, upon declaration of acceleration or otherwise; |
| (3) | the Issuer or the Company, as applicable, fails to deliver when due the consideration deliverable upon exchange of the Notes and such failure continues for five business days; |
| (4) | the Issuer fails to comply with (i) its notice obligations in connection with a fundamental change or a make-whole fundamental change as provided in the Indenture and such failure continues for three business days, or (ii) its notice obligations in connection with a specified corporate event and such failure continues for one business day; |
| (5) | the Issuer or the Company fails to comply with its respective obligations under the Indenture with respect to consolidation, merger, amalgamation, sale of assets or tax residence; |
| (6) | the Issuer fails to perform or observe (or obtain a waiver with respect to) any term, covenant or agreement contained in the Notes or the Indenture and not otherwise explicitly provided for in the applicable section of the Indenture for a period of 60 days after receipt by the Issuer of notice of such failure from the trustee or by the Issuer and the trustee from the holders of at least 25% of the aggregate principal amount of the then outstanding Notes; |
| (7) | the Issuer, the Company or any of the Company’s significant subsidiaries (as defined in the Indenture) shall be in default with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $125.0 million (or its foreign currency equivalent at the time) in the aggregate of the Issuer, the Company and/or any of the Company’s significant subsidiaries at any one time outstanding, whether such indebtedness now exists or shall hereafter be created: |
| (i) | resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date, or |
| (ii) | constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon redemption, upon required repurchase, upon declaration of acceleration or otherwise, |
and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 60 days after written notice has been received by the Issuer, the Company, or such other subsidiary from the trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes;
| (8) | certain events of bankruptcy, insolvency, examinership or reorganization of the Issuer, the Company or any of the Company’s significant subsidiaries; or |
| (9) | the Guarantee of the Company ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or the Company denies or disaffirms the obligations under the Indenture or its Guarantee. |
In case of certain events of bankruptcy, insolvency, examinership or reorganization involving the Issuer or the Company, the principal of, and accrued and unpaid interest on, all of the then-outstanding Notes shall automatically become due and payable. If an event of default (other than an event of default arising under clause (8) above with respect to the Issuer or the Company) occurs and is continuing, the trustee by notice to the Issuer, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Issuer and the trustee, may, and the trustee at the request of such holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Issuer elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes. The Indenture also provides that additional interest may be payable on the Notes if the Notes are not “freely tradable” (as defined in the Indenture) during the periods and as required by the Indenture.
The Issuer has agreed to use its commercially reasonable efforts to procure approval for the listing of the Notes on the Bermuda Stock Exchange (or on another recognized stock exchange for the purposes of Section 64 of the Taxes Consolidation Act 1997 of Ireland) prior to March 15, 2027, which is the first interest payment date for the Notes.
The foregoing description of the Notes, the Guarantee, the Indenture and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Indenture, which is filed as Exhibit 4.1 to this report and 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 report is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 and Item 8.01 of this report is incorporated by reference into this Item 3.02.
To the extent that any ordinary shares are issued upon exchange of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with exchange of the Notes and any resulting issuance of ordinary shares. Initially, a maximum of 5,014,125 ordinary shares may be issued upon exchange of the Notes based on the initial maximum exchange rate of 4.0113 ordinary shares per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Item 8.01. Other Events.
On August 26, 2026, the Issuer and the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the representatives of the Initial Purchasers relating to the sale of the Notes to the Initial Purchasers. The Purchase Agreement includes customary representations, warranties and covenants by the Issuer, the Company and the Initial Purchasers. Under the terms of the Purchase Agreement, each of the Issuer and the Company has agreed to indemnify the Initial Purchasers against certain liabilities under the Securities Act. None of the Notes, the Guarantee or the ordinary shares issuable upon exchange of the Notes, if any, have been registered under the Securities Act or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
On August 26, 2026, the Company issued a press release announcing the proposed offering. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
On August 27, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, all statements related to the expected use of the net proceeds from the offering and other statements that are not historical facts. These forward-looking statements are based on the Company’s current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Do not place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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 market risks, trends and conditions. These and other risks and uncertainties relating to the Company and its business can be found under the caption “Risk Factors” and elsewhere in the Company’s Securities and Exchange Commission filings and reports (Commission File No. 001-33500), including the Company’s Annual Report on
Form 10-K for the year ended December 31, 2025, as supplemented by subsequent filings and reports by the Company. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Indenture, dated as of August 31, 2026, by and among Jazz Pharmaceuticals Public Limited Company, Jazz Investments I Limited and U.S. Bank Trust Company, National Association | |
| 4.2 | Form of 1.875% Exchangeable Senior Note due 2032 (included in Exhibit 4.1) | |
| 99.1 | Press Release dated August 26, 2026 | |
| 99.2 | Press Release dated August 27, 2026 | |
| 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 Johnson | |
| Name: Philip Johnson | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Date: August 31, 2026
Exhibit 99.1
Jazz Pharmaceuticals Announces Private Offering of $1.0 Billion of
Exchangeable Senior Notes due 2032 and Concurrent Ordinary Share Repurchases
DUBLIN, August 26, 2026 -- 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.
None of the notes, the guarantee or the ordinary shares issuable upon exchange of the notes, if any, have been registered under the Securities Act or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities 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.
About Jazz Pharmaceuticals
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a global biopharma company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with rare diseases — often with limited or no therapeutic options. We have a diverse portfolio of medicines, including leading therapies addressing epilepsies, cancers and sleep disorders. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics. Jazz is headquartered in Dublin, Ireland with research and development laboratories, manufacturing facilities and employees in multiple countries committed to serving patients worldwide.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to the offering, including the Issuer’s intent to grant the initial purchasers of the notes an option to purchase additional notes, and the proposed terms of the notes; the expected use of the net proceeds from the offering; the timing and amount of any concurrent ordinary share repurchases and the potential impacts thereof; and other statements that are not historical facts. These forward-looking statements are based on Jazz Pharmaceuticals’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Do not place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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 market risks, trends and conditions, and Jazz Pharmaceuticals’ ability to complete the offering and any concurrent ordinary share repurchases on the proposed terms and timing. These and other risks and uncertainties affecting Jazz Pharmaceuticals, including those described from time to time under the caption “Risk Factors” and elsewhere in Jazz Pharmaceuticals’ Securities and Exchange Commission filings and reports, including Jazz Pharmaceuticals’ Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and any future filings and reports by Jazz Pharmaceuticals. Other risks and uncertainties of which Jazz Pharmaceuticals is not currently aware may also affect Jazz Pharmaceuticals’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements herein are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by Jazz Pharmaceuticals on its website or otherwise. Jazz Pharmaceuticals undertakes no obligation to update or supplement any forward-looking statements to reflect actual results due to any new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Contacts:
Media:
CorporateAffairsMediaInfo@jazzpharma.com
Ireland +353 1 637 2141
U.S. +1 215 867 4948
Investors:
InvestorInfo@jazzpharma.com
Ireland +353 1 634 7800
U.S. +1 650 496 2717
Exhibit 99.2
Jazz Pharmaceuticals Announces Pricing of Upsized Private Offering of
$1.1 Billion of 1.875% Exchangeable Senior Notes due 2032 and Concurrent Ordinary Share Repurchases
DUBLIN, August 27, 2026 — Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (“Jazz Pharmaceuticals”) today announced the pricing of $1.1 billion aggregate principal amount of 1.875% exchangeable senior notes due 2032 (the “notes”) in a private offering (the “offering”) by Jazz Investments I Limited, its wholly-owned subsidiary (the “Issuer”), to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $1.0 billion aggregate principal amount of notes. The Issuer also granted 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 sale of the notes is expected to close on August 31, 2026, subject to customary closing conditions.
The notes will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027, at a rate of 1.875% per year. The notes will mature on September 15, 2032, unless earlier exchanged, redeemed or repurchased. Prior to June 15, 2032, 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. 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 initial exchange rate will be 2.8150 ordinary shares per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $355.24 per ordinary share, which represents a premium of approximately 42.5% above the last reported sale price per ordinary share on the Nasdaq Global Select Market on August 26, 2026), subject to adjustment in some events but not for any accrued and unpaid interest.
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.
The Issuer may redeem for cash all, but not less than all, of the notes at its option prior to September 15, 2032 in connection with certain tax-related events (a “tax redemption”). The Issuer also may redeem for cash all or any portion of the notes (subject to certain limitations) at its option on a redemption date on or after September 20, 2029 if the last reported sale price of the ordinary shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption (an “optional redemption”). In addition, subject to certain conditions, the Issuer may redeem for cash all, but not less
than all, of the notes at its option at any time if the principal amount of the notes outstanding at such time is less than $100,000,000 (a “cleanup redemption”). The redemption price for any tax redemption, optional redemption or cleanup redemption will be 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the relevant redemption date.
If Jazz Pharmaceuticals undergoes a “fundamental change” (as defined in the indenture that will govern the notes), subject to certain conditions and limited exceptions, holders of the notes may require the Issuer to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the notes or upon the Issuer’s issuance of a notice of redemption, the Issuer will, in certain circumstances, increase the exchange rate for holders of the notes who elect to exchange their notes in connection with such a corporate event or exchange their notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period, as the case may be.
The Issuer estimates that the net proceeds from the offering will be approximately $1,079.0 million (or approximately $1,226.4 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Issuer.
Jazz Pharmaceuticals expects to use the net proceeds from the offering for general corporate purposes.
Jazz Pharmaceuticals agreed to repurchase approximately $225.0 million of its ordinary shares from purchasers of the notes in privately negotiated transactions with or through one of the initial purchasers concurrently with the pricing of the offering (the “concurrent ordinary share repurchases”). The purchase price per ordinary share repurchased in such concurrent ordinary share repurchases was $249.29, which was the last reported sale price per ordinary share on August 26, 2026. Jazz Pharmaceuticals 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, the concurrent ordinary share repurchases will reduce the remaining amount authorized under the share repurchase program.
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, which could have resulted 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 ordinary shares. This press release is not an offer to repurchase any ordinary shares, and the closing of the notes is not contingent upon the closing of the concurrent share repurchases.
None of the notes, the guarantee or the ordinary shares issuable upon exchange of the notes, if any, have been registered under the Securities Act or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities 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.
About Jazz Pharmaceuticals
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a global biopharma company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with rare diseases — often with limited or no therapeutic options. We have a diverse portfolio of medicines, including leading therapies addressing epilepsies, cancers and sleep disorders. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics. Jazz is headquartered in Dublin, Ireland with research and development laboratories, manufacturing facilities and employees in multiple countries committed to serving patients worldwide.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to the expected closing of the offering; the expected use of the net proceeds from the offering; the timing and amount of the concurrent ordinary share repurchases and the potential impacts thereof; and other statements that are not historical facts. These forward-looking statements are based on Jazz Pharmaceuticals’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Do not place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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, trends and conditions, and Jazz Pharmaceuticals’ ability to complete the offering and the concurrent ordinary share repurchases on the proposed terms and timing. These and other risks and uncertainties affecting Jazz Pharmaceuticals, including those described from time to time under the caption “Risk Factors” and elsewhere in Jazz Pharmaceuticals’ Securities and Exchange Commission filings and reports, including Jazz Pharmaceuticals’ Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and any future filings and reports by Jazz Pharmaceuticals. Other risks and uncertainties of which Jazz Pharmaceuticals is not currently aware may also affect Jazz Pharmaceuticals’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements herein are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by Jazz Pharmaceuticals on its website or otherwise. Jazz Pharmaceuticals undertakes no obligation to update or supplement any forward-looking statements to reflect actual results due to any new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Contacts:
Media:
CorporateAffairsMediaInfo@jazzpharma.com
Ireland +353 1 637 2141
U.S. +1 215 867 4948
Investors:
InvestorInfo@jazzpharma.com
Ireland +353 1 634 7800
U.S. +1 650 496 2717