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

Jazz Pharmaceuticals plc (Nasdaq: JAZZ ) ("Jazz Pharmaceuticals") 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 th...