Jazz Pharmaceuticals Closes $1.25B Exchangeable Senior Notes Offering and $225M Share Repurchase

Overview & Summary of Transaction

On August 31, 2026, Jazz Pharmaceuticals plc ($JAZZ) announced the closing of a private offering of $1.25 billion in aggregate principal amount of 1.875% exchangeable senior notes due 2032 by its wholly-owned subsidiary, Jazz Investments I Limited.

Key Terms of the Notes Offering

• Issuer: Jazz Investments I Limited (wholly owned subsidiary)
• Guarantor: Jazz Pharmaceuticals plc (senior unsecured basis)
• Principal Amount: $1.25 billion (includes full exercise of initial purchasers' option for $150 million)
• Coupon / Maturity: 1.875% per year, payable semi-annually on March 15 and September 15, maturing September 15, 2032
• Initial Exchange Rate: 2.8150 ordinary shares per $1,000 principal amount (~$355.24 per ordinary share)
• Net Proceeds: Approximately $1,226.4 million, slated for general corporate purposes

Concurrent Share Repurchase

• Amount Repurchased: Approximately $225.0 million in ordinary shares
• Repurchase Price: $249.29 per share (closing price on August 26, 2026)
• Funding Source: Existing cash on hand under the share repurchase program announced in July 2024

Strategic Impact & Market Significance

The issuance optimizes the company's capital structure with low-cost debt (1.875%) while mitigating equity dilution via a concurrent $225M ordinary share repurchase.