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Conyers advised Jazz Investments I Limited, a Bermuda exempted company (the “Issuer”), and a wholly-owned subsidiary of Jazz Pharmaceuticals plc (the “Company”), in connection with its private placement on 23 August 2017, of US$500 million aggregate principal amount of its 1.50% exchangeable senior notes due 2024 (the “Notes”) to two investment banks acting as initial purchasers (together, the “Initial Purchasers”) who subsequently resold the Notes to qualified institutional buyers in reliance on an exemption from registration provided by Rule 144A of the United States Securities Act of 1933. The Issuer has also granted the Initial Purchasers a 13-day option to purchase up to an additional US$75 million aggregate principal amount of Notes.
The Company estimates that the net proceeds from the offering will be approximately US$486 million (or US$559.1 million if the Initial Purchasers exercise their option to purchase additional Notes in full), after deducting the Initial Purchasers’ discount and estimated offering expenses payable by the Issuer and the Company. The Company intends to use the net proceeds from this offering to repay all or a substantial portion of its outstanding borrowings under a revolving credit facility provided for under the Company’s current credit agreement. Any remaining net proceeds will be used for general corporate purposes, including potential business development activities.
David Doyle, Kathleen Moniz and Kent Smith of Conyers’ Bermuda office worked on the matter.