Jazz plans $1.0 billion exchangeable notes offering with share buyback

Jazz Pharmaceuticals plc said on August 26, 2026 that its wholly owned subsidiary, Jazz Investments I Limited, intends to offer $1.0 billion aggregate principal amount of exchangeable senior notes due 2032 in a private offering to qualified institutional buyers. The release was filed as an exhibit to a Form 8-K. The offering depends on market conditions and other factors.

The offering

The initial purchasers would have an option to buy up to an additional $150.0 million of notes, exercisable within a 13-day period from the initial issue date. Jazz Pharmaceuticals will fully and unconditionally guarantee the notes on a senior unsecured basis. The notes will pay interest semiannually. The interest rate and initial exchange rate will be set at pricing.

On exchange, the issuer will pay cash up to the principal amount of the notes exchanged. For the rest of its exchange obligation, it will pay or deliver cash, ordinary shares or a combination, at its election. The release says the notes will rank equal with existing and future unsubordinated liabilities, other than certain liabilities preferred under Bermuda or Irish law, but will be effectively junior to secured debt and structurally junior to all liabilities of the subsidiaries, including trade payables. The release names no underwriter, placement agent or advisor, and it does not name the initial purchasers.

The share repurchases

Jazz 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. Those repurchases would be made at the closing price on the offering date and paid with existing cash, as part of a share repurchase program announced in July 2024. They would reduce the amount left under that program.

The release says the repurchases could raise the stock price, or reduce the size of any decline, and that this could leave a higher effective exchange price for the notes. It also says no assurance can be given on how many shares will be bought. The offering is not contingent on the repurchases, and the release says the company expects to use the net proceeds for general corporate purposes.

The business and its results

Jazz describes itself as a global biopharmaceutical company focused on rare diseases. The 10-K calls Jazz the leader in oxybate therapy for rare sleep disorders and says Xywav has become a standard of care for narcolepsy and idiopathic hypersomnia. The company says Xywav contains 92% less sodium than Xyrem. Its marketed products include Xywav, Epidiolex for seizures associated with certain epilepsies, Ziihera for HER2-positive biliary tract cancer, Modeyso for diffuse midline glioma, Zepzelca for small cell lung cancer and Rylaze for acute lymphoblastic leukemia. The 10-K describes the Ziihera, Modeyso and Zepzelca approvals as accelerated approvals, and Ziihera's European and Canadian approvals as conditional.

The company reported a net loss of $356.1 million for 2025, after net income of $560.1 million in 2024. Operations still brought in cash: cash provided by operations was $1.36 billion in 2025 and $1.40 billion in 2024. Cash and cash equivalents were $1.39 billion at the end of 2025, down from $2.41 billion a year earlier, and $1.62 billion at June 30, 2026. The figures given do not explain the swing from profit to loss. The notes would add $1.0 billion of debt, and the release says any repurchases would be paid from existing cash on hand.

The release gives no date for pricing, and it does not say how the company would meet the notes at maturity in 2032 if they are not exchanged.

Report an error

Companies in this story

JAZZJazz Pharmaceuticals plcNASDAQ · IrelandOpen the desk