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Jazz Pharmaceuticals Announces Private Offering of $850 Million of Exchangeable Senior Notes due 2030 and Concurrent Ordinary Share Repurchases

Published

2 weeks ago

September 3, 2024

DUBLIN, Sept. 3, 2024 /PRNewswire/ — 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, $850 million aggregate principal amount of exchangeable senior notes due 2030 (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 expects to grant the initial purchasers of the notes an option, exercisable within a period of 13 days from and including the date the notes are first issued, to purchase up to an additional $150 million aggregate principal amount of notes.

The notes will be exchangeable under certain conditions. The Issuer will settle exchanges by paying cash up to the aggregate principal amount of the notes to be exchanged. The remainder, if any, of the Issuer’s exchange obligation in excess of the aggregate principal amount of the notes, will be settled in cash, ordinary shares of Jazz Pharmaceuticals (“ordinary shares”) or a combination of cash and ordinary shares, at the Issuer’s election. 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 be general unsecured obligations of the Issuer and will accrue interest payable semiannually in arrears. The Issuer’s obligations under the notes will be fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals; will rank pari passu in right of payment with the Issuer’s existing 2.000% exchangeable senior notes due 2026; will be effectively subordinated to the Issuer’s guarantees of the indebtedness under Jazz Pharmaceuticals’ credit agreement (the “credit agreement”) and Jazz Pharmaceuticals’ 4.375% senior secured notes due 2029 (the “senior secured notes”) to the extent of the value of the assets securing such guarantees; and will be structurally subordinated to the indebtedness and guarantees under the credit agreement and the senior secured notes of Jazz Pharmaceuticals’ other subsidiaries that are borrowers or have provided guarantees of such indebtedness.

Jazz Pharmaceuticals, together with its consolidated subsidiaries (“Jazz”), expects to use a portion of the net proceeds to prepay up to approximately $350 million of the term loans outstanding under the credit agreement and the remainder for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Jazz expects to use the net proceeds from the sale of the additional notes for further prepayments of the term loans.

Jazz Pharmaceuticals also expects to repurchase up to $150 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 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 much, if any, of Jazz Pharmaceuticals’ 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. 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 serious diseases — often with limited or no therapeutic options. We have a diverse portfolio of marketed medicines, including leading therapies for sleep disorders and epilepsy, and a growing portfolio of cancer treatments. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics in oncology and neuroscience. 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 and the proposed terms of the notes; the expected use of the net proceeds from the offering, including any prepayment of the term loans outstanding under the credit agreement; 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 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, 2023, as supplemented by its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, 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:

Kristin Bhavnani
Head of Global Corporate Communications
Jazz Pharmaceuticals plc
[email protected]
Ireland +353 1 637 2141
U.S. +1 215 867 4948

Investors:
Andrea N. Flynn, Ph.D.
Vice President, Head, Investor Relations
Jazz Pharmaceuticals plc
[email protected]
Ireland, +353 1 634 3211
U.S. +1 650 496 2717

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Fintech PR

Fraud Detection & Prevention Market to Reach $252.7 Billion, Globally, by 2032 at 24.3% CAGR: Allied Market Research

Published

2 hours ago

September 20, 2024

CISION (PR Newswire)

fraud-detection-&-prevention-market-to-reach-$2527-billion,-globally,-by-2032-at-24.3%-cagr:-allied-market-research

The introduction of big data analytics, cloud computing services, and an upsurge in mobile payment drive the growth of the market.

PORTLAND, Ore., Sept. 20, 2024 /PRNewswire/ — Allied Market Research published a report, titled, “Fraud Detection & Prevention Market by Component (Solution and Service), Deployment Mode (On-Premises and Cloud), Organization Size (Large Enterprises and Small and Medium-sized Enterprises) and Industry Vertical (BFSI, IT and Telecom, Retail, Healthcare, Government and Defense, Manufacturing, Transportation and Logistics and Others): Global Opportunity Analysis and Industry Forecast, 2023-2032″. According to the report, the “fraud detection & prevention market” was valued at $29.5 billion in 2022, and is projected to reach $252.7 billion by 2032, growing at a CAGR of 24.3% from 2023 to 2032.

The introduction of big data analytics, cloud computing services, and an upsurge in mobile payment drive the growth of the market. In addition, the rise in the adoption of banking & financial sectors across the globe fuels the growth of the market. Moreover, continuous technological advancements are expected to provide lucrative opportunities for the growth of the market during the forecast period. On the contrary, the high cost of fraud detection and prevention solutions limits the growth of the fraud detection & prevention market.

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The solution segment held the highest market share in 2022.

By component, the solution segment dominated the market in 2022, this dominance is driven by the increasing demand for advanced technological solutions that can effectively detect, monitor, and prevent fraudulent activities across various industries such as banking, e-commerce, and insurance. Solutions like AI-based fraud detection, machine learning algorithms, and behavioral analytics have become critical tools in identifying potential fraud in real time and reducing financial losses. However, the service segment is expected to witness the largest CAGR of 28.0%, this growth is driven by the increasing need for specialized services such as consulting, implementation, and maintenance to help organizations effectively integrate and optimize fraud detection solutions.

The BFSI segment held the highest market share in 2022.

By industry vertical, the BFSI segment accounted for the largest share in 2022. This is primarily due to the high frequency and sophistication of fraud targeting financial institutions, making fraud detection and prevention solutions a critical need in the BFSI sector. Financial transactions, online banking, and digital payments are particularly vulnerable to cyberattacks, phishing schemes, and identity theft, driving the sector’s substantial investment in advanced fraud detection technologies. However, the retail segment is expected to witness the largest CAGR of 32.7%. This anticipated growth is driven by several factors. Retailers are increasingly targeted by fraudsters due to the high volume of transactions and the sensitivity of customer data involved. As e-commerce and digital transactions expand, the need for advanced fraud detection and prevention solutions becomes more critical.

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Regional Insights: The North America region held the highest market share in 2022.

By region, the fraud detection & prevention market was dominated by North America in 2022. North America, particularly the U.S., has a highly developed financial and technological infrastructure that supports advanced fraud detection solutions. The region’s significant investments in cybersecurity and fraud prevention technologies, combined with a high incidence of cyber threats, drive continuous innovation and adoption of sophisticated fraud management systems.

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Key Industry Developments

In February 2024, the U.S. Department of the Treasury announced that it has recovered over $375 million as a result of its implementation of an enhanced fraud detection process that utilizes Artificial Intelligence (AI) at the beginning of Fiscal Year 2023.
In April 2024, Cognizant collaborated with FICO, to launch a cloud-based real-time payment fraud prevention solution powered by FICO Falcon Fraud Manager. The joint offering would leverage both firms’ artificial intelligence (AI) and machine learning (ML) technology to help banks and other payment service providers in North America protect their customers from fraud in the growing world of instant digital payments.
In September 2022, Deutsche Bank collaborated with Visa, to help prevent online retail fraud. Merchants who process their e-commerce payments via Deutsche Bank can now use “Decision Manager,” an automated fraud detection system from Visa-owned company Cybersource.

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Get an access to the library of reports at any time from any device and anywhere. For more details, follow the link: https://www.alliedmarketresearch.com/library-access

About Us:

Allied Market Research (AMR) is a full-service market research and business-consulting wing of Allied Analytics LLP based in Wilmington, Delaware. Allied Market Research provides global enterprises as well as medium and small businesses with unmatched quality of “Market Research Reports Insights” and “Business Intelligence Solutions.” AMR has a targeted view to provide business insights and consulting to assist its clients to make strategic business decisions and achieve sustainable growth in their respective market domain.

We are in professional corporate relations with various companies, and this helps us in digging out market data that helps us generate accurate research data tables and confirms utmost accuracy in our market forecasting. Allied Market Research CEO Pawan Kumar is instrumental in inspiring and encouraging everyone associated with the company to maintain high quality of data and help clients in every way possible to achieve success. Each and every data presented in the reports published by us is extracted through primary interviews with top officials from leading companies of domain concerned. Our secondary data procurement methodology includes deep online and offline research and discussion with knowledgeable professionals and analysts in the industry.

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Fintech PR

KuCoin’s Alicia Kao Shares Insights on How AI is Accelerating Mass Crypto Adoption at TOKEN2049 Singapore

Published

2 hours ago

September 20, 2024

CISION (PR Newswire)

VICTORIA, Seychelles, Sept. 20, 2024 /PRNewswire/ — Alicia Kao, Managing Director at leading global cryptocurrency exchange, KuCoin, shared her vision on how crypto exchanges are the drivers that hold the keys to unlocking mainstream crypto adoption. Speaking at the OKX Main Stage at TOKEN2049 in Singapore on a panel session titled “Exchanges at the Helm: Driving Crypto from Niche to Mainstream,” Alicia shared that “accessing information about blockchain has become significantly easier…at KuCoin, we leverage complex data analysis algorithms using our trading bots to help users trade more efficiently.”

Industry stakeholders from all groups were in attendance for the panel, comprising investors, crypto enthusiasts, and more. The focus was on the crucial role of cryptocurrency exchanges in paving the way for crypto adoption and the eventual integration of digital assets into mainstream financial systems. Alicia and her fellow panelists explored both the challenges and opportunities that lay ahead for the crypto industry.

Alongside Alicia, the panel also featured leaders from leading crypto exchanges such as Ben Zhou, Co-Founder and CEO of Bybit; Gracy Chen, CEO of Bitget; Vivien Lin, Chief Product Officer of BingX; and Sonia Shaw, President of CoinW, and moderated by Michael Casey, Chairman of the Decentralized AI Society.

In addition to the panel discussion, KuCoin cemented its position as a leading centralised exchange (CEX) with a prominent presence on the show floor and activations that showcased the platform’s latest developments. The KuCoin Arcade also drew significant attention, offering an engaging and immersive experience with interactive crypto-themed games and activities.

“As we wrap up another edition of TOKEN2049 in Singapore, I’m once again filled with optimism for the future of the crypto industry. The energy, innovation, and collaboration displayed over the past two days have been immensely inspiring. At KuCoin, we will continue striving to be the driving force in this ever evolving space to build a more inclusive, decentralised, and prosperous financial future” added Alicia as TOKEN2049 concluded.

About KuCoin

Launched in September 2017, KuCoin is a leading cryptocurrency exchange with its operational headquarters in Seychelles. As a user-oriented platform with a focus on inclusiveness and community engagement. It offers over 900 digital assets across Spot trading, Margin trading, P2P Fiat trading, Futures trading, and Staking to its 34 million users in more than 200 countries and regions. KuCoin ranks as one of the top 6 crypto exchanges. KuCoin was acclaimed as “One of the Best Crypto Apps & Exchanges of June 2024” by Forbes Advisor and has been included as one of the top 50 companies in the “2024 Hurun Global Unicorn List”. Learn more at https://www.kucoin.com/.

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Ultima Markets Wins Two Prestigious Awards at Global Forex Awards–Retail 2024!

Published

7 hours ago

September 20, 2024

CISION (PR Newswire)

ultima-markets-wins-two-prestigious-awards-at-global-forex-awards–retail-2024!

LIMASSOL, Cyprus, Sept. 20, 2024 /PRNewswire/ — Ultima Markets, a leading global forex and CFDs brokerage, is thrilled to announce its double success at the prestigious Global Forex Awards – Retail 2024. The company won two distinguished awards: “Best Affiliates Brokerage – Global” and “Best Fund Safety – Global.”

The awards were presented during the event in Limassol, Cyprus, where Jean Philippe, Board Advisor, Corporate Governance and Sustainability at Ultima Markets, accepted the honours.

The Global Forex Awards – Retail has celebrated excellence in trading innovation for seven consecutive years. Ultima Markets’ dual wins reflect its commitment to quality, client-centric strategies, and strong partnerships across the financial services sector.

The “Best Affiliates Brokerage—Global” award recognises Ultima Markets’ exemplary affiliate programme, which has successfully driven its global expansion. It is celebrated for its transparency and competitive rewards tailored to affiliate needs.

Receiving the “Best Fund Safety – Global” award highlights Ultima Markets’ efforts to safeguard client assets. Through its partnership with Willis Towers Watson, the company provides up to USD$1,000,000 in insurance per account, while its Financial Commission membership ensures clients access to up to €20,000 in compensation funds.

These recognitions underscore Ultima Markets’ priority to security and transparency, including segregated accounts and robust risk management practices. The broker also assures affiliate partners of exceptional standards.

Commenting on the awards, Jean Philippe said, “These recognitions reflect the exceptional work of our teams to ensure the safety of traders’ funds and our dedication to creating value for our partners and clients. We will continue to evolve and innovate to meet the market’s demands.”

Ultima Markets is renowned for its extensive range of trading products and personalised customer service, designed to meet clients’ diverse needs worldwide. The dual recognition marks a significant milestone in the company’s global growth and reaffirms its reputation for delivering fund safety and robust affiliate opportunities.

“We are delighted to be recognised with these awards, which reflect our mission to create a secure trading environment and build strong, rewarding partnerships,” said Jack Li, Ultima Markets’ Regional Business Director.

About Ultima Markets

Ultima Markets is a fully licensed, fast-growing broker offering access to 250+ financial instruments. With a team of 2,000+ professionals in 15 global offices, we serve clients in 172 countries. Check out more about our awards on Facebook, X, Instagram, LinkedIn and YouTube.