Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
For the purpose of extending the maturity date and repricing the outstanding U.S. dollar term loan B-2 facility incurred on July 19, 2024 (the “Tranche B-2 Dollar Term Loans”), on September 23, 2026, Jazz Financing Lux S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg (“Jazz Lux”) and wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in Ireland (the “Company”), entered into Amendment No. 4 (the “Repricing Amendment”) to the Credit Agreement, dated May 5, 2021, by and among Jazz Lux, the Company, and certain other subsidiaries of the Company, as borrowers or guarantors, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent and U.S. Bank Trust Company, National Association, as collateral trustee (as amended by the LIBOR Successor Rate Conforming Changes Amendment, dated as of June 7, 2023, Amendment No. 1, dated as of January 19, 2024, Amendment No. 2, dated as of July 19, 2024, Amendment No. 3, dated as of November 26, 2024, and the Repricing Amendment, the “Amended Credit Agreement”). Upon entry into the Amended Credit Agreement, certain existing lenders converted outstanding Tranche B-2 Dollar Term Loans into a new tranche of U.S. dollar term loans (the “Tranche B-3 Dollar Term Loans”) and Jazz Lux borrowed $273,310,355.18 aggregate principal amount of additional Tranche B-3 Dollar Term Loans, the proceeds of which were used to repay the outstanding Tranche B-2 Dollar Term Loans that were not converted. The Tranche B-3 Dollar Term Loans are a separate class of term loans under the Amended Credit Agreement with substantially the same material terms (including with respect to prepayment, security, covenants and events of default) as the previously outstanding Tranche B-2 Dollar Term Loans incurred on July 19, 2024, the tranche B-1 dollar term loans incurred on January 19, 2024, and the initial dollar term loans incurred on May 5, 2021, as described under Item 2.03 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2021, which description is incorporated herein by reference, with the maturity date amended to May 5, 2033 (from May 5, 2028) and the interest rate amended as described below. The principal amount of Tranche B-2 Dollar Term Loans outstanding immediately prior to the Repricing Amendment and the outstanding principal amount of Tranche B-3 Dollar Term Loans immediately following the Repricing Amendment, each totaled $1,895,000,000.
The Tranche B-3 Dollar Term Loans bear interest at a rate equal to either (a) Term SOFR or (b) the prime lending rate, in each case, plus an applicable margin. The applicable margin for the Tranche B-3 Dollar Term Loans is 1.75% (in the case of Term SOFR borrowings) and 0.75% (in the case of borrowings at the prime lending rate), a decrease of 50 basis points from the applicable margin on the Tranche B-2 Dollar Term Loans. The Tranche B-3 Dollar Term Loans are subject to a Term SOFR floor of 0.50%. The Tranche B-3 Dollar Term Loans will not be subject to a credit spread adjustment.
The Tranche B-3 Dollar Term Loans will amortize in quarterly installments equal to 0.25% of the initial principal amount thereof, with the remaining balance payable on May 5, 2033.
The foregoing description of the Repricing Amendment and the Tranche B-3 Dollar Term Loans contained in this Item 1.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Repricing Amendment. A copy of the Repricing Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.