AMENDMENT No. 3, dated as of April 20, 2021 (this “Amendment”), to the Credit Agreement, dated as of June 18, 2015, by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz...Credit Agreement • April 20th, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Credit Agreement, dated June 18, 2015 (as amended by Amendment No. 1, dated July 12, 2016, as amended by Amendment No. 2, dated June 7, 2018, as amended by Amendment No. 3, dated April 20, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz Securities Designated Activity Company (f/k/a Jazz Securities Limited), a Section 110 designated activity company incorporated under the laws of Ireland (the “Lead Borrower”), Jazz Pharmaceuticals, Inc., a Delaware corporation (the “U.S. Borrower”), Jazz Financing I Designated Activity Company (f/k/a Jazz Financing I Limited), a designated activity company incorporated under the laws of Ireland (“Jazz Financing I”), Jazz Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland (“Jazz Ireland”), the Lender
EXCERPTS FROM PRELIMINARY OFFERING MEMORANDUM, DATED APRIL 20, 2021 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONJazz Pharmaceuticals PLC • April 20th, 2021 • Pharmaceutical preparations
On February 3, 2021, Jazz Pharmaceuticals Public Limited Company, (“Jazz” or the “Company”) entered into a Transaction Agreement (the “Transaction Agreement”) with GW Pharmaceuticals plc (“GW”) and Jazz Pharmaceuticals UK Holdings Limited (“Bidco”). The Transaction Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Bidco (and/or, at Bidco’s election, Jazz and/or the DR Nominee (as defined in the Transaction Agreement)) will acquire the entire issued and to be issued share capital of GW pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”, and such acquisition, the “Acquisition” and the date on which the Scheme of Arrangement becomes effective, the “Acquisition Date”).
