Shares have climbed above a 3-week range and is now trading at a 9-month high as Jazz Pharmaceuticals, Inc. (Nasdaq: JAZZ) today announced the signing and closing of a private placement of an aggregate of 1,895,734 units, comprised of an aggregate of 1,895,734 shares of common stock and warrants to purchase up to 947,867 additional shares of common stock for aggregate gross proceeds of approximately $7 million. The per unit purchase price for a share of common stock and a warrant to purchase 0.50 of a share of common stock was $3.6925. The warrants have an exercise price of $4.00 per share and are exercisable for seven years.
The gross proceeds of the private placement were $7.0 million, and the company intends to use the proceeds for general corporate purposes. The units were purchased by funds affiliated with Longitude Capital. In connection with the transaction,
Patrick Enright, a Managing Director of Longitude Capital, joined Jazz Pharmaceuticals' Board of Directors.
The securities offered and sold by Jazz Pharmaceuticals in this private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from registration requirements. Jazz Pharmaceuticals has agreed to file a registration statement with the SEC covering resale of the shares of common stock and the shares of common stock issuable upon exercise of the warrants issued in the private placement.
In addition, the company announced that it has paid to the holders of its senior secured notes the interest payments that were due, but not paid, on December 31, 2008, March 31, 2009 and June 30, 2009, for a total payment of approximately $14.6 million. The $119.5 million principal amount of the notes is due in June 2011. Jazz Pharmaceuticals also announced today that it has delivered to the holders of the notes financial statements for the quarter ended June 30, 2009, which indicate that Jazz Pharmaceuticals had achieved as of June 30, 2009 net product sales at the level required to suspend its prior obligation to maintain a minimum cash balance in an account that is pledged to the collateral agent for the notes. The requirement to maintain the account was triggered in May 2009, and Jazz Pharmaceuticals did not, at that time, establish the required account.
Jazz Pharmaceuticals believes that it has cured all material defaults under the agreement governing the notes, and that it will be able to comply with the agreement on an ongoing basis, including payment of future interest payments when due and repayment of the principal amount of the notes when due in June 2011.
About Jazz Pharmaceuticals, Inc.
Jazz Pharmaceuticals is a specialty pharmaceutical company that identifies, develops and commercializes innovative treatments for important, underserved markets in neurology and psychiatry. For further information please see www.jazzpharmaceuticals.com.
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