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Notes
12 Months Ended
Dec. 31, 2014
Notes [Abstract]  
Notes

Note 5:   Notes

Introduction

  

As of December 31, 2014, the Company had approximately $45 million principal amount of notes outstanding originally due June 2015 (which were early redeemed in January 2015)  and approximately $58 million principal amount of notes outstanding due December 2018. Description and composition are as follows:

     $45 million Jazz 2010 Notes redeemed during January 2015

  

In July 2010, the Company issued notes in the principal amount of approximately $94 million due June 2015 (the “2010 Notes”). Interest on the 2010 Notes at a rate of 8% per annum was payable semiannually. 

  

As of December 31, 2014, approximately $45 million, in principal amount of the 2010 Notes were outstanding. As of January 8, 2015, the 2010 Notes had been fully redeemed through: (i) an early redemption of approximately $45 million outstanding amount, as permitted by the terms of the indenture governing the 2010 Notes, completed in January 2015, and (ii) the 2014 exchange agreement (as defined and discussed below).

  

As a result, as of January 8, 2015, no outstanding amount is due by the Company towards the aforementioned $45 million 2010 Notes

  

$58 million Jazz 2014 Notes due December 2018

  

In March 2014, the Company, certain of its domestic subsidiaries and Tower entered into an exchange agreement (the “2014 Exchange Agreement”) with certain 2010 Notes holders (the “2014 Participating Holders”) according to which the Company issued new unsecured convertible senior notes due December 2018 (the “2014 Notes”) in exchange for approximately $45 million in aggregate principal amount of 2010 Notes.

In addition, in March 2014, the Company, Tower and certain of the 2014 Participating Holders (the “Purchasers”) entered into a purchase agreement (the “Purchase Agreement”) pursuant to which the Purchasers purchased $10 million aggregate principal amount of 2014 Notes for cash consideration.

Interest on the 2014 Notes at a rate of 8% per annum is payable semiannually. Holders of the 2014 Notes may submit a conversion request with respect to their 2014 Notes to be settled through cash or ordinary shares of Tower, in which event the conversion price is set to $10.07 per share, reflecting a 20 percent premium over the average closing price for Tower's ordinary shares for the five trading days ending on the day prior to the signing date of the 2014 Exchange Agreement and Purchase Agreement.

The 2014 Notes are unsecured senior obligations of the Company, rank equally with all other existing and future unsecured senior indebtedness of the Company, , and are effectively subordinated to all existing and future secured indebtedness of the Company, including the Company's secured Credit Line Agreement with Wells Fargo (see Note 4 above), to the extent of the value of the collateral securing such indebtedness. The 2014 Notes rank senior to all existing and future subordinated debt. The 2014 Notes are not guaranteed by Tower.

             Holders of the 2014 Notes are entitled, subject to certain conditions and restrictions, to require the Company to repurchase the 2014 Notes at par plus accrued interest and a 1% redemption premium in the event of certain change of control transactions. as set forth in the Indenture governing the 2014 Notes.


The Indenture contains certain customary covenants including covenants restricting the Company's ability and the ability of its subsidiaries to, among other things, incur additional debt, incur additional liens, make specified payments and make certain asset sales.

  

Jazz's obligations under the 2014 Notes are guaranteed by Jazz's wholly owned domestic subsidiaries. The Company has not provided condensed consolidated financial information for such subsidiaries because the subsidiaries have no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several and the subsidiaries of the Company, other than the subsidiary guarantors, are minor.

As of December 31, 2014, approximately $58 million principal amount of 2014 Notes was outstanding.

 

The Credit Line Agreement imposes certain limitations on the ability to repay the notes and/or to incur additional indebtedness without Wells Fargo's consent. Any default on payment of the notes or any default on a permitted refinancing of the notes, would trigger a cross default under the Credit Line Agreement, which would permit the lenders to accelerate the obligations thereunder, potentially requiring the Company to repay or refinance the Credit Line Agreement.

 

The Company concluded that said exchange should not be recognized as a troubled debt restructuring in accordance with the provisions of  ASC 470-60 "Troubled Debt Restructurings by Debtors". In accordance with the provisions of ASC 470-50 “Modifications and Extinguishments” the Company concluded that the exchange resulted in an extinguishment of the old debt and the issuance of a new convertible debt to be recorded at fair value. As described above, certain of the 2014 Notes were issued in exchange for certain of the 2010 Notes. Since the 2014 Notes were not traded and no quotes were available, the Company determined the fair value of the 2014 Notes using the present value technique. The 2014 Exchange Agreement resulted in an amount of approximately $9.8 million, which has been recorded in the statement of operations report as non-cash one-time financing expense for the year ended December 31, 2014. The convertible feature has been measured as the difference between the fair value of the liability component and the fair value of the note as a whole, and recorded in equity in accordance with ASC 470-20 “Debt With Conversion and Other Options”. 

 

For disclosure purposes, the fair value of the 2010 Notes and the 2014 Notes as of December 31, 2014 was approximately $126 million. Such fair value is determined by taking in consideration the market approach, using the last quotations of the notes.