Esperion Announces $210 Million Convertible Debt Financing

Core Viewpoint - Esperion has entered into privately negotiated exchange and subscription agreements to issue $100 million of new convertible senior subordinated notes, replacing existing notes due in 2025 with new notes due in 2030 [1][2]. Group 1: Exchange and Subscription Transactions - The company will issue approximately $57.5 million in new notes and $153.4 million in cash in exchange for approximately $210.1 million of existing 2025 notes, along with an additional $42.5 million in new notes for cash [1][3]. - The transactions are expected to close on or about December 17, 2024, subject to customary closing conditions [2]. Group 2: Financial Details and Use of Proceeds - Esperion will not receive cash proceeds from the exchange transactions but expects to receive approximately $42.5 million from the subscription transactions, which will be used for general corporate purposes [3]. - The new notes will have a semi-annual interest rate of 5.75% and will mature on June 15, 2030, with an initial conversion rate of 326.7974 shares per $1,000 principal amount [4]. Group 3: Redemption and Repurchase Rights - The new notes can be redeemed by the company starting December 20, 2027, under certain conditions, with the redemption price equaling the principal amount plus accrued interest [5]. - In the event of a fundamental change, holders may require the company to repurchase their notes at the principal amount plus accrued interest [6]. Group 4: Regulatory and Placement Information - The new notes will be issued only to accredited institutional investors and have not been registered under the Securities Act [7]. - The exchange transactions will be partially funded by a new $150 million senior secured term loan credit facility with Athyrium Capital Management [8].