FACT-MASTER
2週前
ESPR: Esperion Announces $210 Million Convertible Debt Financing
https://finance.yahoo.com/news/esperion-announces-210-million-convertible-110000526.html
Esperion Therapeutics, Inc.
ANN ARBOR, Mich., Dec. 13, 2024 (GLOBE NEWSWIRE) -- Esperion (the “Company”) (NASDAQ: ESPR) today announced that it entered into privately negotiated exchange and subscription agreements (the “Agreements”) with certain holders of its outstanding 4.00% Convertible Senior Subordinated Notes due 2025 (the “2025 Notes”). Pursuant to the Agreements, Esperion will issue $100 million aggregate principal amount of its 5.75% Convertible Senior Subordinated Notes due 2030 (the “New Notes”) consisting of (a) approximately $57.5 million principal amount of New Notes, along with approximately $153.4 million in cash, issued in exchange for approximately $210.1 million principal amount of the 2025 Notes (the “Exchange Transactions”) and (b) approximately $42.5 million principal amount of New Notes for cash (the “Subscription Transactions”), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Exchange Transactions and the Subscription Transactions are expected to close concurrently on or about December 17, 2024, subject to customary closing conditions. Following the closing of the Exchange Transactions, approximately $54.9 million in aggregate principal amount of 2025 Notes will remain outstanding with terms unchanged.
Esperion will not receive any cash proceeds from the Exchange Transactions. In exchange for issuing the New Notes pursuant to the Exchange Transactions, Esperion will receive and cancel the 2025 Notes. Esperion estimates that the gross cash proceeds from the Subscription Transactions will be approximately $42.5 million, before subtracting fees and expenses in connection with the Exchange Transactions and the Subscription Transactions. Esperion intends to use the net proceeds from the Subscription Transactions for general corporate purposes.
The New Notes will represent the senior unsecured obligations of Esperion and will pay interest semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2025, at a rate of 5.75% per annum. The New Notes will mature on June 15, 2030 (the “Maturity Date”), unless earlier converted, redeemed or repurchased. Holders will have the right to convert their notes only upon the occurrence of certain events or after March 15, 2030. Esperion will have the right to elect to settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock. The initial conversion rate is 326.7974 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $3.06 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The indenture governing the New Notes includes certain restrictive covenants that limits Esperion’s ability to incur additional indebtedness, subject to certain exceptions.
The New Notes will be redeemable, in whole or in part, for cash at Esperion’s option at any time, and from time to time, on or after December 20, 2027 and prior to the forty-first (41st) scheduled trading day immediately before the Maturity Date, but only if the last reported sale price per share exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In addition, if Esperion undergoes a “fundamental change” (as defined in the indenture governing the New Notes), subject to certain conditions, holders may require Esperion to repurchase for cash all or part of their New Notes in principal amounts of $1,000 or an integral multiple thereof. The repurchase price will be equal to the principal amount of the New Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The New Notes will be issued only to persons who are reasonably believed to be institutional “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act and “qualified institutional buyers” as defined in Rule 144A promulgated under the Securities Act. The New Notes and any of Esperion’s common stock issuable upon conversion of the New Notes have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration under, or an applicable exemption from, the registration requirements of the Securities Act and any applicable state securities laws.
The Exchange Transactions will be funded in part with proceeds from the Company’s new $150 Million Senior Secured Term Loan Credit Facility with Athyrium Capital Management, which was entered into on December 13, 2024.
J. Wood Capital Advisors LLC served as exclusive placement agent for the New Notes.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the New Notes, or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction.
FACT-MASTER
2週前
Neopharm link:
https://www.neopharmisrael.co.il
Another 4th quarter/24 achievement - nice job Sheldon and ESPR mgmt.!
EXCERPT from above link:
"Our Objectives
Neopharm actively seeks in-licensing, distribution and commercial collaboration opportunities for marketing and distributing innovative prescription medications.
Our objective is to find business partners that share our vision and values and that want to establish a presence in our market
Our focus is on innovative pharmaceuticals, biologicals, vaccines and orphan drugs in diversified therapeutic areas such as: hematology, oncology, immunology, gastroenterology, neurology, endocrinology, dermatology, wound care, transplantation, pain treatment and others.
Our Advantages
We have a proven track record of successful launches, superior market access, reimbursement and short time to market. We accomplish this by leveraging our numerous assets, including market expertise, existing financial resources, a powerful operational network and Israel’s best-in-class platform for marketing and sales. Our deep understanding of all governmental bodies, health institutes and professionals across all therapeutic areas also help drive our success.
We create value for our partners through creativity, innovation, identifying opportunities, taking the initiative, and providing advanced solutions, while always maintaining the highest standards. Our long-term relationships are based on uncompromising service, professionalism, reliability, integrity and transparency, with a commitment to collaborative leadership
Join other leading multinational pharmaceutical companies who have benefited from our one-stop-shop solutions."
FACT-MASTER
2週前
ESPR: Esperion Partners with Neopharm to Commercialize NEXLETOL® (bempedoic acid) and NEXLIZET® (bempedoic acid and ezetimibe) in Israel
https://finance.yahoo.com/news/esperion-partners-neopharm-commercialize-nexletol-130000597.html
Esperion Therapeutics, Inc.
– Esperion to Receive an Upfront Payment and Near-Term Milestones Along with Tiered Royalties on Product Sales –
– Israel-Based Commercial Organization Brings Successful Track Record Commercializing Pharmaceutical Products for More Than 80 Years –
ANN ARBOR, Mich., Dec. 12, 2024 (GLOBE NEWSWIRE) -- Esperion Therapeutics (NASDAQ: ESPR) today announced it has entered into a licensing agreement with Neopharm Israel for the exclusive rights to commercialize NEXLETOL® (bempedoic acid) and NEXLIZET® (bempedoic acid and ezetimibe) in Israel. Under the terms of the agreement, Esperion will receive an upfront and near-term milestone payments and will be eligible to receive tiered royalties on sales of NEXLETOL/NEXLIZET in Israel.
“We are excited to bring the cardiovascular benefits of NEXLETOL and NEXLIZET to the millions of Israelis at risk of heart attacks and cardiovascular disease, which remain the leading cause of death globally,” said Efi Shnaidman, CEO at Neopharm. “We look forward to partnering with the Esperion team as they share our commitment to bringing innovative new medicines to patients. At Neopharm, we have a successful track record bringing new therapies to market in Israel and are confident we can build the market in Israel to establish NEXLETOL and NEXLIZET as efficacious and safe therapeutic options that will help Israeli patients reach their LDL-C goals and reduce their cardiovascular risk.”
“We are very pleased to partner with Neopharm as they have a long history of successfully commercializing innovative medicines in Israel,” said Sheldon Koenig, President and Chief Executive Officer of Esperion. “This agreement expands our global reach and reinforces Esperion’s commitment to helping patients at risk for cardiovascular and cardiometabolic diseases.”
Details of the Agreement and Financial Terms
Under the terms of the licensing agreement, Esperion will grant Neopharm exclusive commercialization rights to NEXLETOL and NEXLIZET in Israel, Gaza, and West Bank. Neopharm will be responsible for commercialization in these areas.
Esperion will receive a one-time upfront cash payment within thirty (30) Calendar Days following the signing of agreement with Neopharm. Additionally, Esperion will receive a one-time payment within thirty (30) Calendar Days following the grant of the Marketing Approval (MA) and inclusion for the first time in the National Healthcare Reimbursement Basket (NHB) without any access limitations beyond those in the MA. Finally, Esperion will receive royalties on net territory sales.
INDICATION
NEXLIZET and NEXLETOL are indicated:
The bempedoic acid component of NEXLIZET and NEXLETOL is indicated to reduce the risk of myocardial infarction and coronary revascularization in adults who are unable to take recommended statin therapy (including those not taking a statin) with:
established cardiovascular disease (CVD), or
at high risk for a CVD event but without established CVD.
As an adjunct to diet:
NEXLIZET, alone or in combination with other LDL-C lowering therapies, to reduce LDL-C in adults with primary hyperlipidemia, including HeFH.
NEXLETOL, in combination with other LDL-C lowering therapies, or alone when concomitant LDL-C lowering therapy is not possible, to reduce LDL-C in adults with primary hyperlipidemia, including HeFH.
FACT-MASTER
3週前
The connection is with Alnylam Pharmaceuticals where he led the commercialization of LEQVIO for Hypercholesterolemia. So although it may not be his present field of interest, he knows the space.
Interestingly, he was just hired by Jefferies as a senior adviser.
ESPR has previously (January 2024) entered into Underwriting Agreements with Jefferies, so it is likely Maraganore is/will be aware of ESPR.
Any recommendations he would make, imo, could be highly influential in the marketplace.
Most of the previous analysts buy reports / target prices have been ignored by the marketplace, we just happen to have a good week here at the same time Wainwright re-iterating their buy and $16 target, imo.
Yes, time will tell if the gains stick.
Thanks for posting, stick around
fm
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