Willkie Advises Aegerion in Recapitalization

May 22, 2019

Novelion Therapeutics announced a court-supervised recapitalization plan for its subsidiary Aegerion Pharmaceuticals, in which Amryt Pharma Plc will acquire 100% of Aegerion’s reorganized stock.

On May 20, Novelion Therapeutics Inc. (NASDAQ: NVLN), a biopharmaceutical company dedicated to developing new standards of care for individuals living with rare diseases, announced that its wholly owned subsidiary Aegerion Pharmaceuticals, Inc., represented by Willkie, has entered into a plan funding agreement (PFA) and a restructuring support agreement (RSA) that will result in Aegerion selling 100% of its reorganized stock to, and becoming a wholly owned subsidiary of, Dublin-based Amryt Pharma Plc.

The agreements are the result of the previously announced capital structure and strategic review undertaken independently by the boards of directors of Novelion and Aegerion, and a broad marketing process. The recapitalization of Aegerion pursuant to the PFA and a proposed Chapter 11 plan of reorganization has been approved by Aegerion’s board and approved and recommended by the independent restructuring committee of Aegerion’s board. Novelion’s board has approved Novelion’s entry into the RSA and support for Aegerion’s proposed Chapter 11 restructuring.

In conjunction with the recapitalization, Aegerion has entered into the RSA with many of its key stakeholders, including Novelion, the holders of in excess of 67% of the 2.00% convertible notes issued by Aegerion due 2019 and the holders of 100% of the principal amount under Aegerion’s other indebtedness for borrowed money.

To facilitate the recapitalization, Aegerion and its U.S. subsidiary Aegerion Pharmaceuticals Holdings, Inc. have commenced cases in the United States Bankruptcy Court for the Southern District of New York pursuant to Chapter 11 of the United States Code. Aegerion will continue to operate in the ordinary course of business during the Chapter 11 process. The non-U.S. subsidiaries of Aegerion are not part of the Chapter 11 proceedings.

The recapitalization ascribes an enterprise value to Aegerion and Amryt of $395 million and $146 million, respectively, excluding cash and cash equivalents and is subject to adjustment for accrued interest and certain payments that are due to the DOJ and the SEC. The key terms of the recapitalization are subject to bankruptcy court approval.

Novelion, through its subsidiary Aegerion, is a global biopharmaceutical company with an established commercial portfolio, including MYALEPT® (metreleptin) and JUXTAPID® (lomitapide). Amryt is a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases.

The Willkie deal team was led by partners Russell Leaf, Jared Fertman and Paul Shalhoub and associates Andrew Mordkoff and Maryam Naghavi.