JWCA advises ESPERION on its INAUGURAL $250 million convertible BOND, capped call AND PREPAID FORWARD TRANSACTION

NOVEMBER 2020 | read press release

Transaction Background

Esperion Therapeutics, Inc. (“ESPR”) wanted to raise capital to fund the continued commercialization efforts of NEXLETOL and NEXLIZET which were approved by the FDA earlier in the year, as well as further pipeline development.

Esperion’s objectives:

• Negotiate amendment to existing royalty agreement to be able to take advantage of a strong, resilient convertible market

• Raise capital at a premium to current stock price to minimize dilution

• Further minimize dilution with a high-strike capped call and prepaid forward

• Maximize proceeds in a challenging technical stock borrow situation with an emphasis on long-only convertible investors

JWCA advised Esperion on deal structuring and related items, including

• Amendment negotiations

• Investor messaging

• Accounting considerations

• Issuer redemption and make-whole mechanics

• Cost of capital

• Documentation

• Syndicate economics

JWCA also designed and ran a capped call auction process to achieve competitive terms and diversify counterparty risk

JWCA provided advice, support, and analysis throughout the execution process

Results

Esperion convertible issuance was very well-received by investors:

• Company was able to upsize the base deal by $50mm while executing both coupon and premium terms within the marketed ranges

• Achieved over 50% allocation to long-only fundamental investors

Capped call documentation and auction process produced meaningful savings for Esperion at a high upper strike price