Esperion Therapeutics Amends Credit Agreement with OrbiMed

TL;DR

Esperion just tweaked its loan terms with OrbiMed Capital LLC. Check the details.

AI Summary

On December 12, 2024, Esperion Therapeutics, Inc. entered into a Material Definitive Agreement, specifically a Second Amendment to its Credit Agreement with OrbiMed Capital LLC. This amendment modifies the existing credit facility, impacting its financial obligations. The company also reported on unregistered sales of equity securities and other events.

Why It Matters

This amendment to Esperion's credit agreement with OrbiMed Capital LLC could affect the company's financial flexibility and future borrowing capacity.

Risk Assessment

Risk Level: medium — Amendments to credit agreements can signal changes in a company's financial health or its ability to meet obligations.

Key Players & Entities

• Esperion Therapeutics, Inc. (company) — Registrant
• OrbiMed Capital LLC (company) — Lender and party to credit agreement amendment
• December 12, 2024 (date) — Date of earliest event reported and amendment execution

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ESPR NASDAQ Stock Market
• $150,000,000 — to. The Credit Agreement provides for a $150,000,000 term loan (the "Loan"), which was borro
• $265 million — bligations under the Company's existing $265 million aggregate principal amount 4.00% Conver
• $50,000,000 — venant to maintain minimum liquidity of $50,000,000. The Credit Agreement contains affirmat
• $100 million — ursuant to which the Company will issue $100 million aggregate principal amount of its 5.75%
• $57.5 million — Notes") consisting of (a) approximately $57.5 million principal amount of New Notes, along wi
• $153.4 million — of New Notes, along with approximately $153.4 million in cash, issued in exchange for approxi
• $210.1 million — h, issued in exchange for approximately $210.1 million principal amount of 2025 Notes (the "Ex
• $42.5 million — e Transactions"), and (b) approximately $42.5 million principal amount of New Notes for cash
• $1,000 — hares of the Company's common stock per $1,000 principal amount of New Notes, which is
• $3.06 — itial conversion price of approximately $3.06 per share of common stock, subject to a
• $54.9 million — he Exchange Transactions, approximately $54.9 million in aggregate principal amount of 2025 N

Filing Documents

• tm2430949d1_8k.htm (8-K) — 33KB
• tm2430949d1_ex10-1.htm (EX-10.1) — 927KB
• tm2430949d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-128212.txt ( ) — 1343KB
• espr-20241212.xsd (EX-101.SCH) — 3KB
• espr-20241212_lab.xml (EX-101.LAB) — 33KB
• espr-20241212_pre.xml (EX-101.PRE) — 22KB
• tm2430949d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 13, 2024, Esperion Therapeutics, Inc. (the "Company") entered into a credit agreement (the "Credit Agreement") with GLAS USA LLC, as administrative agent, and Athyrium Opportunities IV Co-Invest 1 LP, HCR Stafford Fund II, L.P., HCR Potomac Fund II, L.P. and HCRX Investments HoldCo, L.P., as the initial lenders party thereto. The Credit Agreement provides for a $150,000,000 term loan (the "Loan"), which was borrowed in full at closing. Proceeds from the Loan will be used to repay a portion of the outstanding obligations under the Company's existing $265 million aggregate principal amount 4.00% Convertible Senior Subordinated Notes due November 2025 (the "Existing Notes") and to pay fees and expenses in connection with the Credit Agreement. The Loan will bear interest at an annual rate of 9.75% if paid in cash, and 11.75% if paid-in-kind. At the Company's option, interest on the Loan may be paid-in-kind for the first four full fiscal quarters ending after the closing date. The Credit Agreement requires quarterly interest-only payments for the first four years after the closing date and, thereafter, the Loan will partially amortize in quarterly principal payments of 12.50% , with the outstanding balance to be repaid on the maturity date, which shall be five (5) years after the closing date (the "Maturity Date"); provided that, such amortization may be adjusted pursuant to the terms of the Credit agreement. The Company may, at its option, prepay the Loan in whole or in part at any time, subject to concurrent payment of certain fees and, if prepaid (a) within the first two years after closing, a make-whole premium plus 3%, (b) after the second anniversary of closing and on or prior to the third anniversary, a prepayment premium of 3% and (c) after the third anniversary of closing and on or prior to the fourth anniversary, a prepayment premium of 1% (the "Prepayment Premium"). The Loan is subject to man

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On December 12, 2024, the Company entered into privately negotiated exchange and subscription agreements with certain holders of its 4.00% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes") pursuant to which the Company 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 2025 Notes (the "Exchange Transactions"), and (b) approximately $42.5 million principal amount of New Notes for cash (the "Subscription Transactions" and together with the Exchange Transactions, the "Transactions"), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended, and the rules and regulations thereunder. The initial conversion rate for the New Notes will be 326.7974 shares of the Company's common stock per $1,000 principal amount of New Notes, which is equivalent to an initial conversion price of approximately $3.06 per share of common stock, subject to adjustment upon the occurrence of certain specified events, but in no event will the conversion rate per $1,000 principal amount of notes exceed 392.1568 shares of common stock, subject to adjustment. Following the closing of the Exchange Transactions, approximately $54.9 million in aggregate principal amount of 2025 Notes will remain outstanding with terms unchanged. The Company intends to use the net proceeds from the Subscription Transactions for general corporate purposes. The Transactions are expected to close concurrently on or about December 17, 2024, subject to customary closing conditions. The offer and sale of the New Notes and the common stock of the Company issuable upon conversion, if any, have not been registered under the Securities Act or the

01. Other Events

Item 8.01. Other Events. On December 13, 2024, the Company issued a press release announcing the Transactions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Credit Agreement, dated as of December 13, 2024, by and among Esperion Therapeutics, Inc., GLAS USA LLC, as administrative agent, and the lenders party thereto. 99.1 Press release, issued on December 13, 2024. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 13, 2024 Esperion Therapeutics, Inc. By: /s/ Sheldon L. Koenig Sheldon L. Koenig President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR