MergerJul 13, 2026, 09:17 AM
Esperion Merger Triggers CVRs, Convertible Note Changes
AI Summary
Esperion Therapeutics, Inc. entered into a Contingent Value Rights (CVR) Agreement, granting holders rights to up to $100 million based on specified milestones, following its merger. A Second Supplemental Indenture was also executed, modifying the terms of its 5.75% Convertible Senior Subordinated Notes due 2030, converting them into cash and CVRs due to a Make-Whole Fundamental Change. Additionally, the company secured a new Loan Agreement and repaid all outstanding obligations under a previous agreement.
Key Highlights
- Contingent Value Rights (CVRs) grant holders rights to up to $100 million in contingent cash payments.
- CVRs are non-transferable, except in limited circumstances specified in the agreement.
- 5.75% Convertible Senior Subordinated Notes due 2030 convert to $1,032.68 cash and 326.7974 CVRs per $1,000 principal.
- Make-Whole Fundamental Change conversion yields $1,232.62 cash and 390.0701 CVRs per $1,000 principal.
- Esperion entered a new Loan Agreement with BioPharma Credit PLC and other lenders.
- All indebtedness under a previous material definitive agreement was repaid and terminated.
- A Bempedoic Acid Milestone is set for $300 million in annual Net Sales in 2027.
Price Impact
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