The Life Sciences and Capital Markets teams simultaneously represented Avadel Pharmaceutics plc (Nasdaq: AVDL) in three major transactions including a $125 million follow-on equity offering, a $96 million exchange of convertible notes and a $75 million royalty financing to support the potential commercialization of LUMRYZ™ for the treatment of cataplexy or excessive daytime sleepiness in adults with narcolepsy.

Goodwin advised Avadel Pharmaceuticals in an underwritten public offering of 10,000,001 of its ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) in the form of American Depositary Shares (“ADSs”) and of 4,705,882 Series B Non-Voting Convertible Preferred Shares, convertible into Ordinary Shares on a one-for-one basis (the “Preferred Shares,” together with the ADSs, the “Shares”). Each ADS represents the right to receive one Ordinary Share. The public offering price of each ADS is $8.50 and the public offering price of each Preferred Share is $8.50. In connection with the public offering, Avadel has granted the underwriters a 30-day option to purchase up to an additional 2,205,882 ADSs at the public offering price, less the underwriting discounts and commissions. The gross proceeds to Avadel from the offering are expected to be approximately $125 million, before deducting underwriting discounts and commissions and estimated offering expenses.

Goodwin represented Avadel in extending the maturity of $96.2 million of its convertible notes to 2027. Under the terms of the convertible note exchange (the “Exchange”), $96.2 million of the existing $117.4 million convertible notes that would have been due in October 2023 will be exchanged for notes due on April 1, 2027. Following the closing of the Exchange, approximately $21.2 million in existing notes will remain outstanding with terms unchanged. The Exchange is expected to close on April 3, 2023, subject to customary closing conditions.

Goodwin also advised Avadel in in its royalty agreement with RTW Investments, LP and certain of its affiliates for up to $75 million. Under the terms of the royalty agreement, RTW will provide up to $75 million of non-dilutive synthetic royalty financing commitment to Avadel in return for tiered rate, cash royalty payments based on net sales of LUMRYZ in the U.S. Royalty rates ranging from low to high single digits will be based on a certain quarterly sales threshold. Royalty funds become available upon achieving certain regulatory and financial milestones and other customary closing conditions.

Avadel Pharmaceuticals is a biopharmaceutical company focused on transforming medicines to transform lives. The company’s approach includes applying innovative solutions to the development of medications that address the challenges patients face with current treatment options.

For the follow-on public offering, the team was led by Rob Puopolo, Marishka DeToy, Katie Hand, Sara Lepis, Aisha Khan and included Alexander Varond, Dan Karelitz, Erika Pey and Ettore Santucci.

For the convertible notes transaction, the team was led by James Barri, John Servidio, Kim De Glossop, and included Dan Karelitz, Garrett Gaughan and Ettore Santucci.

For the royalty agreement, the team was led by Jacqueline Mercier, Yasin Akbari, Amarilice Young, Andrew Chang and Shane Albright and included Barry Bazian, Dan Karelitz, James Matarese and Erini Svokos.

Additional information on the public offering can be found here, and additional details on the royalty agreement and convertible notes exchange transaction are here.