Press Release November 17, 2020

Esperion Therapeutics Prices Upsized $280 Million Convertible Notes Offering With Capped Call

The Life Sciences IPOs + Capital Markets team advised Esperion Therapeutics, Inc. (NASDAQ: ESPR) on its successful offering of 4.00% Convertible Senior Subordinated Notes due 2025. The deal initially launched at $200 million, but was upsized to $250 million, plus the full exercise of the initial purchasers’ option to purchase additional notes. The initial conversion price of the notes featured a premium of 20% up from the reference price of approximately $27.58. In connection with the offering, Esperion entered into capped call transactions which mitigates equity dilution and/or offsets payments due upon conversion of the notes and effectively raises the conversion price of the notes to approximately $55.16 per share, a 100% premium over the reference price. Goodwin also advised Esperion on a prepaid forward intended to facilitate privately negotiated transactions by which investors in the convertible notes will be able to hedge their investment.

Esperion is the Lipid Management Company, a pharmaceutical company focused on developing and commercializing affordable, oral, once-daily, non-statin medicines for the treatment of patients with elevated low density lipoprotein cholesterol.

Goodwin’s equity-linked product team consisted of Jim Barri, John Servidio, Kim De Glossop, and Benjamin Drai in Debt Capital Markets. Goodwin’s corporate team consisted of Mitchell Bloom, Art McGivern, Nancy Daley, Roseanne Yang, Garrett Gaughan, and Peter Yang in Life Sciences. Daniel Karelitz and Jonathan LaPlante provided advice for Tax.

For more information, please see Esperion’s pricing press release for the offering.