Avadel Pharmaceuticals Announces Proposed Exchangeable Senior Notes Offering

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DUBLIN, Ireland, Feb. 13, 2018 (GLOBE NEWSWIRE) -- Avadel Pharmaceuticals plc (Nasdaq:AVDL) (“Avadel” or “the Company”) today announced that its wholly-owned subsidiary, Avadel Finance Cayman Limited (the “Issuer”), intends to offer, subject to market and other conditions, $125,000,000 principal amount of exchangeable senior notes due 2023 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, the Issuer expects to grant the initial purchasers of the Notes a 30-day option to purchase up to an additional $18,750,000 principal amount of Notes. 

The Notes will be general unsecured obligations of the Issuer, and will be fully and unconditionally guaranteed by Avadel on a senior unsecured basis.  Subject to satisfaction of certain conditions and during certain periods, the Notes will be exchangeable, at the option of the holders, into (i) American Depositary Shares (“ADSs”), each of which represents one ordinary share of Avadel, (ii) cash, or (iii) a combination of both ADSs and cash at the Issuer’s election. The interest rate, initial exchange price and certain other terms of the Notes will be determined at the time of pricing of the Offering. The Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

Avadel currently intends to use the net proceeds from the proposed Offering for working capital and general corporate purposes.  Avadel also expects to use cash on-hand to purchase up to $20,000,000 of ADSs through the purchase of ADSs concurrently with the pricing of the proposed Offering in privately negotiated transactions effected with or through a representative of the initial purchasers or an affiliate of such representative. 

The Issuer expects the purchase price per ADS repurchased in such transactions to equal the closing sale price per ADS on the date of the pricing of the Offering. These purchases of ADSs could increase, or prevent a decrease in, the market price of the ADSs concurrently with the pricing of the Notes, and could result in a higher effective exchange price for the Notes.

The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act.  The Notes, Avadel’s guarantee thereof, and the ADSs, if any, deliverable upon exchange thereof have not been and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, Avadel’s guarantee thereof or any ADSs deliverable upon exchange thereof, nor shall there be any sale of the Notes, Avadel’s guarantee thereof or any ADSs deliverable upon exchange thereof in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers will be made only pursuant to Rule 144A under the Securities Act, including by means of a confidential offering memorandum.

Avadel Pharmaceuticals plc (Nasdaq:AVDL) is a branded specialty pharmaceutical company committed to providing solutions for overlooked and unmet medical needs through patient-focused, innovative products. The Company is headquartered in Dublin, Ireland with operations in St. Louis, Missouri and Lyon, France.


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Globe Newswire: 21:28 GMT Tuesday 13th February 2018

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