WilmerHale Advises Underwriters and Co-Exchange Agents in Concurrent Follow-On Offering and Private Exchange Offer by Avadel Pharmaceuticals

WilmerHale Advises Underwriters and Co-Exchange Agents in Concurrent Follow-On Offering and Private Exchange Offer by Avadel Pharmaceuticals

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WilmerHale advised the underwriters and exchange agents in multiple transactions by Avadel Pharmaceutics plc (Nasdaq: AVDL), including a $143.8 million follow-on equity offering and a $96 million exchange of convertible notes to support the potential commercialization of Avadel’s LUMRYZ™ for the treatment of cataplexy or excessive daytime sleepiness in adults with narcolepsy.

WilmerHale advised the underwriters in Avadel Pharmaceuticals’ 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 “Offering”). 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 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, which was exercised on April 3, 2023. The gross proceeds to Avadel from the offering were approximately $143.8 million, before deducting underwriting discounts and commissions and estimated offering expenses. The Offering closed on April 3, 2023.

WilmerHale also represented the co-exchange agents in connection with Avadel 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 were exchanged for notes due on April 1, 2027. The Exchange closed on April 3, 2023.

The WilmerHale team was led by Lisa Firenze, Glenn Pollner, Ryan Brewer, Matt Kosior and Jahnvi Desai, with assistance from Bruce Manheim and Barish Ozdamar.


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