Homburger advises Idorsia Ltd on its holistic restructuring comprising the restructuring of its outstanding convertible bonds in a total amount of CHF 800 m and the raising of CHF 150 m through a new money facility
On February 26, 2025, Idorsia Ltd announced that it has reached an agreement with more than two-thirds of its convertible bondholders – a majority sufficient to pass resolutions at the relevant bondholders’ meetings – to restructure its outstanding convertible bond debt. The agreement includes a tailored restructuring of Idorsia’s total CHF 800 m convertible bond debt and a CHF 150 m new money facility, enabling the company’s continued operations.
As a first step of the restructuring, a bondholders’ meeting was held on February 25, 2025 to approve the extension of the maturity of the convertible bond 2025 (CB2025) until September 17, 2025. In a second step, Idorsia intends to call bondholders’ meetings to amend the terms of both the CB2025 and the convertible bond 2028 (CB2028) to, among others, extend the maturity date by 10 years, subject to the approval by the relevant court. In a third step, a special purpose vehicle (SPV) will be created. Idorsia intends to transfer to this SPV its rights to selatogrel and cenerimod, and its rights to aprocitentan. A bond exchange offer will be launched by the SPV, where the CB2025 and CB2028 bondholders will be offered the opportunity to exchange their convertible bonds for newly created notes issued by the SPV. For participating in the exchange offer, bondholders will be entitled to receive up to a total of 8.04 m Idorsia shares and up to a total of 8.04 m Idorsia warrants. Any potential net payments for milestones and royalties from selatogrel and cenerimod, as well as any potential net proceeds from a deal for aprocitentan will be used to repay holders of the SPV notes. Idorsia’s rights to all three products will return to Idorsia once the SPV notes have been fully paid.
In addition to the holistic restructuring, Idorsia has secured a new money facility for a net amount of CHF 150 m that will extend Idorsia’s cash runway into 2026. This new money facility will be repaid within 24 months and is fully backstopped by a bondholder group who will receive a total of 9.0 m Idorsia shares and 8.0 m Idorsia warrants. All bondholders will also be invited to participate in this new money facility. Those bondholders participating in the new money facility will be entitled to receive up to a total of 10.5 m Idorsia shares and up to 9.5 m Idorsia warrants. In addition, they will receive in the bond exchange offer in return (up to a certain amount) SPV notes which are repaid first. Finally, all bondholders will be offered the opportunity to participate in the binding lock-up agreement in return for a 1% capitalized fee.
The restructuring and financing measures are expected to significantly strengthen Idorsia’s financial position, allowing the company to advance its business strategy and create long-term value for stakeholders.
Homburger advises Idorsia Ltd as lead corporate, restructuring and capital markets counsel. The Homburger team is led by Frank Gerhard (Corporate / M&A) and includes Eduard De Zordi (Capital Markets), Marco Rostetter (Corporate / M&A, Restructuring / Insolvency), Estelle Piccard and Daniel Hulmann (Corporate / M&A, Capital Markets), Miguel Sogo (Litigation, Restructuring / Insolvency), Stefan Oesterhelt (Tax), Jeremy Reichlin (Employment, Restructuring / Insolvency) and Oliver Mrose (Litigation, Restructuring / Insolvency) as well as Rebecca Sigrist (Corporate / M&A) and Syra Angliker (Litigation, Restructuring / Insolvency).