Acorda Therapeutics Announces Private Exchange of $276 Million of Its 1.75% Convertible Senior Notes Due 2021

Acorda Therapeutics, Inc. (Nasdaq: ACOR) (the “Company”) today announced that it has entered into agreements with a limited number of institutional investors who are holders of the Company’s 1.75% Convertible Senior Notes due 2021 (the “Existing Convertible Notes”) to exchange $276 million aggregate principal amount of the Existing Convertible Notes for a combination of newly issued 6.00% Convertible Senior Secured Notes due 2024 (the “New Convertible Secured Notes”) and cash. For each $1,000 principal amount of Existing Convertible Notes that a participating holder exchanges, the Company will deliver (i) $750 in principal amount of New Convertible Secured Notes and (ii) a cash payment of $200 (the “Exchange”). In the aggregate, the Company expects to issue approximately $207 million aggregate principal amount of New Convertible Secured Notes and $55.2 million in cash to the participating holders. The Exchange is expected to close on or about December 23, 2019.

The New Convertible Secured Notes will be guaranteed by the Company’s wholly owned subsidiary, Civitas Therapeutics, Inc., and all other domestic subsidiaries acquired or formed after the date of issuance (the “Guarantors”), and will be senior obligations of the Company and the Guarantors, secured by a first priority security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. Interest will be payable semi-annually in arrears at a rate of 6.00% per annum on each June 1 and December 1, beginning on June 1, 2020, and may be paid in cash or, subject to the satisfaction of certain conditions, shares of the Company’s common stock, as elected by the Company. The New Convertible Secured Notes will mature on December 1, 2024 unless earlier converted in accordance with their terms prior to such date.

The New Convertible Secured Notes will be convertible at the option of the holder into shares of common stock of the Company at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the New Convertible Secured Notes is 285.7142 shares of the Company’s common stock per $1,000 principal amount of New Convertible Secured Notes, which is equivalent to an initial conversion price of approximately $3.50 per share of common stock (a premium of approximately 97% above the Company’s closing stock price of $1.78 on December 20, 2019), and is subject to adjustment in certain circumstances.