Acorda Therapeutics Announces Private Exchange of $276 Million of Its 1.75% Convertible Senior Notes Due 2021 - Seite 2

The Company may elect to settle conversions of the New Convertible Secured Notes in cash, shares of the Company’s common stock or a combination of cash and shares of the Company's common stock. Holders who convert their New Convertible Secured Notes prior to June 1, 2023 (other than in connection with a fundamental change) will also be entitled to an interest make-whole payment equal to the sum of all regularly scheduled stated interest payments, if any, due on such New Convertible Secured Notes on each interest payment date occurring after the conversion date for such conversion and on or before June 1, 2023. In addition, the Company will have the right to cause all New Convertible Secured Notes then outstanding to be converted automatically if the volume-weighted average price per share of the Company’s common stock equals or exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The Company’s ability to settle conversions and make interest payments using shares of its common stock will be subject to certain limitations set forth in the indenture until the time, if any, that the Company’s stockholders approve the issuance of more than 19.99% of its outstanding shares for such purposes in accordance with Nasdaq listing standards and an amendment to the Company’s certificate of corporation to increase the number of authorized shares.

Holders of the New Convertible Secured Notes will have the right, at their option, to require the Company to purchase their New Convertible Secured Notes if a fundamental change (as defined in the indenture) occurs, in each case, at a repurchase price equal to 100% of the principal amount of the New Convertible Secured Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

In connection with the exchange, the Company intends to enter into an indenture establishing the terms of the New Convertible Secured Senior Notes, a security agreement establishing a first priority security interest in substantially all of the assets of the Company and Guarantors, subject to certain material exceptions specified therein, and a registration rights agreement under which the Company has agreed to file a registration statement covering the resale of the shares of common stock issued upon conversion of the New Convertible Secured Notes.