T-3/A 1 formt3a.htm T-3/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
Amendment No. 1 to
FORM T-3

 
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

 
Aegerion Pharmaceuticals, Inc.
 
and the Guarantors named herein

(Name of Applicant)

c/o Norton Rose Fulbright
1800 - 510 West Georgia Street, Vancouver, BC V6B 0M3 Canada
(Address of principal executive offices)
 
Securities to be Issued under the Indenture to be Qualified

Title of Class
  
Amount
Convertible Senior Notes due 2025
  
$125 million aggregate principal amount

Approximate date of proposed public offering:  As soon as practicable after the Effective Date under the Plan of Reorganization.

Name and address for agent of service:  Barbara Chan, President and Director, c/o Norton Rose Fulbright, 1800 - 510 West Georgia Street, Vancouver, BC V6B 0M3 Canada.

With a copy to:
Russell Leaf, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000

The Applicant hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant.

EXPLANATORY NOTE
 
This Amendment No. 1 to Form T-3 is being filed on behalf of Aegerion Pharmaceuticals, Inc. and the entities expected to be guarantors of the Convertible Senior Notes due 2025. This Amendment is being filed solely to add the guarantors listed herein as Applicants to the initial application for qualification filed with the Securities and Exchange Commission on July 18, 2019 (the “Application”), update and replace in its entirety the information contained in Items 1, 2, 4, 5 and 7 of the Application and to file the Exhibits included in the Index to the Exhibits.  All other information in the Application is unchanged and has been omitted from this Amendment.

GENERAL

1. General Information.

Applicant
  
Form of Organization
  
Jurisdiction of Organization
Aegerion Pharmaceuticals, Inc. (the “Company”)
  
Corporation
  
Delaware
Aegerion Pharmaceuticals Holdings, Inc.
  
Corporation
  
Delaware
Aegerion Securities Corporation
  
Corporation
  
Massachusetts
Aegerion Pharmaceuticals Ltd.
  
Limited Company
  
Bermuda
Aegerion Pharmaceuticals Limited
  
Limited Company
  
England/Wales
Aegerion International Ltd.
  
Limited Company
  
Bermuda
Aegerion Pharmaceuticals SARL
  
Limited Liability Company
  
Switzerland
Aegerion Pharmaceuticals K.K.
  
Stock Corporation
  
Japan
Aegerion Pharmaceuticals, SAS
  
Limited Liability Company
  
France
Aegerion Pharmaceuticals (Canada) Ltd.
  
Limited Company
  
Canada
Aegerion Pharmaceuticals Spain, S.L.
  
Limited Liability Company
  
Spain
Aegerion Pharmaceuticals GmbH
  
Limited Liability Company
  
Germany
Aegerion Brasil Comercio e Importacao de Medicamentos LTDA
  
Limited Liability Company
  
Brazil
Aegerion Pharmaceuticals S.r.l.
  
Limited Liability Company
  
Italy
(the above named entities are the “Aegerion Entities”)
        
Amryt Pharma Holdings Limited (the “Parent”)
  
Limited Company
  
England/Wales
Amryt Pharma Limited
  
Limited Company
  
England/Wales
Amryt Pharmaceuticals DAC
  
Designated Activity Company
  
Ireland
Amryt Research Limited
  
Limited Company
  
Ireland
Amryt Genetics Limited
  
Limited Company
  
Ireland
Amryt Lipidology Limited
   Limited Company   Ireland
Amryt AG (previously Birken AG)
  
Public Limited Company
  
Germany, Mannheim

The foregoing entities are referred to herein collectively as the “Applicants.”  The Applicants, other than the Aegerion Entities, are referred to herein collectively as the “Amryt Entities.”  The Applicants other than the Company, and any other entities that will act as a guarantor under the Indenture (as defined below) are referred to herein collectively as the “Guarantors.”  The Company and Aegerion Pharmaceuticals Holdings, Inc. are referred to herein as the “Debtors.”

2
AFFILIATES

3. Affiliates.

Prior to the Effective Date, Novelion Therapeutics Inc. (“Novelion”) may be considered an affiliate of the Applicants in its capacity as the parent of the Company.  In addition, Software Stiftung AG may be considered an affiliate of the Company since it holds 22.3% of the ordinary shares of Amryt Pharma PLC. The Applicants expect such persons to cease to be affiliates of the Applicants on such basis described in this paragraph following the Effective Date.

As of the Effective Date, the Parent is expected to indirectly own 100% of the voting securities of the Company. In addition, the Parent and the Company are expected to directly or indirectly own each Guarantor.

Certain directors and officers of the Applicants may be deemed to be affiliates thereof by virtue of their positions with the Applicants.  See Item 4, “Directors and Executive Officers.”  In addition, certain persons may be deemed to be affiliates of the Applicants by virtue of their current or anticipated holdings of voting securities of the Applicants.  See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

The following table lists the names and offices held by all current directors and executive officers of each Applicant.  Except as noted below, each director and officer is expected to remain a director or officer after the Effective Date.  The address for each director and executive officer for the Aegerion Entities is c/o Aegerion Pharmaceuticals, Inc., 245 First Street, 18th Floor, Cambridge, MA 12142.  The address for each director and executive officer for the Amryt Entities is c/o Amryt Pharma PLC, 90 Harcourt Street, Dublin 2, Ireland.  From the Effective Date, the directors and officers of the Parent are expected to serve as directors and officers for all the Applicants.

As of the date hereof:
Aegerion Pharmaceuticals, Inc.
 
Name
Position
Barbara Chan
President and Director
Benjamin Harshbarger
Secretary
John Castellano
Treasurer
Michael Price
Director
Colin Adams
Director
Matt Cantor
Director
   
Aegerion Pharmaceuticals Holdings, Inc.
 
Name
Position
Benjamin Harshbarger
President, Secretary and Director
John Castellano
Treasurer
 
Aegerion Securities Corporation
 
Name
Position
Barbara Chan
President and Director
Benjamin Harshbarger
Secretary
John Castellano
Treasurer
   
Aegerion Pharmaceuticals Ltd.
Aegerion International Ltd.
 
Name
Position
Conyers Corporate Services (Bermuda) Limited
Secretary
Barbara Chan
Director
Benjamin Harshbarger
Director
   
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Aegerion Pharmaceuticals Limited
 
Name
Position
Conyers Corporate Services (Bermuda) Limited
Secretary
Barbara Chan
Director
Benjamin Harshbarger
Director
   
Aegerion Pharmaceuticals SARL
 
Name
Position
Barbara Chan
Director
Benjamin Harshbarger
Director
Marc-Olivier Bertholet
Director
   
Aegerion Pharmaceuticals K.K.
 
Name
Position
Kazuo Serie
Representative Director
Benjamin Harshbarger
Director
Carolina Alarco
Director
   
Aegerion Pharmaceuticals, SAS
 
Name
Position
Barbara Chan
President and Managing Director
Benjamin Harshbarger
Managing Director
   
Aegerion Pharmaceuticals (Canada) Ltd.
 
Name
Position
Carolina Alarco
President and Director
Cristiane Ferreira
Secretary and Director
   
Aegerion Pharmaceuticals Spain, S.L.
 
Name
Position
Barbara Chan
Director
Benjamin Harshbarger
Director
   
Aegerion Pharmaceuticals GmbH
 
Name
Position
Benjamin Harshbarger
Managing Director
Barbara Chan
Chairman
   
Aegerion Brasil Comercio e Importacao de Medicamentos LTDA
 
Name
Position
Luiz Azevedo
Senior Manager
   
Aegerion Pharmaceuticals S.r.l.
 
Name
Position
Barbara Chan
Managing Director
Benjamin Harshbarger
Chairman
   
4
Amryt Pharma Holdings Limited
Amryt Pharma Limited
Amryt Pharmaceuticals DAC
Amryt Research Limited
Amryt Genetics Limited
Amryt Lipidology Limited
Amryt AG (previously Birken AG)
  
   
Name
Position
Harry Stratford
Non-executive Chairman
Joseph Wiley
Chief Executive Officer
Rory Nealon
Chief Financial Officer and Chief Operating Officer
James Culverwell
Non-executive Director
Ray Stafford
Non-executive Director
Markus Zeiner
Non-executive Director

As of the Effective Date, for all Applicants:
  
   
Name
Position
Joseph Wiley
Chief Executive Officer
Ray Stafford
Non-executive Director

5. Principal Owners of Voting Securities.

The Company

As of the date of filing, 100% of the issued share capital of and 100% of all voting power in the Company is owned by Novelion.  The mailing address of Novelion is 1800-510 West Georgia Street, Vancouver, B.C., Canada V6B 0M3. After the Effective Date, the Parent is expected to directly or indirectly own 100% of the issued share capital and 100% of all voting power of the Company. The mailing address of the Parent is c/o Amryt Pharma PLC, 90 Harcourt Street, Dublin 2, Ireland.

The Guarantors

As of the date of this filing 100% of the issued equity securities of each of the Guarantors that are subsidiaries of the Company are directly or indirectly owned by the Company.

As of the date of this filing 100% of the issued equity securities of each of the Guarantors that are subsidiaries of Amryt Pharma PLC are owned by Amryt Pharma PLC.

As of the Effective Date, the Parent is expected to directly or indirectly own 100% of the issued equity securities of each Guarantor.

Amryt Pharma PLC

As of the date of this filing, Software Stiftung AG holds 22.3% of the ordinary shares of Amryt Pharma PLC. After the Effective Date, the Parent is expected to own 100% of the ordinary shares of Amryt Pharma PLC directly.

Parent

After the Effective Date, Athyrium Capital Management, LP and Highbridge Capital Management, LLC are each expected to hold more than 10% of the ordinary shares of the Parent.

CAPITAL SECURITIES

7. Capitalization.

(a)          The following table sets forth certain information with respect to each authorized class of securities of the Applicants outstanding as of the date of the filing of this application.

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Applicant
  
Title of Equity Securities
  
Amount Authorized
  
Amount Outstanding
Aegerion Pharmaceuticals, Inc.
  
Common Stock, par value $0.01 per share
  
1,000 shares
  
1,000 shares
Aegerion Pharmaceuticals Holdings, Inc.
  
Common Stock, par value $0.01 per share
  
100 shares
  
100 shares
Aegerion Securities Corporation
  
Common Stock, par value $0.01 per share
  
1,000 shares
  
100 shares
Aegerion Pharmaceuticals Ltd.
  
Ordinary Shares, par value $1.00 per share
  
10,000 shares
  
10,000 shares
Aegerion Pharmaceuticals Limited
  
Ordinary Shares, par value £1.00 per share
  
3 shares
  
3 shares
Aegerion International Ltd.
  
Ordinary Shares, par value $1.00 per share
  
1,000 shares
  
1,000 shares
Aegerion Pharmaceuticals SARL
  
Ordinary Shares, par value 100 CHF per share
  
200 shares
  
200 shares
Aegerion Pharmaceuticals K.K.
  
Ordinary Shares, par value 10,000 JPY per share
  
1,000 shares
  
10 shares
Aegerion Pharmaceuticals, SAS
  
Ordinary Shares, par value €1.00 per share
  
30,000 shares
  
30,000 shares
Aegerion Pharmaceuticals (Canada) Ltd.
  
Common Shares, no par value
  
100 shares
  
100 shares
Aegerion Pharmaceuticals Spain, S.L.
  
Ordinary Shares, par value €1.00 per share
  
25,000 shares
  
25,000 shares
Aegerion Pharmaceuticals GmbH
  
Ordinary Shares, par value €1.00 per share
  
25,000 shares
  
25,000 shares
Aegerion Brasil Comercio e Importacao de Medicamentos LTDA
  
Ordinary Shares, par value 3 BRL per share
  
300 shares
  
300 shares
Aegerion Pharmaceuticals S.r.l.
  
Ordinary Shares, par value €1.00 per share
  
10,000 shares
  
10,000 shares
Amryt Pharma Holdings Limited
  
Ordinary Shares, par value £0.06 per share
  
Unlimited
  
1 share
Amryt Pharma Limited
  
Ordinary Shares, par value £0.06 per share
  
Unlimited
  
45,802,881 shares
Amryt Pharmaceuticals DAC
  
Ordinary Shares, par value €0.001 per share
  
10,000,000 shares
  
998,630 shares
B Ordinary Shares, par value €0.001 per share
  
100,000 shares
  
56,775 shares
Amryt Research Limited
  
Ordinary Shares, par value €1.00 per share
  
1,000,000 shares
  
100 shares
Amryt Genetics Limited
  
Ordinary Shares, par value €1.00 per share
  
1,000,000 shares
  
100 shares
Amryt Lipidology Limited   Ordinary Shares, par value €1.00 per share   1,000,000 shares   100 shares
Amryt AG (previously Birken AG)
  
Ordinary Shares, no par value
  
21,205,250 shares
  
21,205,250 shares

(b)          Each shareholder of the Amryt Entities and of the Aegerion Entities has one vote in respect of each share held by it.

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Certificate of Incorporation of Aegerion Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by Aegerion Pharmaceuticals, Inc. (File No. 001-34921) on November 29, 2016.
Certificate of Incorporation of Aegerion Pharmaceuticals Holdings, Inc.
Articles of Organization of Aegerion Securities Corporation
Certificate of Incorporation of Aegerion Pharmaceuticals Ltd.
Certificate of Incorporation of Aegerion Pharmaceuticals Limited
Certificate of Incorporation of Aegerion International Ltd.
The Articles of Association, filed under T3.B7, contains the equivalent of both the charter and the bylaws of Aegerion Pharmaceuticals SARL
Articles of Incorporation of Aegerion Pharmaceuticals K.K.
Main Registration Extract from the Trade and Society Register for Aegerion Pharmaceuticals, SAS
Certificate of Incorporation of Aegerion Pharmaceuticals (Canada) Ltd., Inc.
Constitution of Aegerion Pharmaceuticals Spain, S.L.
Commercial Register of Aegerion Pharmaceuticals GmbH
Social Contract of Aegerion Brasil Comercio e Importacao de Medicamentos Ltda
Business Register of Aegerion Pharmaceuticals S.r.l.
Certificate of Incorporation of a Private Limited Company of Amryt Pharma Holdings Limited, a company registered in England and Wales
Certificate of Incorporation of a Public Limited Company of Amryt Pharma Limited (previously known as Elm Partners PLC), a company registered in England and Wales
Certificate of Incorporation of Amryt Pharmaceuticals DAC, a company registered in Ireland
Certificate of Incorporation of Amryt Research Limited, a company registered in Ireland
Certificate of Incorporation of Amryt Genetics Limited, a company registered in Ireland
Exhibit T3.A20
Certificate of Incorporation of Amryt Lipidology Limited
Certificate of Incorporation of Amryt AG
Bylaws of Aegerion Pharmaceuticals, Inc.
Bylaws of Aegerion Pharmaceuticals Holdings, Inc.
Bylaws of Aegerion Securities Corporation
Bye-laws of Aegerion Pharmaceuticals Ltd.
Articles of Association of Aegerion Pharmaceuticals Limited
Bye-laws of Aegerion International Ltd.
Articles of Association of Aegerion Pharmaceuticals SARL
Bylaws of Aegerion Pharmaceuticals K.K.
Constitution of Aegerion Pharmaceuticals, SAS
Notice of Articles of Aegerion Pharmaceuticals (Canada) Ltd., Inc.
Bylaws of Aegerion Pharmaceuticals Spain, S.L.
Articles of Association of Aegerion Pharmaceuticals GmbH
Bylaws of Aegerion Brasil Comercio e Importacao de Medicamentos Ltda
Bylaws of Aegerion Pharmaceuticals S.r.l.
Articles of Association of Amryt Pharma Holdings Limited, a company registered in England and Wales
Articles of Association of Amryt Pharma Limited, a company registered in England and Wales
Constitution of Amryt Pharmaceuticals DAC, a company registered in Ireland
Constitution of Amryt Research Limited, a company registered in Ireland
Constitution of Amryt Genetics Limited, a company registered in Ireland
Exhibit T3.B20
Constitution of Amryt Lipidology Limited, a company registered in Ireland
Translated Articles of Amryt AG
Exhibit T3D.1
Not Applicable.
Exhibit T3E.1
First Amended Joint Chapter 11 Plan of Reorganization of Aegerion Pharmaceuticals, Inc., filed on July 9, 2019 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by Novelion Therapeutics Inc. (File No. 000-17082) on July 15, 2019).*
Amended Disclosure Statement relating to the Plan of Reorganization of Aegerion Pharmaceuticals, Inc., a Delaware corporation, filed on July 9, 2019 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by Novelion Therapeutics Inc. (File No. 000-17082) on July 15, 2019).*
Exhibit T3E.3
Order Approving the Disclosure Statement, dated July 11, 2019  (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by Novelion Therapeutics Inc. (File No. 000-17082) on July 15, 2019).*
Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included in Exhibit T3C.1 hereto).*
*Filed previously.
  

7
SIGNATURES
 
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the city of Cambridge and State of Massachusetts, on the 7th day of August, 2019:

 
AEGERION PHARMACEUTICALS HOLDINGS, INC.
     
 
By:
/s/ Benjamin Harshbarger
 
Name:
Benjamin Harshbarger
 
Title:
President & Secretary

Attest:
  
   
/s/ Barbara Chan
  
Name: 
Barbara Chan
  

8
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the city of Cambridge and State of Massachusetts, on the 7th day of August, 2019:

 
AEGERION PHARMACEUTICALS (CANADA) LTD., INC.
AEGERION PHARMACEUTICALS K.K.
     
 
By:
/s/ Carolina Alarco
 
Name: 
Carolina Alarco
 
Title:
Director

Attest:
  
   
/s/ Barbara Chan
  
Name: 
Barbara Chan
  

9
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the city of Sao Paolo and Country of Brazil, on the 7th day of August, 2019:

 
AEGERION BRASIL COMERCIO E IMPORTACAO DE MEDICAMENTOS LTDA
     
 
By:
/s/ Luiz Azevedo
 
Name: 
Luiz Azevedo
 
Title:
General Manager

Attest:
  
   
/s/ Edes Balhes
  
Name: 
Edes Balhes
  

10
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the city of Cambridge and State of Massachusetts, on the 7th day of August, 2019:

 
AEGERION PHARMACEUTICALS, INC.
AEGERION SECURITIES CORPORATION
AEGERION PHARMACEUTICALS LIMITED
AEGERION PHARMACEUTICALS LTD.
AEGERION PHARMACEUTICALS SARL
AEGERION PHARMACEUTICALS, SAS
AEGERION INTERNATIONAL LTD.
AEGERION PHARMACEUTICALS SPAIN, S.L.
AEGERION PHARMACEUTICALS GMBH
AEGERION PHARMACEUTICALS S.R.L.
     
 
By:
/s/ Barbara Chan
 
Name: 
Barbara Chan
 
Title:
Director

Attest:
  
   
/s/ Benjamin Harshbarger
  
Name: 
Benjamin Harshbarger
  

11
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants below have duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the city of London, United Kingdom, on the 7th day of August, 2019:

 
AMRYT PHARMA LIMITED
AMRYT PHARMA HOLDINGS LIMITED
AMRYT PHARMACEUTICALS DAC
AMRYT RESEARCH LIMITED
AMRYT GENETICS LIMITED
AMRYT LIPIDOLOGY LIMITED
AMRYT AG
     
 
By:
/s/ Rory Nealon
 
Name: 
Rory Nealon
 
Title:
Director

Attest:
  
   
/s/ John McEvoy
  
Name: 
John McEvoy
  
Title:
General Counsel
  


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