AEGR Aegerion Pharmaceuticals, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM T-3

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FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

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Aegerion Pharmaceuticals, Inc.

 

and the Guarantors named herein

(Name of Applicant)

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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

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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.

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.

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EXPLANATORY NOTE

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.”

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, 18 ^th 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.

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.

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

Exhibit T3.A1	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.
Exhibit T3.A2	Certificate of Incorporation of Aegerion Pharmaceuticals Holdings, Inc.
Exhibit T3.A3	Articles of Organization of Aegerion Securities Corporation
Exhibit T3.A4	Certificate of Incorporation of Aegerion Pharmaceuticals Ltd.
Exhibit T3.A5	Certificate of Incorporation of Aegerion Pharmaceuticals Limited
Exhibit T3.A6	Certificate of Incorporation of Aegerion International Ltd.
Exhibit T3.A7	The Articles of Association, filed under T3.B7, contains the equivalent of both the charter and the bylaws of Aegerion Pharmaceuticals SARL
Exhibit T3.A8	Articles of Incorporation of Aegerion Pharmaceuticals K.K.
Exhibit T3.A9	Main Registration Extract from the Trade and Society Register for Aegerion Pharmaceuticals, SAS
Exhibit T3.A10	Certificate of Incorporation of Aegerion Pharmaceuticals (Canada) Ltd., Inc.
Exhibit T3.A11	Constitution of Aegerion Pharmaceuticals Spain, S.L.
Exhibit T3.A12	Commercial Register of Aegerion Pharmaceuticals GmbH
Exhibit T3.A13	Social Contract of Aegerion Brasil Comercio e Importacao de Medicamentos Ltda
Exhibit T3.A14	Business Register of Aegerion Pharmaceuticals S.r.l.
Exhibit T3.A15	Certificate of Incorporation of a Private Limited Company of Amryt Pharma Holdings Limited, a company registered in England and Wales
Exhibit T3.A16	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
Exhibit T3.A17	Certificate of Incorporation of Amryt Pharmaceuticals DAC, a company registered in Ireland
Exhibit T3.A18	Certificate of Incorporation of Amryt Research Limited, a company registered in Ireland
Exhibit T3.A19	Certificate of Incorporation of Amryt Genetics Limited, a company registered in Ireland
Exhibit T3.A20	Certificate of Incorporation of Amryt Lipidology Limited
Exhibit T3.A21	Certificate of Incorporation of Amryt AG
Exhibit T3.B1	Bylaws of Aegerion Pharmaceuticals, Inc.
Exhibit T3.B2	Bylaws of Aegerion Pharmaceuticals Holdings, Inc.
Exhibit T3.B3	Bylaws of Aegerion Securities Corporation
Exhibit T3.B4	Bye-laws of Aegerion Pharmaceuticals Ltd.
Exhibit T3.B5	Articles of Association of Aegerion Pharmaceuticals Limited
Exhibit T3.B6	Bye-laws of Aegerion International Ltd.
Exhibit T3.B7	Articles of Association of Aegerion Pharmaceuticals SARL
Exhibit T3.B8	Bylaws of Aegerion Pharmaceuticals K.K.
Exhibit T3.B9	Constitution of Aegerion Pharmaceuticals, SAS
Exhibit T3.B10	Notice of Articles of Aegerion Pharmaceuticals (Canada) Ltd., Inc.
Exhibit T3.B11	Bylaws of Aegerion Pharmaceuticals Spain, S.L.
Exhibit T3.B12	Articles of Association of Aegerion Pharmaceuticals GmbH
Exhibit T3.B13	Bylaws of Aegerion Brasil Comercio e Importacao de Medicamentos Ltda
Exhibit T3.B14	Bylaws of Aegerion Pharmaceuticals S.r.l.
Exhibit T3.B15	Articles of Association of Amryt Pharma Holdings Limited, a company registered in England and Wales
Exhibit T3.B16	Articles of Association of Amryt Pharma Limited, a company registered in England and Wales
Exhibit T3.B17	Constitution of Amryt Pharmaceuticals DAC, a company registered in Ireland
Exhibit T3.B18	Constitution of Amryt Research Limited, a company registered in Ireland
Exhibit T3.B19	Constitution of Amryt Genetics Limited, a company registered in Ireland
Exhibit T3.B20	Constitution of Amryt Lipidology Limited, a company registered in Ireland
Exhibit T3.B21	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).*
Exhibit T3E.2	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).*
Exhibit T3F.1	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.

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:

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:

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:

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:

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:

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