Stellan Partners advised Idorsia Ltd on the restructuring of its existing financial indebtedness comprising its outstanding convertible bonds in a total amount of CHF 800 m and the raising of CHF 150 m through a new money facility
Our Banking, Finance and Capital Markets team, consisting of Cédric Raffoul (partner), Jean-Baptiste Joannard-Lardant (counsel) and Elsa Becker (paralegal) and our Corporate, M&A and Restructuring team, consisting of Jean-Yves Lhommel (partner), Maxime Gilot (counsel), Jean Valat (senior associate) and Amélie Geffray (associate), jointly advised the Idorsia group, a Swiss pharmaceutical research group of companies with strong scientific foundation, particularly known for its innovative approaches to drug discovery (mainly QUVIVIQ™ (daridorexant)), in connection with the restructuring of certain organisational matters and existing financial indebtedness which was completed on 26 August 2025.
The restructuring consisted of the following main steps (together, the “Restructuring”):
(i) a short-term extension of the maturity date of Idorsia’s CHF 200,000,000 0.75% senior unsecured convertible bonds due 2025 issued by Idorsia Ltd (ISIN CH0426820350) (the “2025 Notes”) in order to provide a runway to implement the Restructuring;
(ii) the incorporation of several Luxembourg companies (Idorsia Luxembourg Holding SARL, Idorsia Luxembourg SARL, Idorsia Investments SARL and Idorsia Luxembourg SPV SARL);
(iii) the organisation of the corporate governance of Idorsia Investments SARL, which has become the entity holding certain IP rights (the “IP Rights”) following the Merger (as defined below), dealing amongst others with questions of control and management between Idorsia and the representatives of the noteholders;
(iv) the acquisition by Idorsia Luxembourg SPV SARL, acting through its Swiss branch, of the IP Rights from Idorsia Pharmaceuticals Ltd in exchange for (i) a note in an amount equal to the PIYC Notes (as defined below) and (ii) a call option over the shares in Idorsia Investments SARL and the IP Rights; (v) certain amendments to the terms and conditions of (a) the 2025 Notes and (b) the CHF 600,000,000 2.125% senior unsecured convertible bonds due 2028 issued by Idorsia Ltd (ISIN CH1128004079) to, among other things, reduce interest payable in respect of these existing notes and extend the maturities of such existing notes;
(vi) launch of a voluntary exchange offer to permit the existing noteholders to (i) participate in the New Money Financing (as described below) pro rata to their holdings of the existing notes and (ii) opt-in to exchange their existing notes into new pay-if-you-can bonds to be issued by Idorsia Investments SARL (the “PIYC Notes”);
(vii) a CHF 157,894,736,84 term loan facility being provided by certain existing noteholders to Idorsia Investments SARL to be on-lent to Idorsia Pharmaceuticals Ltd, the commitments thereunder being allocated amongst the existing noteholders and certain of their nominated affiliates or related funds (the “New Money Financing”); and
(viii) the domestic merger of Idorsia Luxembourg SPV SARL into Idorsia Investments SARL with effect on 1st September 2025 (the “Merger”).
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.