NVLN Novelion Therapeutics Inc

holders of the existing Convertible Notes and in complete satisfaction of the Company’s  approximately $36 million claims on account of the Intercompany Loan;

·                   Pre-Restructuring Transaction shareholders of the Plan Investor owning 38.6% of the outstanding ordinary equity of the Plan Investor, after giving effect to the Restructuring Transactions but before giving effect to the equity underlying the New Convertible Notes, the Deal Equity Raise, and any equity issued on account of the CVRs and under any management equity compensation plan adopted by the Plan Investor;

·                   The equity interests of Aegerion held by the Company being terminated;

·                   Aegerion issuing $125 million of new 5% convertible notes (the “New Convertible Notes”).  The New Convertible Notes will be issued to certain existing creditors of Aegerion in satisfaction of their claims (and not for cash), including in satisfaction of a portion of the existing Convertible Notes, the approximately $22 million of “Roll Up Debt” under the Bridge Loan, and any amounts drawn down under Aegerion’s DIP Financing (defined below) that are not otherwise satisfied in cash at the closing of the Restructuring Transactions;

·                   Aegerion’s existing Bridge Loan in the original principal amount of $50 million, held by certain funds managed by and Athyrium Capital Management, LP (“Athyrium”) and Highbridge Capital Management, LLC (“Highbridge”), as well as the Plan Investor’s existing approximately € 20 million (in principal) of secured debt, will be converted into new first-lien secured debt of Aegerion and the Plan Investor, which will have a cash interest rate of 6.5% per annum and an additional 6.5% PIK (Paid in Kind) and mature five years from the closing date of the Restructuring Transactions;

·                   The Plan Investor shareholders prior to the consummation of the Restructuring Transactions will receive a contingent value right (CVR) entitling them to receipt of proceeds of up to $85 million upon the occurrence of certain milestones related to the regulatory approval and commercialization of AP101, its late-stage development product candidate, with such payments to be made in loan notes or ordinary shares, at the election of its board;

·                   In connection with the closing of the Restructuring Transactions, the Plan Investor plans to raise $60 million through the issuance of new equity of the Plan Investor (the “Deal Equity Raise”). The proceeds from the Deal Equity Raise will be used as provided in the Plan to pay certain expenses and for general corporate purposes.  The new equity will be priced at a 20 percent discount to the Plan Investor’s implied valuation pro forma to the Restructuring Transaction with  $18 million of the new equity offered to certain Plan Investor shareholders and $42 million to certain creditors of Aegerion on a pro rata basis, including Novelion.  Certain of Aegerion’s bondholders, including Athyrium, Highbridge, UBS and Whitebox, have agreed to purchase any unsubscribed portion of the new equity;

·                   Aegerion intends to, and the Plan provides that Aegerion will, continue to fully honor all obligations to the U.S. Department of Justice, the U.S. Securities and Exchange Commission and other U.S. and state government agencies and courts, which obligations will not be impaired by the Restructuring Transactions;

·                   Aegerion intends to continue to pay all trade and other ordinary operating expenses that arise during the course of the Chapter 11 Cases and, upon consummation of the Restructuring Transactions, repay 100% of the trade claims;

·                   Under the terms of the Plan Funding Agreement, following the approval by the Court of certain provisions of the Plan Funding Agreement, Aegerion and its advisors will have a 55 day period to solicit alternative transactions that are superior, from a financial point of view, to the Restructuring Transactions.  Subject to the limitations of the Plan Funding Agreement¸ Aegerion is also entitled to respond to unsolicited proposals if Aegerion determines that

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such proposals are reasonably likely to result in a superior transaction.  Aegerion is entitled to terminate the Plan Funding Agreement in order to enter into a superior transaction, provided that it reimburses the Plan Investor for costs and expenses incurred in connection with the Restructuring Transactions (with a cap of $4,000,000) at the time of termination, and pays a termination fee of $11,850,000 upon the consummation of the superior transaction.  Approximately 34.3% of the Plan Investor’s existing shareholders have committed to supporting the Restructuring Transactions through written undertakings.

The Restructuring Support Agreement and the Plan Funding Agreement commit each of the RSA Parties to, among other things, and subject to certain conditions: (a) support and take all reasonably necessary and appropriate actions to obtain approval by the Court of the Plan and to effectuate the Restructuring Transactions, including voting in favor thereof, and (b) take no action that is inconsistent or is likely to interfere with the Restructuring Transactions.

The consummation of the Restructuring Transactions is subject to a number of conditions, including: approval of the Restructuring Transactions by the shareholders of the Plan Investor; approval of the independent shareholders of the Plan Investor in connection with the whitewash waiver granted by the UK Panel on Takeovers and Mergers; confirmation of the Plan by the Court; re-admission of the Plan Investor’s ordinary shares for trading on the AIM market of the London Stock Exchange plc; and other customary closing conditions.

Debtor-In-Possession Financing

The Debtors expect to enter into a $20 million super-priority debtor-in-possession multi-draw term loan facility (the “DIP Financing”) with Athryium and Highbridge on terms and conditions set forth in the DIP credit agreement and proposed DIP order filed with the Court. Upon approval by the Court and the satisfaction of the conditions set forth in the DIP credit agreement, the DIP Financing will provide the Debtors with liquidity that will be used to support the Restructuring Transactions.  Any portion of the DIP Financing that is drawn and not repaid in cash upon the closing of the Restructuring Transactions will be converted into a portion of the $125 million of New Convertible Notes discussed above. The Debtors have also negotiated with their existing secured lenders the terms of consensual use of cash collateral during the pendency of the Chapter 11 Cases.

Amended Shared Services Agreements

The Debtors entered into shared services agreements with the Company and Novelion Services USA, Inc., a subsidiary of the Company, dated as of December 1, 2016, but effective as of November 29, 2016 (the “Shared Services Agreements”), pursuant to which the Debtors provide to the Company and the Company provides to the Debtors, certain services, including, but not limited to administrative support, human resources, information technology support, accounting, finance, and legal services.

In connection with the execution of the Restructuring Support Agreement and to facilitate the Restructuring Transactions, the Debtors and the Company negotiated and executed an amendment to the Shared Services Agreements (together, the “Amended Shared Services Agreements”), which modified the Shared Services Agreements to provide, among other things, for Aegerion to make certain cash payments to the Company on account of certain services Novelion provided or will provide to Aegerion.  Pursuant to the Amended Shared Services Agreement, Aegerion has made a payment to Novelion of approximately $3.1 million and has committed to make additional cash payments of up to approximately $2 million. The Amended Shared Services Agreements provide Novelion with greater and more certain recoveries from Aegerion for the critical shared services Novelion provides.

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The foregoing description is only a summary of the Restructuring Support Agreement, the Plan Funding Agreement and the Amended Shared Services Agreements, and is qualified in its entirety by reference to the full text of the Restructuring Support Agreement, the Plan Funding Agreement and the Amended Shares Services Agreements, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and which are incorporated by reference herein. The information in this Form 8-K is not intended to be, and should not in any way be construed as, a solicitation of votes for the Restructuring Transaction and the Plan, nor should the information contained herein or in the Restructuring Support Agreement be relied on for any purpose with respect to the Plan.

Restructuring Transactions, potential adverse effects of the Chapter 11 Cases; the Debtors ability to obtain timely approval by the Court with respect to motions filed in the Chapter 11 Cases; objections to the Restructuring Transactions, DIP Financing or other pleadings filed that could protract the Chapter 11 Cases; the effects of the Bankruptcy Petitions on Novelion and on the interest of various constituents, including holders of Novelion’s common stock; the Court’s ruling in the Chapter 11 Cases; risks associated with third party motions in the Chapter 11 Cases; the failure to achieve the projections and forecasts contemplated by the parties, including those set forth in the Confidential Information; and increased administrative  and legal costs related to the Chapter 11 process and other litigation and inherent risks involved in a bankruptcy process, as well as those risks identified in Novelion’s filings with the SEC, including under the heading “Risk Factors” in Novelion’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 15, 2019, as amended, and subsequent filings with the SEC, available on the SEC’s website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect Novelion’s results of operations and cash flows, which would, in turn, have a significant and adverse impact on Novelion’s stock price. Novelion cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, Novelion undertakes no obligation to update or revise the information contained in this report, Exhibit 99.1 or Exhibit 99.2, whether as a result of new information, future events or circumstances or otherwise.

Investors are cautioned that the interests of the Aegerion and its stakeholders may not always be aligned with those of Novelion or its shareholders.