(6)

Debt

Long term debt—December 2012 Financing

On December 6, 2012, the Company entered into an agreement with BioPharma. Under this agreement, the Company granted to BioPharma a security interest in future receivables associated with the Vascepa patent rights in exchange for $100.0 million received at the closing of the agreement, which closing occurred in December 2012. The Company has agreed to repay BioPharma up to $150 million of future revenue and receivables. The first scheduled repayment under the agreement is a repayment of $2.5 million of interest due to be paid to BioPharma in November 2013 for the fiscal quarter ended September 30, 2013, subject to the limitation described below. Additional quarterly repayments are scheduled to be paid thereafter in accordance with the following schedule: $2.5 million of interest in the first quarter of 2014; $8.0 million per quarter in each of the next four quarters, $10.0 million per quarter in each of the next four quarters, $15.0 million per quarter in each of the next four quarters and a final payment of $13.0 million scheduled for payment in May 2017. The quarterly repayments through the third quarter of September 2014 represent interest only. Quarterly payments do not begin to reduce the principal balance until the fourth quarter of 2014. These quarterly payments are subject to a quarterly threshold amount whereby, if a calculated threshold, based on quarterly Vascepa revenues, is not achieved, the quarterly payment payable in that quarter can at the Company’s election be reduced, with the reduction carried forward without interest for payment in a future period. The payment of any carried forward amount is subject to similarly calculated threshold repayment amounts based on Vascepa revenue levels. Except upon a change of control in Amarin, the agreement does not expire until $150 million has been repaid. Under the agreement, upon a change of control, the Company would be required to pay $140 million, less any previously repaid amount, if the change of control occurs on or before December 31, 2013, or required to repay $150 million, less any previously repaid amount, if the change of control event occurs after December 31, 2013. The Company can prepay after October 1, 2013, an amount equal to $150 million less any previously repaid amount.

The Company determined the redemption feature upon a change of control to be an embedded derivative requiring bifurcation. The fair value of the embedded derivative was calculated by determining the fair value of the debt with the change in control provision included and also without the change in control provision. The difference between the two fair values of the debt was determined to be the fair value of the embedded derivative, and upon closing, the Company recorded a derivative liability of $14.6 million as a reduction to the note payable. The fair value of this derivative liability is remeasured at each reporting period, with changes in fair value recognized in the statement of operations. The fair value of the derivative liability at September 30, 2013 was $7.2 million and the Company recognized a gain on change in fair value of derivative liability of $1.4 million and $7.4 million for the three and nine month periods ended September 30, 2013, respectively. For the nine months ended September 30, 2013, the Company recorded $9.7 million and $2.2 million of cash and non-cash interest expense, respectively related to the BioPharma debt. For the three months ended September 30, 2013, the Company recorded $2.7 million and $0.6 million of cash and non-cash interest expense, respectively related to the BioPharma debt. The Company will periodically evaluate the remaining term of the agreement and the effective interest will be recalculated each period based on the Company’s most current estimate of repayment.

The Company currently estimates that its Vascepa revenue levels will not be high enough in each quarter to support repayment to BioPharma in accordance with threshold amounts in the repayment schedule. For the three months ended September 30, 2013, revenues were below the contractual threshold amount such that a cash payment of $0.8 million is due in November 2013 reflecting the calculated optional reduction amount as opposed to the contractual threshold payment of $2.5 million. In accordance with the agreement with BioPharma, quarterly differences between the calculated optional reduction amounts and the repayment schedule amounts are rescheduled for payment beginning in the second quarter of 2017. Any such deferred repayments will remain subject to continued application of the quarterly ceiling in amounts due established by the calculated threshold based on quarterly Vascepa revenues. Additionally, the revised assumptions yielded a decrease in the calculated effective interest rate resulting in a decrease in interest expense during the three months ended September 30, 2013 as compared to the three months ended June 30, 2013 and March 31, 2013.

Exchangeable Senior Notes

In January 2012, the Company issued $150.0 million in principal amount of 3.5% exchangeable senior notes due 2032, or the Senior Notes. The Senior Notes were issued by Corsicanto Limited, an Irish limited company acquired by Amarin in January 2012. Corsicanto Limited is a wholly-owned subsidiary of Amarin. The general, unsecured, senior obligations are fully and unconditionally guaranteed by Amarin but not by any of the Company’s subsidiaries. Corsicanto Limited has no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Senior Notes. There are no significant restrictions on the ability of Amarin to obtain funds from Corsicanto Limited in the form of cash dividends, loans, or advances. Net proceeds to the Company, after payment of underwriting fees and expenses, were approximately $144.3 million.

The Senior Notes have a stated interest rate of 3.5% per year, payable semiannually in arrears on January 15 and July 15 of each year beginning on July 15, 2012, and ending upon the Senior Notes’ maturity on January 15, 2032. The Senior Notes are subject to repurchase by the Company at the option of the holders on each of January 19, 2017, January 19, 2022, and January 19, 2027, at a price equal to 100% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. The Senior Notes are exchangeable under certain circumstances into cash, ADSs, or a combination of cash and ADSs, at the Company’s election, with an initial exchange rate of 113.4752 ADSs per $1,000 principal amount of Senior Notes. It is the Company’s current intention to settle these obligations in cash. If the Company elected physical settlement, the Senior Notes would initially be exchangeable into 17,021,280 ADSs. Based on the closing price of the Company’s stock at September 30, 2013, the principal amount of the Senior Notes would exceed the value of the shares if converted on that date by $42.4 million.

Additional covenants include: (i) limitations on future indebtedness under certain circumstances, (ii) the timely filing of documents and reports pursuant to Section 13 or 15(d) of the Exchange Act with both the SEC and the Trustee, and (iii) maintaining the tradability of the Senior Notes. The Company is required to use commercially reasonable efforts to procure and maintain the listing of the Senior Notes on the Global Exchange Market operated under the supervision of the Irish Stock Exchange (or other recognized stock exchange as defined in the Note Indenture) prior to July 15, 2012. If the Senior Notes are not freely tradable, as a result of restrictions pursuant to U.S. securities law or the terms of the Indenture or the Senior Notes, the Company shall pay additional interest on the Senior Notes at the rate of 0.50% per annum of the principal amount of Senior Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or for which the Senior Notes are not freely tradable.

The Company may not redeem the Senior Notes prior to January 19, 2017, other than in connection with certain changes in the tax law of a relevant taxing jurisdiction that results in additional amounts becoming due with respect to payments and/or deliveries on the Senior Notes. On or after January 19, 2017 and prior to the maturity date, the Company may redeem for cash all or part of the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. There is no prepayment penalty or sinking fund provided for the Senior Notes. If the Company undergoes a fundamental change, holders may require the Company to repurchase for cash all or part of their Senior Notes at a repurchase price equal to 100% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Senior Notes are the Company’s senior unsecured obligations and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Senior Notes and equal in right of payment to the Company’s future unsecured indebtedness that is not so subordinated. The Senior Notes are effectively junior in right of payment to future secured indebtedness to the extent of the value of the assets securing such indebtedness.

The Senior Notes are exchangeable under certain circumstances. The Company calculated the fair value of the liability component of the Senior Notes to be $126.2 million, and the excess of the principal amount of the debt over the liability component of $23.8 million was allocated to the conversion option resulting in a discount on the debt. The discount created from allocating proceeds to the conversion option is being amortized to interest expense using the effective interest method over the Senior Notes’ estimated remaining life, which was calculated to be a period of twenty-four months. The effective interest rate of the Senior Notes is 14.5%. As of September 30, 2013, the unamortized discount created from the allocation of the proceeds to the conversion option was $3.9 million. The conversion option will not be subsequently remeasured as long as it continues to meet the criteria for equity classification.

The Company also recorded a debt discount to reflect the value of the underwriters’ discounts and offering costs. A portion of the debt discount from underwriter’s discounts and offering costs was allocated to the equity and liability components of the Notes in proportion to the proceeds allocated to each component. The portion of the debt discount from underwriters’ discounts and offering costs allocated to the liability component is being amortized as interest expense over the estimated remaining life of the Senior Notes of twenty-four months. As of September 30, 2013, the unamortized debt discount was $0.8 million and was recorded as a direct reduction of the related debt on the balance sheet. The carrying value of the Notes, net of the unamortized discount, was $145.3 million. During the three months ended September 30, 2013, the Company recognized interest expense of $5.2 million related to the Notes, of which $3.2 million represents amortization of the debt discount created upon allocation of proceeds to the conversion option, $1.3 million represents contractual coupon interest, and $0.7 million represents the amortization of the discount from the underwriter’s discounts and offering costs. During the nine months ended September 30, 2013, the Company recognized interest expense of $15.0 million related to the Notes, of which $9.2 million represents amortization of the debt discount created upon allocation of proceeds to the conversion option, $3.9 million represents contractual coupon interest, and $1.9 million represents the amortization of the discount from the underwriter’s discounts and offering costs. At September 30, 2013, the Company had accrued interest of $1.1 million.

In January and July 2013, the interest payments due of $2.6 million were paid as scheduled.