DLA Piper advised Cantor Fitzgerald & Co. on Gossamer Bio, Inc.’s exchange offer and consent solicitation. Cantor Fitzgerald served as the exclusive capital markets and financial advisor, sole solicitation agent and sole dealer manager for the transaction.
Gossamer Bio, a biopharmaceutical company developing treatments for pulmonary hypertension, offered eligible noteholders the opportunity to exchange any and all of their 5.00 percent convertible senior notes due 2027 for a pro rata portion of (i) up to US$72 million in aggregate principal amount of its new 7.50 percent convertible senior secured first lien notes due 2030, (ii) up to 317,647,058 shares of its common stock or, in lieu of issuing shares of common stock to the extent such shares would cause any eligible holder to beneficially own greater than 9.99 percent of the outstanding common stock, prefunded warrants to purchase shares of common stock, and (iii) with respect to eligible holders who tendered prior to the early tender date, warrants to purchase shares of common stock.
Approximately US$181 million in aggregate principal amount of existing convertible notes was validly tendered in the exchange offer and not validly withdrawn, and related consents to certain proposed amendments to the indenture governing the existing notes were validly delivered and not validly withdrawn.
The DLA Piper deal team included Partners Stephen Alicanti, Christopher Paci, Justin Michael (all New York), John Wei (Boston), Kristi Kung (Washington, DC), and Chris Mikson (Philadelphia/Washington, DC), Of Counsel Priya Narahari (Philadelphia), and Associates Aisha Khan, Conor Kelly, Kayla Epstein, Priyal Thakral (all New York), and Christine Lentz (San Diego).
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