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MoFo Advises Perceptive Advisors On Royalty and Term Loan Financing to scPharmaceuticals

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A multidisciplinary team from MoFo represented leading life-sciences focused investor Perceptive Advisors on its growth...

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A multidisciplinary team from MoFo represented leading life-sciences focused investor Perceptive Advisors on its growth financings provided to scPharmaceuticals Inc. (NASDAQ: SCPH) consisting of a senior secured term loan and a royalty investment together totaling up to $125 million. scPharmaceuticals is a pharmaceutical company focused on developing and commercializing products that are designed to reduce healthcare costs and improve health outcomes and whose lead program focuses on the subcutaneous, self-administration of IV-strength treatment in heart failure.The MoFo team advising Perceptive was led by New York finance senior of counsel Mark Wojciechowski and New York finance associates Jeff Xu, Will Winsett and Liam McKillop, with support from San Francisco patent partner Anita Choi.

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Mark Wojciechowski is Senior Of Counsel in the Finance Group of Morrison Foerster’s New York office.Mark focuses on leveraged and acquisition finance, middle market and asset based finance, mergers and acquisitions and hybrid transactions involving structured debt and equity investments. His clients include major foreign and domestic commercial banks and investment banks, as well as private credit debt funds and public and private corporations. Mark routinely advises these clients on both transactional and regulatory matters.Prior to joining Morrison Foerster, Mark was a partner at another large law firm in New York, where he served as head of the firm’s North American Leveraged Finance Group. Before that, he led a global leveraged finance practice and served on an executive committee.<h4>Representative Experience</h4><h5>Bank Finance Transactions</h5><ul><li>Joint lead arrangers and joint book running managers in connection with the $3.10 billion financing for the acquisition of an American truckload motor shipping carrier, which included a $2.17 billion senior bank facility and a $835 million high-yield bond placement.</li><li>Morgan Stanley and Bank of America as Joint Lead Arrangers in connection with the $2.6 billion financing for the acquisition of Ameripath Corporation by Quest Diagnostics Inc., which included a $1.6 billion senior bank facility and a $1 billion bridge financing.</li><li>Credit Suisse as Lead Arranger in connection with the $120 million acquisition financing for Crestview Capital’s acquisition of Munder Capital Management from Comerica Bank.</li><li>Citibank and Merrill Lynch as Joint Lead Arrangers in connection with the US$4.4 billion bank and bridge financings for the leveraged recapitalization of Tribune Company.</li><li>Morgan Stanley as Lead Arranger in connection with the $1.355 billion first lien, second lien, and ABL financing for Talecris Biotherapeutics Holdings Corp. and its subsidiaries, Talecris Biotherapeutics, Inc. Precision Pharma Services, Inc., and Talecris Plasma Resources, Inc.</li><li>Morgan Stanley and Merrill Lynch as Joint Lead Arrangers in the $2.4 billion first lien, second lien and bridge financings for the leveraged spin-off of Hanesbrands, Inc. from Sara Lee Corporation.</li></ul><h5>Corporate Transactions</h5><ul><li>Balfour Beatty plc on the $626 million acquisition of Parsons Brinckerhoff Inc., a U.S.‑based provider of construction management services.</li><li>Balfour Beatty on its $350 million acquisition of the Military Housing Business of GMH.</li><li>Certain individual manager/investors in the acquisition of a minority equity interest in an ultra‑high net worth money management firm.</li><li>ClientLogic Corporation (a portfolio company of Onex Corporation) in connection with its $760 million acquisition of Sitel Corporation.</li><li>D.E. Shaw & Co. as sponsor in connection with the leveraged buyout of Aspen Marketing Holdings, Inc., including the $105 million senior acquisition financing provided by CIBC and the $25 million mezzanine financing provided by an affiliate of Blackstone.</li><li>Balfour Beatty plc and its U.S. subsidiaries on the $40 million acquisition of Dooley Construction Limited Partnership, a Charlotte, North Carolina-based construction management company.</li><li>Heery International, Balfour Beatty’s U.S. professional and technical services arm, on its acquisition of Douglas E Barnhart Inc. for a cash consideration of $116 million.</li></ul>

Mark Wojciechowski

Senior Of Counsel

Jeff Xu is a partner in the Firm’s Finance Group. He advises financial institutions, private credit funds, and public and private companies on a broad range of financing transactions, including secured and unsecured credit facilities, syndicated loans, acquisition financings, subscription line facilities, asset-based lending (ABL), trade and inventory finance, and other complex lending arrangements. Jeff has particular experience in private credit transactions and regularly counsels clients on structuring and negotiating bespoke financing solutions.In addition to his transactional practice, Jeff is committed to pro bono service, with a focus on assisting elderly and low-income New Yorkers with essential life planning documents. He currently serves on the board of Volunteers of Legal Service (VOLS), a nonprofit organization dedicated to increasing pro bono legal services in New York City’s underserved communities.Jeff graduated magna cum laude from Fordham University School of Law, where he was elected to the Order of the Coif.

Jeff Xu

Partner

Will Winsett is an associate in the firm’s Finance Group in the New York office.He represents lenders and borrowers in a wide variety of secured and unsecured financing transactions, including domestic and cross-border transactions, acquisition and leveraged financings, project financings and asset-based financings.Prior to joining Morrison & Foerster, Will was an associate in the leveraged finance department of another large New York law firm. His pro bono practice includes assisting low income New Yorkers with legal name and gender marker changes.

Will Winsett

Associate

Anita Choi has decades of experience providing strategic advice to companies and investors in the <a href="/capabilities/life-sciences-healthcare" target="_self" dir="ltr">Life Sciences</a> and <a href="/capabilities/food-agriculture" target="_self">Food + Agriculture</a> industries. She has helped start-up companies build IP portfolios around their core technologies, and counseled them on issues related to patents versus trade secrets. She has worked with larger, more established companies to manage global patent portfolios in a way that integrates IP with their business models. Combining her legal and business expertise enables her to navigate complex challenges that require complex solutions hence why she is so often called upon by clients to help with assessing, building and strengthening patent portfolios.  She has also counseled investors in IP due diligence, identifying critical issues that may affect valuation and risk assessment in deals.Anita is part of the <a href="/life-sciences-healthcare-leadership" target="_self">Life Sciences + Healthcare Leadership Team</a>, as well as the Food + Agriculture Leadership Team within the firm. She co-leads the firm’s Chemistry Subgroup within the patent practice, which covers both the Pharmaceuticals and Materials sector within the chemistry space. She also co-leads the firm’s Food + Agriculture patent practice. Anita’s clients praise her ability to quickly gain a deep understanding of their technology and business, which allows her to think critically, creatively and practically in patent portfolio management.Anita is recognized as a key lawyer by The Legal 500 US for patent prosecution. She received her J.D. from the University of Pennsylvania Law School where she graduated magna cum laude with a degree in Chemistry and was named to the Order of the Coif. During law school, Anita also completed her M.B.A. at the Wharton School of Business.Anita is co-editor of our <a href="https://lifesciences.mofo.com/" target="_blank" dir="ltr">MoFo Life Sciences Blog</a>.Life SciencesAnita gained a solid technical background across disciplines during her time studying at the California Institute of Technology (CalTech), where she received her Bachelor of Science with honors. She spent several years working at Pfizer, developing small molecule compounds for use in oncology therapies. She has performed research at CalTech involving unnatural amino acids, and at MIT involving fluorescent zinc sensors, both for use in developing neuroscience applications.Anita has counseled clients in a wide variety of life science technologies, including small-molecule pharmaceuticals, cannabinoids, nutraceuticals, pharmaceutical and cosmetic uses, pharmaceutical formulations, medical devices, diagnostics, and digital health.Food and AgTechAnita has advised businesses in developing IP strategies for soil and crop technologies, sustainable farming, alternative protein sources, fermentation technologies, extraction technologies, new categories of food and beverage products, and food packaging.The breadth of technologies that Anita works with also enables her to provide IP advice at the intersection of multiple technical disciplines. For example, Anita’s practice is also well positioned at the convergence of data analytics in the Life Sciences and Agriculture industries.ChemistryAnita also has technical expertise in chemistry outside of Life Sciences, such as in the Materials space, including Cleantech. She has developed IP strategies for biobased materials, polymer chemistry, composite materials, catalyst-based technologies, industrial processing, batteries, and carbon capture technologies.IP Due DiligenceAnita is skillful with investor-side and company-side patent due diligence. She supports many of the firm’s corporate deals, advising on ownership and patent portfolio risks and conducting patentability and freedom-to-operate assessments. She also supports her own clients undergoing IP due diligence by investors.IP Litigation SupportAnita also works closely with the IP Litigation Group to formulate strategies for infringement contentions, validity/invalidity contentions, and claim construction positions. She actively supports the patent litigators in pre-litigation diligence matters to evaluate the strength of patents and patent portfolios.Pro BonoAnita has an active pro bono practice and has been awarded the State Bar of California's Wiley W. Manuel Award for Pro Bono Legal Services for many consecutive years. She regularly represents families seeking legal guardianship. She also assists numerous non-profit organizations in developing and securing patent protection for their core technologies.

Anita Choi

Lending + Financial Transactions