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MoFo Advises Perceptive Advisors on New Debt and Private Placement Equity Financing by Outset Medical

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MoFo advised Perceptive Advisors, a leading healthcare and bio-technology focused investor, in a credit agreement provided to...

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MoFo advised Perceptive Advisors, a leading healthcare and bio-technology focused investor, in a credit agreement provided to Outset Medical, Inc. (Nasdaq: OM). Outset Medical is a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis. The credit agreement consists of a $100 million 5-year term loan at closing with an additional term loan of up to $25 million at the company’s election, subject to the satisfaction of customary conditions (including a specified revenue milestone).MoFo also advised Perceptive Advisors in its lead role as an investor in an equity financing by Outset, which consisted of newly designated Series A Non-Voting Convertible Preferred Stock that closed concurrently with the term loan. Subject to Outset stockholder approval and beneficial ownership limitations, each share of Series A Non-Voting Convertible Preferred Stock will automatically convert to 250 shares of common stock for an aggregate of 210,977,000 shares of common stock. The gross proceeds to Outset from the private placement, before deducting placement agent fees and other offering expenses payable by Outset, are expected to be $168.8 million.The MoFo team advising Perceptive Advisors was led by New York senior of counsel Mark Wojciechowski, finance partner Jeff Xu and Austin capital markets partner John Hensley, with support from Los Angeles tax partner Dave Sturgeon, Washington D.C. healthcare regulatory partner Brigid Bondoc, New York finance associate Patrick Keeler, and Austin corporate associate Eric Harper.Read the <a href="https://investors.outsetmedical.com/news-releases/news-release-details/outset-medical-announces-169-million-private-placement-financing" target="_blank">press release</a>.

MoFo Advises Perceptive Advisors on New Debt and Private Placement Equity Financing by Outset Medical

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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

John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.<h4 dir="ltr">Representative Experience</h4><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><li dir="ltr">Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li dir="ltr">Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li></ul><ul dir="ltr"><li dir="ltr">Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million</li><li dir="ltr">Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock</li><li dir="ltr">Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion</li><li dir="ltr">Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement</li><li dir="ltr">Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.</li><li dir="ltr">Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes</li><li dir="ltr">Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li dir="ltr">Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering</li><li dir="ltr">Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock</li><li dir="ltr">Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate</li><li dir="ltr">Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes</li><li dir="ltr">Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li dir="ltr">Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes</li><li dir="ltr">Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li dir="ltr">Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

John Hensley

David Sturgeon is a partner in Morrison Foerster’s Federal Tax practice.Dave advises clients on a broad range of complex business transactions, including domestic and cross-border mergers and acquisitions, joint ventures, spin-offs and other divestitures, as well as financings, refinancings, restructurings and other business transactions.He earned his J.D. from the University of Chicago Law School, where he was a member of the Chicago Journal of International Law, and received his Master of Laws in taxation from New York University School of Law.Prior to joining Morrison Foerster, Dave was an associate at a law firm in New York, where he represented public companies, financial institutions, private equity clients and other sponsor entities across industries in an extensive range of business transactions.

Dave Sturgeon

Brigid is a food, drug, and medical device lawyer who counsels life sciences companies on a wide range of U.S. Food & Drug Administration pre- and post-market regulatory issues.As the lead of our FDA + Healthcare Regulatory and Compliance Group, Brigid practices across the spectrum of FDA-regulated products, including medical devices, drugs, biologics, cell and gene therapies, food, cosmetics, dietary supplements, tobacco, laboratory-developed tests, in vitro diagnostics, radiation-emitting electronic products, combination products, and products that may not fit neatly into any of these categories. Accordingly, she counsels established and start-up companies in life sciences, healthcare, and consumer products on a wide range of FDA pre- and post-market regulatory issues. Brigid also frequently advises innovative product developers on threshold FDA jurisdictional questions and develops strategies for approval and marketing, while identifying and mitigating regulatory risks.In her day-to-day practice, Brigid advises on:<ul><li>product development and FDA’s pre-authorization requirements;</li><li>advertising and promotion of FDA-regulated products;</li><li>clinical trials regulation, including strategic advice for sponsors in receipt of a clinical hold;</li><li>responses to warning letters, Form 483s, import alerts, and FDA enforcement actions;</li><li>informal and formal dispute resolution for high-stakes issues;</li><li>compliance with FDA regulatory requirements such as current good manufacturing practice (GMP), quality system regulation (QSR), food safety preventive controls, adverse event reports, product recalls, radiological health issues, risk evaluation and mitigation strategies (REMS), pharmacy compounding and the new track-and-trace regulations for prescription drugs; and</li><li>technical legal questions involving the Food, Drug and Cosmetic Act (FDCA), the Public Health Service Act (PHSA), Federal Advisory Committee Act (FACA), Freedom of Information Act (FOIA), and the Administrative Procedure Act (APA).</li></ul>Brigid also has experience in the development, regulation, and procurement of medical countermeasures (MCMs) against chemical, biological, radiological, and nuclear (CBRN) threats and pandemic infectious diseases, including animal rule approvals and special incentives for the development of MCMs.Complementing her focus on FDA regulatory law, Brigid has a strong litigation background and has served as FDA counsel in product liability cases, civil litigation, international arbitration, and FDA enforcement proceedings. She particularly enjoys providing clients with advice that integrates technical, legal, and political considerations.Brigid maintains an active pro bono practice focused primarily on reproductive health and especially enjoys working with inventors who aim to improve health outcomes for mothers and infants in the peri- and post-natal period. She has represented several clients before the Social Security Administration in appealing denials of applications for disability benefits. She has also worked on several appeals in criminal cases in the District of Columbia.Brigid is a graduate of the University of Tulsa, where she earned her B.S. in biochemistry before attending law school at Stanford Law School. Prior to law school, Brigid worked as an Environmental Policy Analyst in the Office of the Secretary at the U.S. Department of Transportation. She has also worked as a benchtop scientist in a number of laboratories, including FDA’s National Center for Toxicological Research.<h4>Representative Experience</h4><ul><li>Counseled online marketplaces regarding FDA compliance and enforcement for a variety of products.</li><li>Advised development-stage companies on regulatory considerations and FDA engagement strategies related to development and launch of products based on disruptive technologies.</li><li>Advised consumer technology companies with respect to potential FDA regulation under the medical device provisions of the FDCA;</li><li>Served as FDA regulatory counsel to clients evaluating compliance issues under reporting provisions of Corporate Integrity Agreements and related negotiated resolutions of government investigations.</li><li>Helped a large, publicly traded drug company comply with the FDA’s new track-and-trace pedigree requirements for prescription drugs.</li><li>Led regulatory team on numerous initial public offerings (IPO), stock and asset purchase agreements, acquisitions, mergers, and other transactions for life science company.</li><li>Provided strategic advice, conducting regulatory assessments and negotiating key FDA-related terms in connection with due diligence for transactions and post-acquisition integration activities.</li><li>Developed policy positions related to FDA regulation of laboratory-developed tests (LDTs) for multiple clients in this space.</li><li>Represented manufacturers in matters involving regulatory letters, inquiries, advisory comment proceedings, competitor complaints and citizen petitions focused on their products and policy issues affecting their strategic priorities.</li><li>Advised on issues related to promotion of drugs and medical devices, including communication of pharmacoeconomic/healthcare economic information (HCEI), communications by medical science liaisons (MSLs).</li><li>Provided solutions-oriented advice to development-stage companies confronting FDA regulatory issues for the first time, including good clinical practices (GCP), investigator-initiated research (IIR), pre-approval communications and strategies for obtaining FDA approval.</li><li>Collaboratively advised client on FDA, ethical, and product liability issues associated with early termination of a clinical study involving an implanted medical device.</li></ul>

Brigid Bondoc

Patrick Keeler is an associate in the Finance Group in Morrison Foerster’s New York office.Patrick graduated among the top of his class with a J.D. from McGill University, Faculty of Law. During law school, he worked as a junior researcher for McGill University Health Centre, where he assisted in creating a patient portal that facilitates access to treatment. Patrick was selected among the McGill student body as a winner of the Chancellor Gretta Chambers Student Leadership Award, which recognizes outstanding leadership and contribution to the community. He holds a B.A. in Philosophy from the University of New Brunswick and received his M.A. in Professional Acting from the Bristol Old Vic Theatre School in the United Kingdom.Prior to joining the firm, Patrick was a summer associate at Morrison Foerster. Previously, he served as a student-at-law at a leading Canadian law firm, supporting the corporate, litigation, and employment + labor practice areas. As a project creator and coordinator for a non-profit, he addressed the needs of hundreds of people in Montreal living with HIV who lacked access to healthcare. He is fluent in French.

Patrick Keeler

Associate

Eric Harper is an associate in the firm’s Capital Markets group, based in the Austin office. Eric represents both issuers and underwriters in securities offerings, including initial public offerings, follow-on offerings, and private placements. In addition, he also advises public company clients regarding compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq. Eric also represents clients in a variety of other corporate and securities matters, including mergers and acquisitions, as well as general corporate governance and compliance matters. Prior to joining Morrison Foerster, Eric was an associate in the Capital Markets practice group at another international law firm. Eric received his LL.M., with merit, from the LSE Law School, where he specialized in corporate and securities law. He earned his J.D., magna cum laude, from Louisiana State University’s Paul M. Herbert Law Center, where he was a member of the Order of the Coif. Prior to law school, he received his B.A. from Louisiana State University. <h4>Representative Experience </h4><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering. </li><li>Represented Centuri Holdings, Inc. (NYSE: CTRI) and parent company Southwest Gas Holdings, Inc. (NYSE: SWX) in connection with the IPO and follow-on offerings with an aggregate value of approximately $1.62 billion. </li><li>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in connection with the launch of its $340 million at-the-market equity offering program. </li><li>Represented Skye Bioscience, Inc. (Nasdaq: Skye), a clinical-stage biotechnology company focused on advancing new therapeutic pathways for obesity and other metabolic health disorders, in an at-the-market offering of up to $100 million in common stock and multiple private placements with an aggregate value of approximately $90 million. </li><li>Represented Celadon Partners in connection with a $47.6 PIPE investment into Senti Biosciences, Inc. (Nasdaq: SNTI). </li><li>Represented Perceptive Advisors in connection with a $168.8 million PIPE investment into Outset Medical, Inc. (Nasdaq: OM). </li><li>Represented SoftBank Group in its sale of 90.1% equity in Fortress Investment Group to Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital. </li><li>Represented Snow Software, Inc., a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company. </li><li>Represented Builder Homesite, Inc., the largest new construction home listings platform in the United States, in connection with its sale to Zonda, the leading provider of data‑driven housing market solutions for the homebuilding industry.</li></ul>