Amended Tender Offer Statement by Issuer (sc To-i/a)
August 08 2022 - 5:22PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
(Amendment
No. 2)
TENDER OFFER
STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THERAVANCE
BIOPHARMA, INC.
(Name of Subject
Company (Issuer) and Filing Person (as Offeror))
3.25% CONVERTIBLE
SENIOR NOTES DUE 2023
(Title of Class
of Securities)
88339K AA0
(CUSIP Number
of Class of Securities)
Brett
Grimaud
General Counsel
c/o Theravance
Biopharma US, Inc.
901 Gateway
Boulevard
South San Francisco,
California 94080
(650) 808-6000
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
with copies
to:
Jeffrey R.
Vetter
Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP
550 Allerton St.
Redwood
City, California 94063
(650) 321-2400
¨ | Check
the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
¨ | third-party
tender offer subject to Rule 14d-1. |
| |
x | issuer tender offer subject to Rule 13e-4. |
| |
¨ | going-private
transaction subject to Rule 13e-3. |
| |
¨ | amendment
to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is
a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es)
below to designate the appropriate rule provision(s) relied upon:
¨ | Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| |
¨ | Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY
STATEMENT
This Amendment
No. 2 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent
amendments and supplements thereto, the “Schedule TO”) filed by Theravance Biopharma, Inc., a Cayman Islands exempted
company (the “Company”), with the Securities Exchange Commission on July 26, 2022. The Schedule TO relates to the
offer (the “Offer”) by the Company to purchase any and all of its issued and outstanding 3.25% Convertible Senior
Notes due 2023 (the “Convertible Notes”) for cash, at a purchase price equal to $1,000 per $1,000 principal amount
of Convertible Notes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 26, 2022 (the “Offer
to Purchase”), a copy of which was previously filed as Exhibit (a)(1)(i) to the Schedule TO.
Only those items amended or supplemented
are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged,
and this Amendment does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together
with the Schedule TO and the Offer to Purchase, as each may be amended or supplemented from time to time.
Item 11. Additional Information.
Item 11 is hereby amended and supplemented
as follows:
The section of the Offer to Purchase
captioned “Where You Can Find Additional Information” is amended as follows:
| · | The third bullet point
is amended and restated to state: |
| | |
| o | Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, filed
with the SEC on May 6, 2022 and August 8, 2022, respectively; and |
Item 12. Exhibit Index.
(d)(1) | Indenture, dated as of November
2, 2016, between Theravance Biopharma, Inc. and Wells Fargo Bank, National Association, as
trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on
November 2, 2016 and incorporated by reference). Computershare Trust Company, N.A. is the
successor to Wells Fargo Bank, National Association, as trustee. |
(d)(2) | First Supplemental Indenture, dated as of November 2, 2016, between Theravance Biopharma,
Inc. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.2 to the Company’s
Current Report on Form 8-K, filed on November 2, 2016 and incorporated by reference). Computershare
Trust Company, N.A. is the successor to Wells Fargo Bank, National Association, as trustee. |
* Filed previously
SIGNATURE
After due inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 8, 2022
THERAVANCE BIOPHARMA, INC. |
|
|
|
By: |
/s/ Andrew ASA Hindman |
|
|
Andrew ASA Hindman |
|
|
CFO |
|
Theravance Biopharma (NASDAQ:TBPH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Theravance Biopharma (NASDAQ:TBPH)
Historical Stock Chart
From Apr 2023 to Apr 2024