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United States securities and exchange commission logo
August 1, 2022
Jeffrey Vetter
Partner
Gunderson Dettmer Stough Villaneuve Franklin & Hachigian, LLP
550 Allerton Street
Redwood City, CA 94063
Re: Theravance
Biopharma, Inc.
Schedule TO-I filed
July 26, 2022
SEC File No.
5-88552
Dear Mr. Vetter:
We have conducted a targeted review of your filing limited to the
matters identified in
comments below. In some of our comments, we may ask you to provide us
with information so
we may better understand your disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used here have the same meaning as in the offer
materials.
Schedule TO-I filed July 26, 2022
Conditions to the Offer, page 15
1. Quantify what would
constitute a "material change in United States or any other currency
exchange rates" that
would implicate the offer condition included on page 15. With
respect to currency
exchange rates other than U.S. exchange rates, this condition appears
to be extremely broad
and is not linked to a material adverse change on the Company or
its operations. Please
revise to explain how security holders may determine whether such
condition has been
"triggered," or revise to narrow it.
2. Refer to the condition
in the second to last bullet point on page 15. Revise to clarify
whether this condition
could be implicated by developments in the ongoing hositilties in
Ukraine. It is not
clear from the language of the condition whether this conflict indirectly
involves the United
States.
Jeffrey Vetter
Gunderson Dettmer Stough Villaneuve Franklin & Hachigian, LLP
August 1, 2022
Page 2
3. We refer to the following language on page 16 of the offer materials:
"The foregoing
conditions are for the sole benefit of the Company and may be asserted
by the Company
in its sole discretion, regardless of the circumstances giving rise to
any such condition...."
All offer conditions must be objective and outside the control of the
offeror, and described
with reasonable specificity in the offer materials. Revise the quoted
language to remove
the implication that deliberate actions (or inaction) by the Company
could allow it
terminate the Offer.
4. Refer to following language on page 16 of the offer materials: "The
failure by the
Company at any time to exercise any of the foregoing rights will not
be deemed a waiver
of any such or other right and each right will be deemed an ongoing
right which may be
asserted at any time and from time to time...." If an event occurs
that "triggers" an offer
condition, the Company must promptly inform security holders whether
it will assert the
condition and terminate the Offer, or waive it and proceed. Revise the
quoted language to
remove the implication that the Company may wait to do so.
5. In several places in the offer materials, including on page 16, you
state that the "Company
expressly reserves the right, in its sole discretion but subject to
applicable law, to
(i) terminate the Offer prior to the Expiration Time and not accept
for payment any
Convertible Notes tendered in the Offer...." Revise here and
throughout the offer
materials to state that it may do so only upon the failure of one or
more of the Offer
conditions.
General
6. We note the statement that the Offer is open to all "holders of
record" of the 3.25%
Convertible Senior Notes. Rule 13e-4(f)(8)(i) mandates that the Offer
be open to all target
security holders, rather than just record holders. Please confirm in
your response letter
that this language is not intended to mean that only record holders of
the Notes may
participate in the Offer.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk, Senior Special
Counsel, at (202) 551-
3263.
FirstName LastNameJeffrey Vetter Sincerely,
Comapany NameGunderson Dettmer Stough Villaneuve Franklin & Hachigian, LLP
Division of Corporation
Finance
August 1, 2022 Page 2 Office of Mergers &
Acquisitions
FirstName LastName