(b) Purchases. The information set forth in the Offer to Purchase in the sections entitled “Summary Term Sheet” and “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Agreements Involving the Subject Company’s Securities. The Company issued convertible notes convertible into Shares pursuant to the Indenture, dated as of November 2, 2016 (the “Base Indenture”), by and among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016, by and among the Company and the Trustee (the “Supplemental Indenture”). The Indenture and the Supplemental Indenture are respectively filed as Exhibit (d)(1) and Exhibit (d)(2) and are each incorporated herein by reference. Computershare Trust Company, N.A. is the successor to Wells Fargo Bank, N.A., as Trustee.
Concurrent with the offering of the Convertible Notes, the Company entered into an underwriting agreement (the “2016 Equity Underwriting Agreement”) with Leerink Partners LLC and Evercore Group L.L.C., as representatives of the underwriters named therein (the “2016 Equity Underwriters”), in connection with the offer and sale by the Company of 3,850,000 Shares, at a price to the public of $26.00 per share. The Company also granted to the Equity Underwriters a 30-day option to purchase up to 577,500 additional Shares. On November 2, 2016, the Company issued 3,850,000 of Shares pursuant to the 2016 Underwriting Agreement, and on November 14, 2016, the Company issued an additional 577,500 shares pursuant to the exercise in full by the 2016 Equity Underwriters of their option to purchase additional shares pursuant to the 2016 Equity Underwriting Agreement. The 2016 Equity Underwriting Agreement is filed as Exhibit (d)(3) and is incorporated herein by reference.
On December 3, 2019, the Company entered into the Sales Agreement, dated as of December 3, 2019 (the “Sales Agreement”) with Cowen and Company, LLC under which the Company may issue and sell from time to time up to $150.0 million of Shares through Cowen and Company, LLC as the Company’s sales agent. The Sales Agreement is filed as Exhibit (d)(3) and is incorporated herein by reference.
On February 11, 2020, the Company entered into an underwriting agreement (the “2020 Equity Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, and Cowen and Company, LLC, as representatives of the several underwriters set forth therein (collectively, the “2020 Underwriters”), relating to an underwritten public offering of 5,500,000 Shares at an offering price to the public of $27.00 per share. Under the terms of the 2020 Underwriting Agreement, Theravance Biopharma granted the 2020 Underwriters a 30-day option to purchase up to an additional 825,000 Shares on the same terms and conditions. On February 14, 2020, the Company issued 5,500,000 shares pursuant to the 2020 Underwriting Agreement. The 2020 Underwriting Agreement is filed as Exhibit (d)(4) and is incorporated herein by reference.
On June 22, 2020, GSK Finance (No.3) plc (the “GSK Finance”) completed its offering of $280,336,000 of its exchangeable senior notes due 2023 (the “Notes”), which are exchangeable into Shares of the Company. The notes are guaranteed by GlaxoSmithKline plc (“GSK”) under the indenture and will be exchangeable at the option of noteholders on any business day on or after September 1, 2020. Upon exchange of the notes, GSK Finance expects to deliver Shares of the Company but may at its option under certain circumstances, deliver cash or a combination of Shares and cash. The Company will not receive any of the proceeds from the sale of the Notes or any financial benefit from the exchange of the Shares. At the closing of this offering, the Company entered into a registration rights agreement, dated as of June 22, 2020 (the “Registration Rights Agreement”), with GSK Finance and GSK, covering resales of the Shares received by noteholders upon exchange of their Notes. Pursuant to the Registration Rights Agreement, the Company agreed to (1) file a shelf registration statement with the SEC covering resales of the Shares received by noteholders upon exchange of the Notes and (2) use all reasonable efforts to cause the shelf registration statement to become effective under the Securities Act on or prior to September 1, 2020; and use its reasonable efforts to keep the shelf registration statement effective after its effective date until the earlier of: (i) the sale under the shelf registration statement or Rule 144 under the Securities Act of all of the Shares delivered upon exchange of the Notes; (ii) the date on which all of the Shares remaining to be sold under the shelf registration statement (in the reasonable opinions of counsel to GSK and the GSK Finance) may be immediately resold to the public under Rule 144 under the Securities Act or any successor provision; or (iii) six months from June 22, 2023. The