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MoFo Advises Celadon Partners in $47.6 Million PIPE Financing in Senti Biosciences

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Morrison Foerster advised Celadon Partners in its private investment in public equity (“PIPE”) financing in NASDAQ-listed Senti...

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Morrison Foerster advised Celadon Partners in its private investment in public equity (“PIPE”) financing in NASDAQ-listed Senti Biosciences, Inc.(NASDAQ:SNTI) (“Senti Bio”).Founded in 2016, Senti Bio is a clinical-stage biotechnology company developing next-generation cell and gene therapies using its proprietary Gene Circuit platform.The $47.6 million PIPE financing was led by Celadon Partners, with participation from New Enterprise Associates (NEA), Leaps by Bayer, Nantahala Capital, The Red Hook Fund LP, and other institutional and accredited investors. Senti Bio intends to use the funds raised in advancing the development of its SENTI-202 program, enhancing manufacturing capabilities, and supporting ongoing research and development and for general corporate purposes.The MoFo deal team advising Celadon Partners on the transaction was led by Hong Kong partner and global co-chair of the firm’s Private Equity Group Marcia Ellis, San Francisco M&A/Public Company partner Michael O’Bryan and New York Capital Markets partner John Owen. Key members of the team included Hong Kong PE/M&A associate Yilong Luo and Austin Capital Markets associate Eric Harper. The successful completion of this transaction underscores MoFo’s deep private equity expertise in the biotechnology sector.For more information, please refer to Senti Bio’s press releases issued on <a href="https://investors.sentibio.com/news-releases/news-release-details/senti-biosciences-inc-announces-oversubscribed-376-million" target="_blank">December 2, 2024</a> and <a href="https://investors.sentibio.com/news-releases/news-release-details/senti-bio-announces-additional-115-million-financing" target="_blank">January 6, 2025</a>.Apart from this transaction, MoFo also previously <a href="/resources/news/230824-mofo-advises-celadon-partners-and-genefab" target="_self">advised Celadon Partners and GeneFab in the launch of CRDMO business and acquisition of CMC capabilities from Senti Bio</a>. Learn more about <a href="/capabilities/private-equity-investments-buyouts" target="_self">MoFo’s private equity practice</a>.

MoFo Advises Celadon Partners in $47.6 Million PIPE Financing in Senti Biosciences

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Marcia Ellis is a Senior Counsel in our New York office and a Partner in our Hong Kong office. Marcia’s practice focuses on private equity transactions and complex mergers and acquisitions involving companies and other assets located in Asia. Having practiced in Asia for more than a quarter of a century, Marcia is one of the most experienced M&A lawyers active in the Asian market. In the past three years, she has advised clients on deals with a total aggregate value well in excess of US$249.8 billion.​Marcia regularly advises leading investors on M&A transactions, including SoftBank Vision Fund, Alibaba, GLP, Bain Capital, BlackRock, Farallon Capital, Ascendent Capital Partners, Silver Crest Acquisition Corp., PAG, Hillhouse, Hony Capital and Celadon Partners. In addition, she is experienced in representing U.S., UK and Asia based institutional investors in the acquisition, financing and disposition of real estate in China, Hong Kong and elsewhere in Asia, including numerous logistics and internet data center projects, and investment in and acquisition of real estate developers.From 2008 through 2011, she was the Chief Legal Officer for Asia of D. E. Shaw, where she assisted various group entities in making, restructuring, and exiting investments in various countries in Asia, including a number of significant and highly structured investments in China and India.Clients consider Marcia as a "super skilled technical lawyer" who offers "incredible problem-solving skills on all aspects of matters, both legal and commercial". A client said that "Finding a lawyer whose judgement you trust and who knows how far they can push the boundaries is not easy, and Marcia is the best lawyer I've worked with."Marcia is the Global Co-Chair of the firm’s Private Equity Practice, a member of our global board of directors, and a member of our global Environmental, Social and Governance (ESG) Steering Committee. She has also been named to Law360’s 2022 and 2023 Private Equity Editorial Board and elected as the Co-Chair of AmCham Hong Kong’s Women of Influence Committee. Marcia has been recognized as one of the Women of Influence in Private Markets: Private Equity by Private Equity International in 2024.

Marcia Ellis（艾琳）律师的执业重点是涉及亚洲境内公司和其它资产的私募股权交易和复杂并购。Ellis律师在亚洲执业超过二十五年，是活跃在亚洲市场经验最丰富的并购律师之一。在过去三年间，她为客户完成的交易的合计价值超过2498亿美元。Ellis律师经常为大型投资者提供并购交易法律咨询，这些投资者包括软银愿景基金、阿里巴巴、普洛斯、Bain Capital、贝莱德、Farallon Capital、上达资本、Silver Crest特殊目的收购公司、PAG、高瓴资本、弘毅投资以及Celadon Partners。此外，在代表美国、英国、亚洲机构投资人方面她也富有经验；她代表客户处理收购、融资、处置中国、香港及亚洲其它地区的房地产，其中包括许多物流和互联网数据中心项目，也处理对房地产开发商的投资与收购。从2008至2011年，Ellis律师是德劭集团亚洲区的首席法务官。在德劭集团，她协助各集团实体处理在亚洲多个国家进行的投资、投资重组及投资退出事宜，包括在中国和印度进行的多个重要及高度结构化的投资。客户评价Ellis律师是一位"技巧高超的律师"，她拥有 "极其出色的解决问题的能力，包括法律问题和商业问题 "。一位客户称："找到一位拥有令人信任的判断力，并能尽力突破极限的律师并不容易，而她是我合作过的最好的律师"。Ellis律师是美富律师事务所的全球私募股权业务联席主席，本所全球董事会成员，兼本所环境、社会与治理（ESG）指导委员会委员之一。她还当选《法律360》（Law 360）2022年度和2023年度私募股权业务编辑委员会成员，以及香港美国商会最具影响力女性（WOI）指导委员会联席主席。Ellis律师还荣获Private Equity International评为2024年“私募股权领域：私募市场最具影响力女性”之一。

Marcia Ellis

Global Co-Chair of Private Equity Practice

Mike advises on U.S. and international mergers, acquisitions, divestitures, and other strategic transactions, including “going private” and other related-party transactions. He has advised companies, boards, and special committees, as well as investment banks, in both negotiated and contested transactions. He works with clients across a variety of industries, including in the technology, software, telecommunications, agtech, consumer, and healthcare/life sciences sectors.Mike has been ranked in numerous publications including Chambers USA, The Legal 500, and Best Lawyers in America. Clients in The Legal 500 describe Mike as “a very seasoned M&A lawyer with a depth of technical expertise.” He has been recognized for M&A by Best Lawyers in America every year since 2013, and in 2021 the publication named him a “Lawyer of the Year” for M&A. He has also been recognized in Who’s Who Legal – The International Who’s Who of Mergers & Acquisitions Lawyers.Before moving to San Francisco, he worked in the firm’s Tokyo office for four years. Prior to joining Morrison & Foerster, he worked at a Japanese law firm for two years, concentrating on cross–border transactions. He serves on the board of directors of the Japan Society of Northern California.Mike is the chair of the American Bar Association’s M&A Committee, where he also served as co-editor of the Model Tender Offer Agreement, on the editorial board for the Model Public Company Merger Agreement, and as the editor of the Annual Survey of M&A Cases. He also has served on M&A advisory boards, such as the Law360 M&A editorial board and the Thomson Reuters Accelus Business Law Partner advisory board. He is also a member of our global Environmental, Social, and Governance (ESG) steering committee. He is the author or co-author of numerous articles and speaks regularly on M&A and related topics. He leads efforts around the firm’s annual Key M&A Trends report, recognized as a “Top Read Article” by JD Supra Readers’ Choice Awards.

Michael G. O'Bryan

Partner

John is a Capital Markets, Public Company Advisory & Governance, and Special Situations partner with more than 20 years of experience advising issuers, underwriters, and other market participants in a wide range of special situations, equity, and debt financing transactions. He has significant experience advising on refinancing and liability management transactions, initial public offerings, high yield and investment grade debt offerings, and private placements. John also regularly advises on structuring and executing cross border financing, liability management, and special situation transactions, having advised on matters involving a wide range of jurisdictions, including China, Hong Kong, Japan, France, India, Indonesia, Israel, Singapore, and the United Kingdom.  John has worked with a wide variety of companies across many industries, including consumer products, technology, life sciences, energy, telecommunications, and financial services. He has advised on transactions for issuers as diversified as Arm Holdings, RH (formerly Restoration Hardware), PepsiCo, Monster Beverage, Omnicom, Tate & Lyle, and Vonage.  In addition to routinely advising issuers, investors, and other market participants on the structuring and execution of debt capital markets transactions, having advised on aggregate financing transactions in excess of $50 billion in the last ten years, John also frequently collaborates with cross-practice teams to advise on and structure in-court and out-of-court restructuring and other liability management transactions. John has completed course work at the University of Cambridge on sustainable finance and serves on the firm’s ESG steering committee. He also serves on the firm’s diversity and inclusion committee as well as its New York hiring committee. John has regularly been recognized as an IFLR1000 notable practitioner and by The Legal 500 for his work on capital markets transactions. <h4>Representative Experience</h4><h5>Capital Raising Transactions</h5><ul><li>Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li>Sprint Corp. in connection with its $1.0 billion guaranteed notes offering</li><li>Vonage in its $300 million convertible note offering</li><li>RH’s issuance of $300 million in aggregate principal amount of convertible notes</li><li>FTI Consulting in its $316.25 million convertible note offering</li><li>TransDigm Group in its offering of $500 million Senior Subordinated Notes by its UK subsidiary</li><li>Lodha Developers, a leading developer of luxury real estate in India, in its $200 million secured bond offering by its UK subsidiary</li></ul><h5>Special Situations</h5><ul><li>SoftBank Group’s investment in 6% senior notes issued by Fair Technologies</li><li>Counsel to an institutional senior secured noteholder in connection with an out-of-court exchange offer and recapitalization transaction by Associated Materials</li><li>Counsel to an ad hoc group of former noteholders in connection with the proposed initial public offering of Southeastern Grocers, following its chapter 11 bankruptcy</li><li>Counsel to the ad hoc group of senior secured noteholders, in the chapter 11 cases of EP Energy</li><li>Counsel to the ad hoc group of first lien noteholders, as noteholders and backstop DIP lenders, in the chapter 11 bankruptcy of Sanchez Energy</li><li>Lodha Developers International in its consent solicitation relating to $200 million of 12% Guaranteed Senior Notes</li><li>Sprint in connection with its $1.7 billion tender offers for 9.000% Guaranteed Notes and 8.375% Notes</li><li>Frontier Communication in the concurrent fixed price tender offers to purchase any and all of its 6.625% Senior Notes and any and all of its 7.875% Senior Notes, and in a modified Dutch auction tender offer to purchase up to $225 million aggregate principal amount of its 8.250% Senior Notes</li></ul>

John Owen

Yilong’s practice focuses on mergers and acquisitions, private equity investments, as well as other general corporate matters.Yilong received a J.D. cum laude from Cornell Law School in 2017, where he was a notes editor of the Cornell Law Review.Yilong is a Registered Foreign Lawyer with the Law Society of Hong Kong. Prior to joining MoFo, he practiced in New York and London as an associate of two leading international firms. He is fluent in Mandarin and English.<h4>Representative Experience:</h4><ul><li>A leading private equity firm in its US$500 million partnership with Temasek, including Temasek taking a minority stake in the client, and a multi-fund investment by Temasek to anchor the client’s future funds.</li><li>A special purpose acquisition company in its US$300 million initial public offering and subsequent search for acquisition opportunities.</li><li>A U.S.-based pharmaceutical company in an up-C merger with Amneal Pharmaceuticals (NYSE: AMRX).</li><li>A leading private equity firm in its fund’s divestment of the majority of its holding in Orchid Orthopedic Solutions to Nordic Capital Fund IX.</li><li>A London-based family office in its strategic minority investments in EagleTree Capital.</li></ul>

罗亦龙律师的业务主要侧重于收购合并、私募股权投资，以及其他一般公司事宜。罗律师于2017年获得康奈尔大学法学院的法律博士学位，并以优等成绩毕业。他曾担任《康奈尔法律评论》的笔记编辑。罗律师是香港律师会注册外国律师。在加入美富前，罗律师曾分别在纽约与伦敦的两所顶尖国际律所担任律师。罗律师精通普通话与英语。<h4>具有代表性的项目：</h4><ul><li>代表某领先的私募股权公司处理其与淡马锡之间的5亿美元合作事宜，包括淡马锡收购其少数股权，以及淡马锡对多只基金作出投资，从而成为其未来基金的锚定投资者。</li><li>代表某特殊目的收购公司处理其3亿美元的首次公开发行，以及其后物色收购机会的事宜。</li><li>代表某位于美国的制药公司处理其与Amneal Pharmaceuticals（纽交所：AMRX）作出UP-C合并的事宜。</li><li>代表某领先的私募股权公司处理其设立的基金将其大部分Orchid Orthopedic Solutions的股权剥离并售予Nordic Capital Fund IX的事宜。</li><li>代表某位于伦敦的家族办公室处理其对EagleTree Capital作出战略性少数股权投资的事宜。</li></ul>

Yilong Luo

Associate

Eric Harper is a corporate associate based in the firm’s Austin office.Eric represents both issuers and underwriters in connection with equity and debt capital markets transactions. 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 and venture capital financings, 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.