GTC Biotherapeutics (fka GTCB)

[DewDiligence]

The terms of the agreement between GTC
and LFB have just been filed with the SEC:

http://www.sec.gov/Archives/edgar/data/904973/000119312506203626/dex101.htm [Stock and Note Agreement]

http://www.sec.gov/Archives/edgar/data/904973/000119312506203626/d8k.htm [Master 8K Filing]

As expected, there is a lockup period. Until Oct 2007, LFB will be unable to sell any of its GTCB shares.

Beginning in Oct 2007, LFB may request that up to 10M of its GTCB shares be registered for resale. However, only common shares can be resold in the open market and only 3.6M of LFB’s total of 18.2 common+preferred shares are to be in the form of common shares. Thus, unless the parties jointly agree to permit the conversion of LFB’s preferred shares to common shares before 2013, LFB will effectively be able to resell in Oct 2007 only the 3.6M common shares they will already have plus any common shares they may acquire from conversion of the $2.6M term loan.