8-K
filed November 7, 2022, 6:59 PM ET
ticker CERT
CIK 0001827090
M&A
confidence high
sentiment positive
materiality 0.85
Arsenal Capital Partners commits $449M to buy ~30M Certara shares at $15/sh; expects 22% ownership
Certara, Inc.
- Arsenal will acquire ~30M shares from EQT at $15/share, total $449M; subject to HSR regulatory approval.
- Post-closing, Arsenal will own ~22% of diluted shares; currently holds ~4%.
- Arsenal agrees to two-year lock-up on sale of purchased shares without company approval.
- Arsenal to nominate two board members: Steve McLean (current) and David Spaight; EQT's Liu and Waxman to resign.
- Board will expand to 11 members; Stockholders Agreement grants Arsenal director nomination rights based on ownership.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ethan Waxman departed as Director at Certara, Inc..
- Action
- resign
- Role
- Director
Exact text from the filing
Eric Liu and Ethan Waxman are each expected to resign from the Board following the closing.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Spaight was appointed as Director at Certara, Inc..
- Action
- nominated
- Role
- Director
Exact text from the filing
Arsenal intends to nominate David Spaight to the Board following the closing and the departure of Mssrs. Liu and Waxman from the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric Liu departed as Director at Certara, Inc..
- Action
- resign
- Role
- Director
Exact text from the filing
Eric Liu and Ethan Waxman are each expected to resign from the Board following the closing.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Certara, Inc. entered into Letter Agreement with Arsenal Capital Partners (affiliate) (effective 2022-11-03).
- Action
- entry
- Counterparty
- Arsenal Capital Partners (affiliate)
- Effective
- 2022-11-03
Exact text from the filing
The Company entered into a letter agreement, dated as of November 3, 2022 (the “Letter Agreement”), with Arsenal providing that, until the two-year anniversary of the closing, Arsenal will, subject to certain exceptions, be prohibited from transferring the shares of Common Stock that it will acquire in connection with the closing.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Certara, Inc. entered into Stockholders Agreement with Arsenal Capital Partners (affiliate) (effective 2022-11-03).
- Action
- entry
- Counterparty
- Arsenal Capital Partners (affiliate)
- Effective
- 2022-11-03
Exact text from the filing
The Company entered into a Stockholders Agreement, dated as of November 3, 2022 (the “Stockholders Agreement”), with Arsenal.
View on SEC.gov
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