8-K
filed November 21, 2022, 6:59 PM ET
CIK 0001337553
M&A
confidence high
sentiment neutral
materiality 0.85
AERIE PHARMACEUTICALS INC: M&A transaction — Aerie Pharmaceuticals completes acquisition by Alcon for $15.25/share; stock to be delisted
AERIE PHARMACEUTICALS INC
- Merger closed Nov 21, 2022; Aerie shareholders receive $15.25 per share in cash.
- Company to delist from Nasdaq and deregister securities under Exchange Act.
- Board and management replaced; David Endicott named CEO, Timothy Stonesifer CFO.
- Convertible notes amended; conversion consideration set at $15.25 cash per $1,000 principal.
- Stockholders approved merger at special meeting on Nov 17, 2022.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
John W. LaRocca resigned as general_counsel at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David W. Gryska resigned as director at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Raj Kannan resigned as director at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Peter J. McDonnell resigned as director at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jonathan Balch was appointed as director at AERIE PHARMACEUTICALS INC.
- Action
- became
Exact text from the filing
Jonathan Balch, Ian Bell, and Sergio Duplan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company following the consummation of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Raj Kannan resigned as ceo at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Timothy Stonesifer was appointed as Chief Financial Officer at AERIE PHARMACEUTICALS INC.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
David Endicott, Timothy Stonesifer and Royce Bedward were appointed as President and Chief Executive Officer, Chief Financial Officer, and General Counsel of the Company, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Endicott was appointed as President and Chief Executive Officer at AERIE PHARMACEUTICALS INC.
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
David Endicott, Timothy Stonesifer and Royce Bedward were appointed as President and Chief Executive Officer, Chief Financial Officer, and General Counsel of the Company, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Richard Croarkin resigned as director at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Royce Bedward was appointed as General Counsel at AERIE PHARMACEUTICALS INC.
- Action
- appointed
- Role
- General Counsel
Exact text from the filing
David Endicott, Timothy Stonesifer and Royce Bedward were appointed as President and Chief Executive Officer, Chief Financial Officer, and General Counsel of the Company, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Benjamin F. McGraw, III resigned as director at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Casey C. Kopczynski resigned as other_named_officer at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Julie McHugh resigned as director at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sergio Duplan was appointed as director at AERIE PHARMACEUTICALS INC.
- Action
- became
Exact text from the filing
Jonathan Balch, Ian Bell, and Sergio Duplan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company following the consummation of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ian Bell was appointed as director at AERIE PHARMACEUTICALS INC.
- Action
- became
Exact text from the filing
Jonathan Balch, Ian Bell, and Sergio Duplan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company following the consummation of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mechiel (Michael) M. du Toit resigned as director at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Peter Lang resigned as other_named_officer at AERIE PHARMACEUTICALS INC.
- Action
- resigned
Exact text from the filing
the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AERIE PHARMACEUTICALS INC underwent a change of control involving Alcon Research, LLC for $15.25 per Share in cash (closed 2022-11-21).
- Action
- change of control
- Counterparty
- Alcon Research, LLC
- Consideration
- $15.25 per Share in cash
- Closing
- 2022-11-21
Exact text from the filing
Agreement ”), dated as of August 22, 2022, by and among the Company, Alcon Research, LLC, a Delaware limited liability company (“ Parent ”), and Lyon
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AERIE PHARMACEUTICALS INC amended First Supplemental Indenture with Wilmington Trust, National Association valued at $316,250,000 (effective 2022-11-21).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- Wilmington Trust, National Association
- Value
- $316,250,000
- Effective
- 2022-11-21
Exact text from the filing
the Company and Wilmington Trust, National Association, as trustee (the “ Trustee ”), entered into a First Supplemental Indenture (the “ First Supplemental Indenture ”), dated as of November 21 , 2022, which amends and supplements the Indenture
View on SEC.gov
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