8-K
filed January 3, 2023, 6:59 PM ET
ticker TXMD
CIK 0000025743
M&A
confidence high
sentiment neutral
materiality 1.00
TherapeuticsMD, Inc. (TXMD): M&A transaction — TherapeuticsMD closes transaction with Mayne Pharma; receives $153M upfront, pays down debt and redeems preferred stock
TherapeuticsMD, Inc.
- Total upfront cash of ~$153.1M ($140M license/sale + $13.1M for working capital and prepaid royalties).
- Eligible for up to $30M in sales milestones and royalties of 7.5%–8% on net sales for 20 years (minimum $3M/yr for 12 years).
- Proceeds used to repay all debt under Sixth Street facility and redeem all 29,000 Series A Preferred shares at $1,333 each.
- Directors Bisaro, Ling, Musing, Russell resigned; Marlan Walker appointed Principal Executive Officer.
- Paid ~$3M make-whole to Rubric Capital Management affiliates per subscription agreements.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Angus C. Russell resigned as Director at TherapeuticsMD, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul M. Bisaro resigned as Director at TherapeuticsMD, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karen L. Ling resigned as Director at TherapeuticsMD, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jules A. Musing resigned as Director at TherapeuticsMD, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 30, 2022, each of Mr. Paul M. Bisaro, Ms. Karen L. Ling, Mr. Jules A. Musing and Mr. Angus C. Russell resigned from the board of directors (the “Board”) of the Company, and any committees thereof, effective upon the closing of the Transaction.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TherapeuticsMD, Inc. completed a disposition involving Mayne Pharma LLC for $140.0 million cash at closing (closed 2022-12-30).
- Action
- disposition
- Counterparty
- Mayne Pharma LLC
- Consideration
- $140.0 million cash at closing
- Closing
- 2022-12-30
Exact text from the filing
consideration from Mayne Pharma to the Company for the purchase of the Transferred Assets and the grant of the licenses under the License Agreement was (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
TherapeuticsMD, Inc. terminated Financing Agreement with Sixth Street Specialty Lending, Inc., as administrative agent.
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Sixth Street Specialty Lending, Inc., as administrative agent
Exact text from the filing
On the Closing Date, the Company repaid all obligations under its Financing Agreement, dated as of April 24, 2019, as amended, with Sixth Street Specialty Lending, Inc., as administrative agent, the various lenders from time to time party thereto, and certain of the Company’s subsidiaries party thereto from time to time as guarantors (the “Financing Agreement”) and the Financing Agreement was terminated.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
TherapeuticsMD, Inc. amended License Agreement Amendment with Mayne Pharma valued at approximately $1.0 million.
- Action
- amendment
- Agreement
- license
- Counterparty
- Mayne Pharma
- Value
- approximately $1.0 million
Exact text from the filing
On the Closing Date, the Company and Mayne Pharma entered into Amendment No. 1 to the License Agreement (the “License Agreement Amendment”). Pursuant to the License Agreement Amendment, Mayne Pharma agreed to pay the Company approximately $1.0 million in prepaid royalties on the Closing Date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
TherapeuticsMD, Inc. amended Transaction Agreement Amendment with Mayne Pharma.
- Action
- amendment
- Counterparty
- Mayne Pharma
Exact text from the filing
Also on the Closing Date, the Company and Mayne Pharma entered into Amendment No. 1 to the Transaction Agreement (the “Transaction Agreement Amendment”), pursuant to which the parties agreed to amend the mechanics for calculating the final net working capital under the Transaction Agreement.
View on SEC.gov
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