8-K
filed September 21, 2023, 7:59 PM ET
CIK 0001178711
M&A
confidence high
sentiment neutral
materiality 1.00
Paratek Pharmaceuticals, Inc.: M&A transaction — Gurnet Point and Novo Holdings complete acquisition of Paratek for $2.15/share cash + $0.85 CVR
Paratek Pharmaceuticals, Inc.
- Total enterprise value ~$462M including assumed debt and full CVR payment.
- Stockholders approved merger on Sept 18; deal closed Sept 21, 2023.
- Paratek common stock to be delisted from Nasdaq; company becomes private.
- CVR of $0.85/share payable if U.S. NUZYRA net sales reach $320M by Dec 31, 2026.
- All prior directors resigned; Stacy Seltzer and Adam Dilluvio appointed as new directors.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Paratek Pharmaceuticals, Inc. amended convertible notes of approximately $165,000,000 with U.S. Bank Trust Company, National Association, as trustee at 4.75%.
- Instrument
- convertible notes
- Principal
- approximately $165,000,000
- Counterparty
- U.S. Bank Trust Company, National Association, as trustee
- Rate
- 4.75%
- Event
- amendment
Exact text from the filing
(the “Base Indenture”), governing the Company’s 4.75% Convertible Senior Subordinated Notes due 2024 (the “Notes”) in the aggregate outstanding principal amount of approximately $165,000,000. The First Supplemental Indenture was entered into to provide for a change in the conversion right of the Notes resulting from the Merger. The First Supplemental Indenture
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Paratek Pharmaceuticals, Inc. incurred credit facility of $175.0 million with Oaktree Fund Administration, LLC as administrative agent.
- Instrument
- credit facility
- Principal
- $175.0 million
- Counterparty
- Oaktree Fund Administration, LLC as administrative agent
- Event
- incurrence
Exact text from the filing
Parent and Resistance Intermediate, Inc., a Delaware corporation, entered into a credit agreement (the “Credit Agreement”) with Oaktree Fund Administration, LLC as administrative agent (the “Administrative Agent”) and certain lenders party thereto. The Credit Agreement provides for a $175.0 million senior secured first-lien term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term Loan”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy R. Franson resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stacy Seltzer was appointed as director at Paratek Pharmaceuticals, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Stacy Seltzer and Adam Dilluvio, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rolf K. Hoffman resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Dietz resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Evan Loh resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Stein resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristine Peterson resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam Dilluvio was appointed as director at Paratek Pharmaceuticals, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Stacy Seltzer and Adam Dilluvio, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Minnie V. Baylor-Henry resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael F. Bigham resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert S. Radie resigned as director at Paratek Pharmaceuticals, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of the directors of the Company (Minnie V. Baylor-Henry, Michael F. Bigham, Evan Loh, M.D., Thomas J. Dietz, Ph.D., Timothy R. Franson, M.D., Rolf K. Hoffman, Kristine Peterson, Robert S. Radie and Jeffrey Stein, Ph.D.) resigned as directors of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Paratek Pharmaceuticals, Inc. underwent a change of control involving Resistance Acquisition, Inc. (Parent) for $2.15 per share in cash plus one CVR (closed 2023-09-21).
- Action
- change of control
- Counterparty
- Resistance Acquisition, Inc. (Parent)
- Consideration
- $2.15 per share in cash plus one CVR
- Closing
- 2023-09-21
Exact text from the filing
and properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) was cancelled and retired and automatically converted into the right to receive (x) $2.15, payable to the holder thereof in cash, without interest (the “Cash Consideration”) but subject to reduction for any applicable withholding taxes payable in respect thereof and
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.96
Paratek Pharmaceuticals, Inc. terminated Loan Agreement dated December 31, 2020 with R-Bridge Healthcare Cayman AIV, L.P. valued at repaid in full and terminated (effective 2023-09-21).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- R-Bridge Healthcare Cayman AIV, L.P.
- Value
- repaid in full and terminated
- Effective
- 2023-09-21
Exact text from the filing
the Company repaid in full and terminated (i) the Loan Agreement, dated December 31, 2020, by and between PRTK SPV2 LLC, a wholly owned subsidiary of the Company, as borrower, and R-Bridge Healthcare Cayman AIV, L.P., as lender
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.96
Paratek Pharmaceuticals, Inc. entered into First Supplemental Indenture for Convertible Senior Subordinated Notes due 2024 with U.S. Bank Trust Company, National Association valued at amends and supplements the Base Indenture governing the Company's 4.75% Convertible Senior Subordina (effective 2023-09-21).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
- Value
- amends and supplements the Base Indenture governing the Company's 4.75% Convertible Senior Subordina
- Effective
- 2023-09-21
Exact text from the filing
In connection with the consummation of the Merger, the Company and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association), as trustee (the "Trustee"), entered into a First Supplemental Indenture, dated as of September 21, 2023, which amends and supplements the Base Indenture, dated as of April 23, 2018, by and between the Company and the Trustee (the "Base Indenture"), governing the Company's 4.75% Convertible Senior Subordinated Notes due 2024 (the "Notes") in the aggregate outstanding principal amount of approximately $165,000,000.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.97
Paratek Pharmaceuticals, Inc. entered into Credit Agreement with Oaktree Fund Administration, LLC valued at $175.0 million senior secured first-lien term loan facility (effective 2023-09-21).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Oaktree Fund Administration, LLC
- Value
- $175.0 million senior secured first-lien term loan facility
- Effective
- 2023-09-21
Exact text from the filing
On September 21, 2023, in connection with the Merger, Parent and Resistance Intermediate, Inc., a Delaware corporation, entered into a credit agreement (the "Credit Agreement") with Oaktree Fund Administration, LLC as administrative agent (the "Administrative Agent") and certain lenders party thereto.
View on SEC.gov
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