--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-239185" form_type: "8-K" ticker: null cik: "0001178711" company_name: "Paratek Pharmaceuticals, Inc." filed_at: "2023-09-21T23:59:59+00:00" generated_at: "2026-06-10T10:16:50.520996+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Gurnet Point and Novo Holdings complete acquisition of Paratek for $2.15/share cash + $0.85 CVR ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-239185 - form_type: 8-K - cik: 0001178711 - company_name: Paratek Pharmaceuticals, Inc. - filed_at: 2023-09-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/d524523d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-239185 - JSON: https://secwatch.observer/filing/0001193125-23-239185.json - Plain text: https://secwatch.observer/filing/0001193125-23-239185.txt ## Key facts - Debt Financings 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 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Debt Financings 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Timothy R. Franson resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Stacy Seltzer was appointed as director at Paratek Pharmaceuticals, Inc.. - Action: appointed - Role: director source text: Stacy Seltzer and Adam Dilluvio, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Rolf K. Hoffman resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Thomas J. Dietz resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Evan Loh resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Jeffrey Stein resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Kristine Peterson resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Adam Dilluvio was appointed as director at Paratek Pharmaceuticals, Inc.. - Action: appointed - Role: director source text: Stacy Seltzer and Adam Dilluvio, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Minnie V. Baylor-Henry resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Michael F. Bigham resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Executive change Robert S. Radie resigned as director at Paratek Pharmaceuticals, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1178711/000119312523239185/0001193125-23-239185-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.