Gurnet Point Capital Limited and Novo Holdings A/S entered into a definitive agreement to acquire Paratek Pharmaceuticals, Inc. (NasdaqGM:PRTK) from a group of shareholders for approximately $130 million on June 6, 2023. Under the terms of the merger agreement, Gurnet Point and Novo Holdings will acquire all outstanding shares of Paratek for $2.15 per share in cash, plus a CVR of $0.85 per share payable upon the achievement of $320 million in U.S. NUZYRA net sales (excluding certain permitted deductions, payments under Paratek?s contract with ASPR-BARDA, certain government payments and certain royalty revenue) in any calendar year ending on or prior to December 31, 2026. Transaction is valued at approximately $462 million, including the assumption of debt and assuming full payment of a Contingent Value Right (CVR). Following completion, Paratek will become a private company and will no longer be subject to the reporting requirements of the Securities Exchange Act of 1934. Debt financing of $175 million for this transaction will be provided by funds managed by Oaktree Capital Management, L.P. (?Oaktree?). Paratek shall pay a termination fee of $4.9 million while Gurnet Point Capital Limited and Novo Holdings shall pay a termination fee of $6.75 million. Gurnet entered into an equity commitment letter dated as of June 6, 2023 with parent, in an aggregate amount of $300,000,000, to finance the consummation of the Merger and the Contemplated Transactions and to pay related fees and expenses.

The transaction, which the Paratek Board of Directors has unanimously approved and is still subject to customary closing conditions, including approval by Paratek shareholders, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of regulatory approvals. Paratek Board formed a transaction committee consisting solely of independent and disinterested directors of the Company Board for evaluation of business combination transaction. The transaction approved by the Paratek shareholders on September 18, 2023. The transaction is expected to close in the third quarter of 2023.

Moelis & Company LLC acted as the exclusive financial advisor to Paratek Pharmaceuticals, and Chris Comeau, Tara Fisher, Jennifer Rikoski, Scott Pinarchick, Andrea Hwang, Ama Adams, Martin Crisp, Tom Danielski and Emerson Siegle of Ropes & Gray LLP is serving as legal advisor. Lazard acted as the exclusive financial advisor to Gurnet Point Capital, and Leah Sauter, Chris Hazuka, Matthew Conway, Marissa Boynton, Reza Mojtabaee-Zamani, Katharine Moir, Haim Zaltzman, Jennifer Kent, Patrick English, Ruchi Gill, Wesley Lepla and Peter Handrinos of Latham & Watkins LLP is serving as legal advisor. Matt M. Mauney, Kirkie Maswoswe, Dianna Y. Lee, Janet Andolina and Kyle Pine of Goodwin Procter LLP is serving as legal advisor to Novo Holdings A/S. Sullivan & Cromwell LLP served as legal counsel to Oaktree. Paratek agr eed to pay Moelis certain fees for its services in connection with the Merger, comprised of an opinion fee of $1 million, which became payable upon Moelis? informing Paratek that it was prepared to deliver its opinion on June 6, 2023 and which shall be offset against the transaction fee referred to below, and (ii) a transaction fee, which shall become payable upon consummation of the Merger. The transaction fee is calculated by reference to the fully diluted enterprise value of Paratek implied by the Merger and is currently estimated to be [approximately $9.4 million]. American Stock Transfer & Trust Company, LLC acted as Paratek?s transfer agent. Paratek engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting, for a fee of approximately $15,000. Moelis & Company LLC acted as due dilience provider to Paratek.

Gurnet Point Capital Limited and Novo Holdings A/S acquired acquire Paratek Pharmaceuticals, Inc. (NasdaqGM:PRTK) from a group of shareholders on September 21, 2023.