Introductory Note
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2025, Revance Therapeutics, Inc., a Delaware corporation (“Revance” or the “Company”), entered into a second amendment to the Amended and Restated Agreement and Plan of Merger, dated December 7, 2024 (previously amended as of December 11, 2024, and as amended, the “A&R Merger Agreement”), by and among the Company, Crown Laboratories, Inc. a Delaware corporation (“Parent”) and Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”). The A&R Merger Agreement amends and restates the Agreement and Plan of Merger (the “Original Agreement”), dated as of August 11, 2024, by and among the Company and the Buyer Parties. Capitalized terms used herein but not otherwise defined have the meaning set forth in the A&R Merger Agreement.
Item 1.01 Entry into a Material Definitive Agreement.
On February 6, 2025, the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), entered into the first supplemental indenture, dated as of February 6, 2025 (the “First Supplemental Indenture”), to the base indenture, dated as of February 14, 2020 (the base indenture as so supplemented, the “Indenture”), relating to the Company’s 1.75% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”).
As a result of the Merger, and pursuant to the First Supplemental Indenture, from and after the Effective Time, the 2027 Convertible Notes are no longer convertible into shares of the Company’s common stock. Rather, a holder’s right to convert each $1,000 principal amount of the 2027 Convertible Notes into shares of the Company’s common stock has been changed to the right to convert such principal amount solely into a number of units of Reference Property (as defined in the Indenture) in an aggregate amount equal to the conversion rate of the 2027 Convertible Notes, in effect on the applicable conversion date (subject to any adjustments pursuant to the terms of the Indenture), with each unit of Reference Property consisting of $3.65 in cash. The foregoing descriptions of the Indenture and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text of the Indenture as incorporated by reference in Exhibit 4.2 of Revance’s most recent Annual Report on Form 10-K. A copy of the First Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
Pursuant to the A&R Merger Agreement, and upon the terms and subject to the conditions thereof, on December 12, 2024, Merger Sub commenced a tender offer (as amended and/or supplemented from time to time as permitted by the A&R Merger Agreement, the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock,” each a “Share” and collectively, the “Shares”), other than Shares held by Parent, Merger Sub or their affiliates (as defined in Section 251(h) of the DGCL) and Dissenting Shares, at a price of $3.65 per Share (such amount per Share, the “Offer Price”), in cash, without interest and less any applicable tax withholding.
The Offer expired as scheduled at one (1) minute after 11:59 p.m., Eastern Time, on February 4, 2025. Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer, advised that, as of the expiration of the Offer, a total of 86,197,893 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 82% of the outstanding Shares other than the Excluded Shares. On February 6, 2025, Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn.
The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition. As all the remaining conditions to the Merger set forth in the A&R Merger Agreement were satisfied or waived, and on February 6, 2025, Merger Sub merged with and into Revance pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”), with Revance being the surviving corporation (the “Merger,” and together with the Offer, the “Transaction”). At the effective time of the Merger (the “Effective Time”), each Share (other than the Excluded Shares) converted into the right to receive an amount in cash equal to the Offer Price, net to the holder of such Share in cash, without interest and subject to any required withholding of taxes.
In addition, at the Effective Time, (i) each Vested Company RSU and Vested Company RSA that is subject to service-based vesting conditions and outstanding or that vests in accordance with its terms as a result of the consummation of the Merger, and each Director RSA was canceled and converted into the right to receive a lump sum payment, without interest thereon and subject to applicable withholding taxes, equal to, (a) with respect to each Vested Company RSU, the product of
