United States securities and exchange commission logo
July 20, 2023
Bill Haskel, Esq.
Chief Legal Officer, General Counsel and Corporate Secretary
Paratek Pharmaceuticals, Inc.
75 Park Plaza
3rd Floor
Boston, MA 02116
Re: Paratek
Pharmaceuticals, Inc.
Schedule 13E-3
filed June 30, 2023
File No. 005-81821
Preliminary Proxy
Statement on Schedule 14A
File No. 001-36066
Dear Bill Haskel:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All comments below refer to the preliminary proxy statement.
Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each
filed June 30, 2023
Background of the Merger, page 23
1. Refer to the third to
last paragraph on page 39. Disclosure indicates that Moelis updated
the Company Board on
its discussions with Party D, including its current progress in
diligence and that
Moelis had reminded Party D multiple times that it would not likely
have as long as its
expected timeline to make a binding proposal to the Company. Please
disclose the outcome of
discussions with Party D.
Bill Haskel, Esq.
FirstName LastNameBill Inc.
Haskel, Esq.
Paratek Pharmaceuticals,
Comapany
July NameParatek Pharmaceuticals, Inc.
20, 2023
July 20,
Page 2 2023 Page 2
FirstName LastName
Considerations of the Company Board and Procedural Safeguards with respect to
the
Contemplated Transactions, page 40
2. Refer to the following disclosure:
the Company Board unanimously (i) determined that the Merger
Agreement and
the Contemplated Transactions are fair to, and in the best
interests of, the Company
and the holders of Shares (page 40)
the Parent Entities believe that the Merger is substantively
fair to the Company
stockholders (page 60)
Dr. Loh believes that the Merger is substantively and
procedurally fair to the
Public Stockholders (page 63). We note that Public
Stockholders is defined to
mean Company stockholders that are not Management Stockholders,
or those
certain members of the Company s management team, including Dr.
Loh, holding an
aggregate of 4.73% of the outstanding Company Common Stock that
entered into the
Voting Agreement.
In each of the above instances, the disclosure does not appear to
satisfy the obligations of
filing persons to provide the disclosure described in Item 1014(a) of
Regulation M-A.
Please refer to Exchange Act Rule 13e-3(d) and (e) and Item 8 of
Schedule 13E-3, along
with the definitions of affiliate and unaffiliated security
holder in Exchange Act Rule
13e-3(a)(1) and (a)(4), respectively. Please revise accordingly.
3. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be
discussed in reasonable detail.
See Question Nos. 20 and 21 of Exchange Act Release No. 34-17719 (Apr.
13, 1981). It
does not appear that the Board s, Parent Entities or Dr. Loh s
analyses include the factors
described in clauses (iii), (iv), (v) and (viii) of Instruction 2 to
Item 1014 or explain why
such factors were not deemed material or relevant to each filing
person s fairness
determination. Please revise to include such discussion. In addition,
if the procedural
safeguard in Item 1014(c) was not considered by the filing persons,
please explain why
the Board, Parent Entities and Dr. Loh believe that the Rule 13e-3
transaction is fair in the
absence of such safeguard. We note that the Parent Entities have
expressly adopted the
Board s discussion of its analysis and resulting conclusions. To the
extent that Dr. Loh
intends to similarly rely on the Board s analysis as opposed to
describing his analysis in
detail, he also must expressly adopt such discussion. Please revise
accordingly.
Certain Company Management Forecasts, page 44
4. Disclosure on page 44 discusses three key assumptions underlying
the Forecasts. Please
quantify such assumptions, where practicable, for the various forecast
scenarios disclosed
on pages 45 through 50. Please also quantify any additional
assumptions referenced in
this section. For example, but without limitation, the discussion on
page 48 of the
December 2022 Long-Range Plan indicates that at the direction of
Company
management, Moelis calculated, from the December 2022 Long-Range Plan
Forecasts and
Bill Haskel, Esq.
FirstName LastNameBill Inc.
Haskel, Esq.
Paratek Pharmaceuticals,
Comapany
July NameParatek Pharmaceuticals, Inc.
20, 2023
July 20,
Page 3 2023 Page 3
FirstName LastName
based on information and assumptions provided by Company management,
unlevered
after-tax free cash flow as set forth below.
Miscellaneous, page 58
5. Disclosure on page 59 indicates that [i]n the past two years prior
to the date hereof,
Moelis has acted as financial advisor to Novo Nordisk A/S in
connection with its
acquisition of Forma Therapeutics Holdings, which was completed in
October 2022, and
for which Moelis received a customary fee. Novo Holdings holds a
material interest in
Novo Nordisk A/S. Please quantify this fee. Refer to Item
1015(b)(4) of Regulation M-
A.
Certain Effects of the Merger, page 65
6. Please provide the disclosure described in Instruction 3 to Item
1013(d) of Regulation M-
A.
Debt Financing, page 80
7. Please provide all of the information described in Item 1007(d) of
Regulation M-A, e.g.
the stated and effective interest rates and the additional information
described in Item
1007(d)(2).
Contingent Value Rights Agreement, page 84
8. Please provide a more detailed discussion of the material terms of the
CVRs and the CVR
Agreement. For example, but without limitation, please provide greater
detail regarding
the permitted deductions, payment under the Company s contract
with ASPR BARDA,
certain government payments and certain royalty revenue so that
shareholders can more
fully ascertain the likelihood of payment under the CVR Agreement and
assess potential
risks to achieving net sales exceeding $320 million on or prior to
December 31, 2026.
Include a discussion regarding the Parent s ability pursuant to
section 2.1 of the CVR
Agreement to demand that the Rights Agent include as CVR Holders
certain record
holders of convertible notes who have elected to convert such notes
into Merger
Consideration. Explain the impact such action may have, if any, on the
likelihood existing
CVR Holders will receive the cash payment. In addition, with a view
towards disclosure,
please also discuss the material risks and uncertainties concerning
the events that must
occur for payments to be issued under the terms of the CVRs, the
contractual rights, if
any, that the CVR Holders may have against Parent and/or the Rights
Agent pursuant to
the CVR Agreement and any limitations on the enforcement of such
rights.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Bill Haskel, Esq.
Paratek Pharmaceuticals, Inc.
July 20, 2023
Page 4
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameBill Haskel, Esq.
Division of
Corporation Finance
Comapany NameParatek Pharmaceuticals, Inc.
Office of Mergers &
Acquisitions
July 20, 2023 Page 4
cc: Tara Fisher
FirstName LastName