Correspondence 0001193125-23-201860 from Paratek Pharmaceuticals, Inc. (CIK 0001178711)
Paratek Pharmaceuticals, Inc. (CIK 0001178711)
Date: Aug. 2, 2023 · CIK: 0001178711 · Accession: 0001193125-23-201860
AI Filing Summary & Sentiment
File numbers found in text: 001-36066
Letter
VIA EDGAR Division of Corporation Finance Office of Mergers & Acquisitions Attention: Perry Hindin, Special Counsel Amendment No. 1 to Schedule 13E-3 filed July 28, 2023 File No. 005-81821 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A File No. 001-36066
Dear Mr. Hindin:
We are submitting this letter on behalf of Paratek Pharmaceuticals, Inc. (the “Company”) in response to an oral comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by on July 31, 2023, with regard to Amendment No. 1 to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Commission on July 28, 2023 (the “Amended Preliminary Proxy Statement”) and Amendment No. 1 to the transaction statement on Schedule 13E-3 filed with the Commission on July 28, 2023 (the “Amended Schedule 13E-3”) by the Company, GPC WH Fund LP, Novo Holdings A/S, Resistance GP LLC, Resistance TopCo L.P., Resistance Holdings, Inc., Resistance Intermediate, Inc., Resistance Acquisition, Inc., Resistance Merger Sub, Inc. and Evan Loh, M.D. (collectively, the “13E-3 Filing Persons”).
In connection with this letter responding to the Staff’s comment, the Company is filing the Definitive Proxy Statement (the “Definitive Proxy Statement”) and the 13E-3 Filing Persons are filing Amendment No. 2 to the Schedule 13E-3 (the “Amended Schedule 13E-3”). The Definitive Proxy Statement and the Amended Schedule 13E-3 reflect revisions made in response to the comment of the Staff and the updating of other information.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosures under the heading “Special Factors—Considerations of the Company Board and Procedural Safeguards with respect to the Contemplated Transactions” appearing on page 46 of the Definitive Proxy Statement.
* * *
Please do not hesitate to contact me at (617) 235-4824 if you have any questions.
Sincerely,
/s/ Tara Fisher Oh
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CORRESP 1 filename1.htm CORRESP ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM August 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Perry Hindin, Special Counsel Re: Paratek Pharmaceuticals, Inc. Amendment No. 1 to Schedule 13E-3 filed July 28, 2023 File No. 005-81821 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A File No. 001-36066 Dear Mr. Hindin: We are submitting this letter on behalf of Paratek Pharmaceuticals, Inc. (the “Company”) in response to an oral comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by on July 31, 2023, with regard to Amendment No. 1 to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Commission on July 28, 2023 (the “Amended Preliminary Proxy Statement”) and Amendment No. 1 to the transaction statement on Schedule 13E-3 filed with the Commission on July 28, 2023 (the “Amended Schedule 13E-3”) by the Company, GPC WH Fund LP, Novo Holdings A/S, Resistance GP LLC, Resistance TopCo L.P., Resistance Holdings, Inc., Resistance Intermediate, Inc., Resistance Acquisition, Inc., Resistance Merger Sub, Inc. and Evan Loh, M.D. (collectively, the “13E-3 Filing Persons”). In connection with this letter responding to the Staff’s comment, the Company is filing the Definitive Proxy Statement (the “Definitive Proxy Statement”) and the 13E-3 Filing Persons are filing Amendment No. 2 to the Schedule 13E-3 (the “Amended Schedule 13E-3”). The Definitive Proxy Statement and the Amended Schedule 13E-3 reflect revisions made in response to the comment of the Staff and the updating of other information. The Company respectfully acknowledges the Staff’s comment and has revised the disclosures under the heading “Special Factors—Considerations of the Company Board and Procedural Safeguards with respect to the Contemplated Transactions” appearing on page 46 of the Definitive Proxy Statement. * * * Please do not hesitate to contact me at (617) 235-4824 if you have any questions. Sincerely, /s/ Tara Fisher Oh Tara Fisher Oh cc: Bill Haskel, Esq. (Paratek Pharmaceuticals, Inc.) Christopher Comeau (Ropes & Gray LLP)