INTRODUCTION
This Amendment No. 4 (this Amendment No. 4), which amends and supplements the Rule 13E-3
Transaction Statement on Schedule 13E-3 filed on June 30, 2023 with the Securities and Exchange Commission (the SEC) (as amended by Amendment No. 3 filed with the SEC on September 11, 2023,
Amendment No. 2 filed with the SEC on August 3, 2023 and Amendment No. 1 filed with the SEC on July 28, 2023, the Schedule 13E-3 or Transaction Statement), is being filed with the SEC pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Exchange Act), jointly by the following persons (each, a Filing Person,
and collectively, the Filing Persons): (i) Paratek Pharmaceuticals, Inc. (the Company), a Delaware corporation and the issuer of the common stock, par value $0.001 per share (the Company Common
Stock), that is subject to the Rule 13e-3 transaction, (ii) GPC WH Fund LP, a Delaware limited partnership (the Guarantor); (iii) Resistance GP LLC, a Delaware limited
liability company (Resistance GP); (iv) Novo Holdings A/S, a Danish limited liability company (Novo Holdings); (v) Resistance TopCo L.P. a Delaware limited partnership (TopCo); (vi) Resistance
Holdings, Inc., a Delaware corporation (Resistance Holdings); (vii) Resistance Intermediate, Inc., a Delaware corporation (Resistance Intermediate); (viii) Resistance Acquisition, Inc., a Delaware corporation
(Parent); (ix) Resistance Merger Sub, Inc., a Delaware corporation (Merger Sub and, together with the Guarantor, Resistance GP, Novo Holdings, TopCo, Resistance Holdings, Resistance Intermediate and Parent, the
Parent Entities); and (x) Evan Loh. The Parent Entities are Filing Persons of this Transaction Statement because they may be deemed to be affiliates of the Company under a possible interpretation of the SEC rules governing
going-private transactions.
On June 6, 2023, Parent, Merger Sub and the Company entered into an Agreement and Plan of Merger (as
amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), which provides for, among other things, the merger of Merger Sub with and into the Company (the Merger), with the
Company surviving the Merger as a direct wholly-owned subsidiary of Parent. On August 2, 2023, the Company filed with the SEC a definitive proxy statement (the Proxy Statement) under Regulation 14A of the Exchange Act,
relating to a special meeting of the stockholders of the Company (the Special Meeting) at which the stockholders of the Company will consider and vote upon a proposal to approve and adopt the Merger Agreement and cast a non-binding, advisory vote to approve certain items of compensation that are based on or otherwise related to the Merger and may become payable to certain named executive officers of the Company under existing
agreements with the Company. Concurrently with the filing of this Amendment No. 3, the Company is filing definitive additional materials under Regulation 14A of the Exchange Act (a copy of which is attached hereto as Exhibit (a)(2)(iii)) to amend
and supplement the Proxy Statement. The adoption of the Merger Agreement will require the affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote on such matters at a stockholders meeting duly
called and held for such purpose. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i). A copy of the Merger Agreement is attached as Annex A to the Proxy Statement and incorporated herein by reference.
Under the terms of the Merger Agreement, if the Merger is completed, each Share, other than as provided below, will be 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 (y) one contractual contingent value right
(a CVR) that shall represent the right to receive $0.85 upon the satisfaction of certain conditions, pursuant to a Contingent Value Rights Agreement (the CVR Agreement) to be entered into between Parent and a
rights agent selected by Parent and reasonably acceptable to the Company (the Rights Agent) (the Cash Consideration and one CVR, collectively, the Merger Consideration). The following company Common Stock will
not be converted into the right to receive the per Share Merger Consideration in connection with the Merger: (i) each Share held in the treasury of the Company or owned by the Company or any direct or indirect wholly-owned subsidiary of the
Company and each Share owned by Parent, Merger Sub or any direct or indirect wholly-owned subsidiary of Parent or Merger Sub immediately prior to the effective time of the Merger (the Effective Time) or (ii) Company Common
Stock outstanding immediately prior to the Effective Time and held by stockholders who are entitled to demand, and properly demand, appraisal for such Company Common Stock in accordance with Section 262 of the Delaware General Corporation Law.
On June 6, 2023, concurrently with the execution and delivery of the Merger Agreement, certain management employees and former management employees
of the Company (the Subscribers) entered into a subscription agreement (the Subscription Agreement) with TopCo and the Company, pursuant to which, immediately after the Effective Time, each Subscriber subscribes
for a number of non-voting common units of TopCo based on the Subscribers gross, pre-tax payments under the Companys Revenue Performance Incentive Plan that
become due in connection with the closing. For certain Subscribers, the Subscription Agreement further provides that the equity award consideration that becomes payable after the closing pursuant to the terms of the Merger Agreement may be settled
in the form of cash or vested non-voting common units of TopCo with a fair market value, as of the payment date, equal to the amount of equity award consideration that has become payable; provided, that the
Company will retain a number of TopCo units sufficient to satisfy all withholding taxes that become due with respect to the equity award consideration.
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