DuPont to Acquire Tarsus Pharmaceuticals for $1.1B

TL;DR

DuPont is buying Tarsus for $1.1B ($10.50/share cash deal).

AI Summary

Tarsus Pharmaceuticals, Inc. announced on April 19, 2024, that it has entered into a definitive agreement to be acquired by E.I. du Pont de Nemours and Company. The transaction is valued at approximately $1.1 billion, with each outstanding share of Tarsus common stock to be converted into the right to receive $10.50 per share in cash.

Why It Matters

This acquisition by DuPont signifies a major consolidation in the pharmaceutical sector, potentially impacting the development and availability of Tarsus's products.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction.

Key Numbers

• $1.1B — Acquisition Value (Total price DuPont is paying for Tarsus Pharmaceuticals.)
• $10.50 — Per Share Price (Cash amount each Tarsus shareholder will receive.)

Key Players & Entities

• Tarsus Pharmaceuticals, Inc. (company) — Company being acquired
• E.I. du Pont de Nemours and Company (company) — Acquiring company
• $1.1 billion (dollar_amount) — Total acquisition value
• $10.50 (dollar_amount) — Per share cash price
• April 19, 2024 (date) — Date of definitive agreement

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share TARS The Nasdaq Sto
• $75 million — al term loan in the principal amount of $75 million (the "Tranche A Loan") which was funded
• $25 m — ny's option, in principal amounts up to $25 million, $50 million and $50 million, res
• $50 million — in principal amounts up to $25 million, $50 million and $50 million, respectively, subject
• $50 m — unts up to $25 million, $50 million and $50 million, respectively, subject to customa

Filing Documents

• tars-20240419.htm (8-K) — 34KB
• exhibit991-refinancedebt.htm (EX-99.1) — 6KB
• exhibit991-refinancedebt001.jpg (GRAPHIC) — 187KB
• exhibit991-refinancedebt002.jpg (GRAPHIC) — 187KB
• 0001819790-24-000050.txt ( ) — 686KB
• tars-20240419.xsd (EX-101.SCH) — 2KB
• tars-20240419_lab.xml (EX-101.LAB) — 22KB
• tars-20240419_pre.xml (EX-101.PRE) — 13KB
• tars-20240419_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 19, 2024, Tarsus Pharmaceuticals, Inc., a Delaware corporation (the "Company") entered into an agreement with funds managed by Pharmakon Advisors LP, BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, as lenders, and BioPharma Credit PLC, as collateral agent for the lenders, and the guarantors party to such agreement (the "Loan Agreement"). The Loan Agreement provides for an initial term loan in the principal amount of $75 million (the "Tranche A Loan") which was funded on April 19, 2024 (the "Tranche A Closing Date"). The Company utilized a portion of the proceeds from the Tranche A Loan to repay all outstanding indebtedness under its existing loan and security agreement with Hercules Capital, Inc. and Silicon Valley Bank, to pay transaction costs and fees, and the Company intends to use the remaining net proceeds for other general corporate purposes. The Loan Agreement also provides for three potential additional term loan tranches, to be drawn at the Company's option, in principal amounts up to $25 million, $50 million and $50 million, respectively, subject to customary conditions to funding and, in the case of the last two tranches, achieving minimum net sales milestones (each such additional term loan, a "Subsequent Tranche Loan" and, collectively with the Tranche A Loan, the "Term Loans" and each, a "Term Loan"), which may be requested on or prior to December 31, 2024, June 30, 2025 and December 31, 2025, respectively. The Term Loans will mature on April 19, 2029 (the "Maturity Date"). Interest on the funded Term Loans is paid quarterly in arrears until the Maturity Date, with the unpaid principal amount of outstanding Term Loans due and payable on the Maturity Date. The funded Term Loans will bear interest at a floating rate based upon the 90-day average secured overnight financing rate ("SOFR"), plus a margin of 6.75% per annum. SOFR is subject to a 3.75% floor. The Co

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 23, 2024, the Company issued a press release announcing the Loan Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated April 23, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TARSUS PHARMACEUTICALS, INC. Date: April 23, 2024 /s/ Jeffrey S. Farrow Jeffrey S. Farrow Chief Financial Officer and Chief Strategy Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR