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Venture Capital
rtpartners.co

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Investments

1

About RT Partners

RT Partners is a boutique investment firm focused on UK investing in IP-rich technology, with a particular emphasis on bio-tech and genomics.

RT Partners Headquarter Location

United Kingdom

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IMPAX LABORATORIES : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Oct 10, 2014

"),the other stockholders of Tower and Lineage (together with RT Partners and RTInvestors , the "Stockholders"), the holders of options to purchase shares ofTower common stock ("Tower Options") and options to purchase shares of Lineagecommon stock ("Lineage Options", together with the Tower Options, the "Options")(the "Optionholders"), the holders of warrants to acquire shares of Tower commonstock ("Tower Warrants") and warrants to acquire shares of Lineage common stock("Lineage Warrants", together with the Tower Warrants, the "Warrants") (the"Warrantholders") (collectively, the Stockholders, the Optionholders and theWarrantholders, the "Sellers") and, solely with respect to Section 8.3, Roundtable Healthcare Management II, LLC entered into a Stock Purchase Agreement(the "Stock Purchase Agreement") pursuant to which the Company will acquire allthe outstanding shares of common stock of Tower and Lineage, and the Options andWarrants will be cancelled, for a purchase price of $700 million , subject tocustomary adjustments for working capital, net debt and transaction expenses(the "Transaction"). The Closing is subject to the satisfaction or waiver of certain customaryclosing conditions for transactions of this type, including approvals under theHart-Scott-Rodino Antitrust Improvements Act of 1976, the accuracy of therepresentations and warranties, and performance of covenants. Subject to certainlimitations, the Company, on the one hand, and the Sellers, on the other hand,have agreed to indemnify the other for breaches of representations, warrantiesand covenants. The Stock Purchase Agreement contains representations, warranties and covenantscustomary for transactions of this type. The Stock Purchase Agreement also contains customary provisions governingcircumstances under which Sellers or the Company may terminate the StockPurchase Agreement (including the right of the Company or Sellers, as the casemay be, to terminate the Stock Purchase Agreement if the transactionscontemplated therein have not been consummated prior to March 30, 2015 ). TheCompany expects to finance the Transaction from cash on hand and borrowingsunder the Credit Facility (defined below). Following the Closing, which is expected to occur during the six month periodafter the date of the Stock Purchase Agreement, Tower and Lineage will be whollyowned by the Company. The foregoing descriptions of the Stock Purchase Agreement do not purport to becomplete and are qualified in their entirety by reference to the full texts ofthe Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1and is incorporated into this report by reference. Financing In connection with the Stock Purchase Agreement, on October 8, 2014 , the Companyentered into a commitment letter (the "Commitment Letter") with Barclays Bankplc (the "Lender") pursuant to which the Lender has committed to provide a $25.0million senior secured revolving credit facility and a $435.0 million seniorsecured term loan facility (collectively, the "Credit Facility") in an aggregateprincipal amount of up to $460.0 million for the purposes of financing theTransaction and the fees and expenses in connection therewith, on the terms andsubject to the conditions set forth in the Commitment Letter. The obligations ofthe Lenders to provide debt financing under the Commitment Letter is subject toa number of conditions, including (i) absence of a Material Adverse Effect (asdefined in the Stock Purchase Agreement) that would result in a failure of acondition under the Stock Purchase Agreement; (ii) execution and delivery by theCompany of definitive documentation with respect to the debt financingconsistent with the term sheet attached to the Commitment Letter; (iii) theaccuracy of certain specified representations and warranties in the debtdocuments; (iv) concurrent consummation of the Transaction in accordance withthe Stock Purchase Agreement (without giving effect to any amendments to theStock Purchase Agreement or any waivers thereof that are materially adverse tothe lenders under the Credit Facility without the consent of Lender, in itscapacity as lead arranger); (v) delivery of certain customary closing documents(including, among others, a customary solvency certificate), specified items ofcollateral (where applicable) and certain Tower and Lineage financialstatements; and (vi) payment of applicable costs, fees and expenses. The finaltermination date of the Commitment Letter is March 30, 2015 . -------------------------------------------------------------------------------- Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. The information set forth under the heading "Financing" in Item 1.01 in thisCurrent Report on Form 8-K is incorporated into this Item 2.03 by reference. Item 7.01. Regulation FD Disclosure. On October 9, 2014 , the Company issued a press release announcing theTransaction. A copy of the press release is attached as Exhibit 99.1 to thisCurrent Report on Form 8-K and is incorporated into this Item 7.01 by reference. The Company is furnishing the information in this Item 7.01 and in Exhibit 99.1to comply with Regulation FD. The information contained in this Item 7.01,including Exhibit 99.1, shall not be deemed "filed" for any purpose, includingfor the purposes of Section 18 of the Securities Exchange Act of 1934 orotherwise subject to the liabilities of that Section, nor shall such informationbe deemed incorporated by reference into any filing under the Securities Act of1933, regardless of any general incorporation language in such filings. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 2.1 Stock Purchase Agreement, dated October 8, 2014

RT Partners Investments

1 Investments

RT Partners has made 1 investments. Their latest investment was in Arctoris as part of their Seed VC on October 10, 2019.

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RT Partners Investments Activity

investments chart

Date

Round

Company

Amount

New?

Co-Investors

Sources

10/4/2019

Seed VC

Arctoris

$4.2M

Yes

2

Date

10/4/2019

Round

Seed VC

Company

Arctoris

Amount

$4.2M

New?

Yes

Co-Investors

Sources

2

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