HealthCor Catalio Acquisition Corp.

HealthCor Catalio Acquisition Corp.

Jan 11, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Hyperfine, Inc.

ENTERPRISE VALUE: $581.3 million
ANTICIPATED SYMBOL: HYPR

HealthCor Catalio Acquisition Corp. proposes to combine with Hyperfine, Inc., creator of the first U.S. Food and Drug Administration (“FDA”) cleared portable magnetic resonance imaging (“MRI”) device, Swoop™, and Liminal Sciences, Inc. (“Liminal”), a medical device development company dedicated to non-invasive measurement of key vital signs in the brain.

Hyperfine is an innovative medical technology business with a mission to provide affordable and accessible imaging and monitoring to revolutionize healthcare for people around the world. Hyperfine’s FDA-cleared, commercially available Swoop™ imaging system can be used by healthcare professionals to make fast, effective clinical diagnoses. The easy-to-use interface and portable design make it accessible for use in hospitals, clinics, and other settings outside of the conventional MRI suite. Hyperfine employs a simple subscription-based business model and supports imaging at a fraction of the costly outlay associated with conventional MRI systems.

Liminal’s vision is to make brain monitoring as simple as taking blood pressure measurements. The company is developing an advanced, non-invasive technology to monitor brain vital signs, including blood flow and pressure. There are significant clinical opportunities for non-invasive brain monitoring to help patients across the care continuum, including immediate applications in traditional care settings such as intensive care units (ICUs); long term potential in new care settings such as operating room (OR), emergency room (ER), and outpatient care; and eventually the possibility to monitor patients at home, subject to regulatory authorization.


TRANSACTION

  • The business combination values the combined entity at a total enterprise value of approximately $580 million upon closing and is expected to position the combined entity with approximately $375 million of cash to drive the business through its investment phase and to positive cash flow, assuming no redemptions.
  • The combined company’s estimated cash balance will consist of $207 million from the SPAC trust fund, $126 million from PIPE investors, and $66 million from the balance sheets of Hyperfine and Liminal, less $24 million transaction expenses.
  • Pro forma following the business combination and the PIPE, the securityholders of Hyperfine and Liminal are expected to own approximately 59% of the combined company, assuming no redemptions.

healthcor trans overview


PIPE

  • $126 million PIPE at $10.00 per share with participation from leading institutional investors including HealthCor Management LP, Catalio Capital Management, Perceptive Advisors, Avidity Partners, Eldridge, accounts managed by ARK Investment Management LLC (“ARK”), Deerfield Management, and Bain Capital Public Equity, LP.

EARNOUT

  • In addition to the consideration to be paid at the closing of the Business Combination, holders of Hyperfine or Liminal common stock (on a fully-diluted and as-converted to common stock basis) will be entitled to receive 10,000,000 shares of New Hyperfine Class A common stock (valued at $10.00 per share) if the closing price of shares of New Hyperfine Class A common stock is equal to or greater than $15.00 for a period of at least 20 days out of 30 consecutive trading days during the period between the Closing Date and the third anniversary of the Closing Date.

SUPPORT AGREEMENT

  • HC Sponsor LLC (the “Sponsor”), Joseph Healey, Michael Weinstein, Christopher Wolfgang, Taylor Harris, HealthCor, Hyperfine and Liminal entered into a sponsor letter agreement, dated as of July 7, 2021 (the “Sponsor Letter Agreement”)
    • Vote in favor of the transaction proposals (including the proposal to approve the Business Combination Agreement and the related transactions contemplated therein) at the Special Meeting
    • Be bound by certain transfer restrictions with respect to his, her or its HealthCor equity securities prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

NOTABLE CONDITOINS TO CLOSING

  • The aggregate cash proceeds available for release from HealthCor’s trust account (after giving effect to any redemptions of public shares, if any), together with the proceeds from the PIPE Financing, if any, equaling no less than $125,000,000

NOTABLE CONDITIONS TO TERMINATION

  •  January 6, 2022 (the “Termination Date”)

ADVISORS

  • J.P. Morgan is acting as exclusive financial advisor to Hyperfine and Liminal.
  • Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal advisor to Hyperfine and Liminal.
  • Jefferies LLC acted as financial advisor to HealthCor Catalio Acquisition Corp.
  • Jefferies LLC and Evercore Group L.L.C. acted as capital markets advisors and co-lead placement agents to HealthCor Catalio Acquisition Corp. in connection with the private placement.
  • Wells Fargo Securities also acted as capital markets advisor and placement agent to HealthCor Catalio Acquisition Corp. in connection with the private placement.
  • Kirkland & Ellis LLP and Paul Hastings LLP are serving as legal advisors to HealthCor Catalio Acquisition Corp. and the private placement agents.

MANAGEMENT & BOARD


Executive Officers

Art Cohen, 59 [Appointed 8/11/21]
Chief Executive Officer & Director

Mr. Cohen, is a co-founder and portfolio manager of HealthCor Management, L.P. (“HealthCor”). Prior to HealthCor, Mr. Cohen was a portfolio manager at S.A.C. Capital Advisors, LLC (“SAC”) from January 2000 through March 2005. Prior to SAC, from 1995 to 2000, Mr. Cohen was responsible for healthcare investments as a managing director at Tiger Management. Prior to Tiger Management, from 1993 to 1995, Mr. Cohen was a vice president and investment officer at JW Seligman, a vice president at Bank of New York from 1991 to 1993, and an assistant portfolio manager/analyst of the MSB Fund from 1987 to 1991. Mr. Cohen graduated from the University of Virginia in 1983 with a B.A. in commerce and received his M.B.A. in banking and finance from Hofstra University in 1986.


Christopher Gaulin, 45 [Resigned 8/11/21]
Chief Executive Officer & Director

Mr. Gaulin is a Portfolio Manager at HealthCor. Mr. Gaulin joined HealthCor in 2018 from Soros Fund Management where he managed the firm’s healthcare equity investments. Prior to Soros, Mr. Gaulin spent 14 years at Maverick Capital, most recently as Healthcare Sector Head. As Healthcare Sector Head, Mr. Gaulin was responsible for managing the firm’s multi-billion healthcare equity portfolio and served as a member of Maverick’s Stock Committee and Advisory Committee. Prior to leading the healthcare team at Maverick, Mr. Gaulin ran the firm’s small cap portfolio for three years. Mr. Gaulin joined Maverick in 2003 as a Senior Analyst covering the consumer and business services sectors. Prior to Maverick, Mr. Gaulin was a Senior Analyst at JP Morgan. Mr. Gaulin graduated with a B.S. in Finance from Boston College in 1997.


Christine Clarke, 42
Chief Financial Officer

Ms. Clarke joined HealthCor in 2006 and has served as the Chief Financial Officer since 2007. Ms. Clarke’s responsibilities include accounting, operational, and human resources and she serves on the Executive, Valuation, Compliance, Expense, Best Execution, and Risk Committees. Prior to joining HealthCor, Ms. Clarke was the Controller at Narragansett Management, L.P. from 2004 to 2006. From 2000 until 2004, Ms. Clarke was an Assurance Senior Associate at PricewaterhouseCoopers, LLP where she conducted audits of investment management clients. Ms. Clarke received a B.S. in Accounting from Fordham University in 2000 and is also a Certified Public Accountant.


George Petrocheilos, 29
President

Mr. Petrocheilos is the Co-Founder and Co-Managing Partner of Catalio. Prior to Catalio, Mr. Petrocheilos was a General Partner at Camden Partners from 2014 through 2020, where he created and co-managed the Nexus life sciences strategy with Dr. Jacob Vogelstein. Mr. Petrocheilos currently serves on the Boards of several private biotechnology companies, including MindX Corp., Spiral Therapeutics, WindMIL Therapeutics, Sisu Global, and LifeSprout Bio. Mr. Petrocheilos also serves on the Board of Trustees of Kennedy Kreiger Institute, a Johns Hopkins Medicine affiliate. Mr. Petrocheilos graduated from Johns Hopkins University in 2013 with a B.A. in Financial Economics.


Board of Directors

Joseph Healey, 54
Director (Chairman)

Mr. Healey is a Co-Founder and Portfolio Manager of HealthCor. Prior to HealthCor, Mr. Healey was a Portfolio Manager at SAC from January 2000 through March 2005. Prior to SAC, from 1997 to 2000, Mr. Healey was a health care Portfolio Manager at Kingdon Capital Management, and from 1992 until 1997 he was an Analyst and Portfolio Manager at Dreyfus Corporation. Mr. Healey also served as a First Lieutenant in the U.S. Army Medical Service Corp at the Walter Reed Army Medical Center from 1988 to 1992. Mr. Healey graduated from Boston University in 1988 with a B.A. in Biomedical Engineering and received his M.S. in Technology Management from the University of Maryland in 1993. Mr. Healey became a Chartered Financial Analyst (CFA) in 1996.


Benjamin Snedeker, 45 [Appointed 8/11/21]
Director


Avi Horev, 46 [Resigned 8/11/21]
Director

Mr. Horev is a Senior Partner and Portfolio Manager of HealthCor. Mr. Horev joined HealthCor at the time of its launch in 2005. From 2003 to 2005, Mr. Horev worked with Art Cohen and Mr. Healey’s team as a medical device research analyst at SAC. Prior to working at SAC, Mr. Horev was a health care equity research analyst at JP Morgan from 1997 to 2003. Mr. Horev graduated with a B.S. in Finance from Lehigh University in 1997.


Dr. Kenan Turnacioglu, 50
Director 

Dr. Turnacioglu is a General Partner at Catalio, where he also serves on the Investment Committee. Dr. Turnacioglu is also the Chairman of PaigeAI, a machine learning pathology company spun out of Memorial Sloan Kettering. In 2011, Dr. Turnacioglu co-founded PointState Capital, LP and managed the portfolios and investment teams in Healthcare and Consumer sectors, before departing in 2018. From 2001 to 2010, Dr. Turnacioglu worked at Duquesne Capital Management, LLC managing healthcare investments. While at these positions, Dr. Turnacioglu also served on the boards of StemCentrx from 2013 to 2016, Agensys from 2004 to 2007, and NYU Langone Cancer Center from 2010 to 2015. From 1998 to 2000, Dr. Turnacioglu worked at Credit Suisse as an analyst on the biotech team. Dr. Turnacioglu earned a B.A. from Rutgers University, and a Ph.D from the University of Pennsylvania, before becoming a Post-Doctoral Fellow at Johns Hopkins University.


Michael Weinstein, 50
Director 

Mr. Weinstein is Senior Vice President, Strategy and a member of the Executive Committee at Medtronic PLC, one of the world’s leading medical technology companies. In this role, Mr. Weinstein oversees global strategy for Medtronic, including providing counsel and input on business development, capital deployment, and the overall strategic direction of Medtronic’s businesses. Prior to joining Medtronic, Mr. Weinstein spent 25 years at J.P. Morgan & Co., where as a Managing Director he led the firm’s Healthcare group within Equity Research. Mr. Weinstein joined J.P. Morgan in 1992 and was the firm’s senior medical technology analyst from 1995 to 2018. Mr. Weinstein is a 14-time #1 ranked analyst in the annual surveys of both Institutional Investor and Greenwich Associates. In 2013, he was named to the Institutional Investor Hall of Fame. Mr. Weinstein received his bachelor’s degree in International Management from Georgetown University.


Dr. Christopher Wolfgang, 54
Director 

Christopher Wolfgang MD, PhD is the John L. Cameron Professor of Surgery and the Chief of Pancreatic Surgery at Johns Hopkins Medicine. Dr. Wolfgang holds additional appointments including a Professor of Pathology and Oncology at the Johns Hopkins School of Medicine. Dr. Wolfgang was elected into both the Miller-Coulson Academy of Clinical Excellence and the Distinguished Teaching Society of the Johns Hopkins School of Medicine. Dr. Wolfgang is recognized as one of the world’s leading experts and thought leaders in pancreatic cancer clinical care and basic research. Dr. Wolfgang is one of the most experienced pancreatic surgeons world-wide, personally having performed over 1200 Whipple operations. Dr. Wolfgang is considered one of the go-to surgeons for pancreatic cancer with vascular involvement and has led his group in pushing the envelope for vascular reconstruction as part of pancreatic cancer resection and in resecting pancreatic cancer metastatic to the liver. In addition to his clinical activity, Dr. Wolfgang runs a research program focused on the understanding of metastatic spread?—?the most important reason for treatment failure following tumor removal. Dr. Wolfgang has published over 400 peer-reviewed research articles and has a Google Scholar H-index of 97 with over 40,000 citations of his work. Dr. Wolfgang graduated from Temple University School of Medicine in 1998 with a combined MD and PhD degree (biochemistry). In January 2020, Dr. Wolfgang assumed the role of Chief of Pancreatic Surgery at NYU Langone in Manhattan, New York.


Taylor Harris, 44
Director 

Mr. Harris served as the Chief Financial Officer for MyoKardia, Inc., from April 2018 until that company’s acquisition by Bristol Myers Squibb in November 2020. At Myokardia, Mr. Harris led the finance, accounting, information technology, facilities, quality, corporate communications and investor relations functions. Previously, Mr. Harris served as Senior Vice President and Chief Financial Officer of Zeltiq Aesthetics, Inc., until that company’s acquisition by Allergan plc. During that time, he was responsible for global finance, accounting, tax, treasury, investor relations, and information technology functions, as well as the company’s commercial operations, including customer service, product support, and inside sales. Prior to Zeltiq, Mr. Harris served as Vice President and Chief Financial Officer at Thoratec Corporation (acquired by St. Jude Medical, Inc.). Prior to joining Thoratec, Mr. Harris worked at JPMorgan Chase & Co. for over a decade in several capacities, including as a Vice President in the firm’s Healthcare Investment Banking and Equity Research departments. Mr. Harris holds a Bachelor of Arts in Physics and Economics from the University of North Carolina at Chapel Hill, where he studied as a Morehead-Cain Scholar.