Future Health ESG Corp.
SUBSEQUENT EVENT – 11/9/22 – LINK
- In exchange for voting “FOR” the Charter Amendment Proposal and NOT electing to redeem shares at this time, the holder of each non-redeemed share shall receive a warrant for the purchase of one share of the Company’s common stock at an exercise price of $10.00 at any time prior to December 31, 2028 (the “Non-redemption Warrants”).
- The Non-redemption Warrants shall include an antidilution feature wherein the exercise price will be adjusted on the second anniversary of closing a Business Combination (the “Adjustment Date”) to the lower of $10.00 or the volume-weighted average price of the Company’s common stock during the five trading days immediately preceding the Adjustment Date.
- No more than 4,000,000 shares will be accepted into the Non-redemption Incentive Program in the aggregate.
- If elections to participate in the Non-redemption Incentive Program exceed the 4,000,000 share cap, the Non-redemption Warrants will be issued to the participating shareholders on a pro-rata basis, and any excess shares will be immediately redeemed for $[?] as of [?], 2022 in connection with the Special Meeting.
The below-announced combination was terminated on 11/1/22. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Excelera Health, Inc. [Terminated]
ENTERPRISE VALUE: $459 million
ANTICIPATED SYMBOL: XLRA
Future Health ESG Corp. proposes to combine with Excelera Health, Inc.
Excelera is a technology-enabled care delivery platform that equips physicians with precision medicine insights and financial resources to succeed in Medicare’s value-based delivery programs. They earn profits by managing cost in the value chain so that doctors can deliver better care while realizing substantial improvements in their bottom line.
Like Airbnb and Uber for independent homeowners and drivers, Excelera offers a platform that allows physicians to remain independent, but operate with the sophistication of a nationally networked health maintenance organization (HMO). They provide the contracting vehicles, technology, and other necessary services to make our doctors clinically and financially successful.
Their novel Human Insights™ platform combines proprietary machine learning algorithms with genomics and other data to proactively focus on prevention and management of chronic disease. By using Human Insights™ to deliver a 14.1% reduction in cost of care vs the Medicare benchmark, Excelera MSSP ACO (a predecessor plan to Excelera DCE) ranked #8 in care efficiency among all 513 participating MSSP ACOs in 2020. Their Global & Professional Direct Contracting plan went live January 1, 2022 with over twenty-two thousand covered Medicare lives in California and Hawaii.
SUBSEQUENT EVENT – 10/12/22 – LINK
Terminated PIPE:
- On October 7, 2022, Future Health ESG Corp. and Variant Capital Limited, by mutual written agreement, terminated the previously disclosed Subscription Agreement, pursuant to which Variant agreed to purchase an aggregate of 9,090,909 shares of Future Health at a cash purchase price of $11.00 per share immediately prior to the closing of the previously announced business combination.
- Pursuant to the mutual written termination agreement, the Subscription Agreement is of no further force and effect, and all rights and obligations of the parties thereunder have been terminated.
Terminated FPA:
- Also on October 7, 2022, Future Health and Hakim Holding Group Company Limited, by mutual written agreement, terminated the previously disclosed Forward Purchase Agreement, pursuant to which, Hakim agreed to purchase shares of common stock of Future Health in open market purchases at an aggregate purchase price of $20,000,000 prior to the date which is 2 business days prior to the date of the special meeting of Future Health’s stockholders and purchase from Future Health, the requisite number of shares at $11.00 per share to satisfy any unfulfilled portion of the $20,000,000 purchase commitment.
- Pursuant to the mutual written termination agreement, the Forward Purchase Agreement is of no further force and effect, and all rights and obligations of the parties thereunder have been terminated.
TRANSACTION
- The transaction values the combined company at an initial enterprise value of approximately $459 million, a multiple of 1.3x annualized Q1 22 revenues of $352 million.
- Excelera’s shareholders will own approximately 64%, Future Health shareholders will own approximately 21%, PIPE investors will own approximately 10%, and Future Health’s sponsors will own approximately 5% of the issued and outstanding shares of common stock of the combined company.
PIPE
- Subsequent Event – On October 7, 2022, Future Health ESG Corp. and Variant Capital Limited, by mutual written agreement, terminated the previously disclosed Subscription Agreement, pursuant to which, among other things, Variant agreed to purchase an aggregate of 9,090,909 shares of common stock of Future Health at a cash purchase price of $11.00 per share immediately prior to the closing of the previously announced business combination.
- $100 million fully subscribed private placement (PIPE) of common stock of the combined company, priced at $11.00 per share.
EARNOUT
- Earn-out of 20 million additional shares will be payable when the Company achieves $150 million in revenue for any calendar quarter prior to the fifth anniversary of the closing.
FORWARD PURCHASE AGREEMENT
- Subsequent Event – On October 7, 2022, Future Health and Hakim Holding Group Company Limited, by mutual written agreement, terminated the previously disclosed Forward Purchase Agreement, pursuant to which, Hakim agreed to purchase shares of common stock of Future Health in open market purchases at an aggregate purchase price of $20,000,000 prior to the date which is 2 business days prior to the date of the special meeting of Future Health’s stockholders and purchase from Future Health, the requisite number of shares at $11.00 per share to satisfy any unfulfilled portion of the $20,000,000 purchase commitment.
- PIPE investors have also entered into a forward purchase agreement to acquire an additional $20 million of FHLT shares on the open market prior to closing of the transaction.
LOCK-UP
- Company and Sponsor
- One year after the Closing, or with respect to 1/3 of the Lock-up Shares in each instance, the dates subsequent to the Closing on which the price of the Company’s common stock equals or exceeds a target price of $12.00, $13.00 and $14.00 per share.
- The Lock-up Agreement further provides that no more than 1/3 of originally issued lockup shares may be transferred within any continuous 90-day period.
NOTABLE CONDITIONS TO CLOSING
- The consummation of the Business Combination is conditioned upon the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination.
- There is no minimum cash at closing condition.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated by either FHLT or Excelera Health if the Business Combination is not consummated by December 9, 2022.
ADVISORS
- Cantor Fitzgerald & Co., is acting as capital markets advisor to Future Health.
- BTIG, LLC is acting as capital markets advisor to Future Health.
- Roth Capital Partners, LLC is acting as capital markets advisor to Future Health.
- Buchanan Ingersoll & Rooney PC is serving as legal counsel to Excelera
- McDermott Will & Emery LLP is serving as legal counsel to Future Health.
MANAGEMENT & BOARD
Executive Officers
Bradley A. Bostic, 46
Chief Executive Officer and Director
From its inception in March 2020 until January 2021, Brad served as a co-founder and Board of Directors member of Novus Capital Corporation, which combined with agtech pioneer AppHarvest (NASDAQ: APPH; APPHW) funding the deployment of disruptive controlled environment farming technology to grow pesticide-free fruits and vegetables. Mr. Bostic has served as the Chairman and Chief Executive Officer of hc1.com, Inc. since founding the company in 2011. More than 1,000 health systems and diagnostic laboratory sites utilize hc1’s machine-learning powered software. Mr. Bostic has been responsible for forging strategic hc1 partnerships with global healthcare technology leaders including Quest Diagnostics, Appriss Health, CliniSys, and Amazon Web Services and with leading healthcare organizations including Cleveland Clinic, University of Washington Health System, Sonora Quest Labs, and Sonic Healthcare. Mr. Bostic has served as the Managing Director of Health Cloud Capital Fund I, LP since June 2017, where he leads the deployment of a private equity fund targeting growth-stage precision health SaaS companies. Mr. Bostic has served on the board of directors of TechPoint Indiana, an advisory body advising technology companies headquartered in Indiana, since January 2015 and Eskenazi Health Foundation, a non-profit organization aiming to promote a vital, healthy Indianapolis community, since December 2017. Mr. Bostic holds a BS in Business from Indiana University with a concentration in Informatics.
Travis A. Morgan, 50
Chief Financial Officer and Director
Mr. Morgan has over 20 years of experience as a private equity investor and operating partner focused on early-stage life science and technology concerns. Since January 2007, Mr. Morgan has served as Managing Director of Caravel Ventures, LLC where he has been responsible for 18 capital infusions into 12 different operating companies, acting as a full-time executive officer of seven of those portfolio companies, including serving as co-founder and Chief Financial Officer of Strand Diagnostics, LLC, a leading CLIA-certified precision medicine laboratory, and President and Chief Operating Officer of Animated Dynamics, Inc., a precision diagnostics company developing novel technology for personalized chemotherapy selection. Since July 2017, Mr. Morgan has served as Managing Director and Chief Financial Officer of Health Cloud Capital Fund I, LP, a private equity fund targeting growth-stage precision health SaaS companies. Since January 2015, Mr. Morgan has been a stockholder of, and served as finance and strategy consultant and Board observer for, hc1.com, Inc. He has authored several peer-reviewed scientific papers and presentations, and has been awarded 11 life science patents as named inventor and/ or assignee. Mr. Morgan began his finance career at KPMG Peat Marwick and holds a B.S. in Accounting from Indiana University and an MBA from Babson.
Board of Directors
R. Mark Lubbers, 66
Director
Mr. Lubbers has over four decades of experience in the insurance, financial services, energy, regulatory affairs, and public service fields. Since November 2016, Mr. Lubbers has served as the Managing Member of Spruance LLC, a company responsible for managing the residual assets of City Financial Corp., a regional investment bank for which he served as the lead independent director from January 2000 until January 2017, overseeing the sale of the firm in three transactions during 2016 and 2017. Since December 2016, Mr. Lubbers has served as the Chief Executive Officer and Executive Chairman of ZahlenK-12, LLC, an educational event ticketing & payments processing provider serving schools in 41 states. Mr. Lubbers served as the Senior VP for Corporate Affairs at health insurer Anthem, Inc. (NYSD: ANTM) from 1991 to 1995, where he developed the strategic plan to demutualize the company and grow via acquisitions into an insurance giant, also playing a lead role in the initial public offering of spin-out Acordia Insurance (now NYSE: KKR). Mr. Lubbers has played principal roles in multi-billion-dollar sustainable methanol, carbon capture, and gasification projects. In the public service arena, he served as a lead advisor to one United States senator, two sitting governors, and one presidential campaign, and was chief operating officer at the Hudson Institute from 1987 to 1991, where he held Top Secret security clearance while managing extensive government contracting, regulatory compliance, and economic policy initiatives. Mr. Lubbers holds a BS from Purdue’s Krannert School and an MBA from Harvard Business School.
Dr. F. John Mills, 69
Director
Dr. Mills is an accomplished healthcare industry executive and entrepreneur with a background in general management of contract research organizations and pharmaceutical development spanning 30 years. Dr. Mills has served as a member of the boards of directors of hc1.com, Inc. and Alimentiv Inc. since March 2011 and January 2015, respectively. Dr. Mills has also served as the President of FJM Consulting LLC, a strategy consulting firm serving life sciences companies in the United States, United Kingdom and Australia, from January 2012 to May 2020. Dr. Mills co-founded BioStorage Technologies Inc. in 2003 and served as Chairman until November 2015. BioStorage Technologies Inc. provided management, logistics, and storage services for biological specimens and data to life science companies, and grew to become among the largest in its niche, ultimately being sold to the Brooks Life Sciences division of publicly traded Brooks Automation, Inc. (NASDAQ: BRKS) in November 2015. Prior to its acquisition by Laboratory Corporation of America Holdings, NYSE: LH, Dr. Mills held various senior executive level positions at publicly traded Covance Inc., from April 1991 to January 2003, including Global President of the Central Lab Division, and Senior Vice President of European Clinical Research Services. Dr. Mills is an investor and advisor for multiple innovative biotech companies including Intelsius, an emerging leader in cold chain and packaging solutions for the life sciences industry, and hc1.com, Inc., the leader in precision testing and prescribing for value-based care. Dr. Mills also served as a specialist in aviation medicine in the UK’s Royal Air Force.
Dr. Nancy L. Snyderman, 69
Director
Dr. Snyderman, a trained pediatrician and head and neck surgeon, served as the Chief Medical Editor for NBC News from September 2006 to May 2015 and was a medical correspondent for ABC News from September 1987 to May 2003. In addition to her career as a journalist, Dr. Snyderman was a clinical professor of otolaryngology at the University of Pennsylvania from August 2003 to December 2015, and a Professor at Stanford University’s Center for Innovation in Global Health from May 2015 to June 2018. Dr. Snyderman was Senior Vice President of Corporate Communications at Johnson & Johnson, a publicly-traded pharmaceutical company (NYSE: JNJ), from January 2003 to September 2006. She practiced as an Otolaryngologist at California Pacific Medical Center from July 1994 to June 2003. Dr. Snyderman currently serves on the boards of directors of life science companies Alkermes Public Limited Company (NASDAQ: ALKS), Axonics Modulation Technologies, Inc. (NASDAQ: AXNX), and Lyra Therapeutics, Inc. (NASDAQ: LYRA) and served as an Advisory Board Member for GE’s Healthymagination from September 2006 to May 2016. She previously served on the boards of directors of several health and wellness nonprofit organizations including Fair Food Network, from April 2017 to June 2020, and the Institute for Healthcare Improvement, from September 2011 to December 2018. During Dr. Snyderman’s tenure as a medical journalist at NBC News and ABC News, she and her reporting teams received Emmy Awards, Edward R. Murrow Awards, a Columbia University DuPont Award, and a Gracie Award. Dr. Snyderman is a fellow in the American College of Surgeons. She attended medical school at the University of Nebraska and completed residencies in Pediatrics and Otolaryngology-Head and Neck Surgery at the University of Pittsburgh.