Hudson Executive Investment Corporation
PROPOSED BUSINESS COMBINATION: Talkspace
ENTERPRISE VALUE: $1.4 BILLION
ANTICIPATED SYMBOL: TALK
Talkspace and Hudson Executive Investment Corp. announced today that they have entered into a definitive merger agreement. The combined company will operate as Talkspace and intends to be listed on NASDAQ under the symbol “TALK”. Co-founded by Roni and Oren Frank in 2012, Talkspace is a leading digital and virtual behavioral healthcare company. The company provides access to an extensive network of certified, credentialed, and professional clinicians through two channels – direct-to-consumer and enterprise – and has leading brand awareness in digital behavioral health.
Its signature psychotherapy and psychiatry product connects individual users with a network of thousands of licensed mental health providers through an easy-to-use and HIPAA-compliant web and mobile platform. With Talkspace, users can send their dedicated providers unlimited text, video, picture and audio messages from anywhere, at any time. Providers engage with clients daily, 5 days a week. Talkspace also provides psychiatry services and prescription fulfillment, adolescent therapy and couples counseling.
Talkspace has seen robust user growth with approximately 46,000 active members,
TRANSACTION SUMMARY
The transaction will be funded with HEIC’s $414 million of cash in trust (assuming no redemptions), a $25 million forward purchase from Hudson Executive Capital and an additional $25 million committed by Hudson Executive Capital to backstop redemptions. The transaction is further supported by an oversubscribed $300 million fully committed PIPE.
Upon closing, it is expected that the company will have an enterprise value of $1.4 billion, or approximately 11x 2021 estimated net revenue, and $250 million of cash on the balance sheet available to fund growth initiatives. The deal leaves existing Talkspace shareholders with the majority of the equity of the company at 51%. HEIC shareholders have the next largest share of equity at 25%. The PIPE investors will own 18% of the equity, and the HEIC sponsor and FPA investors will own 4% and 2% respectively.
The transaction, which has been unanimously approved by the Boards of Directors of Talkspace and HEIC, is expected to close late in the first quarter or early in the second quarter of 2021.
PIPE
- The transaction is supported by an oversubscribed $300 million fully committed PIPE at $10.00 per share anchored by leading investors including the Federated Hermes Kaufmann Funds, Jennison Associates LLC, Woodline Partners LP and Deerfield.
NOTABLE CONDITIONS TO CLOSING
- (i) the amount of cash held by HEC in its trust account (after reduction for the aggregate amount of cash payable in respect of HEC stockholder redemptions), plus
- (ii) the amounts received by HEC upon consummation of the PIPE Investment and the transactions contemplated under the HEC Forward Purchase Agreement, minus
- (iii) HEC’s expenses (other than its transaction expenses incurred in connection with the Transactions) incurred prior to the Closing being at least $400,000,000 as of the Closing.
NOTABLE CONDITIONS TO TERMINATION
The Merger Agreement may be terminated at any time prior to the Closing:
- (i) by mutual written consent of HEC and the Company
- (ii) by either HEC or the Company (a) if the Transactions are not consummated on or before July 30, 2021, (b) if a governmental entity shall have issued an order or taken any other action that is final and nonappealable and permanently enjoins or prohibits the merger, (c) in the event of certain uncured breaches by the other party, or
- (iii) by the Company if, at the Special Meeting, the Transactions and the other Acquiror Stockholder Matters shall fail to be approved by requisite holders of HEC’s outstanding shares.
EARNOUT
Pursuant to the Sponsor Support Agreement:
- (i) 70% of the unvested founder shares shall vest at Closing
- (ii) 15% of the unvested founder shares (the “$12 Founder Shares”) shall vest at such time as, during the 5-year period starting on the Closing Date (the “Vesting Period”), the price of HEC’s Common Stock is equal to or greater than $12.00
- (iii) 15% of the unvested founder (the “$15 Founder Shares”) shall vest at such time as, during the Vesting Period, the price of HEC’s Common Stock is equal to or greater than $15.00 and
- (iv) in the event that there is sale of HEC (a “HEC Sale”) prior to the fifth anniversary of the Closing Date that will result in the holders of HEC Common Stock receiving a price per share equal to, or in excess of, the applicable vesting price per share for the $12 Founder Shares and/or the $15 Founder Shares, then immediately prior to the consummation of the HEC Sale the applicable unvested founder shares will vest. Sponsor and each HEC Insider also agreed not to transfer its HEC common stock prior to the Closing Date.
TALKSPACE HOLDERS SUPPORT AGREEMENT
- Pursuant to Talkspace Holders Support Agreement, substantial Talkspace Stockholders agreed to, among other things, vote to adopt and approve, upon the registration statement being declared effective and delivered or otherwise made available to stockholders, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of Talkspace Holders Support Agreement.
FORWARD PURCHASE AGREEMENT
- HEC Fund agreed to purchase 2,500,000 forward purchase units (each forward purchase unit consisting of one forward purchase share and one forward purchase warrant), for $10.00 per unit, or an aggregate amount of $25,000,000, in a private placement that will close concurrently with the Closing
- HEC Fund also agreed to backstop up to $25,000,000 of redemptions by stockholders of HEC
- The forward purchase shares will be identical to the shares of Class A common stock included in the units sold in HEC’s initial public offering, except that they will be subject to transfer restrictions and registration rights
LOCKUP
- Certain HEC and Talkspace shareholders are subject to restrictions on transfer that shall end 180 days after closing
ADVISORS
- J.P. Morgan Securities LLC acted as lead financial advisor and Jefferies acted as financial advisor to Talkspace
- Latham & Watkins LLP acted as legal counsel to Talkspace
- Citigroup Inc and J.P. Morgan Securities LLC acted as capital markets advisors and placement agents
- Citigroup acted as financial advisor to Hudson Executive Investment Corp
- Milbank LLP acted as legal counsel to Hudson Executive Investment Corp
HUDSON EXECUTIVE MANAGEMENT & BOARD
Executive Officers
Douglas G. Bergeron, 59
Chief Executive Officer & Director
Mr. Bergeron has served as a Managing Member of HEC Management GP LLC and a Managing Partner of Hudson Executive Capital since February 2020, and as an advisor to Hudson Executive Capital since 2015. Prior to joining Hudson Executive Capital, Mr. Bergeron acted as the CEO of Verifone from July 2001 through March 2013, during which time Mr. Bergeron grew Verifone organically as well as through accretive, value-enhancing acquisitions and strategic partnership. In 2002, Mr. Bergeron founded DGB Investment, Inc., a diversified holding company. Mr. Bergeron also held numerous positions at SunGard Data Systems from April 1990 to May 1999, including Managing Director of SunGard Capital Markets N.A., President of SunGard Futures Systems, and Group CEO of SunGard Brokerage Systems Group. Mr. Bergeron currently serves as the Chairman of the Board of USA Technologies, Inc. and United Language Group, is a member of the board of directors of Pipeworks Studios and Renters Warehouse, and is an investor and advisor to Blend, Inc. He received his B.A from York University in Toronto in 1983 and his M.S. from the University of Southern California in 1987. He was awarded an Honorary Doctorate of Laws (LLD) from York University in 2013.
Jonathan Dobres, 42
Chief Financial Officer
Mr. Dobres is currently an investment professional at Hudson Executive Capital. Prior to joining Hudson Executive Capital, Mr. Dobres was a Managing Director of Flexis Capital LLC, a private equity firm concentrating on middle market investments. Additionally, Mr. Dobres has been a Vice President at P. Schoenfeld Asset Management, a multi-strategy hedge fund from April 2008 to June 2009 and a Vice President in the Technology, Media & Telecommunications Investment Banking group at Bear, Stearns & Co. from August 2005 to April 2008. From August 2002 to August 2005, Mr. Dobres was an attorney in the financial services group at Sullivan & Cromwell LLP. He received his B.B.A. from Emory University in 1999 and his J.D. from Georgetown University Law Center in 2002.
Board of Directors
Douglas L. Braunstein, 59
President, Chairman & Director
Mr. Braunstein has served as a Managing Member and Founder of HEC Management GP LLC and as a Managing Partner and Founder of Hudson Executive Capital since January 2015. Prior to Hudson Executive Capital, Mr. Braunstein acted as CFO, Vice Chair, a member of the Operating Committee, and Head of Americas Investment Banking and Global M&A, among others roles at JPMorgan from March 1997 to January 2015. During that time, Mr. Braunstein was instrumental in originating, structuring, negotiating and advising on many significant transactions. Mr. Braunstein currently serves as a director of USA Technologies, Inc. and Cardtronics plc. Mr. Braunstein is a trustee of Cornell University, Chair of the Finance Committee and a member of Cornell’s Investment Committee. He received his B.S. from Cornell University in 1983 and his J.D. from Harvard Law School in 1986.
Thelma Duggin, 70
Director
Ms. Duggin has been the President of the AnBryce Foundation, which provides long-term academic and leadership enrichment programs to underserved youth, since May 2010. Prior to her role with the AnBryce Foundation, Ms. Duggin served as a Senior Vice President for the public sector line of business at UnitedHealth Group (NYSE: UNH) from 2002 to 2010. She spent more than 15 years with AmeriChoice, before they were acquired by UnitedHealth Group, in various senior management positions including CEO of its largest health plans, AmeriChoice of New York and AmeriChoice of New Jersey. While at AmeriChoice she helped them grow from a single state entity to the country’s largest provider managed care services to beneficiaries of public health programs. Ms. Duggin served in a number of senior policy positions in the federal government before joining the private sector. Ms. Duggin is a Trustee of the Aspen Institute and a member of the Woodrow Wilson International Center for Scholars Board of Trustees. Ms. Duggin is also secretary and board member of Somatus, a kidney disease care provider company. Ms. Duggin has been a Resident Fellow at the John F. Kennedy School of Government at Harvard University and the General Management Program at Harvard Business School. She received her B.S. from Edgewood College and an honorary doctorate from Morris Brown College.
Robert Greifeld, 62
Director
Mr. Greifeld is currently the Chairman of Virtu Financial, a leading financial technology and trading firm, Managing Partner and Co-Founder at Cornerstone Investment Capital, a financial technology investment firm, and a Board Member at Capital Rock and Financeware. Mr. Greifeld previously served as Chairman of the Board of Directors of Nasdaq from January 2017 until May 2017 and as a Chief Executive Officer of Nasdaq from 2003 to 2016. During his tenure, he quadrupled revenue and increased market value over 20 times. Prior to joining Nasdaq, Mr. Greifeld was an Executive Vice President with SunGard Data Systems and a District Manager for Unisys. Mr. Greifeld founded and chairs the USA Track & Field Foundation, which supports emerging athletes and inner-city youth athletics. Mr. Greifeld is a member of the NYU Stern Board of Overseers and a CNBC Contributor. Mr. Greifeld holds a Masters in Business from New York University, Stern School of Business, and a B.A. in English from Iona College.
Amy Schulman, 59
Director
Ms. Schulman has been a managing partner at Polaris Partners, a healthcare and technology focused investment fund where she focuses on investments in healthcare companies, since August 2014. She also manages the LS Polaris Innovation Fund, which was formed in 2017 to accelerate the commercial and therapeutic potential of early-stage academic research. In addition, Ms. Schulman currently serves as a director of Cyclerion Therapeutics (Nasdaq: CYCN), Alnylam Pharmaceuticals (Nasdaq: ALNY), Dewpoint Therapeutics, Kallyope, Volastra, Fractyl Laboratories, Glympse Bio, Candesant, Cardurion, Thirty Madison and ByHeart. She currently serves as the executive chair of SQZ Biotech, as well as Lyndra Therapeutics, where she was co-founder and the company’s initial CEO. When she joined Polaris, she assumed the role of CEO of Arsia Therapeutics, a Polaris-backed company later acquired by Eagle Pharmaceuticals. Prior to joining Polaris, Ms. Schulman was the general counsel of Pfizer, president of Pfizer Nutrition, and was instrumental in its sale to Nestle for $11.85 billion in 2012. Ms. Schulman then became the president of Pfizer Consumer Healthcare. She has received numerous awards including Xconomy’s 2017 Newcomer Award, Scientific American’s 2015 Worldview 100 List, Fierce Biotech’s 2014 Top 15 Women in Biotech, and Fortune Magazine’s 2013 50 Most Powerful Women in Business. Ms. Schulman is currently a Senior Lecturer at Harvard Business School and has previously served as a director of Ironwood Pharmaceuticals, Quentis Therapeutics, Suono Bio, BIND Therapeutics, Inc., Blue Buffalo Pet Products, Inc. and Olivo Laboratories. She is a Phi Beta Kappa graduate of Wesleyan University and earned her J.D. from Yale Law School in 1989.