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Longview Acquisition Corp. II

Longview Acquisition Corp. II

Jan 29, 2021 by Kristi Marvin

LIQUIDATION – 12/14/22 – LINK

  • At the shareholder vote, the SPAC opted to liquidate its trust account as of December 14, 2022.

The below announced combination was terminated on 2/4/22.  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: HeartFlow Holding, Inc. [TERMINATED on 2/4/22 – LINK]

ENTERPRISE VALUE: $2.3738 billion
ANTICIPATED SYMBOL: HFLO

HeartFlow Holding, Inc., the leader in revolutionizing precision heart care, and Longview Acquisition Corp. II announced today that they have entered into a definitive business combination agreement that will support HeartFlow’s vision of revolutionizing precision heart care. The transaction will also provide the combined company with an estimated $400 million in cash for growth capital, product development and general corporate purposes.

Founded eleven years ago, HeartFlow is revolutionizing precision heart care with non-invasive, personalized cardiac tests and associated enterprise software suite solutions to address heart disease, the leading cause of death in the world. HeartFlow’s core product, the HeartFlow FFRCT Analysis, is a non-invasive cardiac test for stable symptomatic patients with coronary artery disease (CAD), the most common type of cardiovascular disease. With the HeartFlow FFRCT Analysis, the Company currently targets a $10 billion total addressable market opportunity that it plans to expand to over $50 billion through the introduction of new products, new customer site additions and increased utilization of HeartFlow in existing healthcare systems over the coming years.

The HeartFlow Analysis has regulatory clearance and is commercially available today in the U.S., the EU, the U.K. and Japan. The Company’s commercial footprint includes over 470 customer sites globally, with 300 of those in the U.S., including 80% of the top 50 heart hospitals in the U.S., as listed by U.S. News and World Report. There are currently more than 425 publications specific to the HeartFlow Analysis in peer-reviewed medical journals studying over 10,000 patients with up to five years of follow up data. The data clearly demonstrate a higher diagnostic accuracy compared to other non-invasive tests, an 83% reduction in unnecessary invasive angiograms, and with that a significant reduction in the total cost of care.

SUBSEQUENT EVENT – 8-K Link

On September 30, 2021, Longview, Merger Sub and HeartFlow entered into Amendment No. 1 to Business Combination Agreement, pursuant to which the Business Combination Agreement was amended to memorialize the parties’ intention to have the shares of New HeartFlow common stock and public warrants of the post-combination company listed and traded on The Nasdaq Stock Market LLC rather than on the New York Stock Exchange.

All other terms of the Business Combination Agreement, which was previously filed by Longview on Form 8-K on July 21, 2021, remain unchanged.

TRANSACTION

  • The proposed transaction values HeartFlow at an initial pro forma enterprise value of approximately $2.4 billion and a fully distributed equity value of approximately $2.8 billion at signing.
  • The transaction is expected to deliver up to $599 million of gross proceeds to HeartFlow (all coming from the $690 million cash in trust held by Longview) to accelerate growth as well as repurchase up to $110 million of equity from long-time shareholders and employees, representing approximately 5% pro forma shares outstanding.
  • Any excess cash in trust will be distributed by Longview to its shareholders through a special dividend of up to $91 million immediately prior to closing.
  • Pro forma for the business combination, legacy shareholders of HeartFlow and its employees will own approximately 73.0% of the public company.

Longview Transaction Summary

PIPE

  • There is no PIPE for this transaction

REPURCHASE AGREEMENT

  • HeartFlow has entered into repurchase agreements with certain holders of shares of HeartFlow common stock, pursuant to which HeartFlow may, in its sole discretion, repurchase at the Effective Time shares of HeartFlow common stock representing up to approximately $85,000,000 of aggregate repurchase payments.
  • Prior to the Effective Time, HeartFlow anticipates that it may enter into additional Repurchase Agreements with holders of shares of HeartFlow common stock or HeartFlow Options representing up to an additional $25,000,000 of aggregate repurchase payments.

LOCK-UP

  • 3-year lock-up on its Sponsor shares
    • LGV will surrender sponsor shares on a pro-rata basis to the pre-closing return excess capital

SUPPORT AGREEMENT

  • Under the HeartFlow Transaction Support Agreement, each Supporting HeartFlow Stockholder agrees to:
    • (i) Execute and deliver to HeartFlow and Longview, as promptly as reasonably practicable following the time at which the Registration Statement on Form S-4 filed in connection with the Business Combination is declared effective under the Securities Act, a written consent of such Supporting HeartFlow Stockholder approving the Business Combination Agreement, the related documents and the transactions contemplated thereby.
    • (ii) Be bound by certain other covenants and agreements related to the Business Combination. The shares of HeartFlow capital stock that are owned by the Supporting HeartFlow Stockholders and subject to the HeartFlow Transaction Support Agreement represent over 61% of the outstanding voting power of HeartFlow common stock and preferred stock.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate cash proceeds available for release from Longview’s trust account equaling no less than $345,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • By either Longview or HeartFlow, if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to the Termination Date (February 15, 2022)

ADVISORS

  • J.P. Morgan Securities LLC and Cowen and Company, LLC are acting as financial advisors to HeartFlow.
  • Cowen is acting as capital markets advisor to HeartFlow. King & Spalding LLP is acting as legal advisor to HeartFlow.
  • UBS Investment Bank is acting as sole financial and capital markets advisor to Longview.
  • UBS and Cowen underwrote the IPO of Longview in March 2021.
  • Ropes & Gray LLP is acting as legal advisor to Longview.

MANAGEMENT & BOARD

Executive Officers

John Rodin, 45
Chief Executive Officer and Director

Mr. Rodin re-joined Glenview as a Partner and Co-President in August 2015. Prior to re-joining Glenview, Mr. Rodin was President of Fantex Brokerage Services, a San Francisco-based start-up in the business of acquiring and IPO’ing shares tied to the cash flows of professional athletes and entertainers. Before joining Fantex in 2012, Mr. Rodin served as Co-President of Glenview. Mr. Rodin started at Glenview in March 2002 and was named Director of Research in 2006 and Partner in April 2007. Prior to joining Glenview, Mr. Rodin worked in the Institutional Equity Sales Department at Goldman Sachs. Prior to his time in the Equities Division, Mr. Rodin spent two years as a Financial Analyst in the Investment Banking Division at Goldman Sachs. Mr. Rodin currently serves as Chief Executive Officer of Longview Acquisition Corp. (NYSE: LGVW). Mr. Rodin graduated magna cum laude from Columbia University with a Bachelor of Arts in History in 1997.

Mark Horowitz, 49
Chief Financial Officer

Mr. Horowitz joined Glenview in 2004 and is a Partner and Co-President. Prior to Glenview, Mr. Horowitz was part of the senior management team of Axiom Legal Solutions Inc., a professional services outsourcing firm, which he joined at inception in 2000. Prior to Axiom, Mr. Horowitz was a corporate and securities lawyer at Cravath, Swaine & Moore and Brobeck, Phleger & Harrison. Mr. Horowitz currently serves as Chief Financial Officer of Longview Acquisition Corp. (NYSE: LGVW). Mr. Horowitz received a J.D. from Harvard Law School in 1996 and a Bachelor of Arts in Economics from the University of Michigan in 1993, where he graduated Phi Beta Kappa with Highest Honors.

Board of Directors

Larry Robbins, 51
Chairman

Mr. Robbins is the Founder, Portfolio Manager and CEO of Glenview. Prior to founding Glenview in 2000, Mr. Robbins spent six years as an analyst and partner at Omega Advisors on their U.S. equity long/short team. He joined Omega after three years at Gleacher & Company, a merger and acquisition advisory boutique in New York. Through their Robbins Family Foundation, Mr. Robbins and his wife Sarahmay are active supporters of education reform both in New York City and on a national level. He serves as Chairman of the Board for Together Education, and he is a Board Member for the Relay Graduate School of Education, Robin Hood Foundation, and Zearn. In addition, Mr. Robbins is the Senior Chair of the Wall Street Division of the UJA-Federation. Mr. Robbins currently serves as chairman of the board of Longview Acquisition Corp. (NYSE: LGVW). Mr. Robbins graduated with honors from the Wharton School and Moore School of the University of Pennsylvania in 1992, where he received his Bachelors of Science in Economics and Engineering, with majors in accounting, finance, marketing, and systems engineering.

Westley Moore, 42 [Resigned 11/10/22]
Director

Since March 2017, Mr. Moore has served as the Chief Executive Officer of the Robin Hood Foundation, one of the largest anti-poverty organizations in the United States. Before Robin Hood, in 2013, Mr. Moore founded BridgeEdU, an innovative technology platform addressing college completion and job placement, and served as its Chief Executive Officer until February 2017 and its Chairman until June 2019, when it was acquired. Previously, Mr. Moore worked in finance as an investment banker with Deutsche Bank and Citigroup. Mr. Moore is a best-selling author, whose works include “The Other Wes Moore,” “The Work,” “Discovering Wes Moore” and “This Way Home.” He served as a captain and paratrooper with the U.S. Army’s 82nd Airborne, including a combat deployment to Afghanistan, and as a White House Fellow to Secretary of State Condoleezza Rice. He currently serves as a director of Longview Acquisition Corp. (NYSE: LGVW). Mr. Moore graduated Phi Theta Kappa from Valley Forge Military College in 1998 and Phi Beta Kappa from Johns Hopkins University with a Bachelor of Arts in International Relations in 2001. He earned a MLitt in International Relations from Oxford University as a Rhodes Scholar in 2004.

Shalinee Sharma, 43
Director

Since February 2012, Ms. Sharma has served as Chief Executive Officer and Co-Founder of Zearn, a nonprofit math platform and curriculum. Zearn Math is a K-8 math curriculum and professional development platform that supports daily differentiation and engagement in mathematics teaching and learning. She holds a Bachelor of Arts in History from Brown University and an MBA from Harvard Business School.

Brian Zied, 51
Director

Since July 2019, Mr. Zied has served as Chief Financial Officer of KIPP NYC Public Charter Schools, a non-profit network of free, open-enrollment, public charter schools. Before that, he was Managing Partner of Charter Bridge Capital from January 2018 to December 2019. Before Charter Bridge Capital, Mr. Zied was an analyst at Impala Asset Management, a hedge fund, from September 2017 until December 2017. Before Impala, he was Portfolio Manager, Co-Head of Equities at Pine River Capital Management from October 2015 until September 2016. Before that, Mr. Zied was the founder, chief executive officer and portfolio manager of Charter Bridge Capital from its inception in 2010 until 2015. Previously, he was a limited partner and retail sector head at Maverick Capital from 1998 to 2010. Mr. Zied holds a Bachelor of Science in Economics and a Bachelor of Applied Science in Engineering from the University of Pennsylvania.

 

 

 

ByKristi Marvin