Orion Acquisition Corp. *
LIQUIDATION – 11/22/22 – LINK
- On November 21, 2022, Orion Acquisition Corp. held a special meeting of stockholders.
- At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to:
- (i) change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from March 4, 2023, to December 1, 2022,
- (ii) remove the Redemption Limitation to allow the Company to redeem shares of Class A Common Stock initially included in the units sold as part of the initial public offering notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and
- (iii) allow the Company to remove up to $100,000 of interest earned on the amount on deposit in the trust account established for the benefit of the holders of Public Shares prior to redeeming the Public Shares in connection with the Special Meeting in order to pay dissolution expenses.
- In connection with the Special Meeting, stockholders holding an aggregate of 36,634,446 Public Shares exercised their right to redeem their Public Shares for approximately $10.08 per share of the funds held in the Company’s Trust Account.
- In light of the Charter Amendment, the Company’s liquidation date is December 1, 2022.
- Because the Company will not be able to complete an initial business combination by December 1, 2022, the Company will, after December 1, 2022, cease all operations, except for the purpose of winding up.
MANAGEMENT & BOARD
Executive Officers
Beau Garverick, 49
Chief Executive Officer, Chief Financial Officer and Director
Mr. Garverick has approximately 20 years of healthcare investment banking, corporate development, strategy and investor relations experience. From July 2016 through July 2020, Mr. Garverick served as Senior Vice President, Corporate Development, Strategy, Investor Relations and Integration at WellCare, a government-focused managed care company. During Mr. Garverick’s tenure at WellCare, the company doubled annual revenue from $14 billion to over $30 billion. Prior to his tenure at WellCare, Mr. Garverick held senior positions within the Corporate Development groups at Coventry and Anthem where he helped source, diligence, negotiate, value and execute numerous acquisitions, divestitures and investments including Coventry’s eventual sale to Aetna for approximately $8 billion. From June 2000 to October 2005, Mr. Garverick was a member of SG Cowen’s healthcare investment banking group.
Board of Directors
Kenneth A. Burdick, 62
Chairman Nominee
Mr. Burdick has approximately 30 years of healthcare executive and operations experience. Most recently, Mr. Burdick served as Executive Vice President, Markets and Products at Centene from February 2020 through January 2021, where he held national P&L responsibility for approximately $90 billion in revenue. Mr. Burdick joined Centene following its merger with WellCare in January 2020. From January 2015 until the Centene merger, Mr. Burdick served as CEO of WellCare and led the company in its mission to provide quality, cost-effective healthcare solutions for the company’s members, providers and government customers. Prior to his tenure at WellCare, Mr. Burdick held senior executive positions at WellCare, National Health Plans, UnitedHealth Group, Blue Cross and Blue Shield of Minnesota and Coventry Health Care. Mr. Burdick received his bachelor’s degree from Amherst College and his law degree from the University of Connecticut School of Law.
Randy Simpson, 51
Director
Mr. Simpson has approximately 15 years of healthcare investing, equity research and M&A experience. Most recently, Mr. Simpson served as a Partner and head of healthcare at Glenview, an investment fund with over $7 billion of capital under management as of 2019, where he was a member of Glenview’s investment team and managed its healthcare investment team through December 2019. Mr. Simpson joined Glenview in September 2005 and was named a Partner in April 2011. Mr. Simpson served on the Board of Directors of Tenet Healthcare (NYSE: THC) from January 2016 through August 2017 and currently serves as a Director of Longview Acquisition Corp. (NYSE: LGVW), a position he has held since May 2020. Prior to joining Glenview, Mr. Simpson was an equity research analyst at Goldman Sachs from 2003 until 2005. Prior to his work at Goldman Sachs, Mr. Simpson spent three years in the M&A group at Credit Suisse First Boston. Mr. Simpson received his MBA in finance and accounting from the University of Chicago in 2000. Mr. Simpson also earned a JD from Georgetown University Law Center in 1994 and a BA in Quantitative Economics from the University of California, San Diego in 1991.
Rhonda R. Mims, 54
Director Nominee
Since January 2020, she has served as an Executive Vice President at Centene Corporation. She served as WellCare’s Executive Vice President and Chief Public Affairs Officer from August 2016 to January 2020. Prior to that, Ms. Mims served with Paul Hastings, LLP, a private law firm, as Managing Director of Corporate Social Responsibility. From May 2000 until April 2014, she served with ING U.S. in roles of increasing responsibility, and ultimately as Senior Vice President, Office of Corporate Responsibility, U.S. Chief Diversity Officer and President of the ING/Voya Financial Foundation. Ms. Mims also serves as the Chair of the Thirty Percent Coalition. Ms. Mims has been acknowledged with numerous awards including CSR Executive of the Year, In-House Diversity Champion, Top 100 Blacks in Corporate America and has been recognized as Woman of the Year by multiple organizations. Ms. Mims holds a Juris Doctor degree and a BSc. in criminal justice from the University of South Carolina.
Stephen Schlegel, 59 [Appointed 2/24/22]
Independent Director
Mr. Schlegel served as head of Corporate Development at Anthem, Inc., a leading health benefits company, from August 2005 to February 2021 where he was responsible for leading all the company’s corporate development activities, including managing mergers and acquisitions and corporate negotiations. Prior to that, Mr. Schlegel served as Vice President, Corporate Development and Strategy at Sprint from 1998 to 2005. Mr. Schlegel is currently a member of the board of directors of American Well Corp., where here serves as Chairman of the Audit Committee and is a member of the Compensation Committee. Mr. Schlegel holds a BA in accounting from Loras College and an MBA from the University of Chicago Booth School of Business.
