P3 Health Partners Inc. Announces Approximately $90 Million Private Placement
March 31 2023 - 6:52AM
Business Wire
P3 Health Partners Inc. (Nasdaq: PIII), a patient-centered and
physician-led population health management company (the “Company”),
today announced that it has entered into definitive agreements to
sell securities in a private placement with a group of
institutional investors. The lead institutional investors in the
private placement are affiliates of Chicago Pacific Founders
(“CPF”) and Leavitt Partners. The transaction is expected to result
in gross proceeds of approximately $90 million, before deducting
placement agent fees and offering expenses, including $71 million
of gross proceeds from purchases by affiliates of CPF.
The Company plans to use the net proceeds from the financing for
general corporate purposes.
Pursuant to the terms of the securities purchase agreements, the
Company will issue 79.9 million units at a price of approximately
$1.12 per unit for institutional investors, and a purchase price of
approximately $1.19 per unit for employees and consultants. Each
unit consists of one share of common stock and 0.75 of a warrant to
purchase one share of common stock at an exercise price of $1.13.
Certain institutional investors have elected to receive pre-funded
warrants to purchase common stock in lieu of a portion of their
common stock. The closing of the private placement is subject to
certain conditions and is expected to occur on April 6, 2023.
CPF has agreed to limit its exercise of the warrants to the
extent that after giving effect to the exercise, CPF and its
affiliates would beneficially own in excess of 49.99% of the
Company’s common stock and has also agreed to a standstill
restriction from the date of the closing of the private placement
to June 30, 2024 that limits the ownership of CPF to 49.99% of the
Company’s common stock.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and the securities
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or applicable state securities
laws. The securities being issued in the private placement may not
be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the foregoing securities, nor shall
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
Advisors
J.P. Morgan Securities LLC (“J.P. Morgan”) is acting as
exclusive placement agent to the Company in connection with the
private placement.
Latham & Watkins LLP is acting as legal counsel to the
Company, Mayer Brown LLP is acting as legal counsel to J.P. Morgan,
Locke Lord LLP is acting as legal counsel to CPF and Sidley Austin
LLP is acting as legal counsel to the special independent committee
of the Company’s board of directors.
About the Company:
The Company is a leading population health management company
committed to transforming healthcare by improving the lives of both
patients and providers. Founded and led by physicians, the Company
has an expansive network of more than 2,500 affiliated primary care
providers across the country. Our local teams of health care
professionals manage the care of thousands of patients in 18
counties across five states. The Company supports primary care
providers with value-based care coordination and administrative
services that improve patient outcomes and lower costs. Through
partnerships with these local providers, the Company’s care team
creates an enhanced patient experience by navigating, coordinating,
and integrating the patient’s care within the healthcare system.
For more information, visit www.p3hp.org and follow us on
@p3healthpartners and Facebook.com/p3healthpartners.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act, Section 21E of
the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, as amended. Words such as
“anticipate,” “believe,” “budget,” “contemplate,” “continue,”
“could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,”
“intend,” “may,” “might,” “plan,” “possibly,” “potential,”
“predict,” “probably,” “pro-forma,” “project,” “seek,” “should,”
“target,” or “will,” or the negative or other variations thereof,
and similar words or phrases or comparable terminology, are
intended to identify forward-looking statements. These
forward-looking statements address various matters, including
statements regarding the closing of the private placement, which
reflect the Company’s expectations based upon currently available
information and data. Because such statements are based on
expectations as to future financial and operating results and are
not statements of fact, actual results may differ materially from
those projected or estimated and you are cautioned not to place
undue reliance on these forward-looking statements. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the Company’s control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements.
Important risks and uncertainties that could cause our actual
results and financial condition to differ materially from those
indicated in forward-looking statements include, among others,
changes in market or industry conditions, regulatory environment,
competitive conditions, and receptivity to our services; our
ability to continue our growth and expand our operations; changes
in laws and regulations applicable to our business; our ability to
maintain our relationships with health plans and other key payers;
the impact of COVID-19, including the impact of new variants of the
virus, or another pandemic, epidemic or outbreak of infectious
disease on our business and results of operation; increased labor
costs; our ability to recruit and retain qualified team members and
independent physicians; and other factors discussed in Part I, Item
1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021 filed with the Securities and
Exchange Commission (the “SEC”) on October 21, 2022, and in the
Company’s other filings with the SEC. All information in this press
release is as of the date hereof, and the Company undertakes no
duty to update or revise this information unless required by law.
You are cautioned not to place undue reliance on any
forward-looking statements contained in this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230330005874/en/
Karen Blomquist Vice President, Investor Relations P3 Health
Partners kblomquist@p3hp.org
Kassi Belz Executive Vice President, Communications P3 Health
Partners (904) 415-2744 kbelz@p3hp.org
P3 Partners (NASDAQ:PIII)
Historical Stock Chart
From Jun 2024 to Jul 2024
P3 Partners (NASDAQ:PIII)
Historical Stock Chart
From Jul 2023 to Jul 2024