HealthLynked Announces Sale of ACO
Health Partners
Consideration Up to $3 Million in
Cash and $7 Million in IPO Shares of PBACO
Naples, Florida --
January 20, 2023 -- InvestorsHub NewsWire -- HealthLynked
(OTCQB: HLYK), a global healthcare network
focused on care management of its members and a provider of
healthcare technologies that connect doctors, patients, and medical
data, today announced that it has signed a definitive agreement to
sell its ACO Health Partners ("AHP") subsidiary to PBACO Holding,
LLC ("PBA"), which operates under the DBA Palm Beach Accountable
Care Organization ("PBACO"). Under the terms of the
agreement, HealthLynked will receive the following
consideration:
-
$750,000 in cash paid at
signing of the definitive agreement.
-
Up to $2.25 million
incremental cash based on agreement to participate in PBACO by
AHP's existing physician practices or newly added practices, scaled
based on the number of covered patients transferred to PBACO by
July 31, 2023.
In the
event that PBA completes a planned initial public offering ("IPO")
by August 1, 2024, HealthLynked will receive shares in the public
entity at the time of the IPO with a value equal to AHP's 2021
earnings times the EBITDA multiple used to value the public
entity's IPO shares, net of any cash consideration previously paid
by the buyer. For example, if the Healthlynked portion of the
public entity's shares are valued at $10.0 million, HealthLynked
would receive approximately $10.0 million in shares of the public
entity, less up to $3 million cash consideration received pre-IPO,
for net incremental consideration of $7 million in IPO shares. The
total consideration, including all IPO shares, vest half at the
time of the IPO and half subject to a five-year earnout based on
the performance metrics of AHP, or until AHP is transferred to
PBACO. The transfer is expected to occur by 2024, at which time the
earnout conditions would no longer apply and the balance of the
escrowed earnout shares would be issuable to HealthLynked without
any required performance metrics.
In the event that
PBA goes public through means other than an IPO, the parties would
modify the terms to implement such alternate structure. In
the event PBA does not go public within eighteen months of the
signing date, by August 1, 2024, the transaction consideration is
capped at the initial cash consideration of up to $3
million.
HealthLynked will
also receive the net proceeds, including allocation for expenses,
from any Medicare Shared Savings related to AHP's performance year
2022, which, if earned, would be determined and paid by the Centers
for Medicare and Medicaid Services by October 2023.
HealthLynked will
allocate up to $500,000 of the incremental $2.25 million
participation-based cash proceeds as an advance to AHP's
participating physicians to incentivize participation in PBACO
going forward and continued quality patient care.
Participating physician advances will be repaid out of AHP's 2023
performance year Medicare Shared Savings received in 2024.
Effective as of
January 17, 2023, PBA assumes responsibility for managing AHP's
business operations and for AHP's operating expenses. Formal
transfer of equity ownership of AHP from HealthLynked to PBA will
occur at the earlier of PBA's IPO, PBA going public by other means,
or, if PBA does not go public, on August 1, 2024. Until that
time, HealthLynked has the right, but not the obligation, to
reacquire AHP for a price equal to any consideration already paid
by PBA for AHP, plus all expenses incurred by PBA in operating AHP
after January 16, 2023.
HealthLynked
discontinued its ACO/MSO business segment with the transfer of
operations to PBA.
George O'Leary,
HealthLynked's CFO stated, "HealthLynked and AHP are very excited
to partner with PBA to have our ACO participating practices and
their Medicare patients in the very capable hands of PBACO, the
number one ACO in Medicare shared savings in four of the last five
years with 100% quality scores over the last two performance
years."
Dr. Michael Dent,
HealthLynked's CEO stated, "We are thrilled to be working with such
a likeminded group that prioritizes physician efficiency and high
quality patient care. We look forward to expanding our
relationship by offering our HealthLynked online concierge services
to their participating practices and patients."
Dr. Hansen, PBACO's
Physician CEO stated, "We are excited to merge two already
successful companies and expect it will yield a great outcome for
both organizations and all stakeholders. AHP is a high
performing ACO with ten years of experience and represents
important markets aligned with PBACO's growth goals. Both
organizations are aligned in supporting independent physicians to
provide efficient and high quality patient care."
About HealthLynked
HealthLynked Corp.
provides a solution for both patient members and providers to
improve healthcare through the efficient exchange of medical
information. The HealthLynked Network is a cloud-based platform
that allows members to connect with their healthcare providers and
take more control of their healthcare. Members enter their medical
information, including medications, allergies, past surgeries, and
personal health records, in one convenient online and secure
location, free of charge. Participating healthcare providers can
connect with their current and future patients through the system.
Benefits to in-network providers include the ability to utilize the
HealthLynked patent-pending patient access hub "PAH" for patient
analytics. Other benefits for preferred providers include HLYK
marketing tools to connect with their active and inactive patients
to improve patient retention, access more accurate and current
patient information, provide more efficient online scheduling, and
to fill last-minute cancelations using the Company's "real-time
appointment scheduling" all within its mobile application.
Preferred providers pay a monthly fee to access these HealthLynked
services. For additional information about HealthLynked Corp.,
please visit www.healthlynked.com and connect with HealthLynked on
Twitter, Facebook, Instagram, and LinkedIn.
About PBACO Holding, LLC
PBACO Holding, LLC,
DBA Palm Beach Accountable Care Organization (PBACO), is a
physician owned and operated value-based network of approximately
400 primary care physicians (PCPs) and 300 specialist physicians in
Florida. PBACO operates upside and downside risk Medicare and
commercial ACOs with approximately 93,000 Medicare and 123,000
commercial lives and a total of $1.7 billion annual billing under
management. In MSSP Performance Year 2021, PBACO ranked
1st nationally out of 475 ACOs with $61.9 million in shared savings
while achieving a perfect 100% quality score. PBACO was also
the top ranked ACO by shared savings in Performance Years 2020,
2019, 2018 and 2016. PBACO has saved Medicare an estimated
$628 million over 9.5 performance years, the most of any ACO in
MSSP history. PBACO's mission is to build the highest performing
network of PCPs and specialists to increase value to patients,
health plans and employers. PBACO's primary philosophy is to
increase PCP access and implement systems and processes to promote
preventative care and chronic disease management, increasing care
quality and population health, and reducing unnecessary healthcare
expense.
Forward-Looking Statements
Forward-Looking
Statements in this press release, which are not historical facts,
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Our actual results,
including as a result of any acquisitions, performance, or
achievements may differ materially from those expressed or implied
by these forward-looking statements. In some cases, you can
identify forward-looking statements by the use of words such as
"may," "could," "expect," "intend," "plan," "seek," "anticipate,"
"believe," "estimate," "predict," "potential," "continue,"
"likely," "will," "would" and variations of these terms and similar
expressions, or the negative of these terms or similar expressions.
Such forward-looking statements are necessarily based upon
estimates and assumptions that, while considered reasonable by our
management, and us are inherently uncertain. We caution you not to
place undue reliance on any forward-looking statements, which are
made as of the date of this press release. We undertake no
obligation to update publicly any of these forward-looking
statements to reflect actual results, new information or future
events, changes in assumptions or changes in other factors
affecting forward-looking statements, except to the extent required
by applicable laws. If we update one or more forward-looking
statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking
statements. Certain risks and uncertainties applicable to our
operations and us are described in the "Risk Factors" section of
our most recent Annual Report on Form 10-K and in other filings we
have made with the U.S. Securities and Exchange Commission. These
reports are publicly available at www.sec.gov.
HLYK Contact:
George O'Leary
Chief Financial
Officer
goleary@healthlynked.com
+1 (800)-928-7144,
ext. 103