Convey Health Solutions Holdings, Inc. (NYSE:CNVY) entered into a Stock Purchase Agreement agreement to acquire DMS Holdings, Inc. from Briggs Medical Service Company for $99.5 million on January 9, 2022. The total consideration includes $77.5 million in cash, subject to certain adjustments for, among other things, Target's cash, indebtedness and net working capital, with up to $15 million of additional cash payment if HealthSmart achieves certain 2022 revenue targets. In connection with the Purchase Agreement, Buyer has obtained debt financing commitments from Ares Capital Management LLC, PSP Investments Credit USA LLC and New Mountain Finance Advisers BDC, L.L.C. The parties have agreed to provide the Borrower with a first lien incremental term loan facility under the Borrower's existing First Lien Credit Agreement in an aggregate principal amount of up to $78 million. If the Purchase Agreement is terminated under certain circumstances, Convey will be required to pay to Seller a termination fee equal to $5,812,500.

The transaction is subject to customary closing conditions. The parties expect to close the transaction during the first quarter of 2022. HealthSmart team will be joining Convey Health. Darren M. Schweiger, Sartaj Gill, David H. Schnabel, Adam Kaminsky and Pritesh P. Shah of Davis Polk & Wardwell LLP, and Cahill Gordon & Reindel LLP of acted as legal advisor for Convey. Jerry Dentinger of BDO USA, LLP acted as Due Diligence Provider to Briggs Medical Service Company.

Convey Health Solutions Holdings, Inc. (NYSE:CNVY) completed the acquisition of DMS Holdings, Inc. from Briggs Medical Service Company for $89.7 million on February 1, 2022. Pursuant to the terms set forth in the Purchase Agreement, at closing Convey paid cash in an amount equal to $74.7 million, subject to certain adjustments for, among other things, DMS's cash, indebtedness and net working capital (the “Closing Purchase Price”). If the Target achieves certain amounts of net revenue in calendar year 2022, Convey will pay to Seller cash up to an additional $15 million.