Item 1.01 Entry Into A Material Definitive Agreement.
Private Placement Subscription Agreement
On October 22, 2020, Healthcare Merger Corp. ("Parent") entered into a
Subscription Agreement (the "BSMH Subscription Agreement") with Bon Secours
Mercy Health, Inc. ("BSMH"), pursuant to which BSMH has agreed to purchase an
aggregate of 100,000 shares of Parent Class A common stock in a private
placement for $10.00 per share (the "BSMH Private Placement"). The proceeds from
the BSMH Private Placement will be used to partially fund the cash consideration
to be paid to the stockholders of Specialists On Call, Inc. (the "Company") at
the closing of the transactions contemplated by that certain Agreement and Plan
of Merger (the "Merger Agreement"), dated as of July 29, 2020, by and among
Parent, Sabre Merger Sub I, Inc., Sabre Merger Sub II, LLC, and the Company, and
for general working capital purposes following the closing.
The BSMH Subscription Agreement will terminate upon the earlier to occur of
(a) the termination of the Merger Agreement in accordance with its terms, (b)
the mutual written agreement of the parties to such Subscription Agreement and
(c) February 5, 2021. As of the date hereof, the shares of Parent Class A common
stock to be issued in connection with the BSMH Subscription Agreement have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"). Parent will, within 30 days after the consummation of the transactions
contemplated by the Merger Agreement, file with the SEC a registration statement
registering the resale of such shares of Parent Class A common stock and will
use its commercially reasonable efforts to have such registration statement
declared effective as soon as practicable after the filing thereof. A copy of
the BSMH Subscription Agreement is attached hereto as Exhibit 10.1, and is
incorporated herein by reference, and the foregoing description of the BSMH
Private Placement is qualified in its entirety by reference thereto.
Item 7.01 Regulation FD Disclosure.
On October 23, 2020, Parent and the Company issued a joint press release to
announce the BSMH Private Placement. The press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein. Notwithstanding the
foregoing, information contained on the websites of Parent, the Company or any
of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise
connected thereto does not constitute part of nor is it incorporated by
reference into this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of Parent under the Securities Act, or the Exchange
Act, regardless of any general incorporation language in such filings. This
Current Report on Form 8-K will not be deemed an admission as to the materiality
of any of the information in this Item 7.01, including Exhibit 99.1.
Additional Information; Participants in the Solicitation
In connection with the proposed business combination contemplated by the Merger
Agreement, Parent has filed a registration statement on Form S-4 with the
Securities and Exchange Commission ("SEC"), which includes a proxy statement
distributed to holders of Parent's common stock in connection with Parent's
solicitation of proxies for the vote by Parent's stockholders with respect to
the proposed business combination and other matters as described in the
registration statement; a consent solicitation statement distributed to the
Company's stockholders in connection with the Company's solicitation of written
consents to approve the proposed business combination; and a prospectus relating
to the offer of the securities to be issued to the Company's stockholders in
connection with the proposed business combination. The registration statement
has been declared effective by the SEC, and Parent has mailed the definitive
proxy statement/prospectus to its stockholders of record as of September 25,
2020 for voting on the proposed business combination at the Special Meeting of
Stockholders to be held on October 30, 2020. Stockholders and other interested
persons are urged to read the proxy statement/consent solicitation
statement/prospectus and any other relevant documents filed with the SEC because
they contain important information about Parent, the Company and the proposed
business combination. Stockholders can obtain a free copy of the definitive
proxy statement/consent solicitation statement/prospectus, as well as other
filings containing information about Parent, the Company and the proposed
business combination, without charge, at the SEC's website located at
www.sec.gov. Parent and its directors and executive officers and other persons
may be deemed to be participants in the solicitations of proxies from Parent's
stockholders in respect of the proposed business combination and the other
matters set forth in the definitive proxy statement/consent solicitation
statement/prospectus. Information regarding Parent's directors and executive
officers is available under the heading "Directors, Executive Officers and
Corporate Governance" in its Annual Report on Form 10-K for the year ended
December 31, 2019, filed with the SEC on March 25, 2020. Additional information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained
in the definitive proxy statement/consent solicitation statement/prospectus
relating to the proposed business combination. This Current Report on Form 8-K
does not contain all the information that should be considered in respect of the
proposed business combination. It is not intended to form any basis of any
investment decision or any decision in respect to the proposed business
combination.
1
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "potential," "predict," "project,"
"forecast," "intend," "may," "should," "would," "will," "expect," "continue,"
"anticipate," "believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements about the expected timing of the completion of the
proposed business combination, the anticipated use of the proceeds from the BSMH
Private Placement and information regarding estimates and forecasts of other
financial and performance metrics and projections of market opportunity and
market share. These statements are based on various assumptions, whether or not
identified in this Current Report on Form 8-K, and on the current expectations
of the Company's and Parent's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of the Company and Parent. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely consummate
the proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or that the approval of
the stockholders of Parent or the Company is not obtained; failure to realize
the anticipated benefits of the proposed business combination; risks relating to
the uncertainty of the projected financial information with respect to the
Company; risks related to the Company's business, adoption of its software
platform and other matters; the effects of competition on the Company's future
business; the amount of redemption requests made by Parent's public
stockholders; the ability of Parent or the combined company to issue equity or
equity-linked securities in connection with the proposed business combination or
in the future, and those factors discussed in the registration statement under
the heading "Risk Factors," and other documents of Parent filed, or to be filed,
with the SEC, as well as in any materials made available to you in connection
with this Presentation. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither
Parent nor the Company presently know or that Parent and the Company currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Parent's and the Company's expectations, plans or forecasts
of future events and views as of the date of this Current Report on Form 8-K.
Parent and the Company anticipate that subsequent events and developments will
cause Parent's and the Company's assessments to change. However, while Parent
and the Company may elect to update these forward-looking statements at some
point in the future, Parent and the Company specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as
representing Parent's and the Company's assessments as of any date subsequent to
the date of this Current Report on Form 8-K. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
2
Item 9.01 Exhibits.
(d) List of Exhibits.
© Edgar Online, source Glimpses