Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement Amendments
On
The foregoing description of the First Merger Agreement Amendment and the Second Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Merger Agreement Amendment and the Second Merger Agreement Amendment, which are filed as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and are incorporated herein by reference. The representations, warranties and covenants in the First Merger Agreement Amendment and the Second Merger Agreement Amendment are qualified
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by confidential disclosure schedules and were made solely for the benefit of the
parties to the First Merger Agreement Amendment and the Second Merger Agreement
Amendment for the purpose of allocating contractual risk among those parties,
and do not establish these matters as facts. Investors should not rely on the
representations, warranties and covenants as characterizations of the actual
state of facts or condition of
Amended and Restated Unit Purchase Agreement
On
The foregoing description of the Unit Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Unit Purchase Agreement, which is filed as Exhibit 2.3 hereto and is
incorporated herein by reference. The representations, warranties and covenants
in the Unit Purchase Agreement Amendment are qualified by confidential
disclosure schedules and were made solely for the benefit of the parties to the
Unit Purchase Agreement for the purpose of allocating contractual risk among
those parties, and do not establish these matters as facts. Investors should not
rely on the representations, warranties and covenants as characterizations of
the actual state of facts or condition of the Company,
Amended and Restated Limited Liability Company Agreement
On
The foregoing description of the A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R LLCA, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the first paragraph under the heading "Introductory
Note" and under the heading "Merger Agreement Amendments" under Item 1.01 herein
is incorporated by reference into this Item 2.01. For further information
regarding the terms and conditions of the Merger Agreement, see the description
of the Merger Agreement contained in the Company's Current Report on Form 8-K
filed on
Item 8.01. Other Events. Credit Agreement
On
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consisting of (i) a senior secured term loan facility in an aggregate original
principal amount of
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit Description 2.1 First Amendment to Agreement and Plan of Merger, dated as ofNovember 14, 2022 , by and amongWP CityMD Topco LLC ,Village Practice Management Company, LLC andProject Teton Merger Sub LLC 2.2 Second Amendment to Agreement and Plan of Merger, dated as ofJanuary 3, 2023 , by and amongWP CityMD Topco LLC ,Village Practice Management Company Holdings, LLC ,Village Practice Management Company, LLC and Project Teton Merger Sub LLC* 2.3 Amended and Restated Class E Preferred Unit and ClassF Preferred Unit Purchase Agreement, dated as ofJanuary 3, 2023 , by and among WBA Acquisition 5, LLC,Walgreens Boots Alliance, Inc. ,Cigna Health & Life Insurance Company ,Evernorth Health, Inc. ,Village Practice Management Company, LLC and certain members ofVillage Practice Management Company , LLC* 10.1 Amended and Restated Limited Liability Company Agreement of VillagePractice Management Company Holdings, LLC , dated as ofJanuary 3, 2023 , by and amongVillage Practice Management Company Holdings, LLC and its members* 104 Cover Page Interactive Data File (formatted as inline XBRL)
* Certain schedules and exhibits to this agreement have been omitted pursuant to
Items 601(a)(5) of Regulation S-K, and the Company agrees to furnish
supplementally to the
schedule and/or exhibit upon request.
Cautionary Note Regarding Forward-Looking Statements
All statements in this report that are not historical, including, without limitation, those regarding the anticipated effects of the Summit Health-CityMD Acquisition, the VillageMD Investments, the VillageMD Restructuring and the VillageMD Facilities, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "will," "likely," "intend," "plan," "aim," "continue," "believe," "seek," "anticipate," "upcoming," "may," "possible," and variations of such words and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or
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anticipated. These risks, assumptions and uncertainties include those described
in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the fiscal year
ended
We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
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