UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No.
2)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION
13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
SHARECARE, INC.
(Name of the Issuer)
Sharecare, Inc.
Impact Acquiror Inc.
Impact Merger
Sub Inc.
Impact Aggregator
LP
Impact Upper Parent Inc.
Altaris, LLC
Altaris Health
Partners V, L.P.
AHP V GP, L.P.
Altaris Health
Partners V-A, L.P.
Claritas Capital Fund IV, LP
Claritas Dozoretz Partners, LLC
Claritas Irby, LLC
Claritas Opportunity Fund 2013, LP
Claritas Opportunity Fund II, LP
Claritas Sharecare CN Partners, LLC
Claritas Opportunity Fund IV, L.P.
Claritas Cornerstone Fund, LP
Claritas Sharecare 2018 Notes, LLC
Claritas Sharecare Notes, LLC
Claritas Sharecare 2019 Notes, LLC
Claritas Opportunity Fund V, LP
Claritas SC Bactes Partners, LLC
Claritas SC Partners, LLC
Claritas Sharecare F3 LLC
Claritas Sharecare-CS Partners, LLC
Claritas Frist Partners, LLC
Claritas Sharp Partners, LLC
Claritas Sharecare Partners, LLC
Claritas Irby Partners II, LLC
Claritas Capital SLP - V, GP
CC Partners IV, LLC
CC SLP IV, GP
Claritas Capital, LLC
CC SLP V, GP
Claritas SCB SLP, GP
CC Partners V, LLC
Claritas Capital EGF - V Partners, LLC
Claritas Capital EGF - IV Partners, LLC
Claritas SC-SLP, GP
Claritas Opportunity Fund Partners II, LLC
Claritas Capital Management Services, Inc.
John H. Chadwick
Jeffrey T. Arnold
Arnold Media Group, LLC
JT Arnold Enterprises, II LLLP
(Names of Persons Filing Statement)
Common Stock,
par value $0.0001 per share
(Title of Class of Securities)
81948W104
(CUSIP Number of Class of Securities)
Carrie
Ratliff
Chief Legal Officer
Sharecare, Inc.
255 East Paces Ferry Road NE, Suite 700
Atlanta, Georgia 30305
Tel: (404) 671-4000 |
Impact
Acquiror Inc.
Impact Merger
Sub Inc.
Impact Aggregator
LP
Impact Upper Parent Inc.
Altaris,
LLC
Altaris
Health Partners V, L.P.
AHP V GP,
L.P.
Altaris
Health Partners V-A, L.P.
c/o Altaris, LLC
10 East 53rd Street, 31st Floor
New York, New York 10022
Tel: (212) 931-0250 |
John
H. Chadwick
Claritas Capital Fund IV, LP
Claritas Dozoretz Partners, LLC
Claritas Irby, LLC
Claritas Opportunity Fund 2013, LP
Claritas Opportunity Fund II, LP
Claritas Sharecare CN Partners, LLC
Claritas Opportunity Fund IV, L.P.
Claritas Cornerstone Fund, LP
Claritas Sharecare 2018 Notes, LLC
Claritas Sharecare Notes, LLC
Claritas Sharecare 2019 Notes, LLC
Claritas Opportunity Fund V, LP
Claritas SC Bactes Partners, LLC
Claritas SC Partners, LLC
Claritas Sharecare F3 LLC
Claritas Sharecare-CS Partners, LLC
Claritas Frist Partners, LLC
Claritas Sharp Partners, LLC
Claritas Sharecare Partners, LLC
Claritas Irby Partners II, LLC
Claritas Capital SLP - V, GP
CC Partners IV, LLC
CC SLP IV, GP
Claritas Capital, LLC
CC SLP V, GP
Claritas SCB SLP, GP
CC Partners V, LLC
Claritas Capital EGF - V Partners, LLC
Claritas Capital EGF - IV Partners, LLC
Claritas SC-SLP, GP
Claritas Opportunity Fund Partners II, LLC
Claritas Capital Management Services, Inc.
c/o Claritas Capital
30 Burton Hills Blvd, Suite 500
Nashville, Tennessee 37215
Tel: 615-665-8250 |
Jeffrey
T. Arnold
Arnold Media
Group, LLC
JT Arnold
Enterprises, II LLLP
255 East Paces Ferry Road NE, Suite 700
Atlanta, Georgia 30305
Tel: (404) 671-4000 |
(Name, Address, and
Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies
to
Mark Gordon
Meng Lu
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Tel: (212) 403-1000 |
David Feirstein
William Lay
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800 |
Jackie Cohen
Carolyn Vardi
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 596-9000 |
Rahul Patel
King & Spalding LLP
1180 Peachtree Street, NE
Atlanta, Georgia 30309
Tel: (404) 572-4600 |
This statement is filed in connection
with (check the appropriate box):
| a. | x |
The
filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C
or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| | |
|
| b. | ¨ |
The
filing of a registration statement under the Securities Act of 1933. |
| | |
|
| c. | ¨ |
A
tender offer. |
| | |
|
| d. | ¨ |
None
of the above. |
Check the following box if the soliciting
materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing
is a final amendment reporting the results of the transaction: ☐
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of
this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation
to the contrary is a criminal offense.
TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 2 (“Amendment No. 2”)
to the Transaction Statement on Schedule 13E-3 (as amended hereby, this “Transaction Statement”) is being filed with
the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,”
and collectively, the “Filing Persons”): (1) Sharecare, Inc., a Delaware corporation (“Sharecare”
or the “Company”) and the issuer of the common stock, par value $0.0001 per share (the “Sharecare Common
Stock”); (2) Impact Acquiror Inc. (“Parent”), a Delaware corporation and an affiliate of Altaris, LLC, a
Delaware limited liability company (“Altaris”); (3) Impact Aggregator LP, a Delaware limited partnership and an affiliate
of Altaris (“TopCo LP”); (4) Impact Upper Parent Inc., a Delaware corporation and an affiliate of Altaris (“TopCo
Inc.”); (5) Impact Merger Sub Inc., a Delaware corporation, a wholly owned subsidiary of Parent and an affiliate of Altaris
(“Merger Sub”, and together with Parent, the “Buyer Parties”); (6) each of the following Persons:
(a) Altaris, (b) Altaris Health Partners V, L.P., a Delaware limited partnership, (c) AHP V GP, L.P., a Delaware limited partnership,
and (d) Altaris Health Partners V-A, L.P., a Delaware limited partnership; (7) each of the following Persons: Claritas Capital SLP –
V, GP, a Tennessee general partnership, CC Partners IV, LLC, a Delaware limited liability company, CC SLP IV, GP, a Tennessee general
partnership, Claritas Capital, LLC, a Delaware limited liability company, CC SLP V, GP, a Tennessee general partnership, Claritas SCB
SLP, GP, a Tennessee general partnership, CC Partners V, LLC, a Delaware limited liability company, Claritas Capital EGF – V Partners,
LLC, a Delaware limited liability company, Claritas Capital EGF – IV Partners, LLC, a Delaware limited liability company, Claritas
SC-SLP, GP, a Tennessee general partnership and Claritas Opportunity Fund Partners II, LLC, a Delaware limited liability company; and
(8) each of the following Persons (each, a “Rollover Stockholder,” and collectively, the “Rollover Stockholders”):
(a) John H. Chadwick; Claritas Capital Fund IV, LP, a Delaware limited partnership; Claritas Dozoretz Partners, LLC, a Delaware limited
liability company; Claritas Irby, LLC, a Delaware limited liability company; Claritas Opportunity Fund 2013, LP, a Delaware limited partnership;
Claritas Opportunity Fund II, LP, a Delaware limited partnership; Claritas Sharecare CN Partners, LLC, a Delaware limited liability company;
Claritas Opportunity Fund IV, L.P., a Delaware limited partnership; Claritas Cornerstone Fund, LP, a Delaware limited partnership; Claritas
Sharecare 2018 Notes, LLC, a Delaware limited liability company; Claritas Sharecare Notes, LLC, a Delaware limited liability company;
Claritas Sharecare 2019 Notes, LLC, a Delaware limited liability company; Claritas Opportunity Fund V, LP, a Delaware limited partnership;
Claritas SC Bactes Partners, LLC, a Delaware limited liability company; Claritas SC Partners, LLC, a Delaware limited liability company;
Claritas Sharecare F3 LLC, a Delaware limited liability company; Claritas Sharecare- CS Partners, LLC, a Delaware limited liability company;
Claritas Frist Partners, LLC, a Delaware limited liability company; Claritas Sharp Partners, LLC, a Delaware limited liability company;
Claritas Sharecare Partners, LLC, a Delaware limited liability company; Claritas Irby Partners II, LLC, a Delaware limited liability
company; and Claritas Capital Management Services, Inc., a Tennessee corporation (collectively, the “Claritas Rollover Stockholders”)
and (b) Jeffrey T. Arnold, Arnold Media Group, LLC, a Delaware limited liability company, and JT Arnold Enterprises, II LLLP, a Georgia
limited liability limited partnership.
This Transaction Statement relates to the Agreement
and Plan of Merger, dated June 21, 2024 (including all exhibits and documents attached thereto, and as it may be amended, supplemented
or modified, from time to time, the “Merger Agreement”), by and among Sharecare, Parent and Merger Sub. Pursuant to
the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Sharecare, with Sharecare
surviving the Merger as a subsidiary of Parent (the “Merger”).
At the effective time of the Merger (the “Effective
Time”), each share of Sharecare Common Stock issued and outstanding immediately prior to the Effective Time, other than the
Excluded Shares (as defined below), will be cancelled and automatically converted into the right to receive cash in an amount equal to
$1.43 per share, without interest (the “Merger Consideration”), subject to any applicable withholding taxes. Each
share of Sharecare’s Series A convertible preferred stock, par value $0.0001 per share (the “Sharecare Preferred Stock”),
issued and outstanding immediately prior to the Effective Time will not be converted into the right to receive the Merger Consideration
and will remain issued and outstanding following the Effective Time. As a result of the Merger, Sharecare will cease to be a publicly
traded company.
The “Excluded Shares” consists
of: (i) any shares that are owned by Sharecare and not held on behalf of third parties; (ii) any shares that are owned by Merger Sub;
(iii) any shares of Sharecare Preferred Stock; (iv) any shares that are held by Sharecare stockholders who have neither voted in favor
of the Merger nor consented thereto in writing and who are entitled to exercise and have properly and validly exercised and not withdrawn
their statutory rights of appraisal in respect of such shares of Sharecare Common Stock in accordance with Section 262 of the General
Corporation Law of the State of Delaware (the “DGCL”) (the “Dissenting Shares”); (v) any shares
that are owned by Parent; (vi) any shares subject to that certain Earnout Escrow Agreement, dated July 1, 2021, by and among Falcon Capital
Acquisition Corp., Colin Daniel, Falcon Equity Investors LLC and Continental Stock Transfer & Trust Company (the “Earnout
Shares”); and (vii) any Rollover Shares (as defined below), in each case, that are issued and outstanding immediately prior
to the Effective Time.
In connection with execution of the Merger Agreement,
(i) Mr. Arnold entered into a rollover agreement, dated June 21, 2024, with TopCo LP and TopCo Inc.; and (ii) the Claritas Rollover Stockholder,
entered into a rollover agreement, dated June 25, 2024, with TopCo LP and TopCo Inc. (such rollover agreements, collectively, the “Rollover
Agreements”), pursuant to which, among other things, such Rollover Stockholders agreed to vote all of their respective shares
of Sharecare Common Stock (whether or not such shares constitute Rollover Shares that are rolled over pursuant to the Rollover Agreements)
in favor of the adoption of the Merger Agreement, subject to certain terms and conditions contained in the applicable Rollover Agreements.
In addition, pursuant to the Rollover Agreements, (1) immediately prior to the Effective Time, each of the Rollover Stockholders will,
among other things, directly or indirectly through a series of related transactions contribute (the “TopCo Contribution and
Exchange”) a portion of the shares of Sharecare Common Stock (the “Rollover Shares”) he or it respectively
owns to TopCo Inc., the parent entity of Parent, in exchange for equity interests of TopCo Inc. (the “TopCo Shares”);
(2) immediately following the TopCo Contribution and Exchange and immediately prior to the Effective Time, each of the Rollover Stockholders
will contribute all of the TopCo Shares he or it respectively owns as a result of the TopCo Contribution and Exchange to TopCo LP, the
parent entity of TopCo Inc., in exchange for equity interests of TopCo LP; and (3) immediately following the TopCo Contribution and Exchange
and immediately prior to the Effective Time, TopCo Inc. will contribute the Rollover Shares to Parent, and each Rollover Share will automatically
be converted into one share of common stock of the Surviving Corporation upon the consummation of the Merger. The Rollover Shares to
be contributed by Mr. Arnold will consist of all shares of Sharecare Common Stock held by Mr. Arnold immediately prior to the Effective
Time, provided that Mr. Arnold may, at his option, elect to reduce the number of Rollover Shares he contributes by up to 2,700,000 shares,
and such shares that are not contributed will be converted into the right to receive the Merger Consideration at the Effective Time.
The board of directors of Sharecare (the “Board”)
formed a special committee of the Board comprised solely of independent directors (the “Special Committee”) to, among
other things, evaluate and make recommendations to the Board regarding proposals relating to the potential acquisition of Sharecare by
potential counterparties. The Special Committee, as more fully described in the Company’s definitive proxy statement (the “Proxy
Statement”) filed concurrently with the filing of this Transaction Statement under Regulation 14A of the Exchange Act with
the SEC, evaluated the Merger, with the assistance of its own independent financial and legal advisors. After careful consideration,
the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on June 21, 2024, unanimously (1) determined
that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests
of Sharecare and its stockholders (other than the Rollover Stockholders), which group the Special Committee considered to be situated
substantially similarly to, and include, Sharecare’s “unaffiliated security holders” (as defined in Rule 13e-3(a)(4)
(“Rule 13e-3) under the Securities Act of 1934, as amended (the “Exchange Act”)), (2) determined that
it is in the best interests of Sharecare and declared it advisable to enter into the Merger Agreement and (3) recommended that the Board
approve and authorize the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger.
The Board (acting upon the recommendation of the
Special Committee), by unanimous vote of Sharecare’s directors (other than Mr. Arnold and Mr. Chadwick, who recused themselves
due to the status of each as a Rollover Stockholder or a potential Rollover Stockholder, as applicable), (1) determined that the terms
of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Sharecare
and its stockholders (other than the Rollover Stockholders), which group the Sharecare Board considered to be situated substantially
similarly to, and include, Sharecare’s “unaffiliated security holders” (as defined in Rule 13e-3 under the Exchange
Act), (2) determined that it is in the best interests of Sharecare and its stockholders (other than the Rollover Stockholders) and declared
it advisable to enter into the Merger Agreement, (3) approved the execution and delivery by Sharecare of the Merger Agreement, the performance
by Sharecare of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and any other transactions
contemplated thereby upon the terms and subject to the conditions contained in the Merger Agreement, and (4) resolved to recommend that
Sharecare’s stockholders vote to adopt and approve the Merger Agreement, in each case on the terms and subject to the conditions
set forth in the Merger Agreement.
The Merger cannot be completed without the affirmative
vote of the holders representing a majority of the aggregate voting power of the outstanding shares of Sharecare Common Stock and Sharecare
Preferred Stock entitled to vote thereon, voting together as a single class, to adopt the Merger Agreement.
The Company is filing the Proxy Statement with
the SEC concurrently with the filing of this Transaction Statement under Regulation 14A of the Exchange Act, pursuant to which the Company
is soliciting proxies from the Company’s stockholders in connection with the Merger. The Proxy Statement is attached hereto as
Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A. Copies of the Rollover Agreements are attached
to the Proxy Statement as Annexes D and E. Terms used but not defined in this Transaction Statement have the meanings assigned to them
in the Proxy Statement.
Pursuant to General Instruction F to Schedule
13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety,
and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references
below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information
required to be included in response to the items of Schedule 13E-3.
The information concerning the Company contained
in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all
information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy
Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information
supplied by any other Filing Person.
SCHEDULE 13E-3 ITEMS
| Item 1. | Summary Term Sheet |
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
| Item 2. | Subject Company Information |
(a) Name and address. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—The Parties to the Merger”
“Questions and Answers”
“The Parties to the Merger—Sharecare”
“Important Information Regarding Sharecare”
“Where You Can Find Additional Information”
(b) Securities. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—The Special Meeting—Record Date;
Shares Entitled to Vote; Quorum”
“Questions and Answers”
“The Special Meeting—Record Date; Shares Entitled to Vote;
Quorum”
“Important Information Regarding Sharecare—Security Ownership
of Certain Beneficial Owners and Management”
(c) Trading market and price. The information set
forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding Sharecare—Market Price
of Sharecare Common Stock and Sharecare Warrants”
(d) Dividends. The information set forth in the
Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding Sharecare—Dividends”
(e) Prior public offerings. The information set
forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding Sharecare—Prior Public
Offerings”
(f) Prior stock purchases. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Important Information Regarding Sharecare”
“Transactions in Sharecare Common Stock”
“Important Information Regarding Sharecare—Past Contracts,
Transactions, Negotiations and Agreements”
| Item 3. | Identity and Background of Filing Person |
(a) – (c) Name and address; Business and background
of entities; Business and background of natural persons. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet—The Parties to the Merger”
“Questions and Answers”
“The Parties to the Merger”
“Important Information Regarding Sharecare”
“Important Information Regarding the Purchaser Filing Parties”
“Where You Can Find Additional Information”
| Item 4. | Terms of the Transaction |
(a)-(1) Material terms. Tender offers.
Not applicable
(a)-(2) Material terms. Mergers or similar
transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“Special Factors—Accounting Treatment”
“Special Factors—Material U.S. Federal Income Tax Consequences
of the Merger”
“The Special Meeting—Votes Required”
“The Merger Agreement—Effect of the Merger”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Exchange and Payment Procedures”
“The Merger Agreement—Conditions to the Closing of the
Merger”
Annex A—Agreement and Plan of Merger
(c) Different terms. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“Special Factors—Limited Guarantee”
“Special Factors—Financing of the Merger—Rollover
Equity”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Exchange and Payment Procedures”
“The Merger Agreement—Employee Matters”
“The Merger Agreement—Indemnification and Insurance”
“The Rollover Agreements”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
(d) Appraisal rights. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—Appraisal Rights”
“Questions and Answers”
“The Special Meeting—Appraisal Rights”
“Special Factors—Certain Effects of the Merger”
“Appraisal Rights”
(e) Provisions for unaffiliated security holders.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Provisions for Unaffiliated Sharecare Stockholders”
(f) Eligibility for listing or trading. Not applicable.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements |
(a)(1) – (2) Transactions. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“Special Factors—Limited Guarantee”
“Special Factors—Financing of the Merger”
“The Rollover Agreements”
“Important Information Regarding Sharecare—Prior Public
Offerings”
“Important Information Regarding Sharecare—Transactions
in Sharecare Common Stock”
“Important Information Regarding Sharecare—Past Contracts,
Transactions, Negotiations and Agreements”
“Important Information Regarding the Purchaser Filing Parties”
“Proposal 2: The Compensation Proposal”
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
(b) – (c) Significant corporate events; Negotiations
or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“The Merger Agreement”
“The Rollover Agreements”
Annex A—Agreement and Plan of Merger
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
(e) Agreements involving the subject company’s securities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“The Merger Agreement”
“The Special Meeting—Votes Required”
“The Rollover Agreements”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
| Item 6. | Purposes of the Transaction and Plans or Proposals |
(b) Use of securities acquired. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Delisting and Deregistration of Sharecare
Common Stock and Sharecare Warrants”
“Special Factors—Financing of the Merger”
“The Merger Agreement—Effect of the Merger”
“The Merger Agreement—Merger Consideration”
Annex A—Agreement and Plan of Merger
(c)(1) – (8) Plans. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“The Merger Agreement—Effect of the Merger”
“The Merger Agreement— Certificate of Incorporation; Bylaws;
Directors and Officers”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Exchange and Payment Procedures”
“The Rollover Agreements”
“Important Information Regarding Sharecare”
Annex A—Agreement and Plan of Merger
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
| Item 7. | Purposes, Alternatives, Reasons and Effects |
(a) Purposes. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
(b) Alternatives. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
(c) Reasons. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
“Special Factors—Unaudited Prospective Financial Information”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
(d) Effects. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“Special Factors—Material U.S. Federal Income Tax Consequences
of the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“Special Factors—Fees and Expenses”
“Special Factors—Delisting and Deregistration
of Sharecare Common Stock and Sharecare Warrants”
“The Merger Agreement—Effect of the Merger”
“The Merger Agreement— Certificate of Incorporation; Bylaws;
Directors and Officers”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Indemnification and Insurance”
“The Merger Agreement—Employee Matters”
“The Rollover Agreements”
“Appraisal Rights”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
| Item 8. | Fairness of the Transaction |
(a) – (b) Fairness; Factors considered in determining
fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
(c) Approval of security holders. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Reasons for the Merger; Recommendations
of the Special Committee and the Sharecare Board”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Plans for Sharecare After the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“The Special Meeting—Record Date; Shares Entitled to Vote;
Quorum”
“The Special Meeting—Votes Required”
“The Special Meeting—Voting of Proxies”
“The Special Meeting—Revocability of Proxies”
“The Merger Agreement—Conditions to the Closing of the
Merger”
“Proposal 1: The Merger Proposal”
Annex A—Agreement and Plan of Merger
(d) Unaffiliated representative. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
(e) Approval of directors. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
(f) Other offers. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
| Item 9. | Reports, Opinions, Appraisals and Negotiations |
(a) – (b) Report, opinion or appraisal; Preparer
and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – Houlihan Lokey”
“Special Factors—Opinion of the Financial Advisors to
the Special Committee – MTS Securities”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Where You Can Find Additional Information”
Annex B—Opinion of Houlihan Lokey
Annex C—Opinion of MTS Securities
(c) Availability of documents. The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Where You Can Find Additional Information”
The reports, opinions or appraisals referenced in this Item 9 will
be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any
interested equity holder of Sharecare Common Stock or by a representative who has been so designated in writing.
| Item 10. | Source and Amounts of Funds or Other Consideration |
(a) – (b), (d) Source of funds; Conditions; Borrowed
funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“The Merger Agreement—Other Covenants”
“The Merger Agreement—Conditions to the Closing of the
Merger”
“The Merger Agreement—Conduct of Business Pending the
Merger”
Annex A—Agreement and Plan of Merger
(c) Expenses. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Certain Effects on Sharecare if the Merger
Is Not Completed”
“Special Factors—Fees and Expenses”
“The Special Meeting—Solicitation of Proxies”
“The Merger Agreement—Other Covenants”
“The Merger Agreement—Company Termination Fee”
“The Merger Agreement—Fees and Expenses”
“The Merger Agreement—Indemnification and Insurance”
Annex A—Agreement and Plan of Merger
| Item 11. | Interest in Securities of the Subject Company |
(a) Securities ownership. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“The Rollover Agreements”
“Important Information Regarding Sharecare—Security Ownership
of Certain Beneficial Owners and Management”
“Important Information Regarding the Purchaser Filing Parties”
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
(b) Securities transactions. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“The Merger Agreement”
“The Rollover Agreements”
“Important Information Regarding Sharecare—Prior Public
Offerings”
“Important Information Regarding Sharecare—Transactions
in Sharecare Common Stock”
Annex A—Agreement and Plan of Merger
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
| Item 12. | The Solicitation or Recommendation |
(d) Intent to tender or vote in a going-private transaction.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Intent of Certain Stockholders to Vote
in Favor of the Merger”
“The Special Meeting—Votes Required”
“The Rollover Agreements”
Annex D—Arnold Rollover Agreement
Annex E—Claritas Rollover Agreement
(e) Recommendation of others. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Purposes and Reasons of Parent and the
Altaris Filing Parties”
“Special Factors—Purposes and Reasons of the Rollover
Filing Parties”
“Proposal 1: The Merger Proposal”
| Item 13. | Financial Statements |
(a) Financial information. The audited consolidated
financial statements set forth in Item 8 of the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 and the unaudited financial statements set forth in Item 1 of the
Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2024 and June
30, 2024 are incorporated herein by reference.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Special Factors—Certain Effects of the Merger”
“Special Factors—Unaudited Prospective Financial Information”
“Important Information Regarding Sharecare—Selected Historical
Consolidated Financial Data”
“Important Information Regarding Sharecare—Book Value
Per Share”
“Where You Can Find Additional Information”
(b) Pro forma information. Not applicable.
| Item 14. | Persons/Assets, Retained, Employed, Compensated or Used |
(a) – (b) Solicitations or recommendations; Employees
and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation
of the Special Committee and the Sharecare Board”
“Special Factors—Position of the Altaris Filing Parties
and Parent Entities as to the Fairness of the Merger”
“Special Factors—Position of the Rollover Filing Parties
as to the Fairness of the Merger”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“Special Factors—Fees and Expenses”
“The Special Meeting—Solicitation of Proxies”
| Item 15. | Additional Information |
(b) Golden Parachute Compensation. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Interests of Sharecare’s Directors
and Executive Officers in the Merger”
“The Merger Agreement—Merger Consideration”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
(c) Other material information. The information
set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
The following exhibits are filed herewith:
16(a)(2)(i) Definitive Proxy Statement of Sharecare, Inc. (the “Proxy Statement”) (included in the Schedule 14A filed on September 17, 2024 and incorporated herein by reference).
16(a)(2)(ii)
Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
16(a)(2)(iii)
Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).
16(a)(2)(iv)
Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).
16(a)(2)(v)
Email to Employees, dated June 21, 2024 (included in Schedule 14A filed on June 21, 2024 and incorporated herein by reference).
16(a)(2)(vi)
LinkedIn Post and Employee FAQs, dated June 21, 2024 (included in Schedule 14A filed on June 24, 2024 and incorporated herein by reference).
16(a)(2)(vii)
Recorded Transcript of Employee Town Hall, dated June 28, 2024 (included in Schedule 14A filed on June 28, 2024 and incorporated herein
by reference).
16(a)(2)(viii)
Current Report on Form 8-K, dated June 21, 2024 (included in Form 8-K filed on June 21, 2024 and incorporated herein by reference).
16(a)(2)(ix)
Recorded Transcript of Employee Town Hall, dated August 16, 2024 (included in Schedule 14A filed on August 16, 2024 and incoroprated
herein by refrence).
16(b)(i)
Equity Commitment Letter, dated June 21, 2024, executed by Altaris Health Partners V, L.P. and Altaris Health Partners V-A, L.P., and
accepted and agreed to by Impact Acquiror Inc.†
16(c)(i)
Opinion of Houlihan Lokey to the Special Committee of the Board of Directors of Sharecare, Inc., dated June 21, 2024 (included as Annex
B to the Proxy Statement and incorporated herein by reference).
16(c)(ii)
Opinion of MTS Securities to the Special Committee of the Board of Directors of Sharecare, Inc., dated June 21, 2024 (included as Annex
C to the Proxy Statement and incorporated herein by reference).
16(c)(iii)
Discussion materials prepared by Houlihan Lokey, dated June 21, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc. and the Board of Directors of Sharecare, Inc.†
16(c)(iv)
Discussion materials prepared by Houlihan Lokey, dated June 17, 2024, for the Board of Directors of Sharecare, Inc.*†
16(c)(v)
Discussion materials prepared by Houlihan Lokey, dated June 14, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(vi)
Discussion materials prepared by Houlihan Lokey, dated June 12, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(vii)
Discussion materials prepared by Houlihan Lokey, dated June 3, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(viii)
Discussion materials prepared by Houlihan Lokey, dated May 31, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(ix)
Discussion materials prepared by Houlihan Lokey, dated May 28, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(x)
Discussion materials prepared by Houlihan Lokey, dated May 24, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xi)
Discussion materials prepared by Houlihan Lokey, dated May 21, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xii)
Discussion materials prepared by Houlihan Lokey, dated May 14, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xiii)
Discussion materials prepared by Houlihan Lokey, dated May 3, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xiv)
Discussion materials prepared by Houlihan Lokey, dated May 1, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xv)
Discussion materials prepared by Houlihan Lokey, dated April 19, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xvi)
Discussion materials prepared by Houlihan Lokey, dated April 12, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xvii)
Discussion materials prepared by Houlihan Lokey, dated April 8, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xviii)
Discussion materials prepared by Houlihan Lokey, dated March 24, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xix)
Discussion materials prepared by Houlihan Lokey, dated March 22, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xx)
Discussion materials prepared by Houlihan Lokey, dated March 15, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc.*†
16(c)(xxi)
Discussion materials prepared by Houlihan Lokey, dated March 11, 2024, for the Board of Directors of Sharecare, Inc.*†
16(c)(xxii)
Discussion materials prepared by Houlihan Lokey, dated February 8, 2024, for the Board of Directors of Sharecare, Inc.*†
16(c)(xxiii)
Discussion materials prepared by Houlihan Lokey, dated January 24, 2024, for the Board of Directors of Sharecare, Inc.*†
16(c)(xxiv)
Discussion materials prepared by Houlihan Lokey, dated October 2023 and reviewed on October 11, 2023 with the Board of Directors of Sharecare,
Inc.*†
16(c)(xxv)
Discussion materials prepared by MTS Securities, dated June 21, 2024, for the Special Committee of the Board of Directors of Sharecare,
Inc. and provided to the Board of Directors of Sharecare, Inc.*†
16(c)(xxvi)
Discussion materials prepared by MTS, dated June 19, 2024, for the Special Committee of the Board of Directors of Sharecare, Inc.*†
16(c)(xxvii)
Discussion materials prepared by MTS, dated June 12, 2024 (presented June 13, 2024), for the Special Committee of the Board of Directors
of Sharecare, Inc.*†
16(c)(xxviii)
Discussion materials prepared by MTS, dated May 2, 2024 (presented May 3, 2024), for the Special Committee of the Board of Directors
of Sharecare, Inc.*†
16(d)(i)
Agreement and Plan of Merger, dated as of June 21, 2024, by and among the Company, Parent and Merger Sub (included as Annex A to the
Proxy Statement and incorporated herein by reference).
16(d)(ii)
Rollover Agreement, dated as of June 21, 2024, by and among Impact Aggregator LP, Impact Upper Parent Inc. and Jeffrey T. Arnold (included
as Annex D to the Proxy Statement and incorporated herein by reference).
16(d)(iii)
Rollover Agreement, dated as of June 25, 2024, by and among Impact Aggregator LP, Impact Upper Parent Inc. and the Claritas Rollover
Stockholders (included as Annex E to the Proxy Statement and incorporated herein by reference).
16(d)(iv)
Limited Guarantee, dated June 21, 2024, delivered by Altaris Health Partners V, L.P. in favor of Sharecare, Inc.†
16(f)
Section 262 of the Delaware General Corporation Law.†
107
Filing Fee Table.†
| * | Certain portions of this exhibit have been redacted and separately
filed with the SEC pursuant to a request for confidential treatment. |
| | † | Previously filed. |
SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge
and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 17, 2024
SHARECARE, INC.
| By: |
/s/
Carrie Ratliff |
|
| |
Name: Carrie Ratliff |
|
| |
Title: Chief Legal Officer |
|
[Signature Page to Schedule
13E-3]
After due inquiry and to the
best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 17, 2024
| IMPACT ACQUIROR INC. |
|
| |
|
| By: |
/s/ Nicholas Fulco |
|
| |
Name: Nicholas Fulco |
|
| |
Title: President |
|
| |
|
| IMPACT MERGER SUB INC. |
|
| |
|
| By: |
/s/ Nicholas Fulco |
|
| |
Name: Nicholas Fulco |
|
| |
Title: President |
|
IMPACT AGGREGATOR LP
By: Altaris Health Partners
V, L.P., its General Partner
By: AHP V GP, L.P., its General
Partner
By: Altaris Partners, LLC,
its General Partner
| By: |
/s/ George E. Aitken-Davies |
|
| |
Name: George E. Aitken-Davies |
|
| |
Title: Manager |
|
| |
|
| IMPACT UPPER PARENT INC. |
|
| |
|
| By: |
/s/ Nicholas Fulco |
|
| |
Name: Nicholas Fulco |
|
| |
Title: President |
|
[Signature Page to Schedule
13e-3]
After due inquiry and to the best of the undersigned’s knowledge
and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 17, 2024
| ALTARIS, LLC |
|
| |
|
| By: |
/s/
George E. Aitken-Davies |
|
| |
Name: George E. Aitken-Davies |
|
| |
Title: Managing Director |
|
| |
|
| ALTARIS HEALTH PARTNERS V, L.P. |
|
| By: |
AHP V GP, L.P. its general partner |
|
| By: |
Altaris Partners, LLC, its general partner |
|
| |
|
|
| By: |
/s/ George
E. Aitken-Davies |
|
| |
Name: George E. Aitken-Davies |
|
| |
Title: Manager |
|
| |
|
| ALTARIS HEALTH PARTNERS V-A,
L.P. |
|
| By: |
AHP V GP, L.P., its general partner |
|
| By: |
Altaris Partners, LLC, its general partner |
|
| |
|
|
| By: |
/s/ George
E. Aitken-Davies |
|
| |
Name: George E. Aitken-Davies |
|
| |
Title: Manager |
|
| |
|
|
| AHP V GP, L.P. |
|
| By: |
Altaris Partners, LLC, its general partner |
|
| |
|
|
| By: |
/s/ George
E. Aitken-Davies |
|
| |
Name: George E. Aitken-Davies |
|
| |
Title: Manager |
[Signature Page to Schedule
13e-3]
After due inquiry and to the best of the undersigned’s knowledge
and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 17, 2024
| JEFFREY T. ARNOLD |
|
| |
|
| By: |
/s/
Jeff Arnold |
|
| |
Name: Jeff Arnold |
|
| |
|
| ARNOLD MEDIA GROUP, LLC |
|
| By: |
|
| |
|
| By: |
/s/ Jeff Arnold |
|
| |
Name: Jeff Arnold |
|
| |
Title: Manager |
|
| |
|
| JT ARNOLD ENTERPRISES, II LLLP |
|
| By: |
|
| |
|
| By: |
/s/ Jeff Arnold |
|
| |
Name: Jeff Arnold |
|
| |
Title: General Partner |
|
[Signature Page to Schedule
13e-3]
After due inquiry and to the best of the undersigned’s knowledge
and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 17, 2024
| JOHN H. CHADWICK |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: John H. Chadwick |
|
| |
|
| CLARITAS CAPITAL FUND IV, LP |
|
| By: Claritas Capital EGF – IV
Partners, LLC, its General Partner |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS DOZORETZ PARTNERS, LLC |
|
| By: Claritas Capital SLP – V,
GP, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
| CLARITAS IRBY, LLC |
|
| By: Claritas Capital SLP – V,
GP, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
| CLARITAS OPPORTUNITY FUND 2013,
LP |
|
| By: Claritas Capital EGF – V
Partners, LLC, its General Partner |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS OPPORTUNITY FUND II,
LP |
|
| By: Claritas Opportunity Fund Partners
II, LLC, its General Partner |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS SHARECARE CN PARTNERS,
LLC |
|
| By: Claritas Capital SLP – V,
GP, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
[Signature Page to Schedule 13e-3]
| CLARITAS OPPORTUNITY FUND IV,
L.P. |
|
| By: CC Partners IV, LLC, its General
Partner |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS CORNERSTONE FUND, LP |
|
| By: CC Partners IV, LLC, its General
Partner |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS SHARECARE 2018 NOTES,
LLC |
|
| By: CC SLP V, GP, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
| CLARITAS SHARECARE NOTES, LLC |
|
| By: CC SLP V, GP, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: John H. Chadwick |
|
| |
Title: Partner |
|
| |
|
| CLARITAS SHARECARE 2019 NOTES,
LLC |
|
| By: CC SLP V, GP, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
| CLARITAS OPPORTUNITY FUND V,
LP |
|
| By: CC Partners V, LLC, its General
Partner |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS SC BACTES PARTNERS,
LLC |
|
| By: Claritas SCB SLP, GP, its Managing
Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
| CLARITAS SC PARTNERS, LLC |
|
| By: Claritas SC-SLP, GP, its Managing
Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
[Signature Page to Schedule 13e-3]
| CLARITAS SHARECARE F3 LLC |
|
| By: Claritas Capital, LLC, its Managing
Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS SHARECARE-CS PARTNERS,
LLC |
|
| By: CC SLP IV, GP, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
| CLARITAS FRIST PARTNERS, LLC |
|
| By: CC Partners IV, LLC, its Managing
Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS SHARP PARTNERS, LLC |
|
| By: Claritas Capital, LLC, its Managing
Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS SHARECARE PARTNERS,
LLC |
|
| By: Claritas Capital EGF – IV
Partners, LLC, its Managing Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS IRBY PARTNERS II, LLC |
|
| By: Claritas Capital, LLC, its Managing
Member |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
| CLARITAS CAPITAL MANAGEMENT SERVICES,
INC. |
|
| |
|
| By: |
/s/
John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
President |
|
[Signature Page to Schedule
13e-3]
| CLARITAS CAPITAL SLP - V, GP |
|
| |
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
|
|
| CC PARTNERS IV, LLC |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
|
|
| CC SLP IV, GP |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
|
|
| CLARITAS CAPITAL, LLC |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
|
|
| CC SLP V, GP |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
|
|
| CLARITAS SCB SLP, GP |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
|
|
| CC PARTNERS V, LLC |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
|
|
| CLARITAS CAPITAL EGF - V PARTNERS, LLC |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
|
|
| CLARITAS CAPITAL EGF - IV PARTNERS, LLC |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
| |
|
|
|
| CLARITAS SC-SLP, GP |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Partner |
|
| |
|
|
|
| CLARITAS OPPORTUNITY FUND PARTNERS II, LLC |
|
| |
|
|
|
| By: |
/s/ John H. Chadwick |
|
| |
Name: |
John H. Chadwick |
|
| |
Title: |
Managing Member |
|
[Signature Page to Schedule
13e-3]
Sharecare (NASDAQ:SHCRW)
Historical Stock Chart
From Nov 2024 to Dec 2024
Sharecare (NASDAQ:SHCRW)
Historical Stock Chart
From Dec 2023 to Dec 2024
