21258C108
(CUSIP Number of Class of Securities)
Stephen
C. Farrell
Timothy Fairbanks
c/o Convey Health
Solutions
Holdings, Inc.
100 SE 3rd Avenue,
26th
Floor
Fort Lauderdale,
FL 33394
(800) 559-9358
|
Convey
Health
Solutions Holdings,
Inc.
100 SE 3rd Avenue,
26th Floor
Fort Lauderdale,
FL
33394
(800) 559-9358
|
|
Deirdre Harding
TPG Cannes Aggregation, L.P.,
Commodore Parent 2022, LLC,
Commodore Merger Sub 2022, Inc.,
TPG VIII Cannes Holdings, L.P.,
TPG Partners VIII, L.P.,
TPG GenPar VIII, L.P.,
TPG GenPar VIII Advisors, LLC,
TPG HC Cannes Holdings, L.P.
TPG Healthcare Partners, L.P.
TPG Healthcare Partners GenPar, L.P.
TPG Healthcare Partners GenPar Advisors,
LLC and
TPG Global, LLC
301 Commerce St., Suite 3300
Fort Worth, Texas 76102
(817)-871-4000 |
|
(Name, Address and Telephone
Numbers of Person
Authorized to Receive Notices
and Communications on Behalf of the Persons
Filing Statement) |
With copies to
Aaron Gruber
Andrew Wark
Cravath, Swaine & Moore LLP
825 8th Avenue
New York, NY 10019 |
H. Oliver Smith
Darren Schweiger
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017 |
Marni Lerner
Sebastian Tiller
Simpson Thacher &
Bartlett LLP
425 Lexington
Avenue
New York, NY 10017 |
|
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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 (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c)) under
the Securities Exchange Act of 1934 (the “Exchange Act”). |
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b. |
¨ |
The filing of a registration statement under the Securities Act of 1933. |
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c. |
¨ |
A tender offer. |
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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: x
Check the following box if the filing is a final amendment reporting
the results of the transaction: ¨
INTRODUCTION
This Amendment No. 1 (“Amendment
No. 1”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended
hereby, this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”)
pursuant to Section 13(e) of the Exchange Act, by (a) Convey Health Solutions Holdings, Inc., a Delaware corporation
(“Convey”), the issuer of the shares of common stock, par value $0.01 per share (the “Common Stock”),
of Convey that are the subject of the Rule 13e-3 transaction; (b) TPG Cannes Aggregation, L.P., a Delaware limited partnership
(the “Majority Stockholder”); (c) Commodore Parent 2022, LLC, a Delaware limited liability company and wholly
owned direct subsidiary of the Majority Stockholder (“Parent”); (d) Commodore Merger Sub 2022, Inc., a Delaware
corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”); (e) TPG VIII Cannes Holdings, L.P.,
a Delaware limited partnership; (f) TPG Partners VIII, L.P., a Delaware limited partnership; (g) TPG GenPar VIII, L.P., a Delaware
limited partnership; (h) TPG GenPar VIII Advisors, LLC, a Delaware limited liability company; (i) TPG HC Cannes Holdings, L.P.,
a Delaware limited partnership; (j) TPG Healthcare Partners, L.P., a Delaware limited partnership; (k) TPG Healthcare Partners
GenPar, L.P., a Delaware limited partnership (l) TPG Healthcare Partners GenPar Advisors, LLC, a Delaware limited liability company,
(m) TPG Global, LLC, a Delaware limited liability company, (n) Stephen C. Farrell, a natural person and (o) Timothy Fairbanks,
a natural person. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”
This Transaction Statement relates to the Agreement
and Plan of Merger, dated June 20, 2022 (the “Merger Agreement”), by and among Convey, Parent and Merger Sub.
The Merger Agreement provides that Merger Sub will merge with and into Convey, with Convey continuing as the surviving corporation (the
“Surviving Corporation”) and becoming a subsidiary of Parent (the “Merger”). In connection with
the Merger Agreement, TPG Partners VIII, L.P. and TPG Healthcare Partners, L.P. have entered into a limited guarantee (the “Limited
Guarantee”) with Convey with respect to the payment of a termination fee that may be payable by Parent to Convey under the
Merger Agreement, as well as certain reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, in each case,
subject to the terms of the Merger Agreement and the Limited Guarantee.
Concurrently with the execution of the Merger
Agreement on June 20, 2022, and as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into
the Merger Agreement, each of the following directors and/or officers of Convey – Stephen Farrell, John Steele, Kyle Stern, Timothy
Fairbanks, Sharad Mansukani, Stephanie Jones, Jonathan Starr, Giray Akar, Thomas Pelegrin, Jason Montrie, Scott Tracey and Michele Henderson
(each, a “Rollover Stockholder”), who collectively own approximately 4.1% of the issued and outstanding shares of
Common Stock, entered into a rollover and support agreement (each, a “Rollover and Support Agreement”) with Parent.
Pursuant to the Rollover and Support Agreements, each Rollover Stockholder, other than Sharad Mansukani, agreed to designate (A) 80%
of such Rollover Stockholder’s shares of Common Stock held as of the date of the Merger Agreement or, in the case of Sharad Mansukani,
100% of the shares of Common Stock held as of the date of the Merger Agreement, and (B) all shares of Company Common Stock acquired
by such Rollover Stockholder following the date of the Merger Agreement and prior to the Effective Time as “Rollover Shares”
(the “Rollover Shares”). Rollover Shares that are issued and outstanding immediately prior to the effective time of
the Merger (the “Effective Time”) will automatically be converted into 0.01 shares of common stock of the Surviving
Corporation.
In addition, pursuant to the Rollover and Support
Agreements, each Rollover Stockholder agreed, among other things, not to: (i) offer to sell, sell, assign, transfer (including by
operation of law), subject to a lien or otherwise dispose of any of the Rollover Shares or any other equity interest in Convey, (ii) deposit
any of the Rollover Shares or any other equity interest in Convey into a voting trust or enter into a voting agreement or arrangement
with respect to any Rollover Share or other equity interest in Convey or (iii) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of law) or other disposition
of or transfer of any interest in or the voting of any of the Rollover Shares or any other equity interest in Convey.
If the Merger is completed, subject to the terms
of the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and
converted into the right to receive $10.50 per share in cash, without interest and less any applicable withholding taxes (the “Merger
Consideration”). However, the Merger Consideration will not be paid in respect of (a) any shares that are owned by Convey
and not held on behalf of third parties and any shares that are owned by the stockholders of Convey who did not vote in favor of the
Merger Agreement or the Merger (or consent thereto in writing) and who have demanded and not withdrawn a demand for appraisal rights
pursuant to Section 262 of the Delaware General Corporation Law (the “DGCL”), in each case, that are issued and outstanding
immediately prior to the Effective Time and (b) the Rollover Shares and each share issued and outstanding immediately prior to the
Effective Time that is owned by the Majority Stockholder, Parent or Merger Sub, (collectively, the “TPG Parties”),
which, in the case of the shares described in clause (b), shall be converted into 0.01 shares of common stock of the Surviving Corporation.
Treatment of outstanding equity plan awards under Convey’s equity incentive plans and award agreements is described in greater
detail in the Information Statement (defined below) under “The Merger Agreement—Consideration to be Received in the Merger.”
Further, following completion of the Merger, the shares of Common Stock will cease to be listed on the New York Stock Exchange and registration
of the Common Stock under the Exchange Act will be terminated.
The board of directors of Convey (acting on the
recommendation of a special committee, comprised solely of independent directors (the “Special Committee”)) determined
that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of,
Convey and its stockholders other than the TPG Parties or any of their respective affiliates or the Rollover Stockholders, declared the
Merger Agreement and the transactions contemplated thereby advisable, adopted and approved the Merger Agreement and approved the execution
and delivery by Convey of the Merger Agreement, the performance by Convey of its covenants and agreements contained therein and the consummation
of the Merger and other transactions contemplated thereby and resolved to recommend that stockholders of Convey vote to adopt and approve
the Merger Agreement in accordance with the DGCL.
Concurrently with the filing of this Amendment
No. 1, Convey is filing Amendment No. 1 to its notice of written consent and appraisal rights and information statement (as
amended thereby, the “Information Statement”) under Section 14(c) of the Exchange Act. A copy of the Information
Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Information
Statement. The adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby required
the affirmative vote or written consent of the holders of Common Stock representing a majority of the aggregate voting power of the outstanding
shares of Common Stock entitled to vote thereupon pursuant to Section 228 and Section 251 of the DGCL. On June 21, 2022,
the Majority Stockholder, which on such date beneficially owned more than a majority of the issued and outstanding shares of Common Stock
and more than a majority of voting power of capital stock of the Company, delivered a written consent approving and adopting in all respects
the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”).
Pursuant to General Instruction F to Schedule
13E-3, the information contained in the Information Statement, including all annexes thereto, is expressly incorporated herein by reference
in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement
and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the
location in the Information Statement of the information required to be included in response to the items of Schedule 13E-3. As of the
date hereof, the Information Statement is in preliminary form and is subject to completion.
All information contained in this Transaction
Statement concerning any of the filing persons has been provided by such filing person and no filing person has produced any disclosure
with respect to any other filing persons.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address. The information set forth in the
Information Statement under the following caption is incorporated herein by reference:
“The Parties to the Merger Agreement”
(b) Securities. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“Market Information, Dividends and Certain Transactions in the
Shares of Company Common Stock”
(c) Trading Market and Price. The
information set forth in the Information Statement under the following caption is incorporated herein by reference:
“Market Information, Dividends and Certain
Transactions in the Shares of Company Common Stock”
(d) Dividends. The information
set forth in the Information Statement under the following caption is incorporated herein by reference:
“Market Information, Dividends and Certain
Transactions in the Shares of Company Common Stock”
(e) Prior Public Offerings. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Market Information, Dividends and Certain Transactions in the
Shares of Company Common Stock”
(f) Prior Stock Purchases. The information set forth in
the Information Statement under the following caption is incorporated herein by reference:
“Market Information, Dividends and Certain Transactions in the
Shares of Company Common Stock”
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS
(a)–(c) Name and Address; Business and Background of
Entities; Business and Background of Natural Persons. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“The Parties to the Merger Agreement”
“Directors, Executive Officers and Controlling Persons of the
Company”
“Where You Can Find More Information”
ITEM 4. TERMS OF THE TRANSACTION
(a)(1) Material Terms – Tender Offers. Not applicable.
(a)(2) Material Terms – Merger
or Similar Transactions. The information set forth in the Information Statement under the following captions is incorporated herein
by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Required Stockholder Approval for
the Merger”
“The Special Factors – Opinion of Centerview”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
“The Special Factors – Accounting Treatment”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“The Special Factors – Delisting and Deregistration of
Company Common Stock”
“The Special Factors – Material United States Federal
Income Tax Consequences of the Merger”
“The Merger Agreement”
“Annex A: Agreement and Plan of Merger”
“Annex B: Opinion of Centerview Partners LLC”
“Annex D: Form of Rollover and Support Agreement”
(c) Different Terms. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“The Merger Agreement – Consideration to be Received in
the Merger”
“The Rollover and Support Agreements”
“Annex D: Form of Rollover and Support Agreement”
(d) Appraisal Rights. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary – Appraisal Rights”
“Questions and Answers about the Merger”
“The Merger Agreement – Appraisal Shares”
“Appraisal Rights”
“Annex C: Appraisal Rights”
(e) Provisions for Unaffiliated Security
Holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“Appraisal Rights”
“The Special Factors—Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“Provisions for Unaffiliated Stockholders”
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Transactions. The information set forth in the
Information Statement under the following caption is incorporated herein by reference:
“Market Information, Dividends and Certain Transactions in the
Shares of Company Common Stock”
(b)–(c) Significant Corporate Events;
Negotiations or Contacts. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Required Stockholder Approval for
the Merger”
“The Special Factors – Financing”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
“The Special Factors – Fees and Expenses”
“The Special Factors – Delisting and Deregistration of
Company Common Stock”
“The Merger Agreement – Form of Merger”
“The Merger Agreement – Consummation and Effectiveness
of the Merger”
“The Merger Agreement – Consideration to be Received in
the Merger”
“The Merger Agreement – Written Consent”
“The Rollover and Support Agreements”
“Market Information, Dividends and Certain Transactions in the
Shares of Company Common Stock”
“Annex A: Agreement and Plan of Merger”
“Annex D: Form of Rollover and Support Agreement”
Debt Commitment Letter, dated June 20, 2022,
by and among Ares Capital Management LLC and PSP Investments Credit USA LLC, attached hereto as Exhibit (b)(1).
Amended and Restated Debt Commitment Letter,
dated July 12, 2022, by and among Ares Capital Management LLC, PSP Investments Credit USA LLC and New Mountain Finance Advisers
BDC, L.L.C., attached hereto as Exhibit (b)(2).
(e) Agreements Involving the Subject
Company’s Securities. The information set forth in the Information Statement under the following captions is incorporated herein
by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Required Stockholder Approval for
the Merger”
“The Special Factors – Financing”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“The Special Factors – Fees and Expenses”
“The Special Factors – Delisting and Deregistration of
Company Common Stock”
“The Merger Agreement – Form of Merger”
“The Merger Agreement – Consummation and Effectiveness
of the Merger”
“The Merger Agreement – Consideration to be Received in
the Merger”
“The Merger Agreement – Written Consent”
“The Merger Agreement – Financing Covenant; Company Cooperation”
“The Rollover and Support Agreements”
“Market Information, Dividends and Certain Transactions in the
Shares of Company Common Stock”
“Annex A: Agreement and Plan of Merger”
“Annex D: Form of Rollover and Support Agreement”
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) Use of Securities Acquired. The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Delisting and Deregistration of
Company Common Stock; Plans for the Company”
“The Merger Agreement – Form of Merger”
“The Merger Agreement – Consideration to be Received in
the Merger”
(c)(1)–(8) Plans. The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
“The Special Factors – Delisting and Deregistration of
Company Common Stock; Plans for the Company”
“The Special Factors – Fees and Expenses”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“The Merger Agreement”
“Annex A: Agreement and Plan of Merger”
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a) Purposes. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The Special Factors – Background of the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
(b) Alternatives. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“The Special Factors – Background of the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger
“The Special Factors – Alternatives to the Merger”
(c) Reasons. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The Special Factors – Background of the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
(d) Effects. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Financing”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
“The Special Factors – Accounting Treatment”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“The Special Factors – Delisting and Deregistration of
Company Common Stock; Plans for the Company”
“The Special Factors – Material United States Federal
Income Tax Consequences of the Merger”
“The Special Factors – Fees and Expenses”
“The Merger Agreement – Form of Merger”
“The Merger Agreement – Consummation and Effectiveness
of the Merger”
“The Merger Agreement – Consideration to be Received in
the Merger”
“The Merger Agreement – Appraisal Shares”
“The Merger Agreement – Certificate
of Incorporation; Bylaws”
“The Merger Agreement – Continuing Employee Matters”
“The Merger Agreement – Indemnification and Insurance”
“The Rollover and Support Agreements”
“Appraisal Rights”
“Annex A: Agreement and Plan of Merger”
“Annex C: Section 262 of the Delaware General Corporation
Law”
“Annex D: Form of Rollover and Support Agreement”
Debt Commitment Letter, dated June 20, 2022,
by and among Ares Capital Management LLC and PSP Investments Credit USA LLC, attached hereto as Exhibit (b)(1).
Amended and Restated Debt Commitment Letter,
dated July 12, 2022, by and among Ares Capital Management LLC, PSP Investments Credit USA LLC and New Mountain Finance Advisers
BDC, L.L.C., attached hereto as Exhibit (b)(2).
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)–(b) Fairness; Factors Considered
in Determining Fairness. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Opinion of Centerview”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Company
in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the Top
Management Rollover Stockholders in Connection with the Merger”
“The Special Factors – Purposes and Reasons of the TPG
Entities in Connection with the Merger”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“Annex B: Opinion of Centerview Partners LLC”
The confidential discussion materials prepared
by Centerview Partners LLC and provided to the Special Committee, dated May 13, 2022, May 31, 2022, June 3, 2022, June 7,
2022 and June 20, 2022, are attached hereto as Exhibits (c)(2) through and including (c)(6), and are incorporated by reference
herein.
(c) Approval of Security Holders. The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The
Special Factors – Required Stockholder Approval for the Merger”
“The Merger Agreement – Written Consent”
(d) Unaffiliated Representative. Not applicable.
(e) Approval of Directors. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
(f) Other Offers. The information set
forth in the Information Statement under the following captions is incorporated by reference:
“The Special Factors – Background
of the Merger”
“The Special Factors – Recommendation
of the Board; Reasons for the Merger”
“The Special Factors – Position of
the Company on the Fairness of the Merger”
“The Special Factors – Position of
the TPG Entities and the Top Management Rollover Stockholders in Connection with the Merger”
“The Merger Agreement – No Solicitation;
Superior Proposal and Change of Recommendation”
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a)–(c) Report, Opinion or Appraisal;
Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Information
Statement under the following captions is incorporated herein by reference:
“Summary”
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Opinion of Centerview”
“The Special Factors – Certain Company Financial Forecasts”
“The Special Factors – Position of the Company on the
Fairness of the Merger”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“Annex B: Opinion of Centerview Partners LLC”
The confidential discussion materials prepared
by Centerview Partners LLC and provided to the Special Committee, dated May 13, 2022, May 31, 2022, June 3, 2022, June 7, 2022 and June
20, 2022, are attached hereto as Exhibits (c)(2) through and including (c)(6), and are incorporated by reference herein.
The reports,
opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal
executive offices of Convey during its regular business hours by any interested holder of Common Stock or representative who has been
designated in writing, and copies may be obtained by requesting them in writing from Convey at the email address provided under the caption
“Where You Can Find More Information” in the Information Statement, which is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a)–(b) Source of Funds; Conditions. The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Financing”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Merger Agreement – Consummation and Effectiveness
of the Merger”
“The Merger Agreement – Financing Covenant; Company Cooperation”
(c) Expenses. The information set
forth in the Information Statement under the following caption is incorporated herein by reference:
“The Special Factors – Fees and Expenses”
(d) Borrowed Funds. The information set
forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions and Answers about the Merger”
“The Special Factors – Financing”
“The Special Factors – Position of the TPG Entities and
the Top Management Rollover Stockholders in Connection with the Merger”
“The Merger Agreement – Financing Covenant; Company Cooperation”
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership. The information
set forth in the Information Statement under the following caption is incorporated herein by reference:
“Security Ownership of Certain Beneficial Owners and Management”
(b) Securities Transactions. The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“The Special Factors – Background of the Merger”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“The Merger Agreement”
“The Rollover and Support Agreements”
“Market Information, Dividends and Certain Transactions in the
Shares of Company Common Stock”
“Annex A: Agreement and Plan of Merger”
“Annex C: Form of Rollover and Support Agreement”
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d) Intent to Tender or Vote in a Going-Private
Transaction. Not applicable.
(e) Recommendations of Others. Not
applicable.
ITEM 13. FINANCIAL STATEMENTS
(a) Financial Statements. The audited
financial statements set forth in Convey’s Annual Report on Form 10-K for the year ended December 31, 2021 and the unaudited balance
sheets, comparative year-to-date statements of comprehensive income and related earnings per share data and statements of cash flows
set forth in Convey’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 are incorporated by reference herein.
The information is set forth in the Information Statement under the following caption is incorporated herein by reference:
“Where You Can Find More Information”
(b) Pro Forma Information. Not
applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED
OR USED
(a) Solicitations or Recommendations. Not applicable.
(b) Employees and Corporate Assets. The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“The Special Factors – Background of the Merger”
“The Special Factors – Recommendation of the Board; Reasons
for the Merger”
“The Special Factors – Reasons for the Merger; Recommendation
of the Special Committee; Recommendation of the Board”
“The Special Factors – Opinion of Centerview”
“The Special Factors – Interests of Our Directors and
Executive Officers in the Merger”
“The Special Factors – Fees and Expenses”
ITEM 15. ADDITIONAL INFORMATION
(b) Golden Parachute Compensation. Not
applicable.
(c) Other Material Information. The
information set forth in the Information Statement, including all annexes thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS
Exhibit
No. |
|
Description |
(a)(1)* |
|
Preliminary Information Statement of Convey Health Solutions Holdings, Inc. |
|
|
|
(b)(1)* |
|
Debt Commitment Letter, dated June 20, 2022, by and among Ares Capital
Management LLC and PSP Investments Credit USA LLC |
|
|
|
(b)(2)* |
|
Amended and Restated Debt Commitment Letter, dated July 12, 2022, by and
among Ares Capital Management LLC, PSP Investments Credit USA LLC and New Mountain Finance Advisers BDC, L.L.C. |
|
|
|
(c)(1)* |
|
Opinion of Centerview Partners LLC to the Special Committee of the Board of
Directors of Convey Health Solutions Holdings, Inc. dated June 20, 2022 |
|
|
|
(c)(2)* |
|
Confidential discussion materials prepared by Centerview Partners LLC, dated
May 13, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors |
|
|
|
(c)(3)* |
|
Confidential discussion materials prepared by Centerview Partners LLC, dated
May 31, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors |
|
|
|
(c)(4)* |
|
Confidential discussion materials prepared by Centerview Partners LLC, dated
June 3, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors |
|
|
|
(c)(5)* |
|
Confidential discussion materials prepared by Centerview Partners LLC, dated
June 7, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors |
|
|
|
(c)(6)* |
|
Confidential discussion materials prepared by Centerview Partners LLC, dated
June 20, 2022, for the Special Committee of Convey Health Solutions Holdings, Inc.’s Board of Directors |
|
|
|
(d)(1)*
|
|
Agreement and Plan of Merger, dated as of June 20, 2022, by and among Convey
Health Solutions Holdings, Inc., Commodore Parent 2022, LLC and Commodore Merger Sub, 2022 Inc. |
|
|
|
(d)(2)* |
|
Form of Rollover and Support Agreement |
|
|
|
(f)(1)* |
|
Section 262 of the Delaware General Corporation Law |
|
|
|
107 |
|
Filing Fee Table |
* Previously filed.
SIGNATURES
After due inquiry and to the best of each of the undersigned’s
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of August 25, 2022
|
CONVEY HEALTH SOLUTIONS HOLDINGS, INC. |
|
|
|
|
By: |
/s/ Timothy Fairbanks |
|
Name: |
Timothy Fairbanks |
|
Title: |
Chief Financial Officer and Executive Vice President |
|
COMMODORE PARENT 2022, LLC |
|
|
|
|
By: |
/s/ Ken Murphy |
|
Name: |
Ken Murphy |
|
Title: |
Chief Operating Officer |
|
COMMODORE MERGER SUB 2022, INC. |
|
|
|
|
By: |
/s/ Ken Murphy |
|
Name: |
Ken Murphy |
|
Title: |
Chief Operating Officer |
|
TPG CANNES AGGREGATION, L.P. |
|
|
|
By: TPG GenPar VIII, L.P., its general partner |
|
|
|
By: TPG GenPar VIII Advisors, LLC, its general partner |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG VIII CANNES HOLDINGS, L.P. |
|
|
|
By: TPG GenPar VIII, L.P., its general partner |
|
|
|
By: TPG GenPar VIII Advisors, LLC, its general partner |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG PARTNERS VIII, L.P. |
|
|
|
By: TPG GenPar VIII, L.P., its general partner |
|
|
|
By: TPG GenPar VIII Advisors, LLC, its general partner |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG GENPAR VIII, L.P. |
|
|
|
By: TPG GenPar VIII Advisors, LLC, its general partner |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG GENPAR VIII ADVISORS, LLC |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG HC CANNES HOLDINGS, L.P. |
|
|
|
By: TPG Healthcare Advisors, Inc., its general partner |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG HEALTHCARE PARTNERS, L.P. |
|
|
|
By: TPG Healthcare Partners GenPar, L.P., its general partner |
|
|
|
By: TPG Healthcare Partners GenPar Advisors, LLC, its general partner |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG HEALTHCARE PARTNERS GENPAR, L.P. |
|
|
|
By: TPG Healthcare Partners GenPar Advisors, LLC, its general partner |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG HEALTHCARE PARTNERS GENPAR ADVISORS, LLC |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
TPG GLOBAL, LLC |
|
|
|
/s/ Ken Murphy |
|
Name: Ken Murphy |
|
Title: Chief Operating Officer |
|
STEPHEN C. FARRELL |
|
|
|
/s/ Stephen C. Farrell |
|
TIMOTHY FAIRBANKS |
|
|
|
/s/ Timothy Fairbanks |
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