P3 Health Partners Inc. Announces Approximately $90 Million Private Placement
P3 Health Partners Inc. (NASDAQ: PIII) announced a definitive agreement for a private placement of securities, expected to yield approximately
- Expected gross proceeds of approximately $90 million from the private placement.
- Strong backing from institutional investors such as Chicago Pacific Founders.
- The company is subject to ownership limitations, capping CPF's stake at 49.99% until June 30, 2024.
- The private placement involves securities that are not registered under the Securities Act.
The Company plans to use the net proceeds from the financing for general corporate purposes.
Pursuant to the terms of the securities purchase agreements, the Company will issue 79.9 million units at a price of approximately
CPF has agreed to limit its exercise of the warrants to the extent that after giving effect to the exercise, CPF and its affiliates would beneficially own in excess of
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The securities being issued in the private placement may not be offered or sold in
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the foregoing securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Advisors
About the Company:
The Company is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, the Company has an expansive network of more than 2,500 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 18 counties across five states. The Company supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the Company’s care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient’s care within the healthcare system. For more information, visit www.p3hp.org and follow us on @p3healthpartners and Facebook.com/p3healthpartners.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including statements regarding the closing of the private placement, which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to continue our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payers; the impact of COVID-19, including the impact of new variants of the virus, or another pandemic, epidemic or outbreak of infectious disease on our business and results of operation; increased labor costs; our ability to recruit and retain qualified team members and independent physicians; and other factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended
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Vice President, Investor Relations
kblomquist@p3hp.org
Executive Vice President, Communications
(904) 415-2744
kbelz@p3hp.org
Source:
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