P3 Health Partners secures up to $40M debt with warrants; going concern doubt remains

P3 Health Partners Inc.

Unsecured promissory note up to $40M from VBC Growth SPV; three tranches: $15M now, up to $15M by Jan 5, up to $10M by Feb 3 2023.
Interest at 14% per annum, payable 8% cash and 6% PIK; subordinated to existing CRG term loan facility.
Warrants issued to purchase 429,180 shares of Class A common stock at $4.26 per share, expiring Dec 13, 2027.
Proceeds to fund working capital; company still faces substantial doubt about going concern per prior Form 10-Q.
Company continues to explore additional debt/equity financing; no assurance terms will be available.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

P3 Health Partners Inc. entered into Subordination Agreement with the Company, CRG Services LLC, and VBC Growth SPV LLC (effective 2022-12-13).

Action: entry
Agreement: credit facility
Counterparty: the Company, CRG Services LLC, and VBC Growth SPV LLC
Effective: 2022-12-13

Exact text from the filing

In connection with the transactions described above, P3 LLC entered into a subordination agreement, dated as of December 13, 2022 (the “Subordination Agreement”), by and among the Company, CRG Services LLC, as administrative agent under the Company’s existing term loan facility (the “Term Loan Facility”) and VBC.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

P3 Health Partners Inc. entered into Warrant Agreement with VBC Growth SPV LLC (effective 2022-12-13).

Action: entry
Agreement: equity purchase
Counterparty: VBC Growth SPV LLC
Effective: 2022-12-13

Exact text from the filing

In connection with the Promissory Note, on December 13, 2022, P3 LLC and VBC entered into a Warrant (the “Warrant Agreement”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

P3 Health Partners Inc. amended Amendment to Term Loan Agreement with CRG Servicing LLC, as administrative agent and collateral agent (effective 2022-12-13).

Action: amendment
Agreement: credit facility
Counterparty: CRG Servicing LLC, as administrative agent and collateral agent
Effective: 2022-12-13

Exact text from the filing

In connection with the transactions described above, P3 LLC entered into an amendment to that certain Term Loan Agreement, dated as of December 3, 2021, by among P3 LLC, as borrower, the subsidiary guarantors party thereto, the lenders from time to time party thereto and CRG Servicing LLC, as administrative agent and collateral agent.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

P3 Health Partners Inc. entered into Promissory Note with VBC Growth SPV LLC valued at up to $40.0 million (effective 2022-12-13).

Action: entry
Agreement: credit facility
Counterparty: VBC Growth SPV LLC
Value: up to $40.0 million
Effective: 2022-12-13

Exact text from the filing

The Promissory Note was issued by P3 LLC to VBC on December 13, 2022, and provides for funding of up to $40.0 million (the “Promissory Note”),

View on SEC.gov

81 material agreements filed in the last 30 days. Browse all material agreements →

P3 Health Partners Inc. filing history →

Source: SEC EDGAR

accession 0001104659-22-126469

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