CareMax, Inc.: M&A transaction — CareMax completes acquisition of Steward Value-Based Care for $25M cash and 23.5M shares

CareMax, Inc.

Closed acquisition of Steward Value-Based Care (SACN, SNCN, SICN) for $25M cash + 23.5M shares of Class A common stock.
Seller equityholders own ~21% of CareMax common stock post-close; potential earnout could raise to 41% upon 100,000 Medicare lives condition.
Subsidiaries borrowed $35.5M from CAJ (affiliated with CEO) at 12% interest to fund pre-Closing Medicare AR; loan matures Nov 2023.
Series A Preferred Stock issued to Seller with 37,241,783 votes on special matters; redeemable after 2 years or earnout issuance.
Investor Rights Agreement includes lockup (one year), board designation rights for Ralph de la Torre, and voting/standstill restrictions.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

CareMax, Inc. incurred term loan of $35.5 million with CAJ Lending LLC and Deerfield Partners L.P. at 12.0% per annum maturing the earlier of November 30, 2023 or three business days after the Borrowers receive payment for the Financed Net Pre-Closing Medicare AR from the federal govern.

Instrument: term loan
Principal: $35.5 million
Counterparty: CAJ Lending LLC and Deerfield Partners L.P.
Rate: 12.0% per annum
Maturity: the earlier of November 30, 2023 or three business days after the Borrowers receive payment for the Financed Net Pre-Closing Medicare AR from the federal govern
Event: incurrence

Exact text from the filing

Pursuant to the Loan and Security Agreement, the Lenders provided the Borrowers a term loan (the “Term Loan”) in the aggregate principal amount of approximately $35.5 million.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CareMax, Inc. completed an acquisition involving Sparta Holding Co. LLC for $25.0 million in cash and 23,500,000 shares of Class A common stock (closed 2022-11-10).

Action: acquisition
Counterparty: Sparta Holding Co. LLC
Consideration: $25.0 million in cash and 23,500,000 shares of Class A common stock
Closing: 2022-11-10

Exact text from the filing

of the Company. The aggregate consideration paid to the Seller under the Merger Agreement at the closing of the Transactions (the “Closing”) consisted of (i) a cash payment of $25.0 million, subject to customary adjustments, and (ii) 23,500,000 shares (the “Initial Share Consideration”), subject to adjustment, of the Company’s Class A common stock, par value $0.0001

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

CareMax, Inc. amended First Amendment with Jefferies Finance LLC, as administrative agent, and the lenders party thereto (effective 2022-11-10).

Action: amendment
Agreement: credit facility
Counterparty: Jefferies Finance LLC, as administrative agent, and the lenders party thereto
Effective: 2022-11-10

Exact text from the filing

the Company entered into that certain Consent and First Amendment to Credit Agreement, dated as of November 10, 2022 (the “First Amendment”), by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Senior Agent”) which amended that certain Credit Agreement, dated as of May 10, 2022

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

CareMax, Inc. entered into Loan and Security Agreement with CAJ Lending LLC and Deerfield Partners L.P. valued at approximately $35.5 million (effective 2022-11-10).

Action: entry
Agreement: credit facility
Counterparty: CAJ Lending LLC and Deerfield Partners L.P.
Value: approximately $35.5 million
Effective: 2022-11-10

Exact text from the filing

certain subsidiaries of the Company entered into a Loan and Security Agreement, dated as of November 10, 2022 (the “Loan and Security Agreement”), by and among Merger Sub I, Merger Sub II, Merger LLC I, Merger LLC II (together with Merger LLC I, the “Guarantors”), SACN, and SNCN, as borrowers (the “Borrowers”), CAJ Lending LLC (“CAJ”) and Deerfield Partners L.P., as lenders (the “Lenders”), and CAJ, as administrative agent and collateral agent (in such capacity, the “Agent”).

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

CareMax, Inc. entered into Investor Rights Agreement with the Seller, Dr. Ralph de la Torre, Dr. Michael Callum, Medical Properties Trust, Inc., and certain other equityholders of the Seller.

Action: entry
Counterparty: the Seller, Dr. Ralph de la Torre, Dr. Michael Callum, Medical Properties Trust, Inc., and certain other equityholders of the Seller

Exact text from the filing

the Seller, Dr. Ralph de la Torre, the Chairman, Chief Executive Officer and principal equityholder of the Seller Parties (“RDLT”), Dr. Michael Callum, the Executive Vice President for Physician Services and an equityholder of the Seller Parties (“MC”), Medical Properties Trust, Inc., a Maryland corporation, and certain other equityholders of the Seller (collectively, the “Investor Parties”) and the Company entered into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, RDLT will have certain designation rights

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Source: SEC EDGAR

accession 0001193125-22-283690

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