8-K
filed February 22, 2023, 6:59 PM ET
CIK 0001404123
M&A
confidence high
sentiment neutral
materiality 1.00
1Life Healthcare Inc: M&A transaction — One Medical completes acquisition by Amazon; shareholders receive $18.00 per share in cash
1Life Healthcare Inc
- Merger effective Feb 22, 2023; each share of ONEM converted to $18.00 cash, no interest.
- All directors resigned effective at closing; company becomes indirect wholly owned subsidiary of Amazon.
- Convertible notes (3.00% due 2025) conversion changed to $405.0936 cash per $1,000 principal; holders have repurchase right until March 22, 2023.
- Shares to be delisted from Nasdaq; company will file Form 15 to suspend SEC reporting obligations.
- Interim loan agreement with Amazon Services LLC terminated upon closing.
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
1Life Healthcare Inc faced acceleration on convertible notes of approximately $316.3 million aggregate principal amount.
- Instrument
- convertible notes
- Principal
- approximately $316.3 million aggregate principal amount
- Event
- acceleration
Exact text from the filing
by and between the Company and the Convertible Notes Trustee, governing the Company’s 3.00% Senior Convertible Notes due 2025 (the “Convertible Notes”), of which approximately $316.3 million aggregate principal amount was outstanding on February 21, 2023. The Supplemental Indenture provides that, from and after the Effective Time, the right to convert each $1,000
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert R. Schmidt departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David P. Kennedy departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Freda C. Lewis-Hall departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott C. Taylor departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul R. Auvil departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kalen F. Holmes departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce W. Dunlevie departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Ann Tocio departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark S. Blumenkranz departed as Director at 1Life Healthcare Inc.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of Paul R. Auvil, Mark S. Blumenkranz, Bruce W. Dunlevie, Kalen F. Holmes, David P. Kennedy, Freda C. Lewis-Hall, Robert R. Schmidt, Scott C. Taylor and Mary Ann Tocio ceased serving as a member of the board of directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
1Life Healthcare Inc underwent a change of control involving Amazon.com, Inc. for $18.00 in cash, without interest (closed 2023-02-22).
- Action
- change of control
- Counterparty
- Amazon.com, Inc.
- Consideration
- $18.00 in cash, without interest
- Closing
- 2023-02-22
Exact text from the filing
in the treasury of the Company or owned by Parent or Merger Sub and any dissenting Shares, ceased to be outstanding and was converted automatically into the right to receive $18.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, all Shares underlying vested Company stock options with an exercise price per Share that was less
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
1Life Healthcare Inc terminated Interim Loan and Guaranty Agreement with Amazon.com Services LLC (effective 2023-02-22).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Amazon.com Services LLC
- Effective
- 2023-02-22
Exact text from the filing
On February 22, 2023, the Company terminated the Interim Loan and Guaranty Agreement, dated as of November 14, 2022 (the “Interim Loan and Guaranty Agreement”), by and between Amazon.com Services LLC and the Company.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
1Life Healthcare Inc amended First Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) valued at approximately $316.3 million aggregate principal amount (effective 2023-02-22).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association)
- Value
- approximately $316.3 million aggregate principal amount
- Effective
- 2023-02-22
Exact text from the filing
On February 22, 2023, the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (the “Convertible Notes Trustee”), entered into a First Supplemental Indenture (the “Supplemental Indenture”), dated as of February 22, 2023, which supplements the Indenture, dated as of May 29, 2020 (as supplemented by the Supplemental Indenture, the “Indenture”), by and between the Company and the Convertible Notes Trustee, governing the Company’s 3.00% Senior Convertible Notes due 2025 (the “Convertible Notes”), of which approximately $316.3 million aggregate principal amount was outstanding on February 21, 2023.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.