--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-044883" form_type: "8-K" ticker: null cik: "0001404123" company_name: "1Life Healthcare Inc" filed_at: "2023-02-22T23:59:59+00:00" generated_at: "2026-06-19T04:31:50.339511+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # One Medical completes acquisition by Amazon; shareholders receive $18.00 per share in cash ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-044883 - form_type: 8-K - cik: 0001404123 - company_name: 1Life Healthcare Inc - filed_at: 2023-02-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.04, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/d468299d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-044883 - JSON: https://secwatch.observer/filing/0001193125-23-044883.json - Plain text: https://secwatch.observer/filing/0001193125-23-044883.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Robert R. Schmidt departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change David P. Kennedy departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Freda C. Lewis-Hall departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Scott C. Taylor departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Paul R. Auvil departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Kalen F. Holmes departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Bruce W. Dunlevie departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Mary Ann Tocio departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Executive change Mark S. Blumenkranz departed as Director at 1Life Healthcare Inc. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1404123/000119312523044883/0001193125-23-044883-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.