P3 Health Partners Inc. (PIII): debt financing — P3 Health Partners secures $30M loan at 19.5% interest, issues warrants for 71.4M shares

P3 Health Partners Inc.

$30M unsecured promissory note from VBC Growth SPV 4 (affiliate of principal stockholder), drawn in two $15M tranches.
Interest at 19.5% per annum; company may pay 8% cash + 11.5% PIK or all in-kind if subordination restricts cash.
Warrants to buy 71,406,480 shares at $0.2068 per share, exercisable only after stockholder approval sought at 2025 annual meeting.
Maturity August 13, 2028; up-front fee 1.5% of $30M; back-end fee up to 9.0% depending on repayment timing.
Proceeds fund working capital; note is subordinated to existing CRG term loan facility.

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

P3 Health Partners Inc. incurred loan of $30.0 million with VBC Growth SPV 4, LLC at 19.5% per annum maturing August 13, 2028.

Instrument: loan
Principal: $30.0 million
Counterparty: VBC Growth SPV 4, LLC
Rate: 19.5% per annum
Maturity: August 13, 2028
Event: incurrence

Exact text from the filing

disinterested directors of the Company. VBC 4 Promissory Note The Promissory Note was issued by P3 LLC to VBC 4 on February 13, 2025, and provides for funding of up to $30.0 million (the “Promissory Note”), available for draw by P3 LLC in two tranches, as follows: (i) a first tranche of $15.0 million available to P3 LLC upon the Effective Date, and (ii) a

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P3 Health Partners Inc. filing history →

Source: SEC EDGAR

accession 0001628280-25-005930

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