HealthEquity, Inc. (NasdaqGS:HQY) entered into a definitive agreement to acquire BenefitWallet?s Health Savings Account (HSA) portfolio from Conduent Business Services, LLC for $425 million on September 18, 2023. Consummation of the Transfer is subject to satisfaction of certain conditions, including, without limitation, (i) the nonexistence of any governmental order prohibiting the consummation of the Disposition, (ii) receipt of certain regulatory approvals, including the expiration or termination of the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) CBS and HealthEquity entering into a master services agreement and partner agreement, in each case, in a form to be agreed between the parties prior to the Initial Conversion Date; (iv) subject to certain materiality exceptions, the representations and warranties made by CBS and HealthEquity, respectively, being true and correct; (v) that no Enterprise Partner, Health Plan Partner or CHCS Employer Client representing more than 5% of the HSAs, Accounts, or Account Assets, as applicable, contained in the Account Portfolio as of June 11, 2023 have informed Conduent of an intent to terminate its relationship with Conduent as of the Initial Conversion Date, and (vi) the execution and delivery of certain customary closing certificates. The Transfer is expected to close in multiple tranches during the first half of 2024.
J.P. Morgan Securities LLC is serving as financial advisor, and Willkie Farr & Gallagher LLP is serving as legal counsel to HealthEquity. Holland & Knight LLP is serving as legal counsel to Conduent for the transaction.