CANO HEALTH, INC. Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of JAWS and the board of managers of the Seller.
The Business Combination
The Business Combination Agreement provides for the consummation of the
following transactions (collectively, the "Business Combination"): (a) JAWS will
change its jurisdiction of incorporation by transferring by way of continuation
from the
Immediately prior to the consummation of the Business Combination (the "Closing"), JAWS will effect the Domestication pursuant to which (a) each Class A ordinary share and each Class B ordinary share of JAWS will automatically convert into one share of Class A common stock of JAWS and (b) the outstanding warrants to purchase Class A ordinary shares of JAWS will automatically become exercisable for Class A common stock of JAWS.
Following the consummation of the Business Combination, the combined company will be organized in an "Up-C" structure, in which substantially all of the assets and business of JAWS will be held by the Company. The combined company's business will continue to operate through the subsidiaries of the Company and JAWS's sole direct asset will be the equity interests of the Company held by it.
Concurrent with the Closing, JAWS will enter into a tax receivable agreement
(the "Tax Receivable Agreement") with the Seller,
In addition, in connection with the consummation of the Business Combination, JAWS will, among other things, enter into at Closing with the Seller, the Sponsor and certain other parties, an investor agreement relating to, among other things, certain customary registration rights and lockup restrictions. Certain other unitholders of the Seller will also enter into a separate lockup agreement containing customary lockup restrictions.
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Representations and Warranties; Covenants
Under the Business Combination Agreement, the parties to the agreement made customary representations and warranties for transactions of this type regarding themselves. The representations and warranties made under the Business Combination Agreement generally will not survive the Closing. In addition, the parties to the Business Combination Agreement agreed to be bound by certain covenants as specified in the Business Combination Agreement. The covenants made under the Business Combination generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing.
Conditions to
The consummation of the Business Combination is subject to the satisfaction or
waiver of certain customary closing conditions of the respective parties,
including: (a) the approval and adoption by JAWS's shareholders of the Business
Combination Agreement and transactions contemplated thereby; (b) the expiration
or termination of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; (c) since the Effective Date, no
Company Material Adverse Effect (as defined in the Business Combination
Agreement) shall have occurred that is continuing; (d) cash proceeds from JAWS's
trust account established for the purpose of holding the net proceeds from
JAWS's initial public offering, net of any amounts paid to JAWS's shareholders
that exercise their redemption rights in connection with the Business
Combination ("Trust Account Proceeds") and net of unpaid transaction expenses,
plus the aggregate proceeds of the PIPE Financing (defined below), equaling no
less than
Termination
The Business Combination Agreement may be terminated under certain customary and
limited circumstances at any time prior to the Closing, including by written
notice from JAWS or the Seller to the other party or parties, if the Closing has
not occurred by
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Financing is incorporated by reference herein. The shares of JAWS's Class A common stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that JAWS and the Company have prepared for use in connection with the announcement of the Business Combination.
Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by
reference are the consolidated financial statements of
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Furnished as Exhibit 99.4 hereto and incorporated into this Item 7.01 by reference is the transcript of a joint conference call held by JAWS and the Company in connection with the announcement of their entry into the Business Combination Agreement.
The foregoing (including Exhibits 99.1, 99.2, 99.3 and 99.4) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the Business Combination, JAWS intends to file with the
Participants in the Solicitation
JAWS, the Company and their respective directors, executive officers, other
members of management, and employees, under
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between JAWS and the Company, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts.
These statements are based on the current expectations of JAWS's management and
are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of JAWS
and Seller. These statements are subject to a number of risks and uncertainties
regarding JAWS's businesses and the Business Combination, and actual results may
differ materially. These risks and uncertainties include, but are not limited
to, general economic, political and business conditions; the inability of the
parties to consummate the Business Combination or the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the Business
Combination; the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business
Combination; the risk that the approval of the shareholders of JAWS or the
Company for the potential transaction is not obtained; failure to realize the
anticipated benefits of the Business Combination, including as a result of a
delay in consummating the potential transaction or difficulty in integrating the
businesses of JAWS and the Company; the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and
consummation of the Business Combination; the ability of the combined company to
grow and manage growth profitably and retain its key employees; the amount of
redemption requests made by JAWSs' shareholders; the inability to obtain or
maintain the listing of the post-acquisition company's securities on NYSE
following the Business Combination; costs related to the Business Combination;
and those factors discussed in JAWS's final prospectus relating to its initial
public offering, dated
5 Disclaimer
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description
2.1† Business Combination Agreement, dated as of
among Jaws Acquisition Corp. , Jaws Merger Sub, LLC , Primary Care (ITC)
Holdings, LLC and Primary Care (ITC) Intermediate Holdings, LLC .
10.1 Form of Subscription Agreement.
10.2 Sponsor Letter Agreement, dated as of November 11, 2020 , by and among
Jaws Sponsor LLC , certain other holders set forth on Schedule I
thereto, Jaws Acquisition Corp. , Primary Care (ITC) Holdings, LLC and
Primary Care (ITC) Intermediate Holdings, LLC .
10.3 Form of Transaction Support Agreement.
99.1 Press Release, dated November 12, 2020 .
99.2 Investor Presentation, dated November 2020 .
99.3 Consolidated Financial Statements of Cano Health, LLC .
99.4 Conference Call Transcript.
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
request. 6
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