Patient Square Capital, LP entered into a definitive agreement to acquire SOC Telemed, Inc. (NasdaqGS:TLMD) from a group of shareholders for approximately $310 million on February 2, 2022. Under the terms of the agreement, SOC Telemed stockholders will receive $3.00 in cash per share of Class A common stock. Upon completion of the transaction, SOC Telemed will become a private company with the flexibility and resources to continue investing in its clinical capabilities, innovating its offering and expanding its footprint. In connection with the transaction, the Patient Square Fund has entered into the equity commitment letter pursuant to which, among other things, it has committed to provide equity financing to Patient Square Capital in an aggregate amount of up to $430.0 million. Upon closing of the transaction, SOC Telemed's common stock will no longer be listed on any public market. Under certain specified circumstances, SOC Telemed will be required to pay Patient Square Capital a termination fee of either $7.67 million or $11.49 million, upon the termination of the merger agreement. Following the completion of the transaction, SOC Telemed will continue to be led by Chris Gallagher, Chief Executive Officer, who assumed the role of Chief Executive Officer in September of 2021. The merger agreement also contains a go-shop provision for a period of 30 days with an additional 10-day period to finalize negotiations with certain parties that made proposals that could be superior proposal during the “go-shop” period.

The transaction is subject to the satisfaction or waiver of customary closing conditions, including the approval by SOC Telemed stockholders and receipt of Hart-Scott Rodino antitrust approval in the U.S. The Board of Directors of SOC Telemed, having determined that the transaction is in the best interests of the company's stockholders, has unanimously approved the transaction and recommends that company stockholders approve the transaction and adopt the merger agreement at the Special Meeting of Stockholders to be called in connection with the transaction. The deal was also unanimously approved by the Board of Patient Square Capital. A special strategic transaction committee was constituted by SOC Telemed to oversee the transaction. A special meeting of SOC Telemed shareholders to approve the transaction is to be held on April 4, 2022. The go-shop period associated with the transaction expired on March 4, 2022. As of April 4, 2022, the transaction was approved by the shareholders of SOC Telemed. The transaction is expected to close in the second quarter of 2022.

William Blair & Company, L.L.C. is acting as exclusive financial advisor and fairness opinion provider to SOC Telemed, Peter Lamb of Orrick, Herrington & Sutcliffe LLP is acting as legal counsel to SOC Telemed and DLA Piper LLP is acting as healthcare legal counsel to SOC Telemed. Ryan Brissette, Michael E. Weisser, David M. Klein, Mark Schwed, Steven Ort, Rohit Nafday, Jason Kanner and Sophia Hudson of Kirkland & Ellis LLP are acting as legal counsel to Patient Square Capital and Stuart Kurlander, Nicole Liffrig Molife, Eric Greig and Heather Deixler of Latham & Watkins LLP is acting as healthcare legal counsel to Patient Square Capital. SOC Telemed has retained Alliance Advisors to assist in soliciting proxies at a fee of $10,000, plus costs and expenses. Continental Stock Transfer & Trust Company is the transfer agent for SOC Telemed shares.

Patient Square Capital, LP completed the acquisition of SOC Telemed, Inc. (NasdaqGS:TLMD) from a group of shareholders on April 6, 2022.