Business
P3 Health Partners Inc. Announces Approximately $90 Million Private Placement
HENDERSON, Nev.--(BUSINESS WIRE)-- P3 Health Partners Inc. (Nasdaq: PIII), a patient-centered and physician-led population health management company (the
About this update from P3 Health Partners Inc.
[{"type":"text","content":" HENDERSON, Nev.--(BUSINESS WIRE)--\nP3 Health Partners Inc. (Nasdaq: PIII), a patient-centered and physician-led population health management company (the “Company”), today announced that it has entered into definitive agreements to sell securities in a private placement with a group of institutional investors. The lead institutional investors in the private placement are affiliates of Chicago Pacific Founders (“CPF”) and Leavitt Partners. The transaction is expected to result in gross proceeds of approximately $90 million, before deducting placement agent fees and offering expenses, including $71 million of gross proceeds from purchases by affiliates of CPF.\n\nThe Company plans to use the net proceeds from the financing for general corporate purposes.\n\nPursuant to the terms of the securities purchase agreements, the Company will issue 79.9 million units at a price of approximately $1.12 per unit for institutional investors, and a purchase price of approximately $1.19 per unit for employees and consultants. Each unit consists of one share of common stock and 0.75 of a warrant to purchase one share of common stock at an exercise price of $1.13. Certain institutional investors have elected to receive pre-funded warrants to purchase common stock in lieu of a portion of their common stock. The closing of the private placement is subject to certain conditions and is expected to occur on April 6, 2023.\n\nCPF has agreed to limit its exercise of the warrants to the extent that after giving effect to the exercise, CPF and its affiliates would beneficially own in excess of 49.99% of the Company’s common stock and has also agreed to a standstill restriction from the date of the closing of the private placement to June 30, 2024 that limits the ownership of CPF to 49.99% of the Company’s common stock.\n\nThe offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The securities being issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.\n\n...