M&A - Health Catalyst, Inc.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000163642225000010

Filing Summary: On January 10, 2025, Health Catalyst, Inc. entered into a Merger Agreement with Traverse Merger Sub I, Inc., Traverse Merger Sub II, LLC, Upfront Healthcare, Inc., and WT Representative LLC. The agreement outlines a two-step merger process where MergerSub I will merge with Upfront, with Upfront becoming a wholly owned subsidiary of Health Catalyst. Following this, Upfront will merge with MergerSub II, which will continue as a subsidiary of Health Catalyst. The total consideration for the merger is approximately $86 million in cash and shares, subject to adjustments. An earn-out of approximately $33.4 million is contingent on performance metrics by December 31, 2026. Closing of the merger is expected by March 31, 2025, pending approvals from Upfront’s shareholders and regulatory bodies. A press release on this merger was issued on January 13, 2025, along with other investor presentations regarding the company's performance and expectations.