M&A - NeueHealth, Inc.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000167128425000018

Filing Summary: On May 7, 2025, NeueHealth, Inc. held a special meeting of stockholders to consider several proposals related to a merger. The company is involved in a merger agreement with NH Holdings 2025, Inc. and its subsidiary. Under the terms of the merger agreement, Merger Sub will merge with and into NeueHealth, Inc., resulting in the company becoming a wholly owned subsidiary of Parent and ceasing to be a public company. The special meeting allowed stockholders to vote on three key proposals: the approval of the merger agreement, an adjournment proposal if additional votes were required, and a nonbinding advisory proposal regarding executive compensation related to the merger. All proposals were approved by the stockholders. The final voting results showed significant support for each proposal, particularly the merger agreement which secured a significant majority of 8,417,744 votes in favor.

Form Type: DEF 14A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000167128425000010

Filing Summary: On April 30, 2025, NeueHealth, Inc. filed its definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders, scheduled for May 29, 2025. The proxy statement outlines the details of the upcoming meeting, including the election of ten directors, the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2025, and a non-binding advisory vote on the compensation of executive officers for 2024. Furthermore, it describes a significant corporate event: the NEA Merger Agreement executed on December 23, 2024, where a subsidiary will merge into NeueHealth, resulting in the company becoming a wholly-owned subsidiary of NH Holdings 2025, Inc., which is controlled by New Enterprise Associates, Inc. The proxy materials encourage stockholders to vote and provide instructions for casting votes, either online or by mail. Stockholders of record as of April 28, 2025, are entitled to participate and vote at the meeting.

Form Type: DEFM14A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125013574

Filing Summary: On April 14, 2025, NeueHealth, Inc. filed a definitive proxy statement concerning a special meeting of stockholders scheduled for May 7, 2025, to approve a merger agreement with NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. The merger will involve Merger Sub merging into the Company, with NeueHealth becoming a wholly owned subsidiary of Parent. The Company has engaged in rollover agreements with significant stockholders to contribute their shares to the Ultimate Parent in exchange for limited partnership interests. The merger agreement proposal must receive majority approval from stockholders present at the special meeting. Each share of Company Common Stock will be converted into $7.33 cash upon completion of the merger. The board of directors and a special committee have recommended approval, asserting that the merger is fair and in the best interests of the stockholders. Additionally, several votes will be taken regarding adjournment and executive compensation in relation to the merger proposal, with details on voting and proxy instructions included in the statement.

Form Type: PRER14A

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000114036125010733

Filing Summary: NeueHealth, Inc. is hosting a Special Meeting of Stockholders to vote on the proposed Merger Agreement with NH Holdings 2025, Inc. (Parent) and NH Holdings Acquisition 2025, Inc. (Merger Sub), which was agreed upon on December 23, 2024. The Merger allows Merger Sub to merge with and into NeueHealth, making it a wholly owned subsidiary of Parent. The Rollover Holders will exchange their shares of Company Common Stock and Preferred Stock for limited partnership interests in Ultimate Parent prior to the Merger's Effective Time. The Merger Consideration is set at $7.33 per share of Company Common Stock, excluding certain shares. The Company's Board and a Special Committee have unanimously approved the Merger, recommending stockholders vote in favor of the proposals at the Special Meeting. The completion of the Merger is subject to conditions, mainly the affirmative vote by the holders of a majority of the outstanding shares being required for approval.

Form Type: SC 13E3/A

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125010751

Filing Summary: This document is an amendment to a previously filed transaction statement under Schedule 13E-3 regarding a merger involving NeueHealth, Inc. The filing is being made pursuant to the Securities Exchange Act of 1934. The agreement relates to the merger between NeueHealth, Inc. and NH Holdings 2025, Inc. and its subsidiary NH Holdings Acquisition 2025, Inc. The surviving entity from the merger will be NeueHealth, which will become a wholly owned subsidiary of NH Holdings. Key details include that shareholders of NeueHealth will receive $7.33 in cash for each share of common stock held, with specific provisions for dissenting shareholders. The transaction is pending stockholder approval, and it is noted that if the merger is completed, NeueHealth’s stock will be delisted from the New York Stock Exchange. The special committee of the board of directors has unanimously approved the transaction, affirming it to be in the best interests of shareholders. Further details related to the merger agreement, including funding and associated rights, have been referenced from a proxy statement.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000167128425000001

Filing Summary: On March 20, 2025, NeueHealth, Inc. announced its financial results for the fourth quarter and year ended December 31, 2024. The company is currently pursuing a merger with NH Holdings 2025, Inc. (Parent), which, if conditions are met, will make NeueHealth a wholly owned subsidiary of Parent, controlled by investment funds affiliated with New Enterprise Associates, Inc. A preliminary proxy statement regarding this merger has been filed with the SEC, and the definitive version will be sent to stockholders. The document provides important details regarding the proposed transaction, including the risks and uncertainties involved in completing it.

Form Type: 8-K

Filing Date: 2025-03-19

Corporate Action: Merger

Type: Update

Accession Number: 000162828025013675

Filing Summary: On March 13, 2025, NeueHealth, Inc.'s subsidiaries in Colorado and Florida entered into Letters of Agreement with the Centers for Medicare & Medicaid Services (CMS) to modify repayment terms for an outstanding amount of $271.8 million. The modified agreements require monthly payments and could involve additional balloon payments based on surplus funds. As a default consequence, the entire amount could become due immediately if obligations are not met. Additionally, the company has entered into a Merger Agreement with NH Holdings 2025, Inc., aimed at becoming a wholly owned subsidiary, with a proxy statement filed and a Schedule 13E-3 intended to be jointly filed with the SEC. The report encourages investors to read the relevant documents as they contain critical information about the transaction and its implications.

Form Type: PRER14A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125008719

Filing Summary: NeueHealth, Inc. will conduct a Special Meeting for stockholders to vote on a Merger Agreement with NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. On December 23, 2024, these entities entered into a Merger Agreement, under which the Merger Sub will merge with NeueHealth, allowing it to operate as a wholly-owned subsidiary. As part of the agreement, Rollover Holders will contribute their shares of common and preferred stock in exchange for limited partnership interests. The Merger Consideration proposed is $7.33 in cash per share of common stock, excluding certain shares that will be cancelled or have appraisal rights. The company board recommends stockholders approve the Merger Agreement and related proposals, with a majority vote required for approval. Important conditions and voting instructions are outlined, stressing the need for stockholders to participate in the vote. The completion of the merger is contingent on the affirmative vote from holders of a majority of the outstanding shares.

Form Type: SC 13E3/A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008735

Filing Summary: On March 14, 2025, NeueHealth, Inc. filed Amendment No. 1 to its Transaction Statement on Schedule 13E-3, initially filed on February 3, 2025, regarding a proposed merger. The merger involves NH Holdings Acquisition 2025, Inc., as a wholly owned subsidiary of NH Holdings 2025, Inc., merging with and into NeueHealth, resulting in the latter becoming a wholly owned subsidiary of NH Holdings. The exchange ratio established in the merger agreement indicates each share of company common stock will convert to $7.33 in cash without interest. Dissenting shares may seek appraisal as per Delaware law. The board of directors has recommended that stockholders approve the merger agreement as fair to all parties involved. The transaction is subject to approval by the holders of a majority of the voting power of the shares entitled to vote. Subsequent to the merger, the common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act. Copies of the proxy statement and merger agreement are included for further details on the terms and implications of the merger.

Form Type: PREM14A

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125002782

Filing Summary: NeueHealth, Inc. has filed a preliminary proxy statement regarding a special meeting of stockholders to consider a merger agreement with NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. The merger proposal, dated December 23, 2024, involves Merger Sub merging with NeueHealth, which will continue as a wholly owned subsidiary of Parent. The merger consideration is set at $7.33 per share of company common stock, with specific provisions for dissenting shares. The board of directors unanimously recommends approving the merger proposal, which requires a majority of the outstanding shares represented at the special meeting. There are additional proposals for adjournment and executive compensation related to the merger. Detailed voting instructions are included in the proxy statement, emphasizing the importance of stockholder participation in the vote.

Form Type: SC 13E3

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125002799

Filing Summary: NeueHealth, Inc. has filed a Transaction Statement on Schedule 13E-3 in connection with a merger agreement dated December 23, 2024, with NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. As per the agreement, NH Holdings Acquisition 2025, Inc. will merge with NeueHealth, with NeueHealth becoming a wholly owned subsidiary of NH Holdings 2025, Inc. Shareholders of NeueHealth will receive $7.33 in cash for each share of common stock they hold, excluding those shares owned by NEA Stockholders and certain dissenting shares which may demand appraisal rights. The board of directors has approved the merger, advising that it is fair to the unaffiliated security holders. The merger is contingent upon receiving approval from a majority of the Company’s voting shareholders and will result in the delisting of the Company’s common stock from the New York Stock Exchange upon completion. The filing includes details on stockholder agreements, special committee evaluations, and proxy solicitation materials for the approval meeting.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131382

Filing Summary: On December 23, 2024, NeueHealth, Inc. entered into an Agreement and Plan of Merger with NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. The merger will result in the Company becoming a wholly owned subsidiary of NH Holdings 2025, Inc. Rollover Holders have agreed to contribute their shares of Company Common Stock and Preferred Stock in exchange for limited partnership interests in Ultimate Parent. At the effective time of the merger, each share of Company Common Stock will be converted into the right to receive $7.33 in cash. The merger is contingent upon customary closing conditions, including stockholder approval and regulatory filings. The agreement also includes provisions for equity awards and has established a timeframe for soliciting alternative acquisition proposals. If the merger is completed, the Company Common Stock will be delisted and deregistered under the Securities Exchange Act.

Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131384

Filing Summary: On December 23, 2024, NeueHealth, Inc. entered into an Agreement and Plan of Merger with NH Holdings 2025, Inc. and its subsidiary NH Holdings Acquisition 2025, Inc. The merger will result in NeueHealth becoming a wholly-owned subsidiary of NH Holdings. Shareholders will receive $7.33 in cash per share of common stock, with certain conditions and provisions for dissenting shares under Delaware law. The board of directors unanimously approved the deal, which is subject to stockholder approval and regulatory conditions. The agreement allows for the solicitation of alternative acquisition proposals until January 23, 2025, after which a no-shop agreement will be enforced. The merger is expected to lead to the delisting of NeueHealth’s common stock from the New York Stock Exchange. Rollover Holders, holding approximately 64% of the company’s common stock, have already agreed to vote in favor of the merger. A termination fee structure has been established, with a fee of $1.5 million in specific circumstances. The company issued a press release on the same day to announce this significant corporate action. This plan is part of a broader strategy involving equity financing commitments from investment funds affiliated with New Enterprise Associates, Inc.