M&A - Tempus AI, Inc.
Form Type: S-1
Filing Date: 2025-02-25
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525034442
Filing Summary: Tempus AI, Inc. is filing this registration statement under the Securities Act of 1933 in relation to the acquisition of Ambry Genetics Corporation. This acquisition involves a Purchase Agreement dated November 4, 2024, wherein Tempus agreed to purchase all outstanding shares of Ambry for $375 million in cash and the issuance of 4,843,136 shares of its Class A common stock as consideration. The shares were issued on February 3, 2025, upon closing the acquisition. The document registers these shares for resale by the selling stockholder, REALM IDx, Inc., in compliance with the registration rights outlined in the Purchase Agreement. The primary aim of this filing is to satisfy regulatory requirements and clarify the financial implications of the acquisition for potential investors. Additionally, it highlights Tempus' commitment to improving healthcare quality through data analytics and AI, aiming to enhance precision medicine delivery.
Document Link: View Document
Additional details:
Approximate Date Of Commencement Of Sale: As soon as practicable after this Registration Statement is declared effective
Class A Common Stock Outstanding: 167,168,911 shares (as of February 21, 2025)
Class B Common Stock Outstanding: 5,043,789 shares (as of February 21, 2025)
Last Reported Sales Price: $69.57 per share (as of February 24, 2025)
Cash Consideration: $375 million for the Acquisition
Form Type: 8-K
Filing Date: 2025-02-03
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525019313
Filing Summary: On February 3, 2025, Tempus AI, Inc. announced the closing of the acquisition of Ambry Genetics Corporation. In conjunction with this acquisition, the company entered into a Third Amendment to Credit Agreement which includes additional financing commitments of $200 million in senior secured term loans and $100 million in priority revolving commitments. The banking arrangement allows Tempus AI to utilize these funds to cover part of the acquisition cost. The terms of the Credit Agreement were significantly amended to support this acquisition, providing for a maturity of February 3, 2030 for the new loans. Details regarding interest rates on the loans were specified, with different rates for cash interest and paid-in-kind options. The company has guaranteed these obligations through its subsidiaries and has provided substantial collateral. The agreement includes various restrictions and covenants related to liquidity, revenue, and other financial metrics. These amendments aim to ensure financial stability post-acquisition and mitigate risks associated with the transaction.
Document Link: View Document
Additional details:
Item: third_amendment_terms
Description: The credit agreement was amended to provide $200 million in additional senior secured term loan commitments and $100 million in priority revolving commitments.
Item: acquisition_details
Description: Acquisition of Ambry Genetics Corporation in conjunction with the financing.
Item: maturity_date
Description: February 3, 2030 for the third amendment loan facilities.
Item: interest_rates
Description: Interest on the Term Loans varies based on payment choice, with rates for cash, Base Rate plus margins ranging from 5.75% to 6.75%, and for interest payments in kind, lower applicable rates.
Item: financial_covenants
Description: Includes minimum liquidity and revenue requirements, as well as maximum first lien leverage beginning March 31, 2027.
Item: events_of_default
Description: Includes payment defaults, breach of covenants, and certain bankruptcy-related defaults.
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