Merger FOREU

P3 Health Partners to Become Publicly Traded via Merger with Foresight Acquisition Corp.

P3 Health Partners (“P3”) and Foresight Acquisition Corp. (NASDAQ: FORE) have entered into a definitive agreement which would result in P3 becoming a publicly listed company.

P3 is a patient-centered and physician-led population health management company that supports providers, physicians, and practices in their journey from traditional volume-based models to value-based systems of care and wellness. P3 believes its extensive experience managing Medicare Advantage (MA) populations in global risk arrangements drives its differentiated model, which simultaneously improves care and decreases costs. P3 is a portfolio company of Chicago Pacific Founders who provided P3’s initial and growth capital.

The combined company will have an estimated post-transaction enterprise value of $2.3bn with an estimated equity value of $2.4bn from the contribution of at least $180mm in cash proceeds from the transaction.

Assuming no redemptions, transaction proceeds will consist of up to $316mm of cash held in FORE’s trust account and a fully committed private investment of over $200mm at $10.00 per share, including participation from funds and accounts managed by Fidelity Management & Research Company LLC and Janus Henderson Investors.

The net proceeds raised from the transaction will be used to support P3’s working capital and accelerate the national expansion of its proven platform.

The transaction is expected to result in P3’s existing members owning approximately 75% of the equity of the combined company. 

Both Boards of directors have approved the business combination and the transaction is expected to close in the second half of 2021, subject to stockholder approvals and other customary closing conditions.

J.P. Morgan Securities LLC acted as exclusive financial advisor to P3. Latham & Watkins LLP acted as legal advisor to P3. Greenberg Traurig, LLP acted as legal advisor to Foresight. Cowen and William Blair served as financial advisors to Foresight. J.P. Morgan Securities LLC, Cowen and William Blair acted as co-placement agents on the PIPE. Mayer Brown acted as placement agent counsel.

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