Introduction
This Transaction Statement on Schedule 13E-3 (“Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person” and, collectively, the “Filing Persons”): (1) NeueHealth, Inc., a Delaware corporation (“NeueHealth” or the “Company”); (2) NH Holdings 2025, Inc., a Delaware corporation (“Parent”); (3) NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (4) NH Holdings 2025 SPV, L.P., a Delaware limited partnership of which Parent is a wholly owned subsidiary (“Ultimate Parent”); (5) NH Holdings 2025 GP, LLC, a Delaware limited liability company of which Ultimate Parent is a wholly owned subsidiary (“GP Holdings”); (6) the following investment funds or vehicles affiliated with or managed by New Enterprise Associates (collectively, the “NEA Stockholders”): NEA 18 Venture Growth Equity, L.P., a Delaware limited partnership, New Enterprise Associates 17, L.P., a Delaware limited partnership, New Enterprise Associates 16, L.P., a Delaware limited partnership, New Enterprise Associates 15, L.P., a Delaware limited partnership, NEA 15 Opportunity Fund, L.P., a Delaware limited partnership, NEA BH SPV, L.P., a Delaware limited partnership, and NEA BH SPV II, L.P., a Delaware limited partnership; and (7) NEA Partners 15, L.P., a Delaware limited partnership, NEA Partners 15-OF, L.P., a Delaware limited partnership, NEA 15 GP, LLC, a Delaware limited liability company, NEA Partners 16, L.P., a Delaware limited partnership, NEA 16 GP, LLC, a Delaware limited liability company, NEA Partners 17, L.P., a Delaware limited partnership, NEA 17 GP, LLC, a Delaware limited liability company, NEA Partners 18 VGE, L.P., a Delaware limited partnership, NEA 18 VGE GP, LLC, a Delaware limited liability company, and NEA BH SPV GP, LLC, a Delaware limited liability company. Each of Parent, Merger Sub, Ultimate Parent and GP Holdings is indirectly controlled by investment funds affiliated with NEA.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 23, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger Agreement and the transactions contemplated thereby, including the Merger, are more fully described in the proxy statement (the “Proxy Statement”) filed by the Company with the SEC under Regulation 14A of the Exchange Act concurrently with the filing of this Transaction Statement.
In connection with the execution of the Merger Agreement, certain stockholders of the Company (the “Rollover Holders”) entered into rollover agreements (the “Rollover Agreements”) with Ultimate Parent, Parent and Merger Sub, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, the Rollover Holders have agreed to contribute all of their shares of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), Series A Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (the “Company Series A Preferred Stock”), and/or Series B Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (the “Company Series B Preferred Stock” and, together with the Company Series A Preferred Stock, the “Company Preferred Stock”), to Ultimate Parent immediately prior to the effective time of the Merger (the “Effective Time”) in exchange for the issuance to the Rollover Holders of limited partnership interests in Ultimate Parent. Additionally, certain of the Rollover Holders have agreed pursuant to their respective Rollover Agreements, on the terms and subject to the conditions set forth therein, to vote all of their shares of Company Common Stock and/or Company Preferred Stock in favor of the adoption of the Merger Agreement.
The Merger Agreement provides that, at the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares owned immediately prior to the Effective Time by the Company, Ultimate Parent, Parent, Merger Sub or any of their respective subsidiaries (including shares contributed to Ultimate Parent prior to the Effective Time pursuant to the Rollover Agreements or other similar agreements), which will be canceled for no consideration, and Dissenting Shares (as defined below)) will be converted into the right to receive $7.33 in cash, without interest and less any applicable withholding taxes. Shares of Company Common Stock and Company Preferred Stock with respect to which a demand for appraisal has been validly made (and not forfeited or withdrawn) in accordance with Delaware law (“Dissenting Shares”) will be entitled to receive payment of the appraised value of such shares as provided by Delaware law.
