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Related-Party Transactions
9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS

24. RELATED-PARTY TRANSACTIONS

 

Contingent Sponsor Earnout Shares

 

On October 30,2020, the Company modified the terms of the 1,875,000 Sponsor Earnout Shares then held by HCMC’s sponsor, such that 50% of such shares will be forfeited if the share price of Class A common stock does not reach $12.50 for 20 out of 30 consecutive trading days and 50% of such shares will be forfeited if the share price of Class A common stock does not reach $15.00 for 20 out of 30 consecutive trading days, in each case, prior to the seventh anniversary of the Closing (See Note 17).

 

Preferred stock and debt

 

In 2020, Legacy SOC Telemed issued 11,000 shares of Series J contingently redeemable preferred stock to certain previous Legacy SOC Telemed stockholders in exchange for cash consideration (see Note 16, Contingently Redeemable Preferred Stock).

 

On August 14, 2020, two entities affiliated with WP signed a support letter committing funds up to $15.0 million available to Legacy SOC Telemed from August 2020 through December 2021. On September 3, 2020, Legacy SOC Telemed sold to WP $2.0 million aggregate principal amount of subordinated convertible promissory notes in a financing pursuant to this support letter. WP subsequently recommitted to fund up to $15.0 million available from September 2020 through December 31, 2021, subject to ongoing evaluations between the parties following the closing of the Merger Transaction, under a new support letter dated September 23, 2020, that superseded and replaced the August support letter (see Note 12, Debt). The support letter was terminated in connection with the acquisition of Access Physicians.

 

Legacy SOC Telemed also entered into a convertible bridge note purchase agreement with certain previous Legacy SOC Telemed stockholders which permitted Legacy SOC Telemed to borrow aggregate principal in the amount of $8.0 million. Legacy SOC Telemed borrowed $6.0 million of principal pursuant to such convertible bridge note purchase agreement in 2020 (see Note 12, Debt).

 

As discussed in Note 12, Debt, and Note 16, Contingently Redeemable Preferred Stock, all existing debt and preferred stock owned by our controlling stockholders was liquidated in connection with the closing of the Merger Transaction on October 30, 2020.

 

As discussed in Note 12, Debt, in order to consummate the Acquisition and support the combined business thereafter, SOC Telemed entered into a related-party Subordinated Note with a significant stockholder, SOC Holdings, an affiliate of Warburg Pincus, for $13.5 million.

 

On June 4, 2021, the Subordinated Note was extinguished in connection with the issuance of Class A common stock. Refer to Notes 12, Debt, and 18, Stockholders’ Equity, for further discussion.