EX-99.1 9 tm214851d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

January 202 1

 
 

2 C O N F I D E N T I A L Is s u e r: CA Healthcare A c q u i s i t i on C orp. O f fer i n g Price : $ 1 0.0 0 /u ni t Offer i ng A mou n t: $ 115 ,0 0 0,000 N umb e r of U ni t s: 11 , 5 0 0,000 U n i ts U nit C omp o si t io n : 1 .0 sh a re of Class A common stock ; 0.5 redeemable w ar r a n t to p u rch a se o n e share of Class A common stock P r i v ate P la c eme n t: 4,050,000 i n private placement w ar r a n ts at $ 1 .00 p e r w ar r a n t $11.50 exercise price per full share Trust P roc e e d s : A n amount e q u a l to 1 0 0 % of the g ross procee d s from the public offering h e l d in trust ($10.00 per unit) Warra n ts: - $ 1 1.50 e x ercise price p e r f u l l sh a re - If additional shares are issued at a price of less than $9.20 / share, the gross proceeds from such issuances represent more than 60% of total equity proceeds, and the volume weighted average price during the 20 - trading day period is below $9.20 / share, the exercise price will be adjusted to 115% of the greater of Market Value or the Newly Issued Price, and the $18.00 / share redemption trigger price will be equal to 180% of the greater of Market Value and the Newly Issued Price - E x p i re a f ter 5 y e a rs f rom c l o s i ng of the i n i t i al b u s i n e ss comb i n a t i on - E x ercis a b l e l ater o f 30 days after the comp l eti o n o f ou r i n i t i al b u s i n e ss comb i n a t i on o r 1 2 mo n ths f rom c l os i ng o f i n i t i al p u b li c o f fe ri ng - R e d e e ma b l e a t the o p t i on o f t he C ompany a t a p ri ce o f $ 0 . 0 1 p e r w ar r a n t w h e n sa l e price o f c o mm on s to c k e q u a l s o r e x ce e ds $ 18 . 0 0 f or 2 0 tra d i ng d a y s w i th i n 30 - tra d i ng da y p e r i od Ma n a g eme n t P romote: 20 % (2,875, 0 0 0 shares of Class B com m on stoc k ) T imeframe: 24 months C o n v ersion R ig h ts: A t a s to c k h o l d e rs’ me e t i ng ca ll ed t o a p p ro v e a n i n i t i al b u s i n e ss comb i n a ti on o r i n a te n d e r o f f e r t h a t w il l t a k e p l ace pri o r t o a b u s i n e ss c o mb i n a t i o n , an y p u b li c sto c k h o l d e r w il l b e e n t i t l ed t o d emand the s to c kh o l d e r ’ s co m mon s to c k be co n v er t ed i nto $ 10 . 00 plus any pro rata interest earned on the trust net of interest earned that may be released to us to pay our franchise and income tax obligations (less up to $ 100 , 000 interest to pay dissolution expenses) Illustrative Term Sheet

 
 

3 C O N F I D E N T I A L Speakers ▪ 38 years of experience with Deloitte ▪ M ost recently serv ed as the Chief Operating Officer (COO) of Deloitte Global Consulting (an $18 Billion annual revenue company with 100k consultants) ▪ COO and CFO of Deloitte’s U.S. consulting practice where his responsibilities included oversight for overall consulting operational and financial performance ▪ Focuses throughout career include strategic planning, mergers and merger integration, and operations consulting ▪ Served as Head of Deloitte’s Life Sciences & Health Care practice for 10 years, leading the practice to the number one position in the market ▪ Completed more than 20 acquisitions and 3 global ventures with Deloitte Consulting ▪ Named among the top 25 consultants by consulting magazine in 2018 ▪ BA in Economics and Organizational Behavior from Brown University , and an MBA in Finance and Strategic Planning from the Tuck School of Business Larry Neiterman – Chairman and CEO of CAHC Tom Cibotti – Managing Partner of Covington Associates ▪ Managing Partner and founding member of Covington Associates upon his joining in 1993 ▪ With over 30 years of investment banking experience, Mr. Cibotti has advised on over 200 buy - side and sell - side transactions in healthcare and healthcare IT and his career comprises >$20 billion in transaction value ▪ Mr. Cibotti was a key part of the Covington team involved in the $1.3 billion sale of Inverness Medical Technology to Johnson & Johnson and the $1.8 billion acquisition of Biosite, Inc ▪ Leads Covington's strategic direction and oversees the firm’s business development efforts as well as the transaction execution teams ▪ Prior to Covington Associates, Mr. Cibotti was an Associate Director of Barclays de Zoete Wedd (“BZW”) where he focused principally in the areas of structured acquisition finance and private placements. Before joining BZW, Mr. Cibotti was an Associate at Chase Manhattan Bank ▪ BS from Boston College in Finance and Economics and an MBA from NYU Stern School of Business

 
 

4 C O N F I D E N T I A L Management Team With Decades of Operations Experience Extensive Relationships Throughout the Healthcare Ecosystem Comprehensive Public and Private Market Transaction Execution Experience Proven Healthcare Investment Banking and Private Equity Success CAHC will invest in a high growth healthcare company positioned for long - term success in the public markets. Why CA Healthcare Acquisition Corp.? P P P P Robust Deal Sourcing Engine P

 
 

5 C O N F I D E N T I A L ▪ Seasoned private equity investor, who has specialized in healthcare services, healthcare technology and software/services sec tor s ▪ 25 - year tenure at TA Associates, most recently serving as Managing Director of the firm’s Healthcare practice ▪ Served on the board of One Call Medical, TARGUSinfo, American Access Care, Alma Lasers, Intercontinental Exchange, National Imaging Associates, MQ Associates, Medsolutions/Evicore and Lawson Software ▪ Chairman of the Board of Lahey Hospital and Medical Clinic; Director at Connected Home Care, American Endovascular, Clearview Dermatology, among others; and an Advisor to Wavecrest Growth Partners and Schernecker Property Services ▪ BA in Economics from Harvard University and an MBA from Harvard Business School David Lang – Director ▪ Corporate director and advisor with deep experience and expertise in health care delivery and payment. His directorship and a dvi sory experiences include early, growth, mature public, private and not - for - profit companies ▪ Former senior executive with Lifetime Healthcare Companies (Lifetime), a $6 billion diversified healthcare company with healt h insurance and health care delivery operations, since 1986 and served as their CEO from 2003 through 2012 ▪ Executive at BlueCross BlueShield and Healthcare Association and served as a director of American’s Health Insurance ▪ Held a number of board seats at Blue Caucus, Business Council of New York State and Rochester Business Alliance, among others ▪ Serves as a director to numerous not - for - profit community organizations ▪ BS from Rensselear Polytechnic and an MBA from the University of Chicago David H. Klein – Director ▪ Spent over three decades as an investment banker and strategic advisor working collaboratively with CEOs and board of directo rs of technology and healthcare companies on growth and exit strategies helping create billions of dollars in shareholder value ▪ Has executed over 150 M&A and capital raising transactions with large and medium - size companies spanning 20 countries ▪ Board member of ON2 Technologies, a U.S. public company that was acquired by Google. ▪ Board advisor to two healthcare companies in the Silicon Valley (XEN Partners and Plug & Play Tech Center) ▪ BA in Economics and Philosophy from Milton College and an MBA in International Finance from the University of Wisconsin Afsaneh Naimollah – Director Well - Connected Team Jeff Barnes – President, CFO, and Director ▪ Nearly three decades of customer - driven experience, most recently serving as the Chief Executive Officer (CEO) of Phillips Canad a ▪ Previously Senior Vice President and North American Commercial Leader for Phillips Healthcare where he successfully led a $6B , 1,200+ person commercial team and managed significant change in the go - to - market strategy for North America ▪ Former Executive Vice President of Global Commercial Operations for iCAD/XOFT ▪ Former Vice President for Cardiac Resuscitation Solutions at Hewlett - Packard’s Healthcare Solutions Group ▪ Board Advisor for Luxsonic Technologies and former Board Director at Philips Medical Capital and Virtual Incubation Companies ▪ BA in Economics from Saint Lawrence University, and an MBA from New York University Stern School of Business

 
 

6 C O N F I D E N T I A L Covington Overview CA Advisors Pleasant Bay Capital Partners CA Healthcare Acquisition Corp. Select Investments 1991 Founded 250+ Transactions Since Inception 13 Transactions Closed in 2020 50+ Transactions Since 2017 Exclusive Sell - Side M&A Advisors Healthcare Focused Private Equity Firm IPO Vehicle For Healthcare Companies 2012 Founded 19 Investments Since Inception 70 Partner Investments Over Past 25 Years 5 Realized Investments To Date 2021 IPO 3 Operating Executives $115M Trust Size 5 Transaction Professionals Select Transactions Target Sectors Healthcare Services Care Management Diagnostics Health & Wellness Healthcare IT Medical Devices Pharma/Device Services Medical Distributors Behavioral Health Cost Containment recapitalized by acquired by acquired by acquired by acquired by $600,000,000 acquired by

 
 

7 C O N F I D E N T I A L Sponsor Healthcare Team CAHC’s sponsor team boasts more than 300 years of combined transaction experience. Tom Cibotti Managing Partner Ben Dunn Managing Director Tim McMahon Managing Director Chris Tashjian Managing Director Michael Papile Managing Director Grant Grava Managing Director Andrew Johnson Director Perry DeFazio Vice President James Vandervelden Managing Partner - PBCP Scott Fisher Managing Director - PBCP Healthcare Consulting Services Cloud Services Healthcare IT Medical Manufacturing Medical Devices Cost Containment Pharma Services Specialty Pharma Medical Distribution Diagnostics & Tools Healthcare Services Behavioral Health Population Health Management Healthcare Services Digital Media Technologies Healthcare IT Cost Containment Medical Distribution Medical Manufacturing Medical Devices Medical Distribution Healthcare IT Healthcare Services Healthcare IT Pharma Services Healthcare Services Managed Care Healthcare IT Diagnostics & Tools Healthcare Services

 
 

acquired by acquired by C O N F I D E N T I A L In the last decade, Covington has executed more than 170 transactions and more than 50 transactions in the last four years alone. Breadth and Depth of Healthcare Experience acquired by acquired by Dental Select recapitalized by 8 acquired by acquired by acquired by acquired by PBCP Active Investments Realized Investments acquired by A portfolio company of A portfolio company of acquired by A portfolio company of

 
 

Healthcare Services Care Management Diagnostics Health & Wellness Healthcare IT Medical Devices Pharma/Device Services Medical Distributors Robust Deal Sourcing C O N F I D E N T I A L A leader in an attractive growth market in healthcare P Established ability to grow top - line 20%+ YoY P Enterprise values to $300 Million - $1 Billion, most of which have EBITDAs of $30M - $75M+ P Management team and infrastructure capable of operating as a public company P Ownership interested in partnering with a value - added SPAC management team along with access to an attractive and flexible capital source P Focus Areas CA Healthcare is a group of healthcare industry and transactional professionals who are focused on investing in a growth - oriented healthcare company. Target Sectors Behavioral Health Cost Containment 9

 
 

10 C O N F I D E N T I A L Management Team With Decades of Operations Experience Extensive Relationships Throughout the Healthcare Ecosystem Comprehensive Public and Private Market Transaction Execution Experience Proven Healthcare Investment Banking and Private Equity Success CAHC will invest in a high growth healthcare company positioned for long - term success in the public markets. Why CA Healthcare Acquisition Corp.? P P P P Robust Deal Sourcing Engine P