CareMax is a
Technology-Enabled Provider of Value Based Primary Healthcare to
Seniors
Deerfield Healthcare Technology Acquisitions Corp. ("DFHT")
(NASDAQ: DFHT, DFHTW, DFHTU), a special purpose acquisition
company sponsored by an affiliate of Deerfield Management Company,
L.P. (“Deerfield”) and Richard Barasch, a veteran healthcare public
company executive and investor, announced today that it has entered
into a definitive agreement for a business combination with CareMax
Medical Group, LLC (“CareMax Medical Centers”) and IMC Medical
Group Holdings, LLC (“IMC Health”), technology-enabled providers of
value-based care to seniors. Following the business combination,
DFHT expects to be renamed CareMax, Inc. (“CareMax” or “the
Company”) and will remain listed on the NASDAQ stock market under a
new ticker symbol.
Upon closing, CareMax will operate 26 wholly owned medical
centers in South and Central Florida, servicing approximately
16,000 Medicare Advantage members under value-based contracts, as
well as 36,000 Managed Medicaid and Affordable Care Act patients.
The Company expects to have partnerships with nineteen payors,
including affiliates of Anthem, Humana, Florida Blue, United
Healthcare, and Centene.
In addition, the Company will own the CareOptimize LLC
(“CareOptimize”) technology platform employed by all of its owned
centers as well as third party clients across the country.
CareOptimize features proprietary point of care software that
supports physicians with efficient medical utilization, enhanced
risk management, pharmacy management, and specialist network
development.
Seasoned Management Team
CareMax’s management team will be comprised of seasoned industry
professionals, led by Chief Executive Officer Carlos de Solo. Bill
Lamoreaux, currently CEO of IMC Health, will become Executive Vice
President of CareMax.
Mr. de Solo founded CareMax Medical Centers in 2011 and has
nurtured its growth to become an end to end senior care delivery
system. Prior to joining IMC Health, Mr. Lamoreaux has held
executive management positions at several national and regional
health insurers.
Richard Barasch will remain Executive Chairman of the Company
upon closing of the business combination. He was formerly Chairman
and CEO of Universal American Corp., which was a pioneer in
bringing value-based care and physician partnerships to Medicare
Advantage beneficiaries. Mr. Barasch also serves as Chairman of
AdaptHealth Corp. (Nasdaq: AHCO), which came public in 2019 via a
business combination with DFB Healthcare Acquisitions Corp.
Consideration
The total consideration for CareMax Medical Center’s business,
including Care Optimize, will be approximately $364 million and,
net of debt, the current equity holders will receive 68% in cash
and 32% in shares of common stock. The equity holders of CareMax
Medical Centers are primarily the founders and executives of the
company.
The total consideration to IMC Health equity holders will be
$250 million and, net of debt, the current IMC Health equity
holders will receive 45% in cash and 55% in shares of common stock.
The equity holders of IMC Health include Comvest Partners, a
private equity firm located in West Palm Beach, Florida, and
Athyrium Capital Management, a private equity firm located in New
York, NY.
In addition, current equity holders of CareMax Medical Centers
and IMC Health will be entitled to receive an additional earn out
payment of up to 6.4 million shares of CareMax common stock, with
50% of those shares vesting if the stock of the Company trades at
or above $12.50 during in first 12 months after closing and the
balance of the unvested shares vesting if the stock of the Company
trades at or above $15.00 during the first 24 months after closing
on a volume weighted average price basis for any 20 of 30 trading
days for both periods.
Financing
In addition to the approximately $144 million held in the DFHT
Trust Account, premier healthcare investors, including Deerfield,
Fidelity Management & Research, LLC, Eminence Capital, LP,
funds and accounts managed by BlackRock, and Maverick, have
committed to purchase over $400 million of shares of common stock
of the Company at $10.00 per share through a private placement in
public entity (a “PIPE”). In addition, RBC Capital Markets, LLC has
provided committed debt financing in connection with the business
combination.
Assuming no redemptions of DFHT public shares, the current
owners of CareMax Medical Centers and IMC Health will collectively
own 27%, Deerfield will own approximately 18%, other DFHT
stockholders (including other PIPE investors) will own 51%, DFHT’s
sponsor will own 4% respectively of the issued and outstanding
shares of common stock of CareMax immediately following the
closing.
DFHT estimates that, assuming no redemptions of DFHT shares, the
Company will have an initial market capitalization of approximately
$800 million, with approximately $233 million of cash on the
balance sheet. The Company expects to use this capital to
accelerate its acquisition program and invest in de novo
centers.
The combined Company’s total Pro Forma enterprise value of
approximately $692 million at closing represents: i) 1.7x FY21(E)
revenue and 13.2x FY21(E) Pro Forma Adjusted EBITDA (including
synergies and excluding acquisitions); ii) 1.3x FY21(E) revenue and
10.4x FY21(E) Pro Forma Adjusted EBITDA (including the full year
effect of acquisitions).
Please refer to the investor presentation furnished with
DFHT’s Current Report on Form 8-K for details on the pro-forma
financials of the Company and its Non-GAAP Financial
Measures.
Delivering “Whole Person” Health
Care
CareMax’s 26 medical centers offer 24/7 access to care and
provide a comprehensive suite of high-touch health care and social
services to its patients, including primary care, specialty care,
telemedicine, health & wellness, optometry, dental, and
transportation. CareMax’s differentiated healthcare delivery model,
focused on care coordination with vertically integrated ambulatory
care and community-centric services, ensures that members receive
the right care at the right time in the most efficient setting. The
goal of CareMax is to intercede as early as possible to manage
chronic conditions for its patients in a proactive, holistic, and
tailored manner. This intervention has a significant positive
influence on patient outcomes and overall healthcare costs.
This comprehensive, high touch approach to health care delivery,
powered by the Care Optimize technology platform, has proven to
reduce hospital admissions, ER visits, and readmission rates when
compared to Medicare’s Fee for Service (FFS) benchmarks, and
improve patient outcomes and satisfaction.
The Company specifically focuses on providing access to high
quality care in underserved communities, with approximately 64% of
its Medicare Advantage patients being dual-eligible and low-income
subsidy eligible.
The Company’s strong regional presence in South Florida is
complemented by its national reach through CareOptimize software
and services offerings. The operating and technology platform, used
by 20,000 providers, improves patient outcomes, drives
accountability, and lowers healthcare spending through the delivery
and support of customized care with a focus on preventative chronic
disease management and the social determinants of health.
“CareMax plays a significant role in the lives of our members by
providing accessible, quality medical care and comprehensive social
activities and services,” said Mr. de Solo. “Seniors represent the
most significant opportunity to lower the national healthcare
spend, and we believe that CareMax possesses the technology,
knowledge and know-how to continue to bend this cost curve. We are
very excited about the prospects of combining with DFHT and look
forward to this next, exciting phase of our growth.”
“Value-based care, built upon the premise of providing extensive
primary care, is recognized as an effective way to lower healthcare
costs and improve patient outcomes in Medicare Advantage,
especially for dual eligible beneficiaries and those with chronic
conditions. We believe that CareMax operates a best-in-class
delivery model supported by a highly scalable technology backbone,”
said Mr. Barasch. “We believe this business combination will create
a well-capitalized platform, well-positioned to expand organically,
through accretive M&A activity and through strategic
partnerships with payors.”
“We are excited to invest and partner with DFHT as part of the
combination of these two best-in-class, value-based primary care
organizations. Primary care has always been the gatekeeper for most
healthcare spend, and we believe this model represents the best way
to improve quality outcomes and manage costs across the healthcare
continuum,” said Roger Marrero, Senior Partner of Comvest
Partners.
Growth
CareMax will pursue a strategy of organic growth and selected
acquisitions in a highly fragmented industry. The Company forecasts
organic revenue growth of 15% from Pro Forma CY2020(E) through
CY2023(E), which could increase substantially if the Company
executes on acquisitions.
CareMax will also pursue strategic partnerships to build de novo
clinics to serve Medicare Advantage members in and out of Florida.
We are pleased to announce that CareMax and Anthem will be
expanding their current relationship with plans to open new senior
care centers in the eastern region of the United States. Details
will be announced at a later date as these plans are
formalized.
The business combination, which has been approved by the board
of directors of DFHT and the governing bodies of CareMax Medical
Centers and IMC Health, is expected to close in the first quarter
of 2021, subject to customary conditions, including the approval by
DFHT stockholders.
A more detailed description of the transaction terms and a copy
of the business combination agreement will be included in a current
report on Form 8-K to be filed by DFHT with the United States
Securities & Exchange Commission (“SEC”). DFHT will file a
proxy statement with the SEC in connection with the
transaction.
Deutsche Bank Securities Inc. and UBS Investment Bank are acting
as financial advisors and capital markets advisors to DFHT. Morgan
Stanley & Co. LLC is acting as financial advisor to CareMax
Medical Centers and Piper Sandler is acting as financial advisor to
IMC Health. White & Case LLP and Polsinelli PC are acting as
legal advisors to DFHT, DLA Piper LLP (US) is acting as legal
advisor to CareMax Medical Centers, McDermott Will & Emery LLP
is acting as legal advisor to IMC Health and Katten Muchin Rosenman
LLP is acting as legal advisor to Deerfield.
Management Presentation
Information
The management of CareMax and DFHT will make a presentation via
webcast regarding the business combination on December 18, 2020 at
12 pm EST. In connection with this event, DFHT will furnish an
investor presentation in a current report on Form 8-K to be filed
by DFHT with the United States Securities & Exchange Commission
(“SEC”).
Please dial 877-407-9753 or 201-493-6739 or
https://78449.themediaframe.com/dataconf/productusers/drf/mediaframe/42589/indexl.html
A replay of the event may be accessed by dialing 877-660-6853 or
201-612-7415 and using Conference ID #13714399.
About CareMax Inc.
CareMax, comprised of the existing CareMax Medical Centers, IMC
Health, and CareOptimize, is a technology-enabled care platform
providing value-based care and chronic disease management to
Seniors. Collectively, the Company operates 26 wholly owned medical
centers that offer a comprehensive suite of healthcare and social
services, and a proprietary software and services platform that
provides data, analytics, and rules-based decision tools/workflows
for physicians across the United States.
About Deerfield Healthcare Technology
Acquisitions Corp.
Deerfield Healthcare Technology Acquisitions Corp. is a blank
check company whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. The
Company’s sponsor is an affiliate of Deerfield Management Company,
L.P., an investment firm focused exclusively on the healthcare
industry, and Richard Barasch, a veteran healthcare public company
executive and investor.
About Deerfield
Deerfield is an investment management firm committed to
advancing healthcare through investment, information and
philanthropy. For more information, please visit
www.deerfield.com
Important Information and Where to Find
It
In connection with the proposed business combination, DFHT
intends to file with the SEC a preliminary proxy statement relating
to the business combination. DFHT will mail a definitive proxy
statement and other relevant documents to the stockholders of DFHT.
Stockholders of DFHT and other interested persons are advised to
read, when available, the preliminary proxy statement, and
amendments thereto, and, when available, the definitive proxy
statement and any amendments thereto in connection with DFHT’s
solicitation of proxies for the special meeting to be held to
approve the business combination because these proxy statements
will contain important information about DFHT, CareMax Medical
Centers, IMC Health and the business combination. The definitive
proxy statement will be mailed to stockholders of DFHT as of a
record date to be established for voting on the business
combination. Stockholders will also be able to obtain copies of the
proxy statement, without charge, once available, at the SEC’s
Internet site at http://www.sec.gov or by directing a request to:
Deerfield Healthcare Technology Acquisitions Corp., 780 Third
Avenue, New York, NY 10017, Attention: Secretary, or by calling
(212) 551-1600.
Participants in the
Solicitation
DFHT, CareMax Medical Centers and IMC Health, and their
respective directors and executive officers, may be considered
participants in the solicitation of proxies with respect to the
proposed business combination under the rules of the SEC.
Information about the directors and executive officers of DFHT is
set forth in DFHT’s registration statement on Form S-1, which was
initially filed with the SEC on June 30, 2020 and is available free
of charge from the sources indicated above.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the
stockholders in connection with the proposed business combination
will be set forth in the preliminary and definitive proxy statement
when filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Forward-Looking
Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and
expectations, the expectation that the Company’s common stock will
be listed on Nasdaq, and the anticipated closing date of the
proposed business combination. These statements are based on
various assumptions and on the current expectations of DFHT,
CareMax Medical Centers and IMC Health management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of DFHT,
CareMax Medical Centers and IMC Health. These forward-looking
statements are subject to a number of risks and uncertainties,
including the outcome of judicial and administrative proceedings to
which CareMax Medical Centers or IMC Health may become a party or
governmental investigations to which CareMax Medical Centers or IMC
Health may become subject that could interrupt or limit CareMax
Medical Centers’ or IMC Health’s operations, result in adverse
judgments, settlements or fines and create negative publicity;
changes in CareMax Medical Centers’ or IMC Health’s clients’
preferences, prospects and the competitive conditions prevailing in
the healthcare sector; the inability of the parties to successfully
or timely consummate the proposed business combination, including
the risk that any required regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
stockholders of DFHT and/or the equity holders of CareMax Medical
Centers or IMC Health for the proposed business combination is not
obtained; failure to realize the anticipated benefits of the
proposed business combination, including as a result of a delay in
consummating the proposed business combination or a delay or
difficulty in integrating the businesses of DFHT, CareMax Medical
Centers and IMC Health; the amount of redemption requests made by
DFHT’s stockholders; those factors discussed in DFHT’s registration
statement on Form S-1, which was initially filed with the SEC on
June 30, 2020, under the heading “Risk Factors,” and other
documents of DFHT filed, or to be filed, with the SEC. If the risks
materialize or assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither DFHT,
CareMax Medical Centers nor IMC Health presently know or that DFHT,
CareMax and IMC Health currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect DFHT’s, CareMax Medical Centers’ and IMC Health’s
expectations, plans or forecasts of future events and views as of
the date of this press release. DFHT, CareMax Medical Centers and
IMC Health anticipate that subsequent events and developments will
cause DFHT’s, CareMax’s Medical Centers’ and IMC Health’s
assessments to change. DFHT, CareMax Medical Centers and IMC Health
or CareOptimize do not undertake any obligation to update any of
these forward-looking statements. These forward-looking statements
should not be relied upon as representing DFHT’s, CareMax Medical
Centers’ and IMC Health’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Non-GAAP Financial
Measures
The financial information and data contained in this press
release is unaudited and does not conform to Regulation S-X.
Accordingly, such information and data may not be included in, may
be adjusted in or may be presented differently in, any proxy
statement or registration statement to be filed by DFHT, CareMax
Medical Centers, IMC Health or CareOptimize with the SEC. Some of
the financial information and data contained in this press release,
such as adjusted EBITDA, has not been prepared in accordance with
United States generally accepted accounting principles (“GAAP”). A
reconciliation of certain of these non-GAAP financial measures to
their most comparable GAAP measure is set forth in a table in the
investor presentation.
DFHT, CareMax Medical Centers, IMC Health and CareOptimize
believe these non-GAAP measures of financial results provide useful
information to management and investors regarding certain financial
and business trends relating to CareMax’s financial condition and
results of operations. DFHT, CareMax Medical Centers, IMC Health
and CareOptimize believe that the use of these non-GAAP financial
measures provides an additional tool for investors to use in
evaluating ongoing operating results and trends in and in comparing
CareMax’s financial measures with other similar companies, many of
which present similar non-GAAP financial measures to investors.
Management of CareMax does not consider these non-GAAP measures in
isolation or as an alternative to financial measures determined in
accordance with GAAP. The principal limitation of these non-GAAP
financial measures is that they exclude significant expenses and
income that are required by GAAP to be recorded in CareMax Medical
Centers’ financial statements. In addition, they are subject to
inherent limitations as they reflect the exercise of judgments by
management about which expense and income are excluded or included
in determining these non-GAAP financial measures. In order to
compensate for these limitations, management presents non-GAAP
financial measures in connection with GAAP results. You should
review CareMax Medical Centers’ audited financial statements, which
will be presented in DFHT’s proxy statement to be filed with the
SEC, and not rely on any single financial measure to evaluate
CareMax Medical Centers’ business.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201218005517/en/
DFHT Healthcare Chris Wolfe
chris.wolfe@dfhealthcaretech.com (917)923-7629
DFHT Investor Relations The Equity Group Inc. Devin
Sullivan Senior Vice President dsullivan@equityny.com (212)
836-9608
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