Healthcare Merger Corp.

This is a take-private, the reverse of the transaction that brought the company public: Merger Sub merges into SOC Telemed, the company survives as a wholly owned subsidiary of Parent, and each share of Company Common Stock converts into the right to receive $3.00 in cash without interest and subject to withholding, unless appraisal rights under Delaware law are properly exercised. Holders are cashed out at a fixed price with no stock and no earn-out, so nothing is left to participate in afterwards.

Holders receive $3.00 in cash per share of Company Common Stock, without interest and subject to withholding taxes, unless they properly exercise appraisal rights under Delaware law. That is the whole of the consideration — no stock component, no earnout, no continuing interest — so a holder's outcome is fixed at $3.00 whatever the surviving company does afterwards. For a vehicle that reached the public market through a combination, this closes the loop by taking it private for cash.

$10.08 is not a market price here: the filing states the offering price per share equals the redemption price payable to Class A holders who elect to redeem, and that as of October 1, 2020 the estimated per-share redemption price would have been approximately $10.08. Aggregate consideration to SOC Telemed's holders is $650,000,000 less its net indebtedness at closing, including estimated tax liabilities in excess of $1,000,000, after deducting its cash. The cash portion then nets trust funds and PIPE proceeds against redemptions, transaction costs and a further $45,000,000.

$10.08 is this vehicle's own figure rather than a convention: the filing states that as of October 1, 2020 the estimated per share redemption price would have been approximately $10.08, and uses it as the registration price. Aggregate consideration to SOC Telemed's equity and convertible security holders is $650,000,000 less its net indebtedness, including estimated tax liabilities in excess of $1,000,000, after deducting its cash. The cash portion is then computed after subtracting redemptions, both sides' transaction costs, SOC Telemed's indebtedness and a further $45,000,000.

The $10.08 is this vehicle's own figure, not a convention: the filing states the offering price per share equals the redemption price payable to Class A holders electing to redeem, and that as of August 11, 2020 the estimated per share redemption price would have been approximately $10.08. Consideration is $650,000,000 less SOC Telemed's net indebtedness at closing, including estimated tax liabilities in excess of $1,000,000, after deducting its cash. The cash portion is what survives after redemptions, both sides' transaction costs, SOC Telemed's debt and a further $45,000,000 are subtracted.

The offering price is defined as the redemption price itself: the filing states the price per share will equal the redemption price payable to Class A holders who elect to redeem, estimated at approximately $10.08 as of August 11, 2020. That makes the fee calculation an explicit statement of what a redeeming holder would have received on that date, rather than a market-price proxy. Because the document is also a consent solicitation statement, the target's stockholders act by written consent instead of at a meeting of their own.