SOC Telemed’s Merger with Healthcare Merger Corp

Orrick Herrington & Sutcliffe LLP advised SOC Telemed on the deal.

SOC Telemed, one of the largest national providers of acute care telemedicine, announced its merger with Healthcare Merger Corp. (NASDAQ: HCCO), a special purpose acquisition company or SPAC. The combined company will operate as SOC Telemed and will be listed on the Nasdaq. The transaction, expected to close in Q4, values SOC at approximately $720 million.

Institutional Investors, including funds and accounts managed by BlackRock Inc., Baron Capital Group, and ClearBridge Investments, among others, have committed to a private investment of $165 million in common stock of the combined company that will close concurrently with the business combination. In addition, SOC’s current management and equity holders, including Warburg Pincus, its majority shareholder, will roll a portion of their equity into SOC. The proceeds generated by the transaction will be used to pay down existing debt, purchase a portion of the equity owned by existing SOC shareholders, and capitalize the SOC Telemed balance sheet.

Specialists On Call, Inc. (d/b/a SOC Telemed) (SOC) is the largest national provider of telemedicine technology and solutions to hospitals, health systems, post-acute providers, physician networks, and value-based care organizations. Built on proven and scalable infrastructure as an enterprise-wide solution, SOC’s technology platform, Telemed IQ, rapidly deploys and seamlessly optimizes telemedicine programs across the continuum of care. SOC provides a supportive and dedicated partner presence, virtually delivering patient care through teleNeurology, telePsychiatry and teleICU as well as enabling healthcare organizations to build sustainable telemedicine programs in any clinical specialty. SOC enables organizations to enrich their care models and touch more lives by supplying healthcare teams with industry-leading solutions that drive improved clinical care, patient outcomes, and organizational health. SOC was the first provider of acute clinical telemedicine services to earn The Joint Commission’s Gold Seal of Approval and has maintained that accreditation every year since inception. SOC is backed by Warburg Pincus.

Healthcare Merger Corp. (HCMC) is a public investment vehicle formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. HCMC’s securities are traded on the NASDAQ under ticker symbols HCCO, HCCOU, and HCCOW. HCMC raised $250 million of cash proceeds in an initial public offering in December 2019. HCMC is led by Chief Executive Officer Steve Shulman, President Charlie Ditkoff and Chief Financial Officer Dennis M. Conroy and is principally sponsored by Shulman Ventures LLC and MTS Health Partners, LP.

The Orrick team included Peter Lamb (Picture), Bill Hughes, Hari Raman, Jason Flaherty, Zac Padgett, Ken Marx, Michael Wiesner, Sara Gates, Jamie Kamen and James Jaconski.

Involved fees earner: Jason Flaherty – Orrick; Sara Gates – Orrick; Bill Hughes – Orrick; James Jaconski – Orrick; Jamie Kamen – Orrick; Peter Lamb – Orrick; Kenneth Marx – Orrick; Zac Padgett – Orrick; Hari Raman – Orrick; Michael Wiesner – Orrick;

Law Firms: Orrick;

Clients: Soc Telemed;

Author: Ambrogio Visconti