Longview Acquisition Corp.’s $1.5 Billion Merger With Butterfly Network

Ropes & Gray advised Longview Acquisition Corp, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to Butterfly Network in the transaction.

Longview Acquisition Corp, an affiliate of Glenview Capital Management, completed its merger with Butterfly Network. The Pro Forma enterprise value of Butterfly Network is $1.5 billion, with the combined company expected to have an estimated $584 million in cash after closing. The transaction was announced on Nov. 20.

The transaction is expected to deliver up to $589 million of gross proceeds, including up to $414 million of cash held in Longview’s trust account (assuming no redemptions are effected). The transaction is further supported by a $175 millionPIPE at $10.00 per share, led by Eldridge, Fidelity Management & Research  Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises, the innovation, commercialization and venture capital arm of leading Pittsburgh-based health system UPMC, and Wellington Management.  The company is projected to have approximately $584 million in cash on the balance sheet after closing.

Butterfly Network is an innovative digital health company that is working to enable universal access to superior medical imaging. Founded by Dr. Jonathan Rothberg in 2011 and led by CEO Laurent Faracci, Butterfly has created the world’s first handheld, single-probe whole-body ultrasound system, Butterfly iQ, to make ultrasound technology more universally accessible and affordable.

Longview Acquisition Corp. is an affiliate of leading healthcare investment firm Glenview Capital Management, which is expected to own, along with its affiliates, 7.6% of the combined company’s outstanding shares at closing.

J.P. Morgan Securities LLC acted as financial advisor to Butterfly Network. UBS Investment Bank acted as financial advisor to Longview as well as the exclusive placement agent for the PIPE.

The Ropes & Gray team that represented Longview Acquisition Corp. was led by mergers & acquisitions partner Carl Marcellino (New York), and included securities partners Paul Tropp and Rachel Phillips (both of New York), mergers & acquisitions partner Regina Sam Penti, employment, executive compensation & benefits partner Loretta Richard, tax partner Elaine Murphy (all of Boston), and life sciences, regulatory & compliance partner Kellie Combs (Washington D.C.)., and mergers & acquisitions associates Victoria McGuire (New York) and Lisa Folkerth (Boston).

The Mintz team advising Butterfly Network was led by Managing Member of the Boston Office and Chair of the firm’s Corporate, Tax, Private Client & Immigration Division Michael Fantozzi, Member and Chair of the firm’s Israel Practice Ran Zioni, and Member John Condon.
Involved fees earner: John Condon – Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo; Michael Fantozzi – Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo; Ran Zioni – Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo; Kellie Combs – Ropes & Gray; Lisa Folkerth – Ropes & Gray; Carl Marcellino – Ropes & Gray; Victoria McGuire – Ropes & Gray; Elaine Murphy – Ropes & Gray; Rachel Phillips – Ropes & Gray; Loretta Richard – Ropes & Gray; Regina Sam Penti – Ropes & Gray; Paul Tropp – Ropes & Gray;

Law Firms: Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo; Ropes & Gray;

Clients: Longview Acquisition; Butterfly Network Inc;

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Author: Ambrogio Visconti