Bright Health Group Enters Agreement for Merger with NEA-affiliated Entities

On December 23, 2024, healthcare company Bright Health Group (NYSE:BHG) announced that it had entered into an Agreement and Plan of Merger with NH Holdings 2025, Inc., a Delaware corporation, along with NH Holdings Acquisition 2025, Inc., also a Delaware corporation and a wholly owned subsidiary of NH Holdings 2025, Inc. The merger involves NH Holdings Acquisition 2025, Inc. merging with Bright Health Group, with Bright Health Group surviving as a subsidiary of NH Holdings 2025, Inc. Both NH Holdings 2025, Inc. and NH Holdings Acquisition 2025, Inc. are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

As per the agreement, shareholders of Bright Health Group have entered into rollover agreements with NH Holdings 2025 SPV, L.P., a Delaware limited partnership, along with certain subsidiary entities. Shareholders have agreed to contribute their shares of common stock and/or preferred stock of Bright Health Group in exchange for limited partnership interests in NH Holdings 2025, Inc.

Under the terms of the Merger Agreement, each outstanding share of Bright Health Group’s Common Stock, other than certain specified shares, will be converted into a cash payment of $7.33 per share at the Effective Time, without interest and after withholding taxes. Shareholders with dissenting shares will receive payment based on the appraised value of their shares as defined by Delaware law.

The board of directors of Bright Health Group, upon the recommendation of a special committee composed entirely of independent directors, unanimously approved the Merger Agreement and has recommended that stockholders approve and adopt the merger. Upon completion of the merger, Bright Health Group’s Common Stock will be delisted from the New York Stock Exchange.

Equity awards held by employees will be treated in accordance with the Merger Agreement, with options and restricted stock units subject to various provisions based on exercise price and vesting conditions.

The Merger is subject to customary closing conditions, including shareholder approval, regulatory approvals, and other customary provisions. Bright Health Group has the option to consider alternative acquisition proposals during a specified period, after which it will be subject to restrictions on such activities.

Should the Merger Agreement be terminated under specific circumstances, Bright Health Group may be required to pay a termination fee to NH Holdings 2025, Inc., depending on the circumstances of termination.

The filing also provided detailed information regarding the transaction timeline, treatment of equity awards, conditions to the merger, and the go-shop/no-shop provisions. Bright Health Group’s Merger Agreement has been filed and is available for thorough examination on the SEC website alongside related materials in connection with the transaction.

By cooperating with the SEC, Bright Health Group aims to ensure transparency and provide investors with crucial insights into the development of this transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Bright Health Group’s 8K filing here.

Bright Health Group Company Profile

Bright Health Group, Inc, a healthcare company, provides health insurance policies in the United States. It operates in two segments, Bright HealthCare and Consumer Care. The Consumer Care segment delivers virtual and in-person clinical care services contracts through primary care clinics. It operates managed and affiliated risk-bearing clinics within its integrated care delivery system, which included embedded pharmacy, laboratory, radiology, and population health focused specialty services.