FORT ACQU Item 1.01. Entry into a Material Definitive Agreement.
General
On
The Merger Agreement and Blocker Agreement
The Mergers
Pursuant to the Blocker Agreement, on the Closing Date and prior to the time
that the P3 Merger becomes effective (the "Effective Time"), Splitter (a member
of P3) will make a liquidating distribution of its units in P3 to its members,
which includes the Blockers (the "Blocker Reorganization"). Following the
Blocker Reorganization, the P3 Merger will be effected, pursuant to which P3
will merge into Merger Sub, with Merger Sub as the
Merger Consideration and Conversion of Securities
The merger consideration to be paid to the members of P3 (the "P3 Unitholders")
pursuant to the Merger Agreement will have an aggregate value of
The Cash Consideration and the Equity Consideration will be allocated among the
P3 Unitholders consistent with what each P3 Unitholder would receive if the Cash
Consideration and the Equity Consideration were distributed prior to the P3
Merger in accordance with P3's limited liability company agreement (the "P3 LLC
Agreement"), subject to certain requirements (such as no P3 Unitholder receiving
any fractional Surviving Company Common Units). Each P3 Unitholder has the
option, exercisable at least ten business days prior to the Closing Date, to
elect to receive additional Surviving Company Common Units (at the deemed
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At least five business days prior to the Closing Date, P3 will prepare and
deliver to Foresight (i) a schedule setting forth P3's good faith calculations
as to whether the net cash of Foresight and the
Pursuant to the Merger Agreement, on the Closing Date, all of the shares of Foresight's Class B Common Stock will be converted into shares of Foresight Class A Common Stock in accordance with the certificate of incorporation of Foresight, such that only shares of Foresight Class A Common Stock and newly-designated Class V Common Stock (defined below) are outstanding at the Closing.
Pursuant to the Merger Agreement, on the Closing Date and prior to the P3 Merger, Foresight will (i) amend and restate its certificate of incorporation substantially in the form attached as an exhibit to the Merger Agreement and (ii) amend and restate the bylaws of Foresight in the form attached as an exhibit to the Merger Agreement. Foresight's amended and restated certificate of incorporation will provide for, in addition to the Foresight Class A Common Stock, a class of stock which has voting rights but no economic rights ("Class V Common Stock"). The shares of Class V Common Stock will vote together with the shares of Foresight Class A Common Stock as a single class, with each share of Foresight Class A Common Stock and Class V Common Stock entitling the holder to one vote. The shares of Class V Common Stock will be "stapled" to the Surviving Company Common Units, with the holders of Surviving Company Common Units (other than Foresight) holding one share of Class V Common Stock for each Surviving Company Common Unit held.
Prior to the P3 Merger, Foresight will contribute (or cause to be contributed) to Merger Sub the PIPE Proceeds (as defined below) and the net funds in the trust account (after taking into account any redemptions of Foresight Class A Common Stock, but less the amount of cash necessary to fund the payments to the Blocker Owners pursuant to the Blocker Agreement), and Merger Sub will (i) issue to Foresight units of Merger Sub equal to the number of outstanding shares of Foresight Class A Common Stock and (ii) grant to Foresight warrants to acquire units of Merger Sub equal to the number of outstanding warrants to purchase Foresight Class A Common Stock.
Pursuant to the Merger Agreement, after the foregoing transactions, the P3
Merger will be effected, with (i) all of the membership interests of P3 being
converted into the right to receive a combination of Cash Consideration and
Equity Consideration, (ii) each outstanding unit of Merger Sub being converted
into one Surviving Company Common Unit, and (iii) the
As contemplated by the Merger Agreement, on the Closing Date and immediately after the P3 Merger, each P3 Unitholder that is an "accredited investor" will have the opportunity to subscribe for Class V Common Stock from Foresight for a subscription price equal to its par value (which subscription price will be offset against the Merger Consideration). Each subscribing P3 Unitholder will purchase shares of Class V Common Stock equal to the Surviving Company Common Units such P3 Unitholder receives in the P3 Merger.
Pursuant to the Blocker Agreement, Foresight will acquire 100% of the outstanding equity of each Blocker through the Blocker Mergers, and the applicable Blocker Owner will receive a number of shares of Foresight Class A Common Stock and cash equal to the number of Surviving Company Common Units and cash that the applicable Blocker would receive pursuant to the P3 Merger in the absence of any Consideration Election.
Pursuant to the Surviving Company LLC Agreement (as defined below), after the
closing of the Transactions, each member of the
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of Foresight that may be issued in connection with the Merger Agreement and the Subscription Agreements will be registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 2.1* Agreement and Plan of Merger, dated as ofMay 25, 2021 , by and among Foresight, Merger Sub and P3. 2.2* Transaction and Combination Agreement, dated as ofMay 25, 2021 , by and among Foresight, theMerger Corps , the Blockers, Splitter, and the Blocker Owners. 10.1 Sponsor Support Agreement, dated as ofMay 25, 2021 , by and among the FSG, FA, Foresight and P3. 10.2 Form of Subscription Agreement. * Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to theSEC upon its request.
Additional Information and Where to Find It
The proposed business combination will be submitted to stockholders of Foresight
for their consideration. Foresight intends to file the Proxy Statement with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act. This Current Report on Form 8-K does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any private offering of securities in connection with the business combination (the "Securities") will not be registered under the Securities Act, and will be offered as a private placement to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or institutional "accredited investors" (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither P3 nor Foresight is making an offer of the Securities in any state or jurisdiction where the offer is not permitted.
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Participants in Solicitation
Foresight, P3 and certain of their respective directors, executive officers and
other members of management and employees may, under
Cautionary Statement Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "estimate," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate," "believe,"
"seek," "target" or other 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
estimates and forecasts of financial and performance metrics and expectations
and timing related to potential benefits, terms and timing of the transaction.
These statements are based on various assumptions, whether or not identified in
this Current Report on Form 8-K, and on the current expectations of P3 and
Foresight's 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 P3 and Foresight. These forward-looking statements are
subject to a number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political and legal conditions; 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
Foresight or P3 is not obtained; failure to realize the anticipated benefits of
the proposed business combination; risks relating to the uncertainty of the
projected financial information with respect to P3; future global, regional or
local economic and market conditions; the development, effects and enforcement
of laws and regulations; P3's ability to manage future growth; P3's ability to
develop new products and solutions, bring them to market in a timely manner, and
make enhancements to its platform; the effects of competition on P3's future
business; the amount of redemption requests made by Foresight's public
stockholders; the ability of Foresight or the combined company to issue equity
or equity-linked securities in connection with the proposed business combination
or in the future; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries; and those factors
discussed in Foresight's Annual Report on Form 10-K for the year ended
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