eHealth, Inc. (NASDAQ:EHTH) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On January16, 2018, eHealth, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with Wealth, Health and Life Advisors, LLC (d/b/a GoMedigap), a Texas limited liability company (“GoMedigap”), WHL Advisors, Inc., a Texas Corporation (“WHL”), Qavah Ventures, LLC, a Texas limited liability company (together with WHL, the “Members”), Richard Cantu and Kevin Walbrick, and Kevin Walbrick as the exclusive member representative thereunder, to which the Company acquired all outstanding membership interests of GoMedigap (the “Acquisition”). The Acquisition was completed on January 22, 2018 to the Purchase Agreement.
On the terms and subject to the conditions set forth in the Purchase Agreement, (i)at the Closing of the Acquisition, the Members received consideration consisting of $15 million in cash, less purchase price adjustments of $171,250, and an aggregate of approximately 294,637 shares of Company common stock, par value $0.001 per share (“Company Common Stock”), subject to escrow adjustments, and (ii) if, as and when payable under the Purchase Agreement, the Members will be entitled to receive earnout payments (the “Earnout Consideration”) with an aggregate value equal to approximately $30 million, consisting of approximately $20 million in cash and an aggregate of approximately 589,275shares of Company Common Stock. The Earnout Consideration will become payable, subject to the terms and conditions of the Purchase Agreement, upon the final determination of the achievement of certain milestones in 2018 and 2019.
The purchase price is subject to customary adjustments following the closing, including a working capital adjustment to the extent such amount is greater or less than the estimated net working capital amount determined at Closing.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which was attached as an exhibit to the Company’s Current Report on Form 8-K dated January 16, 2018.
On January 16, 2018, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release was filed as an exhibit to the Company’s Current Report on Form 8-K dated January 16, 2018, and, to the extent relating to the closing of the Acquisition, is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(a) |
Financial statements of businesses acquired. |
As a result of acquiring GoMedigap, and based on the criteria in Rule 3-05 of Regulation S-X, the Company would ordinarily be required to file audited financial statements for GoMedigap as of and for the year ended December 31, 2017. However, because the Company believed that GoMedigap’s financial statements would not be material to the Company’s shareholders and would be of limited value to investors, the Company requested relief from the SEC from the requirement to provide historical audited financial statements of GoMedigap otherwise required by Rule 3-05 of Regulation S-X. In response to the waiver request, the SEC advised the Company that the Company could either file an audited statement of assets and liabilities assumed prepared on the basis of the allocation of the Company’s purchase price as of the acquisition date (the “Audited Statement”) in lieu of the full financial statements of GoMedigap or, alternatively, provide disclosure of all the information required by ASC 805-10-50-2 (the “ASC Disclosure”) in a subsequent event footnote in the Company’s Form 10-K as of and for the year ended December 31, 2017. The Company will provide the ASC Disclosure in the Company’s Form 10-K no later than 75 calendar days after the Company’s year-end or file the Audited Statement no later than 71 calendar days after the date this Current Report is required to be filed.
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(b) |
Pro forma financial information. |
As a result of acquiring GoMedigap, the Company would ordinarily be required to file pro forma financial information to Rule 11-01 of Regulation S-X in connection with the Acquisition. The Company will either provide the ASC Disclosure in a subsequent event footnote in the Company’s Form 10-K as of and for the year ended December 31, 2017 no later than 75 calendar days after the Company’s year-end or file the pro forma financial information no later than 71 calendar days after the date this Current Report is required to be filed.
About eHealth, Inc. (NASDAQ:EHTH)
eHealth, Inc. provides a private online source of health insurance for individuals, families and small businesses. The Company is the parent company of eHealthInsurance, a private health insurance exchange where individuals, families and small businesses can compare health insurance products from various insurers side-by-side, and purchase and enroll in coverage online through its Websites (www.eHealth.com, www.eHealthInsurance.com, www.eHealthMedicare.com, www.Medicare.com and www.PlanPrescriber.com) or telephonically through its customer care centers. The Company also offers various online and pharmacy-based tools to help seniors navigate Medicare health insurance options, choose the right plan, and enroll in plans online or telephonically. It markets the availability of individual and family, small business and ancillary health insurance plans of various insurance carriers through its e-commerce platforms (www.eHealth.com and www.eHealthInsurance.com).