Hooper Holmes, Inc. (OTCMKTS:HPHW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Credit Agreement
On May 11, 2017, in connection with the closing of the Merger (as
defined below), Hooper Holmes, Inc., a New York corporation (the
Company) entered into an Amended and Restated Credit Agreement (the
AR Credit Agreement) with SWK Funding LLC (SWK), the Companys
current term lender, and the other parties thereto. The AR Credit
Agreement increases the Companys term loan balance from $3.7
million to $6.5 million (the Term Loan), with an interest rate
currently equal to LIBOR plus 12.5%, which is a reduction of 150
basis points from the Companys current term facility. The AR Credit
Agreement also includes a $2.0 million seasonal revolving credit
facility (the Seasonal Facility), which is guaranteed by Century
Focused Fund III, LP (Century).
defined below), Hooper Holmes, Inc., a New York corporation (the
Company) entered into an Amended and Restated Credit Agreement (the
AR Credit Agreement) with SWK Funding LLC (SWK), the Companys
current term lender, and the other parties thereto. The AR Credit
Agreement increases the Companys term loan balance from $3.7
million to $6.5 million (the Term Loan), with an interest rate
currently equal to LIBOR plus 12.5%, which is a reduction of 150
basis points from the Companys current term facility. The AR Credit
Agreement also includes a $2.0 million seasonal revolving credit
facility (the Seasonal Facility), which is guaranteed by Century
Focused Fund III, LP (Century).
The AR Credit Agreement has a term of four (4) years, expiring on
May 11, 2021. The Company is obligated to make quarterly
revenue-based payments beginning in the third quarter of 2017,
which will apply toward accrued but unpaid interest and other fees,
costs and expenses as set forth in the AR Credit Agreement.
Principal repayments will start in the first quarter of 2019.
May 11, 2021. The Company is obligated to make quarterly
revenue-based payments beginning in the third quarter of 2017,
which will apply toward accrued but unpaid interest and other fees,
costs and expenses as set forth in the AR Credit Agreement.
Principal repayments will start in the first quarter of 2019.
>>In connection with the AR Credit Agreement, the Company
paid to SWK a $97,500 origination fee. The Company is obligated to
pay an exit fee and an unused line fee as described in the AR
Credit Agreement.
paid to SWK a $97,500 origination fee. The Company is obligated to
pay an exit fee and an unused line fee as described in the AR
Credit Agreement.
The AR Credit Agreement contains customary representations and
warranties and various affirmative and negative covenants including
minimum aggregate revenue, EBITDA, and consolidated unencumbered
liquid assets requirements. In connection with the execution of the
AR Credit Agreement, SWK has waived the Companys non-compliance
with certain covenants under the prior term loan agreement with
respect to the period ended March 31, 2017. The revised covenants
set forth in the AR Credit Agreement supersede the covenants set
forth in the prior term loan agreement between the Company and SWK.
warranties and various affirmative and negative covenants including
minimum aggregate revenue, EBITDA, and consolidated unencumbered
liquid assets requirements. In connection with the execution of the
AR Credit Agreement, SWK has waived the Companys non-compliance
with certain covenants under the prior term loan agreement with
respect to the period ended March 31, 2017. The revised covenants
set forth in the AR Credit Agreement supersede the covenants set
forth in the prior term loan agreement between the Company and SWK.
Borrowings under the AR Credit Agreement are secured by a security
interest in all existing and after-acquired property of the Company
and its subsidiaries, including Provant Health Solutions, LLC (the
Companys newly acquired subsidiary to the Merger), including, but
not limited to, its receivables (which are subject to a lockbox
account arrangement), inventory and equipment.
interest in all existing and after-acquired property of the Company
and its subsidiaries, including Provant Health Solutions, LLC (the
Companys newly acquired subsidiary to the Merger), including, but
not limited to, its receivables (which are subject to a lockbox
account arrangement), inventory and equipment.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the AR Credit Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and which is incorporated herein by reference.
qualified in its entirety by reference to the AR Credit Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and which is incorporated herein by reference.
SWK Second Amended and Restated Closing Date Warrant
On May 11, 2017, in connection with the execution of the AR Credit
Agreement, the Company issued to SWK a Second Amended and Restated
Closing Date Warrant (the AR Warrant) to replace its existing
warrant to purchase 543,479 shares of the Companys common stock,
par value $0.04 per share (Common Stock). Upon exercise of the AR
Warrant, the Company is obligated to issue to SWK a number of
shares of Common Stock equal to 543,479 plus (a) 10% of the Term
Loan balance divided by (b) 105% of the average price at which the
SWK Requirement Shares (as defined below) are issued (the AR
Warrant Shares). By way of example, if the balance of the Term Loan
were $6.5 million and the SWK Requirement Shares were issued at an
average price of $0.80 per share, making the strike price for these
warrants $0.84 per share and the number of AR Warrant Shares to be
issued would be 773,810 in relation to the Term Loan plus the
existing 543,479 for a total of 1,317,289.
Agreement, the Company issued to SWK a Second Amended and Restated
Closing Date Warrant (the AR Warrant) to replace its existing
warrant to purchase 543,479 shares of the Companys common stock,
par value $0.04 per share (Common Stock). Upon exercise of the AR
Warrant, the Company is obligated to issue to SWK a number of
shares of Common Stock equal to 543,479 plus (a) 10% of the Term
Loan balance divided by (b) 105% of the average price at which the
SWK Requirement Shares (as defined below) are issued (the AR
Warrant Shares). By way of example, if the balance of the Term Loan
were $6.5 million and the SWK Requirement Shares were issued at an
average price of $0.80 per share, making the strike price for these
warrants $0.84 per share and the number of AR Warrant Shares to be
issued would be 773,810 in relation to the Term Loan plus the
existing 543,479 for a total of 1,317,289.
The AR Warrant is being issued by the Company in reliance on an
exemption from registration to Section 4(a)(2) of the Securities
Act of 1933, as amended (the Securities Act), and Rule 506
thereunder.
exemption from registration to Section 4(a)(2) of the Securities
Act of 1933, as amended (the Securities Act), and Rule 506
thereunder.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the AR Warrant, which is
filed as Exhibit 4.1 to this Current Report on Form 8-K and which
is incorporated herein by reference.
qualified in its entirety by reference to the AR Warrant, which is
filed as Exhibit 4.1 to this Current Report on Form 8-K and which
is incorporated herein by reference.
Century Guaranty
On May 11, 2017, in exchange for Centurys guarantee of the Seasonal
Facility to a Limited Guaranty Agreement dated May 11, 2017, among
Century, SWK and the Company (the Century Guaranty), the Company
issued to WH-HH Blocker, Inc., a subsidiary of Century (WH-HH
Blocker), a Common Stock Purchase Warrant to purchase 326,052
shares of Common Stock, with a strike price of $0.6134 per share
(the 10% Warrant). If the guarantee is called, the Company would
issue to WH-HH Blocker an additional Common Stock Purchase Warrant
to purchase 2,934,468 shares of Common Stock, with a strike price
of $0.6134 per share (the 90% Contingent Warrant). The 10% Warrant
and the 90% Contingent Warrant will be exercisable for seven years
and will each have a strike price equal to the average trading
price used to determine the number of shares subject to such
warrant. The 10% Warrant will not be exercisable during the first
year after closing of the Merger.
Facility to a Limited Guaranty Agreement dated May 11, 2017, among
Century, SWK and the Company (the Century Guaranty), the Company
issued to WH-HH Blocker, Inc., a subsidiary of Century (WH-HH
Blocker), a Common Stock Purchase Warrant to purchase 326,052
shares of Common Stock, with a strike price of $0.6134 per share
(the 10% Warrant). If the guarantee is called, the Company would
issue to WH-HH Blocker an additional Common Stock Purchase Warrant
to purchase 2,934,468 shares of Common Stock, with a strike price
of $0.6134 per share (the 90% Contingent Warrant). The 10% Warrant
and the 90% Contingent Warrant will be exercisable for seven years
and will each have a strike price equal to the average trading
price used to determine the number of shares subject to such
warrant. The 10% Warrant will not be exercisable during the first
year after closing of the Merger.
The 10% Warrant is being issued by the Company in reliance on an
exemption from registration to Section 4(a)(2) of the Securities
Act, and Rule 506 thereunder.
exemption from registration to Section 4(a)(2) of the Securities
Act, and Rule 506 thereunder.
to a Credit Agreement Side Letter between the Company and Century
executed on May 11, 2017 (the Side Letter), the Company is also
obligated, if it fails to pay the amount outstanding under the
Seasonal Facility by November 1 each year, to pay interest to
Century at an annual rate of 25% on the outstanding balance from
November 1 until the outstanding balance under the Seasonal
Facility is paid in full to SWK.
executed on May 11, 2017 (the Side Letter), the Company is also
obligated, if it fails to pay the amount outstanding under the
Seasonal Facility by November 1 each year, to pay interest to
Century at an annual rate of 25% on the outstanding balance from
November 1 until the outstanding balance under the Seasonal
Facility is paid in full to SWK.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Century Guaranty, the
10% Warrant and the Side Letter, which are attached as Exhibits
10.2, 4.2 and 10.3 to this Current Report on Form 8-K and which are
incorporated herein by reference.
qualified in its entirety by reference to the Century Guaranty, the
10% Warrant and the Side Letter, which are attached as Exhibits
10.2, 4.2 and 10.3 to this Current Report on Form 8-K and which are
incorporated herein by reference.
Omnibus Joinder to Loan Documents and Third Amendment to Credit and
Security Agreement
Security Agreement
On May 11, 2017, in connection with the closing of the Merger, the
Company entered into an Omnibus Joinder to Loan Documents and Third
Amendment to Credit and Security Agreement (the Third Amendment),
with SCM Specialty Finance Opportunities Fund, L.P. (SCM), the
Companys current revolving credit facility lender, and the other
parties thereto. The Third Amendment amends the terms and
conditions of that certain Credit and Security Agreement, dated as
of April 29, 2016, as previously amended on August 15, 2016 and
November 15, 2016 (as amended, the Credit and Security Agreement),
by expanding the Company’s revolving credit facility with SCM from
$7.0 million to $10.0 million with an accordion to $15.0 million
during high-volume months.
Company entered into an Omnibus Joinder to Loan Documents and Third
Amendment to Credit and Security Agreement (the Third Amendment),
with SCM Specialty Finance Opportunities Fund, L.P. (SCM), the
Companys current revolving credit facility lender, and the other
parties thereto. The Third Amendment amends the terms and
conditions of that certain Credit and Security Agreement, dated as
of April 29, 2016, as previously amended on August 15, 2016 and
November 15, 2016 (as amended, the Credit and Security Agreement),
by expanding the Company’s revolving credit facility with SCM from
$7.0 million to $10.0 million with an accordion to $15.0 million
during high-volume months.
In connection with the execution of the Third Amendment, SCM has
waived the Companys non-compliance with certain covenants under the
Credit and Security Agreement with respect to the period ended
March 31, 2017. The revised covenants set forth in the Third
Amendment supersede the covenants set forth in the Credit and
Security Agreement as described in the Third Amendment. Except as
amended by the Third Amendment, the terms of the Credit and
Security remain in full force and effect, including customary
representations and warranties and various affirmative and negative
covenants.
waived the Companys non-compliance with certain covenants under the
Credit and Security Agreement with respect to the period ended
March 31, 2017. The revised covenants set forth in the Third
Amendment supersede the covenants set forth in the Credit and
Security Agreement as described in the Third Amendment. Except as
amended by the Third Amendment, the terms of the Credit and
Security remain in full force and effect, including customary
representations and warranties and various affirmative and negative
covenants.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Omnibus Joinder to
Loan Documents and Third Amendment to Credit and Security Agreement
dated May 11, 2017, among the Company, SCM and the other parties
thereto, which is filed as Exhibit 10.4 to this Current Report on
Form 8-K and which is incorporated herein by reference.
qualified in its entirety by reference to the Omnibus Joinder to
Loan Documents and Third Amendment to Credit and Security Agreement
dated May 11, 2017, among the Company, SCM and the other parties
thereto, which is filed as Exhibit 10.4 to this Current Report on
Form 8-K and which is incorporated herein by reference.
Securities Purchase Agreement and Common Stock Purchase Warrant
As disclosed in a Current Report on Form 8-K filed on March 8,
2017, as a condition to increasing its term loan financing to the
Company at closing of the Merger, SWK is requiring the Company to
raise $3.5 million by issuing new shares of Common Stock (the SWK
Equity Requirement Shares) in exchange for cash within 90 days
following closing of the Merger. As previously reported, the
Company issued $1.37 million of the SWK Equity Requirement Shares
in a private offering.
2017, as a condition to increasing its term loan financing to the
Company at closing of the Merger, SWK is requiring the Company to
raise $3.5 million by issuing new shares of Common Stock (the SWK
Equity Requirement Shares) in exchange for cash within 90 days
following closing of the Merger. As previously reported, the
Company issued $1.37 million of the SWK Equity Requirement Shares
in a private offering.
On May 11, 2017, the Company issued an additional $1.85 million of
the SWK Equity Requirement Shares to WH-HH Holdings, LLC, an
affiliate of Century (WH-HH Holdings), and Ronald Aprahamian, chair
of the Companys board of directors, at a purchase price of $0.80
per share of Common Stock plus one-half warrant per share of Common
Stock with a strike price of $1.35 per warrant share. The
Securities Purchase Agreements (the Securities Purchase Agreements)
and Common Stock Purchase Warrants (the Common Stock Purchase
Warrant) for these issuances are attached to this report.
the SWK Equity Requirement Shares to WH-HH Holdings, LLC, an
affiliate of Century (WH-HH Holdings), and Ronald Aprahamian, chair
of the Companys board of directors, at a purchase price of $0.80
per share of Common Stock plus one-half warrant per share of Common
Stock with a strike price of $1.35 per warrant share. The
Securities Purchase Agreements (the Securities Purchase Agreements)
and Common Stock Purchase Warrants (the Common Stock Purchase
Warrant) for these issuances are attached to this report.
These shares and warrants are being issued by the Company in
reliance on an exemption from registration to Section 4(a)(2) of
the Securities Act and Rule 506 thereunder.
reliance on an exemption from registration to Section 4(a)(2) of
the Securities Act and Rule 506 thereunder.
Each Common Stock Purchase Warrant is exercisable beginning six (6)
months after the date of issuance and ending on the fourth
anniversary of the date of issuance. Each Common Stock Purchase
Warrant provides that the Company can call the warrants if the
closing price of its Common Stock equals or exceeds $2.70 per share
for ten consecutive trading days with a minimum trading volume of
100,000 shares per day, subject to certain additional conditions
set forth in the Common Stock Purchase Warrants. If the holder of a
Common Stock Purchase Warrant voluntarily exercises the warrant and
the Company files a registration statement for the resale of the
shares, the holder must pay the exercise price in cash. In all
other circumstances, the exercise price may be paid via the
cashless exercise method set forth in the Common Stock Purchase
Warrants.
months after the date of issuance and ending on the fourth
anniversary of the date of issuance. Each Common Stock Purchase
Warrant provides that the Company can call the warrants if the
closing price of its Common Stock equals or exceeds $2.70 per share
for ten consecutive trading days with a minimum trading volume of
100,000 shares per day, subject to certain additional conditions
set forth in the Common Stock Purchase Warrants. If the holder of a
Common Stock Purchase Warrant voluntarily exercises the warrant and
the Company files a registration statement for the resale of the
shares, the holder must pay the exercise price in cash. In all
other circumstances, the exercise price may be paid via the
cashless exercise method set forth in the Common Stock Purchase
Warrants.
Each Securities Purchase Agreement provides the purchaser with
piggyback registration rights to register and sell shares acquired
under the Securities Purchase Agreement if the Company were to
undertake a registered securities offering on Form S-1 or S-3 prior
to the time at which the purchasers shares may be resold under Rule
144 of the Securities Act. In addition, if the Company were to make
another private or public offering of Common Stock, preferred
securities, or securities convertible, exercisable, or exchangeable
for Common Stock at a price per share lower than $0.80, the
Securities Purchase Agreement would require the Company to issue
additional shares of Common Stock to the purchaser in a number
sufficient to cause the effective price per share paid by the
purchaser in the offering to be equal to the new offering price.
This full ratchet provision applies only to the shares, and not
warrants, issued under the Securities Purchase Agreement and lasts
for a period of 12 months following the date of the final closing
under the private offering (which date could be extended in certain
circumstances to a maximum of 36 months). The full ratchet
provision is limited, however, to 2,175 shares of Common Stock per
Unit (as such term is defined in the Stock Purchase Agreements).
piggyback registration rights to register and sell shares acquired
under the Securities Purchase Agreement if the Company were to
undertake a registered securities offering on Form S-1 or S-3 prior
to the time at which the purchasers shares may be resold under Rule
144 of the Securities Act. In addition, if the Company were to make
another private or public offering of Common Stock, preferred
securities, or securities convertible, exercisable, or exchangeable
for Common Stock at a price per share lower than $0.80, the
Securities Purchase Agreement would require the Company to issue
additional shares of Common Stock to the purchaser in a number
sufficient to cause the effective price per share paid by the
purchaser in the offering to be equal to the new offering price.
This full ratchet provision applies only to the shares, and not
warrants, issued under the Securities Purchase Agreement and lasts
for a period of 12 months following the date of the final closing
under the private offering (which date could be extended in certain
circumstances to a maximum of 36 months). The full ratchet
provision is limited, however, to 2,175 shares of Common Stock per
Unit (as such term is defined in the Stock Purchase Agreements).
Under the AR Credit agreement, the Company must sell the remaining
$280,000 of the SWK Equity Requirement Shares within 90 days after
closing of the Merger.
$280,000 of the SWK Equity Requirement Shares within 90 days after
closing of the Merger.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Securities Purchase
Agreements and Common Stock Purchase Warrants, which are filed as
Exhibits 10.5, 10.6, 4.3 and 4.4 to this Current Report on Form 8-K
and which are incorporated herein by reference.
qualified in its entirety by reference to the Securities Purchase
Agreements and Common Stock Purchase Warrants, which are filed as
Exhibits 10.5, 10.6, 4.3 and 4.4 to this Current Report on Form 8-K
and which are incorporated herein by reference.
Voting and Standstill Agreement
On May 11, 2017, in connection with the closing of the Merger, the
Company, Century and WH-HH Holdings entered into a Voting and
Standstill Agreement (the Voting and Standstill Agreement), which
provides that:
Company, Century and WH-HH Holdings entered into a Voting and
Standstill Agreement (the Voting and Standstill Agreement), which
provides that:
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the Board of Directors of the Company will consist of seven
(7) directors from the closing of the Merger until the earlier of (i) the annual meeting of the Companys shareholders to be held in 2018, and (ii) June 30, 2018; |
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Century and WH-HH Holdings will have the right to nominate
three directors of Hooper for election at the 2017 and 2018 annual meetings of Hoopers shareholders; |
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the directors of Hooper in office immediately prior to
closing of the Merger (except for Tom Watford) who continue in office after the Merger and any new directors nominated by such directors under the provisions of the Voting and Standstill Agreement (the Continuing Directors) will have the right to nominate three directors of the Company for election at the 2017 and 2018 annual meetings of the Companys shareholders; |
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Century and WH-HH Holdings, on the one hand, and the
Continuing Directors, on the other hand, will have the right to jointly nominate one director of the Company, who shall be Tom Watford unless he declines or fails to serve, for election at the 2017 and 2018 annual meetings of the Companys shareholders; |
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the Company will include such nominees in its proxy statement
for the 2017 and 2018 annual meetings of the Companys shareholders; |
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Century and WH-HH Holdings will vote all shares of Common
Stock that they own in favor of the foregoing nominees at the 2017 and 2018 annual meetings of the Companys shareholders; |
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Century and WH-HH Holdings and their affiliates will not
acquire any shares of the Common Stock, whether through open-market purchases, private purchases, or otherwise, except for acquisitions of newly issued shares of the Common Stock directly from the Company, that would cause Century or WH-HH Holdings or their affiliates to own more than fifty percent (50.0%) of the total number of shares of the Common Stock then outstanding until the earlier of the (i) the annual meeting of the Companys shareholders to be held in 2019, and (ii) June 30, 2019; and |
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Century and WH-HH Holdings will not take any action to
prevent the Company from raising any new equity from investors other than Century or WH-HH Holdings if the Companys board of directors so desires until the earlier of the (i) the annual meeting of the Companys shareholders to be held in 2019, and (ii) June 30, 2019; provided, however, that Century and WH-HH Holdings and their affiliates will have the opportunity to purchase its pro rata portion of such offering on the same terms and conditions of such offering. |
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Voting and Standstill
Agreement which is filed as Exhibit 10.7 to this Current Report on
Form 8-K and which is incorporated herein by reference.
qualified in its entirety by reference to the Voting and Standstill
Agreement which is filed as Exhibit 10.7 to this Current Report on
Form 8-K and which is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Closing of the Merger
As disclosed in a Current Report on Form 8-K filed on March 8,
2017, the Company, Piper Merger Corp., a New York corporation and a
wholly-owned subsidiary of the Company (Merger Sub), Provant Health
Solutions, LLC, a Rhode Island limited liability company (Provant)
and Wellness Holdings, LLC, a Delaware limited liability company
entered into an Agreement and Plan of Merger dated March 7, 2017,
as amended by the Waiver and Consent dated as of April 19, 2017 (as
amended, the Merger Agreement). On May 11, 2017, to the terms of
the Merger Agreement, Merger Sub was merged with and into Provant,
with Provant becoming a wholly-owned subsidiary of the Company and
the surviving corporation of the merger (the Merger).
2017, the Company, Piper Merger Corp., a New York corporation and a
wholly-owned subsidiary of the Company (Merger Sub), Provant Health
Solutions, LLC, a Rhode Island limited liability company (Provant)
and Wellness Holdings, LLC, a Delaware limited liability company
entered into an Agreement and Plan of Merger dated March 7, 2017,
as amended by the Waiver and Consent dated as of April 19, 2017 (as
amended, the Merger Agreement). On May 11, 2017, to the terms of
the Merger Agreement, Merger Sub was merged with and into Provant,
with Provant becoming a wholly-owned subsidiary of the Company and
the surviving corporation of the merger (the Merger).
Under the terms of the Merger Agreement, the Company issued
10,448,849 shares of Common Stock to WH-HH Holdings and certain
other former Provant equity holders as Merger consideration.
Immediately after the Merger, there were approximately 25.5 million
shares of Common Stock outstanding. Immediately after the Merger,
WH-HH Holdings owned approximately 49% of the outstanding Common
Stock, with the Companys shareholders immediately prior to the
Merger, owning approximately 51% of the outstanding Common Stock.
The issuance of the shares of Common Stock to WH-HH Holdings and
certain other former Provant equity holders was completed as a
private offering in reliance on an exemption from registration to
Section 4(a)(2) of the Securities Act and Rule 506 thereunder.
10,448,849 shares of Common Stock to WH-HH Holdings and certain
other former Provant equity holders as Merger consideration.
Immediately after the Merger, there were approximately 25.5 million
shares of Common Stock outstanding. Immediately after the Merger,
WH-HH Holdings owned approximately 49% of the outstanding Common
Stock, with the Companys shareholders immediately prior to the
Merger, owning approximately 51% of the outstanding Common Stock.
The issuance of the shares of Common Stock to WH-HH Holdings and
certain other former Provant equity holders was completed as a
private offering in reliance on an exemption from registration to
Section 4(a)(2) of the Securities Act and Rule 506 thereunder.
Century invested $2.5 million in Provant prior to the Merger in the
form of subordinated, convertible debt bearing interest at 8.25%.
Immediately prior to closing of the Merger, approximately $400,000
of the balance of the note converted to equity in Provant. Subject
to a net debt calculation in the Merger Agreement, which includes a
post-closing true-up, the remaining approximately $2.1 million will
remain outstanding as subordinated debt of Provant to Century to
the Subordinated Promissory Note dated May 11, 2017 (the
Subordinated Promissory Note).
form of subordinated, convertible debt bearing interest at 8.25%.
Immediately prior to closing of the Merger, approximately $400,000
of the balance of the note converted to equity in Provant. Subject
to a net debt calculation in the Merger Agreement, which includes a
post-closing true-up, the remaining approximately $2.1 million will
remain outstanding as subordinated debt of Provant to Century to
the Subordinated Promissory Note dated May 11, 2017 (the
Subordinated Promissory Note).
The Company is obligated to issue 560,000 shares of Common Stock to
Raymond James following the closing of the Merger.
Raymond James following the closing of the Merger.
The descriptions of the Merger, the Merger Agreement and the
Subordinated Promissory Note included herein are not complete and
are subject to and qualified in their entirety by reference to the
Merger Agreement and the Subordinated Promissory Note, copies of
which are attached as Exhibits 2.1, 2.2 and 10.8 hereto and are
incorporated herein by reference.
Subordinated Promissory Note included herein are not complete and
are subject to and qualified in their entirety by reference to the
Merger Agreement and the Subordinated Promissory Note, copies of
which are attached as Exhibits 2.1, 2.2 and 10.8 hereto and are
incorporated herein by reference.
Management and Governance
Following closing of the Merger, Henry Dubois and Steven Balthazor
will continue to serve as Chief Executive Officer and Chief
Financial Officer, respectively, of the Company. Provants Chief
Executive Officer, Heather Provino, will serve as Chief Strategy
Officer of the Company, and Mark Clermont, Provants President, will
serve as President and Chief Operating Officer of the Company.
will continue to serve as Chief Executive Officer and Chief
Financial Officer, respectively, of the Company. Provants Chief
Executive Officer, Heather Provino, will serve as Chief Strategy
Officer of the Company, and Mark Clermont, Provants President, will
serve as President and Chief Operating Officer of the Company.
Effective at closing of the Merger, two of the Companys directors,
Mark Emkjer and Gus Halas, resigned their seats on the board and
the board voted to increase the number of directors from six to
seven. to the terms of the Voting and Standstill Agreement, the
board appointed Frank Bazos, Jim Foreman and Paul Daoust, nominees
of WH-HH Holdings, to fill the vacancies. The newly appointed
directors will serve along with continuing directors Ronald V.
Aprahamian, Larry Ferguson, Henry E. Dubois and Thomas Watford.
Mark Emkjer and Gus Halas, resigned their seats on the board and
the board voted to increase the number of directors from six to
seven. to the terms of the Voting and Standstill Agreement, the
board appointed Frank Bazos, Jim Foreman and Paul Daoust, nominees
of WH-HH Holdings, to fill the vacancies. The newly appointed
directors will serve along with continuing directors Ronald V.
Aprahamian, Larry Ferguson, Henry E. Dubois and Thomas Watford.
The Company will have two major locations in Olathe, Kansas and
East Greenwich, Rhode Island.
East Greenwich, Rhode Island.
The Companys shares of common stock are quoted on the OTCQX tier of
the electronic quotation system operated by OTC Market under the
symbol HPHW.
the electronic quotation system operated by OTC Market under the
symbol HPHW.
On May 12, 2017, the Company issued a press release announcing the
completion of the Merger. A copy of the press release is attached
hereto as Exhibit 99.2 and incorporated by reference herein.
completion of the Merger. A copy of the press release is attached
hereto as Exhibit 99.2 and incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition.
On May 12, 2017, the Company issued a press release announcing its
preliminary operating results and financial condition for the
quarter ended March 31, 2017. A copy of the press release is
attached hereto as Exhibit 99.2, which is incorporated herein by
reference. The presentation discussed during the first quarter
investor call on May 12, 2017, is attached as Exhibit 99.1, which
is also incorporated herein by reference. The information furnished
in this section of the Current Report on Form 8-K and Exhibits
attached hereto shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act (the Exchange Act), or
otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
preliminary operating results and financial condition for the
quarter ended March 31, 2017. A copy of the press release is
attached hereto as Exhibit 99.2, which is incorporated herein by
reference. The presentation discussed during the first quarter
investor call on May 12, 2017, is attached as Exhibit 99.1, which
is also incorporated herein by reference. The information furnished
in this section of the Current Report on Form 8-K and Exhibits
attached hereto shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act (the Exchange Act), or
otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above under the headings SWK Amended and
Restated Closing Date Warrant, Century Guarantee and Securities
Purchase Agreement and Common Stock Purchase Warrant in Item 1.01
of this Current Report is hereby incorporated by reference into
this Item 3.02. The disclosure regarding the issuance of shares of
Common Stock in connection with the closing of the Merger set forth
in Item 2.01 is hereby incorporated by reference into this Item
3.02.
Restated Closing Date Warrant, Century Guarantee and Securities
Purchase Agreement and Common Stock Purchase Warrant in Item 1.01
of this Current Report is hereby incorporated by reference into
this Item 3.02. The disclosure regarding the issuance of shares of
Common Stock in connection with the closing of the Merger set forth
in Item 2.01 is hereby incorporated by reference into this Item
3.02.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Mark Clermont, age 50, Provants President, will serve as President
and Chief Operating Officer of the Company. Mr. Clermont has been
the President of Provant since 2015. Prior to becoming President of
Provant in 2015, Mark served in multiple executive roles at
UpToDate, Inc. a division of Wolters Kluwer, where he provided
global strategic and transformative leadership that enabled the
company to become the world-wide leader in point-of-care clinical
decision support, serving most recently as Chief Financial Officer.
Prior to joining UpToDate, Inc. in 2006, Mark held multiple
financial leadership roles at Mercer Global Investments, a division
of Marsh McLennan Companies, PFPC, Inc. (now BNY Mellon), and First
Data Corporation. Mark holds a Bachelor of Science degree in
Business Administration from the DAmore-McKim School of Business at
Northeastern University in Boston, MA.
and Chief Operating Officer of the Company. Mr. Clermont has been
the President of Provant since 2015. Prior to becoming President of
Provant in 2015, Mark served in multiple executive roles at
UpToDate, Inc. a division of Wolters Kluwer, where he provided
global strategic and transformative leadership that enabled the
company to become the world-wide leader in point-of-care clinical
decision support, serving most recently as Chief Financial Officer.
Prior to joining UpToDate, Inc. in 2006, Mark held multiple
financial leadership roles at Mercer Global Investments, a division
of Marsh McLennan Companies, PFPC, Inc. (now BNY Mellon), and First
Data Corporation. Mark holds a Bachelor of Science degree in
Business Administration from the DAmore-McKim School of Business at
Northeastern University in Boston, MA.
As described above under the heading Management and Governance in
Item 2.01, Frank Bazos, Jim Foreman and Paul Daoust were appointed
as directors on May 11, 2017. All three are expected to serve on
the Companys audit, compensation, and nominating and governance
committees. The new directors will participate in the compensation
awarded to all directors of the Company.
Item 2.01, Frank Bazos, Jim Foreman and Paul Daoust were appointed
as directors on May 11, 2017. All three are expected to serve on
the Companys audit, compensation, and nominating and governance
committees. The new directors will participate in the compensation
awarded to all directors of the Company.
On May 11, 2017, the Company issued stock option awards under the
2011 Omnibus Employee Incentive Plan (the 2011 Plan) to several
executives, including Henry Dubois, CEO, and Steven Balthazor, CFO.
In total, the awards provide options to purchase up to 2,075,000
shares of Common Stock at the closing price of the Common Stock on
May 10, 2017. One half of each executives options vest in equal
annual amounts over a period of four years. The other half of each
executives options are performance based and vest based on the
Companys achievement of synergy goals following the closing of the
Merger as set forth in the award agreements. All of awards are
conditioned upon
2011 Omnibus Employee Incentive Plan (the 2011 Plan) to several
executives, including Henry Dubois, CEO, and Steven Balthazor, CFO.
In total, the awards provide options to purchase up to 2,075,000
shares of Common Stock at the closing price of the Common Stock on
May 10, 2017. One half of each executives options vest in equal
annual amounts over a period of four years. The other half of each
executives options are performance based and vest based on the
Companys achievement of synergy goals following the closing of the
Merger as set forth in the award agreements. All of awards are
conditioned upon
approval by the Companys shareholders at the Companys next annual
meeting of an amendment to the 2011 Plan to increase the number of
shares of Common Stock available for issuance under the plan.
meeting of an amendment to the 2011 Plan to increase the number of
shares of Common Stock available for issuance under the plan.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the award agreements of
Mr. Dubois and Mr. Balthazor attached as Exhibits 10.9 and 10.10 to
this Current Report on Form 8-K and which are incorporated herein
by reference.
qualified in its entirety by reference to the award agreements of
Mr. Dubois and Mr. Balthazor attached as Exhibits 10.9 and 10.10 to
this Current Report on Form 8-K and which are incorporated herein
by reference.
Item 7.01. Regulation FD Disclosure.
The Company hosted a conference call to discuss the closing of the
Merger on May 12, 2017. The presentation used in the call is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Merger on May 12, 2017. The presentation used in the call is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
By filing the information in this Item 7.01 of this Current Report
on Form 8-K, the Company makes no admission as to the materiality
of any information in this report. The information contained herein
is intended to be considered in the context of the Companys filings
with the SEC and other public announcements that the Company makes,
by press release or otherwise, from time to time. The Company
undertakes no duty or obligation to publicly update or revise the
information contained in this report, although it may do so from
time to time as its management believes is appropriate. Any such
updating may be made through the filing of other reports or
documents with the SEC, through press releases or through other
public disclosure.
on Form 8-K, the Company makes no admission as to the materiality
of any information in this report. The information contained herein
is intended to be considered in the context of the Companys filings
with the SEC and other public announcements that the Company makes,
by press release or otherwise, from time to time. The Company
undertakes no duty or obligation to publicly update or revise the
information contained in this report, although it may do so from
time to time as its management believes is appropriate. Any such
updating may be made through the filing of other reports or
documents with the SEC, through press releases or through other
public disclosure.
Item 8.01. Other Events.
On May 12, 2017, the Company issued a press release announcing the
closing of the Merger and the transactions related thereto. The
Companys press release is attached hereto as Exhibit 99.2 to this
Current Report on Form 8-K and incorporated herein by reference.
closing of the Merger and the transactions related thereto. The
Companys press release is attached hereto as Exhibit 99.2 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|
(a)
|
Financial Statements of Business Acquired
|
The audited financial statements of Provant as of December 31, 2016
and 2015, and for the years ended December 31, 2016 and 2015 are
filed as Exhibit 99.3 to this Current Report on Form 8-K and are
incorporated herein by reference.
and 2015, and for the years ended December 31, 2016 and 2015 are
filed as Exhibit 99.3 to this Current Report on Form 8-K and are
incorporated herein by reference.
|
(b)
|
Pro Forma Financial Information
|
The unaudited pro forma financial information as of December 31,
2016, and for the year ended December 31, 2016 is filed as Exhibit
99.4 to this Current Report on Form 8-K.
2016, and for the year ended December 31, 2016 is filed as Exhibit
99.4 to this Current Report on Form 8-K.
|
(d)
|
>>Exhibits
|
The following exhibits are furnished as part of this report:
|
Exhibit No.
|
|
Description of Exhibit
|
||||
|
2.1
|
|
Agreement and Plan of Merger dated as of March 7, 2017,
by and among Hooper Holmes, Inc., Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC (incorporated by reference from the Companys Current Report on Form 8-K, Exhibit 2.1, filed with the SEC on March 8, 2017). |
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2.2
|
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Waiver and Consent dated as of April 19, 2017, by and
among Hooper Holmes, Inc., Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC (incorporated by reference from the Companys Current Report on Form 8-K, Exhibit 2.1, filed with the SEC on April 20, 2017). |
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|
4.1
|
|
Second Amended and Restated Closing Date Warrant dated
May 11, 2017, issued by Hooper Holmes, Inc. to SWK Funding LLC. |
|
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|
4.2
|
|
Common Stock Purchase Warrant dated May 11, 2017, issued
by Hooper Holmes, Inc. to WH-HH Blocker, Inc. |
|
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4.3
|
|
Common Stock Purchase Warrant dated May 11, 2017, issued
by Hooper Holmes, Inc. to WH-HH Holdings, LLC. |
|
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4.4
|
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Common Stock Purchase Warrant dated May 9, 2017, issued
by Hooper Holmes, Inc. to Ronald Aprahamian. |
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|
10.1
|
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Amended and Restated Credit Agreement dated May 11, 2017,
among Hooper Holmes, Inc., SWK Funding LLC and the other parties thereto. |
|
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10.2
|
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Limited Guarantee Agreement dated May 11, 2017, among SWK
Funding LLC, Century Focused Fund III, LP and Hooper Holmes, Inc. |
|
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|
10.3
|
|
Credit Agreement Side Letter dated May 11, 2017, between
Hooper Holmes, Inc. and Century Focused Fund III, LP. |
|
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|
10.4
|
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Omnibus Joinder to Loan Documents and Third Amendment to
Credit and Security Agreement dated May 11, 2017, among Hooper Holmes, Inc., SCM Specialty Finance Opportunities Fund, L.P. and the other parties thereto. |
|
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10.5
|
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Securities Purchase Agreement dated May 11, 2017, between
Hooper Holmes, Inc. and WH-HH Holdings, LLC. |
|
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10.6
|
|
Securities Purchase Agreement dated May 9, 2017, between
Hooper Holmes, Inc. and Ronald Aprahamian. |
|
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10.7
|
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Voting and Standstill Agreement dated May 11, 2017,
between Hooper Holmes, Inc. and Century Focused Fund III, LP (and joined by WH-HH Holdings, LLC). |
|
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10.8
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Subordinated Promissory Note dated May 11, 2017, made by
Provant Health Solutions, LLC in favor of Century Focused Fund III, LP. |
|
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10.9
|
|
Option Award Agreement dated May 11, 2017, between Hooper
Holmes, Inc. and Henry Dubois. |
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10.10
|
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Option Award Agreement dated May 11, 2017, between Hooper
Holmes, Inc. and Steven Balthazor. |
|
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23.1
|
|
Consent of RSM US LLP.
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|
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||
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99.1
|
|
Merger and Earnings Presentation dated May 12, 2017.
|
|
|
||
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99.2
|
|
Press Release announcing closing of the Merger and
related transactions and preliminary earnings dated May 12, 2017. |
|
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99.3
|
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Audited financial statements of Provant Health Solutions,
LLC as of December 31, 2016 and 2015, and for the years ended December 31, 2016 and 2015. |
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99.4
|
|
Unaudited pro forma financial information as of December
31, 2016, and for the year ended December 31, 2016. |
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About Hooper Holmes, Inc. (OTCMKTS:HPHW)
Hooper Holmes, Inc. is a provider of on-site screenings, laboratory testing, risk assessment and sample collection services to individuals as part of Health and Wellness programs offered through corporate and government employers, as well as to clinical research organizations. The Company, through its subsidiary Accountable Health Solutions, Inc., has various capabilities, including telephonic health coaching, wellness portals, data analytics and reporting services. The Company is engaged by organizations sponsoring such programs, including corporate and government employers, health plans, hospital systems, brokers and consultants, disease management organizations, third party administrators, clinical research organizations and academic institutions. The Company’s Health and Wellness operations performs health risk assessment and risk management services by organizing Health and Wellness events. Hooper Holmes, Inc. (OTCMKTS:HPHW) Recent Trading Information
Hooper Holmes, Inc. (OTCMKTS:HPHW) closed its last trading session up +0.100 at 0.730 with 64,183 shares trading hands.