UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

  

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 18, 2020

 

DEERFIELD HEALTHCARE TECHNOLOGY

ACQUISITIONS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39391   85-0992224
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

 

780 Third Avenue, 37th Floor
New York, New York 10017

 

(Address of principal executive offices, including zip code)

 

(212) 551-1600

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

    Name of each exchange on
Title of each class   Trading Symbols    which registered
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant   DFHTU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   DFHT   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   DFHTW   The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

  ¨ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Business Combination Agreement

 

On December 18, 2020, Deerfield Healthcare Technology Acquisitions Corp., a Delaware corporation (“DFHT”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among DFHT, the entities listed in Annex I to the Business Combination Agreement (collectively, the “CareMax Group”), IMC Holdings, LLC, a Delaware limited liability company (“IMC Parent” and, together with the CareMax Group, each a “Seller” and any other party that subsequent to the date of the Business Combination Agreement executes a joinder in form and substance reasonably acceptable to DFHT, collectively, the “Sellers”), CareMax Medical Group, LLC, a Florida limited liability company (“CareMax”), IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC” and, together with CareMax, each a “Company” and collectively, the “Companies”), and Deerfield Partners, L.P. (“Deerfield Partners”) (solely for purposes of certain exclusivity and non redemption provisions). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” Capitalized terms used in this Current Report on Form 8-K (this “Current Report”) but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

 

The Business Combination

 

The Business Combination Agreement generally provides for (a) the sale and transfer of 100% of the equity interests in CareMax by the CareMax Group to DFHT, (the “CareMax Units”) and (b) the sale and transfer of 100% of the equity interests in IMC by IMC Parent to DFHT, (the “IMC Units”), as a result of which, upon consummation of the business combination, IMC and CareMax will become wholly-owned subsidiaries of DFHT. CareMax is a tech-enabled, value based senior care provider serving Medicare Advantage patients. IMC is a value based senior care provider that provides primary, specialty and ancillary services to Medicare, Medicaid and Commercial/ACA patients. Upon the closing of the Business Combination, it is expected that DFHT will be renamed CareMax, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol.

 

 

 

 

Consideration

 

Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by DFHT to the CareMax Group in exchange for the CareMax Units will be equal to:

 

(a) an amount in cash equal to $364,000,000, multiplied by 68%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at Closing; and

 

(b) a number of shares of DFHT Class A Common Stock, rounded down to the nearest whole number, equal to $364,000,000, multiplied by 32% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at Closing.

 

Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, the closing consideration payable by DFHT to IMC Parent in exchange for the IMC Units will be equal to:

 

(a) an amount equal to (A) the product of $250,000,000, multiplied by 45%, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at Closing; and

 

(b) a number of shares of DFHT Class A Common Stock, rounded down to the nearest whole number, equal to (A) $250,000,000, multiplied by 55% and divided by a reference price of $10, subject to pre-closing adjustments, including adjustments based on estimated cash, debt and working capital at Closing.

 

Earnout

 

Up to an additional 2,900,000 shares of DFHT Class A Common Stock (the “IMC Earnout Shares”) are payable after the Closing to IMC Parent if: (i) at any time during the 12-month period following the Closing Date (“First Earnout Period”) the volume weighted average trading price of DFHT Class A Common Stock equals or exceeds $12.50 on any 20 trading days in any 30-day trading period (the “$12.50 Share Price Trigger”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent, and (ii) at any time during the 24-month period following the Closing Date (the “Second Earnout Period”) the volume weighted average trading price of DFHT Class A Common Stock equals or exceeds $15.00 on any 20 trading days in any 30-day trading period (the “$15.00 Share Price Trigger” and together with the $12.50 Share Price Trigger, the “Share Price Triggers”), then 1,450,000 IMC Earnout Shares will be issued and paid to IMC Parent. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, DFHT shall issue and pay to IMC Parent 2,900,000 shares of DFHT Class A Common Stock in connection with the satisfaction of the $15.00 Share Price Trigger.

 

Up to an additional 3,500,000 shares of DFHT Class A Common Stock (the “CareMax Earnout Shares”) are payable after the Closing to the members of the CareMax Group if: (i) if during the First Earnout Period the volume weighted average trading price of DFHT Class A Common Stock equals or exceeds the $12.50 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the Care Max Group, and (ii) at any time during the Second Earnout Period the volume weighted average trading price of DFHT Class A Common Stock equals or exceeds the $15.00 Share Price Trigger, then 1,750,000 CareMax Earnout Shares will be issued and paid to the members of the CareMax Group. If the $12.50 Share Price Trigger is not satisfied but the $15.00 Share Price Trigger is satisfied, DFHT shall issue and pay to the members of the CareMax Group 3,500,000 shares of DFHT Class A Common Stock in connection with the satisfaction of the $15.00 Share Price Trigger.

 

The DFHT Class A Common Stock to be issued in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

 

 

 

 

Representations, Warranties and Covenants

 

The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto, including, among other things, covenants with respect to the conduct of the parties during the period from the execution of the Business Combination Agreement and the Closing. The representations and warranties made under the Business Combination Agreement do not survive after the Closing.

 

Conditions to Consummation of the Transactions

 

Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, including the approval of the DFHT’s stockholders in accordance with DFHT’s second amended and restated certificate of incorporation (“DFHT’s Current Charter”). It is a condition to the Closing under the Business Combination Agreement that at the Closing Date, after giving effect to (i) the redemptions each holder of DFHT Class A Common Stock is entitled to and (ii) the sale and issuance of DFHT Class A Common Stock pursuant to the Deerfield Subscription Agreements (defined below), the Subscription Agreements (defined below) and the sale and issuance of other securities of DFHT between the signing and Closing, the amount of cash available to DFHT in the aggregate, including amounts held in the Trust Account, shall be no less than $50,000,000.

 

In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (i) that all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws have expired or been terminated; (ii) that there has been no material adverse effect on the applicable Company Group (as defined in the Business Combination Agreement); and (iii) that DFHT shall not redeem DFHT Class A Common Stock in an amount that would cause DFHT to have net tangible assets of less than $5,000,001.

 

Termination

 

The Business Combination Agreement may be terminated pursuant to certain customary conditions at any time prior to the Closing, including if the transactions contemplated by the Business Combination Agreement have not been completed by August 6, 2021 (the “Outside Date”) and uncured material breach by a party. If the Business Combination Agreement is validly terminated, no party thereto will have any liability or any further obligation to any other party under the Business Combination Agreement, other than intentional breach of any of the provisions contained in the Business Combination Agreement.

 

Commitment Letter

 

In connection with the signing of the Business Combination Agreement, DFHT received a commitment letter, dated as of December 18, 2020, by and among DFHT and certain lending affiliates of Royal Bank of Canada (the “Commitment Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to syndicate and arrange senior secured credit facilities for the benefit of DFHT and certain of its subsidiaries for the purpose of funding the transactions contemplated by the Business Combination Agreement and other general corporate purposes.

 

A copy of the Business Combination Agreement will be filed by amendment on Form 8-K/A to this Current Report within 4 business days of the date hereof as Exhibit 2.1, and the foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in DFHT’s public disclosures.

 

 

 

 

Other Agreements

 

In connection with the Business Combination, the following additional agreements were also executed by DFHT:

 

Lock-up Agreement

 

In connection with the execution of the Business Combination Agreement, DFHT entered into a lock-up agreement, dated December 18, 2020 (the “Lock-up Agreement”), with DFHTA Sponsor LLC, Deerfield Partners, certain other shareholders of DFHT and the Sellers (collectively, the “Lock-up Holders”), pursuant to which, subject to certain exceptions and effective on the Closing Date, each of the Lock-up Holders have agreed to not transfer any shares of DFHT Class A Common Stock held by such Lock-up Holder until the earlier of (i) six, nine or twelve months (as applicable to shares of DFHT Class A Common Stock of the Lock-up Holder) after the date of the Closing, (ii) only with respect to certain shares of DFHT Class A Common Stock of the Lock-up Holders, the date on which, subsequent to the Business Combination, the VWAP of DFHT Class A Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing, and (iii) the date following the completion of the transactions contemplated by the Business Combination Agreement on which DFHT completes a Change in Control Transaction.

 

A copy of the Lock-up Agreement will be filed by amendment on Form 8-K/A to this Current Report within 4 business days of the date hereof as Exhibit 10.1, and the foregoing description of the Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference thereto.

 

Registration Rights Agreement

 

In connection with the execution of the Business Combination Agreement, DFHT, the Sellers, DFHTA Sponsor LLC, Deerfield Partners and the other parties thereto (collectively, the “Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amends and restates in its entirety the existing Registration Rights Agreement, dated July 16, 2020, by and between DFHT and the parties thereto. Pursuant to the terms of the Registration Rights Agreement, DFHT will be obligated to file a registration statement to register the resale of certain DFHT Class A Common Stock held by the Rights Holders. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders may demand at any time or from time to time, that DFHT file a registration statement on Form S-1 or Form S-3 to register certain shares of DFHT Class A Common Stock held by such Rights Holders. The Registration Rights Agreement will also provide the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

 

A copy of the Registration Rights Agreement will be filed by amendment on Form 8-K/A to this Current Report within 4 business days of the date hereof as Exhibit 10.2, and the foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference thereto.

 

Subscription Agreements

 

In connection with the execution of the Business Combination Agreement, DFHT entered into certain subscription agreements, each dated December 18, 2020 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 30,500,000 shares of DFHT Class A Common Stock (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $305,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The DFHT Class A Common Stock to be issued in connection with the Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

 

 

 

 

A form of the Subscription Agreements will be filed by amendment on Form 8-K/A to this Current Report within 4 business days of the date hereof as Exhibit 10.3, and the foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference thereto.

 

Deerfield Subscription Agreements

 

In connection with the execution of the Business Combination Agreement, DFHT entered into certain subscription agreements, each dated December 18, 2020 (the “Deerfield Subscription Agreements”), with each of Deerfield Partners and DFHTA Sponsor LLC, pursuant to which such investors have agreed to purchase an aggregate of 10,000,000 shares of DFHT Class A Common Stock (the “Deerfield Subscription”), for a purchase price of $10.00 per share, for an aggregate purchase price of $100,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the Business Combination. The obligations of each party to consummate the Deerfield Subscription are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The DFHT Class A Common Stock to be issued in connection with the Deerfield Subscription Agreements and the transactions contemplated thereby will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

 

A form of the Deerfield Subscription Agreements will be filed by amendment on Form 8-K/A to this Current Report within 4 business days of the date hereof as Exhibit 10.4, and the foregoing description of the Deerfield Subscription Agreements does not purport to be complete and is qualified in its entirety by reference thereto.

 

Consent and Waiver Letter

 

In connection with the execution of the Business Combination Agreement, DFHT, Deerfield Partners and DFHTA Sponsor LLC entered into a certain Consent and Waiver Letter (the “Consent and Waiver Letter”) pursuant to which, among other things, Deerfield Partners consented to the consummation of the Business Combination as required under that certain Letter Agreement, dated as of July 16, 2020 (the “July 16 Letter Agreement”), pursuant to which DFHT agreed not to consummate its initial Business Combination (as defined in the July 16 Letter Agreement) without the consent of Deerfield Partners. In the Consent and Waiver Letter, DFHTA Sponsor LLC, the holder of a majority of the outstanding DFHT Class B Common Stock, also waived, in accordance with DFHT’s Current Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of DFHT’s Current Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the Closing Date Equity Consideration, the issuance, if at all, of IMC Adjustment Equity or CareMax Adjustment Equity, the IMC Earnout Consideration, or CareMax Earnout Consideration, the PIPE Investment or the Deerfield PIPE, in each case, cause the Class B Common Stock to convert to Class A Common Stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement.

 

A copy of the Consent and Waiver Letter will be filed by amendment on Form 8-K/A to this Current Report within 4 business days of the date hereof as Exhibit 10.5, and the foregoing description of the Consent and Waiver Letter does not purport to be complete and is qualified in its entirety by reference thereto.

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure set forth above in Item 1.01 of this Current Report with respect to the issuance of shares of DFHT Class A Common Stock in connection with the transactions contemplated by the Business Combination is incorporated by reference herein. The shares of DFHT Class A Common Stock issuable in connection with the transactions contemplated by the Business Combination will not be registered under 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.

 

Item 7.01 Regulation FD Disclosure.

 

On December 18, 2020, DFHT issued a press release announcing that on December 18, 2020, it executed the Business Combination Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.

 

Furnished as Exhibit 99.2 hereto is the investor presentation that will be used by DFHT in connection with the Business Combination.

 

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Additional Information

 

In connection with the proposed Business Combination, DFHT intends to file with the SEC a preliminary proxy statement relating to the Business Combination. DFHT will mail a definitive proxy statement and other relevant documents to the stockholders of DFHT. Stockholders of DFHT and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and, when available, the definitive proxy statement, and any amendments thereto, in connection with DFHT’s solicitation of proxies for the special meeting to be held to approve the Business Combination because the proxy statement will contain important information about DFHT, CareMax, IMC and the Business Combination. The definitive proxy statement will be mailed to stockholders of DFHT as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Deerfield Healthcare Technology Acquisitions Corp., 780 Third Avenue, New York, NY 10017, Attention: Corporate Secretary, or by calling (212) 551-1600.

 

Participants in the Solicitation

 

DFHT, CareMax and IMC, and their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. Information about the directors and executive officers of DFHT is set forth in DFHT’s registration statement on Form S-1, which was initially filed with the SEC on June 30, 2020 and is available free of charge from the sources indicated above.

 

Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed Business Combination will be set forth in the preliminary and definitive proxy statement when filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

Non-Solicitation

 

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

 

 

 

 

Forward-Looking Statements

 

This Current Report includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and 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 projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, the expectation that the combined company’s Class A common stock will be listed on Nasdaq, and the anticipated closing date of the proposed Business Combination. These statements are based on various assumptions and on the current expectations of DFHT and CareMax management and IMC 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 DFHT, CareMax and IMC. These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which CareMax or IMC may become a party or governmental investigations to which CareMax or IMC may become subject that could interrupt or limit CareMax’s or IMC’s operations, result in adverse judgments, settlements or fines and create negative publicity; changes in CareMax’s or IMC’s clients’ preferences, prospects and the competitive conditions prevailing in the healthcare sector; 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 DFHT and/or the equity holders of CareMax or IMC for the proposed Business Combination is not obtained; failure to realize the anticipated benefits of the proposed Business Combination, including as a result of a delay in consummating the proposed Business Combination or a delay or difficulty in integrating the businesses of DFHT, CareMax and IMC; the amount of redemption requests made by DFHT’s stockholders; those factors discussed in DFHT’s registration statement on Form S-1, which was initially filed with the SEC on June 30, 2020, under the heading “Risk Factors,” and other documents of DFHT filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DFHT, CareMax nor IMC presently know or that DFHT, CareMax and IMC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DHT’s, CareMax’s and IMC’s expectations, plans or forecasts of future events and views as of the date of this Current Report. DFHT, CareMax and IMC anticipate that subsequent events and developments will cause DFHT’s, CareMax’s and IMC’s assessments to change. However, while DFHT, CareMax and IMC may elect to update these forward-looking statements at some point in the future, DFHT, CareMax and IMC specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DFHT’s, CareMax’s and IMC’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.
   

(d) Exhibits

     
Exhibit No.   Description
99.1   Press Release, dated December 18, 2020.
     
99.2   Investor Presentation.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 18, 2020

 

  Deerfield Healthcare Technology Acquisitions Corp.
     
  By: /s/ Christopher Wolfe
    Name: Christopher Wolfe
    Title:   Chief Financial Officer

  

 

 

 

Exhibit 99.1

 

For Immediate Release

 

Deerfield Healthcare Technology Acquisitions Corp. ANNOUNCES PROPOSED BUSINESS COMBINATION To Form CAREMAX

 

CareMax is a Technology-Enabled Provider of Value Based Primary Healthcare to Seniors

 

New York, NY and Miami, FL – December 18, 2020 – Deerfield Healthcare Technology Acquisitions Corp. ("DFHT") (NASDAQ: DFHT, DFHTW, DFHTU), a special purpose acquisition company sponsored by an affiliate of Deerfield Management Company, L.P. (“Deerfield”) and Richard Barasch, a veteran healthcare public company executive and investor, announced today that it has entered into a definitive agreement for a business combination with CareMax Medical Group, LLC (“CareMax Medical Centers”) and IMC Medical Group Holdings, LLC (“IMC Health”), technology-enabled providers of value-based care to seniors. Following the business combination, DFHT expects to be renamed CareMax, Inc. (“CareMax” or “the Company”) and will remain listed on the NASDAQ stock market under a new ticker symbol.

 

Upon closing, CareMax will operate 26 wholly owned medical centers in South and Central Florida, servicing approximately 16,000 Medicare Advantage members under value-based contracts, as well as 36,000 Managed Medicaid and Affordable Care Act patients. The Company expects to have partnerships with nineteen payors, including affiliates of Anthem, Humana, Florida Blue, United Healthcare, and Centene.

 

In addition, the Company will own the CareOptimize LLC (“CareOptimize”) technology platform employed by all of its owned centers as well as third party clients across the country. CareOptimize features proprietary point of care software that supports physicians with efficient medical utilization, enhanced risk management, pharmacy management, and specialist network development.

 

Seasoned Management Team

 

CareMax’s management team will be comprised of seasoned industry professionals, led by Chief Executive Officer Carlos de Solo. Bill Lamoreaux, currently CEO of IMC Health, will become Executive Vice President of CareMax.

 

Mr. de Solo founded CareMax Medical Centers in 2011 and has nurtured its growth to become an end to end senior care delivery system. Prior to joining IMC Health, Mr. Lamoreaux has held executive management positions at several national and regional health insurers.

 

 

 

 

Richard Barasch will remain Executive Chairman of the Company upon closing of the business combination. He was formerly Chairman and CEO of Universal American Corp., which was a pioneer in bringing value-based care and physician partnerships to Medicare Advantage beneficiaries. Mr. Barasch also serves as Chairman of AdaptHealth Corp. (Nasdaq: AHCO), which came public in 2019 via a business combination with DFB Healthcare Acquisitions Corp.

 

Consideration

 

The total consideration for CareMax Medical Center’s business, including Care Optimize, will be approximately $364 million and, net of debt, the current equity holders will receive 68% in cash and 32% in shares of common stock. The equity holders of CareMax Medical Centers are primarily the founders and executives of the company.

 

The total consideration to IMC Health equity holders will be $250 million and, net of debt, the current IMC Health equity holders will receive 45% in cash and 55% in shares of common stock. The equity holders of IMC Health include Comvest Partners, a private equity firm located in West Palm Beach, Florida, and Athyrium Capital Management, a private equity firm located in New York, NY.

 

In addition, current equity holders of CareMax Medical Centers and IMC Health will be entitled to receive an additional earn out payment of up to 6.4 million shares of CareMax common stock, with 50% of those shares vesting if the stock of the Company trades at or above $12.50 during in first 12 months after closing and the balance of the unvested shares vesting if the stock of the Company trades at or above $15.00 during the first 24 months after closing on a volume weighted average price basis for any 20 of 30 trading days for both periods.

 

Financing

 

In addition to the approximately $144 million held in the DFHT Trust Account, premier healthcare investors, including Deerfield, Fidelity Management & Research, LLC, Eminence Capital, LP, funds and accounts managed by BlackRock, and Maverick, have committed to purchase over $400 million of shares of common stock of the Company at $10.00 per share through a private placement in public entity (a “PIPE”). In addition, RBC Capital Markets, LLC has provided committed debt financing in connection with the business combination.

 

Assuming no redemptions of DFHT public shares, the current owners of CareMax Medical Centers and IMC Health will collectively own 27%, Deerfield will own approximately 18%, other DFHT stockholders (including other PIPE investors) will own 51%, DFHT’s sponsor will own 4% respectively of the issued and outstanding shares of common stock of CareMax immediately following the closing.

 

 

 

 

DFHT estimates that, assuming no redemptions of DFHT shares, the Company will have an initial market capitalization of approximately $800 million, with approximately $233 million of cash on the balance sheet. The Company expects to use this capital to accelerate its acquisition program and invest in de novo centers.

 

The combined Company’s total Pro Forma enterprise value of approximately $692 million at closing represents: i) 1.7x FY21(E) revenue and 13.2x FY21(E) Pro Forma Adjusted EBITDA (including synergies and excluding acquisitions); ii) 1.3x FY21(E) revenue and 10.4x FY21(E) Pro Forma Adjusted EBITDA (including the full year effect of acquisitions).

 

Please refer to the investor presentation furnished with DFHT’s Current Report on Form 8-K for details on the pro-forma financials of the Company and its Non-GAAP Financial Measures.

 

Delivering “Whole Person” Health Care

 

CareMax’s 26 medical centers offer 24/7 access to care and provide a comprehensive suite of high-touch health care and social services to its patients, including primary care, specialty care, telemedicine, health & wellness, optometry, dental, and transportation. CareMax’s differentiated healthcare delivery model, focused on care coordination with vertically integrated ambulatory care and community-centric services, ensures that members receive the right care at the right time in the most efficient setting. The goal of CareMax is to intercede as early as possible to manage chronic conditions for its patients in a proactive, holistic, and tailored manner. This intervention has a significant positive influence on patient outcomes and overall healthcare costs.

 

This comprehensive, high touch approach to health care delivery, powered by the Care Optimize technology platform, has proven to reduce hospital admissions, ER visits, and readmission rates when compared to Medicare’s Fee for Service (FFS) benchmarks, and improve patient outcomes and satisfaction.  

 

The Company specifically focuses on providing access to high quality care in underserved communities, with approximately 64% of its Medicare Advantage patients being dual-eligible and low-income subsidy eligible.

 

The Company’s strong regional presence in South Florida is complemented by its national reach through CareOptimize software and services offerings. The operating and technology platform, used by 20,000 providers, improves patient outcomes, drives accountability, and lowers healthcare spending through the delivery and support of customized care with a focus on preventative chronic disease management and the social determinants of health.

 

 

 

 

“CareMax plays a significant role in the lives of our members by providing accessible, quality medical care and comprehensive social activities and services,” said Mr. de Solo. “Seniors represent the most significant opportunity to lower the national healthcare spend, and we believe that CareMax possesses the technology, knowledge and know-how to continue to bend this cost curve. We are very excited about the prospects of combining with DFHT and look forward to this next, exciting phase of our growth.”

 

“Value-based care, built upon the premise of providing extensive primary care, is recognized as an effective way to lower healthcare costs and improve patient outcomes in Medicare Advantage, especially for dual eligible beneficiaries and those with chronic conditions. We believe that CareMax operates a best-in-class delivery model supported by a highly scalable technology backbone,” said Mr. Barasch. “We believe this business combination will create a well-capitalized platform, well-positioned to expand organically, through accretive M&A activity and through strategic partnerships with payors.”

 

“We are excited to invest and partner with DFHT as part of the combination of these two best-in-class, value-based primary care organizations.  Primary care has always been the gatekeeper for most healthcare spend, and we believe this model represents the best way to improve quality outcomes and manage costs across the healthcare continuum,”, said Roger Marrero, Senior Partner of Comvest Partners.  

 

Growth

 

CareMax will pursue a strategy of organic growth and selected acquisitions in a highly fragmented industry. The Company forecasts organic revenue growth of 15% from Pro Forma CY2020(E) through CY2023(E), which could increase substantially if the Company executes on acquisitions.

 

CareMax will also pursue strategic partnerships to build de novo clinics to serve Medicare Advantage members in and out of Florida. We are pleased to announce that CareMax and Anthem will be expanding their current relationship with plans to open new senior care centers in the eastern region of the United States. Details will be announced at a later date as these plans are formalized.

 

 

 

 

The business combination, which has been approved by the board of directors of DFHT and the governing bodies of CareMax Medical Centers and IMC Health, is expected to close in the first quarter of 2021, subject to customary conditions, including the approval by DFHT stockholders.

 

A more detailed description of the transaction terms and a copy of the business combination agreement will be included in a current report on Form 8-K to be filed by DFHT with the United States Securities & Exchange Commission (“SEC”). DFHT will file a proxy statement with the SEC in connection with the transaction.

 

Deutsche Bank Securities Inc. and UBS Investment Bank are acting as financial advisors and capital markets advisors to DFHT. Morgan Stanley & Co. LLC is acting as financial advisor to CareMax Medical Centers and Piper Sandler is acting as financial advisor to IMC Health. White & Case LLP and Polsinelli PC are acting as legal advisors to DFHT, DLA Piper LLP (US) is acting as legal advisor to CareMax Medical Centers, McDermott Will & Emery LLP is acting as legal advisor to IMC Health and Katten Muchin Rosenman LLP is acting as legal advisor to Deerfield.

 

Management Presentation Information

 

The management of CareMax and DFHT will make a presentation via webcast regarding the business combination on December 18, 2020 at 12 pm EST. In connection with this event, DFHT will furnish an investor presentation in a current report on Form 8-K to be filed by DFHT with the United States Securities & Exchange Commission (“SEC”).

 

Please dial 877-407-9753 or 201-493-6739 or https://78449.themediaframe.com/dataconf/productusers/drf/mediaframe/42589/indexl.html

 

A replay of the event may be accessed by dialing 877-660-6853 or 201-612-7415 and using Conference ID #13714399.

 

About CareMax Inc.

 

CareMax, comprised of the existing CareMax Medical Centers, IMC Health, and CareOptimize, is a technology-enabled care platform providing value-based care and chronic disease management to Seniors. Collectively, the Company operates 26 wholly owned medical centers that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools/workflows for physicians across the United States.

 

 

 

 

About Deerfield Healthcare Technology Acquisitions Corp.

 

Deerfield Healthcare Technology Acquisitions Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s sponsor is an affiliate of Deerfield Management Company, L.P., an investment firm focused exclusively on the healthcare industry, and Richard Barasch, a veteran healthcare public company executive and investor.

 

About Deerfield

 

Deerfield is an investment management firm committed to advancing healthcare through investment, information and philanthropy. For more information, please visit www.deerfield.com

 

Important Information and Where to Find It

 

In connection with the proposed business combination, DFHT intends to file with the SEC a preliminary proxy statement relating to the business combination. DFHT will mail a definitive proxy statement and other relevant documents to the stockholders of DFHT. Stockholders of DFHT and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and, when available, the definitive proxy statement and any amendments thereto in connection with DFHT’s solicitation of proxies for the special meeting to be held to approve the business combination because these proxy statements will contain important information about DFHT, CareMax Medical Centers, IMC Health and the business combination. The definitive proxy statement will be mailed to stockholders of DFHT as of a record date to be established for voting on the business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Deerfield Healthcare Technology Acquisitions Corp., 780 Third Avenue, New York, NY 10017, Attention: Secretary, or by calling (212) 551-1600.

 

Participants in the Solicitation

 

DFHT, CareMax Medical Centers and IMC Health, and their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the proposed business combination under the rules of the SEC. Information about the directors and executive officers of DFHT is set forth in DFHT’s registration statement on Form S-1, which was initially filed with the SEC on June 30, 2020 and is available free of charge from the sources indicated above.

 

Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed business combination will be set forth in the preliminary and definitive proxy statement when filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

 

 

 

Non-Solicitation

 

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

Forward-Looking Statements

 

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and 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 projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, the expectation that the Company’s common stock will be listed on Nasdaq, and the anticipated closing date of the proposed business combination. These statements are based on various assumptions and on the current expectations of DFHT, CareMax Medical Centers and IMC Health 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 DFHT, CareMax Medical Centers and IMC Health. These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which CareMax Medical Centers or IMC Health may become a party or governmental investigations to which CareMax Medical Centers or IMC Health may become subject that could interrupt or limit CareMax Medical Centers’ or IMC Health’s operations, result in adverse judgments, settlements or fines and create negative publicity; changes in CareMax Medical Centers’ or IMC Health’s clients’ preferences, prospects and the competitive conditions prevailing in the healthcare sector; 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 DFHT and/or the equity holders of CareMax Medical Centers or IMC Health for the proposed business combination is not obtained; failure to realize the anticipated benefits of the proposed business combination, including as a result of a delay in consummating the proposed business combination or a delay or difficulty in integrating the businesses of DFHT, CareMax Medical Centers and IMC Health; the amount of redemption requests made by DFHT’s stockholders; those factors discussed in DFHT’s registration statement on Form S-1, which was initially filed with the SEC on June 30, 2020, under the heading “Risk Factors,” and other documents of DFHT filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DFHT, CareMax Medical Centers nor IMC Health presently know or that DFHT, CareMax and IMC Health currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DFHT’s, CareMax Medical Centers’ and IMC Health’s expectations, plans or forecasts of future events and views as of the date of this press release. DFHT, CareMax Medical Centers and IMC Health anticipate that subsequent events and developments will cause DFHT’s, CareMax’s Medical Centers’ and IMC Health’s assessments to change. DFHT, CareMax Medical Centers and IMC Health or CareOptimize do not undertake any obligation to update any of these forward-looking statements. These forward-looking statements should not be relied upon as representing DFHT’s, CareMax Medical Centers’ and IMC Health’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 

 

 

Non-GAAP Financial Measures

 

The financial information and data contained in this press release is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or registration statement to be filed by DFHT, CareMax Medical Centers, IMC Health or CareOptimize with the SEC. Some of the financial information and data contained in this press release, such as adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). A reconciliation of certain of these non-GAAP financial measures to their most comparable GAAP measure is set forth in a table in the investor presentation.

 

DFHT, CareMax Medical Centers, IMC Health and CareOptimize believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to CareMax’s financial condition and results of operations. DFHT, CareMax Medical Centers, IMC Health and CareOptimize believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing CareMax’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management of CareMax does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in CareMax Medical Centers’ financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review CareMax Medical Centers’ audited financial statements, which will be presented in DFHT’s proxy statement to be filed with the SEC, and not rely on any single financial measure to evaluate CareMax Medical Centers’ business.

 

 

 

 

CONTACTS:

 

DFHT Healthcare

Chris Wolfe

chris.wolfe@dfhealthcaretech.com

(917)923-7629

 

DFHT Investor Relations

The Equity Group Inc.

Devin Sullivan

Senior Vice President

dsullivan@equityny.com

(212) 836-9608

 

 

 

 

Exhibit 99.2

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_01.GIF  TECH-ENABLED SENIOR CARE PLATFORM December 2020

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_02.GIF  Investor Presentation This investor presentation (“Investor Presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Deerfield Healthcare Technology Acquisitions Corp. (“Deerfield”), CareMax Medical Group, LLC (“CareMax”), IMC Holdings LLC (“IMC”), CareOptimize LLC (“CareOptimize”) or any of their respective affiliates. The Investor Presentation has been prepared to assist investors in making their own evaluation with respect to a proposed business combination, as contemplated in a proposed business combination agreement to be entered into by Deerfield, CareMax, CareOptimize and IMC, and for no other purpose. It is not intended to form the basis of any investment decision or any other decision in respect of the business combination. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Deerfield, CareMax, CareOptimize and IMC assume no obligation to update any information in this Investor Presentation, except as required by law. This Investor Presentation is strictly confidential and may not be copied, reproduced, redistributed or passed on, in whole or in part, or disclosed, directly or indirectly, to any other person or published for any purpose. Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Deerfield will file a preliminary proxy statement and other materials with the U.S. Securities and Exchange Commission (the “SEC”) and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of Deerfield are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Deerfield’s solicitation of proxies for its stockholders’ meeting to be held to approve the business combination because the proxy statement will contain important information about the business combination and the parties to the business combination. The definitive proxy statement will be mailed to stockholders of Deerfield as of a record date to be established for voting on the business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to Deerfield Healthcare Technology Acquisitions Corp, 787 Third Avenue, 37th Floor, New York, NY 10017, Attention: Secretary. Participants in the Solicitation Deerfield and its respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Deerfield stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests in Deerfield of those directors and officers in the final prospectus for Deerfield's initial public offering, which was filed with the SEC on July 20, 2020, and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to Deerfield Healthcare Technology Acquisitions Corp, 787 Third Avenue, 37th Floor, New York, NY 10017, Attention: Secretary. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Deerfield’s stockholders in connection with the proposed business combination will be set forth in the proxy statement for the proposed business combination when available. Information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of Deerfield’s stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available. No Offer or Solicitation This Investor Presentation does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities. Trademarks This Investor Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM © or ® symbols, but Deerfield, CareMax, CareOptimize and IMC will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Use of Non - GAAP Financial Measures This presentation includes non-GAAP financial measures. CareMax, CareOptimize and IMC believe that these non-GAAP measures are useful to investors for two principal reasons. First, they believe these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance. Second, these measures are used by CareMax, CareOptimize and IMC’s management to assess its performance. CareMax, CareOptimize and IMC believe that the use of these non-GAAP measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. Projections This Investor Presentation contains projected financial information with respect to CareMax, IMC and CareOptimize. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information. See “Forward Looking Statements and Investment Considerations” paragraph below. Actual results may differ materially from the results contemplated by the projected financial information contained in this Investor Presentation, and the inclusion of such information in this Investor Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the independent auditors of Deerfield nor the independent registered public accounting firms of CareMax, IMC or CareOptimize audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Investor Presentation, and, accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Investor Presentation. Forward Looking Statements and Investment Considerations Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook”, or other similar words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, the proposed transactions between Deerfield, CareMax, IMC and CareOptimize, the estimated or anticipated future results and benefits of the combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Deerfield, CareMax, IMC and CareOptimize management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties that include, but are not limited to, changes in the business environment in which CareMax, IMC and CareOptimize operate; changes in taxes, governmental laws and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of Deerfield, CareMax, IMC or CareOptimize management teams; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that the 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 transaction, or that the approval of the stockholders of Deerfield is not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the businesses of Deerfield, CareMax, IMC and CareOptimize; uncertainty as to the long-term value of Deerfield common stock; the inability to realize the expected amount and timing of cost savings and operating synergies; those discussed in Deerfield’s final prospectus relating to the initial public offering filed with the SEC on July 20, 2020 under the heading “Risk Factors” and other documents of Deerfield on file with the SEC or in the proxy statement that will be filed with the SEC by Deerfield. There may be additional risks that neither Deerfield, CareMax, IMC or CareOptimize presently know or that Deerfield, CareMax, IMC or CareOptimize currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_03.GIF  Carlos de Solo CEO, CareMax 2.0 Bill Lamoreaux EVP, CareMax 2.0 Richard Barasch Executive Chairman, CareMax 2.0 10+ Years Experience 30+ Years Experience 30+ Years Experience −Co-Founded CareMax in 2011 and CareOptimize in 2015 and serves as CEO of CareMax and CareOptimize −Purpose built CareMax from the ground up using advanced technology to improve outcomes −Served as CEO and Partner of CareMax Community Partners, one of South Florida’s leading healthcare managed services organizations for Medicare Advantage patients −Current member of the Board of Directors at Coral Gables Hospital −Has served as Chief Executive Officer of IMC Health since 2018 −Led transformation of IMC Health into a growth platform through recruitment of a scalable leadership team and implementation of data-driven processes and procedures −Previously was Chief Operating Officer of EmblemHealth, a two-million-member health plan based in New York −Additional management experience at both the local and national levels with HealthNet, Cigna and UnitedHealth Group −Currently serves as Executive Chairman of Deerfield Healthcare Technology Acquisitions Corp −Led Universal American Corp as Chief Executive Officer from 1995 to 2017 −Pioneered provider engagement model in Medicare Advantage and Medicare Part D −Currently serves as Chairman of AdaptHealth’s Board of Directors; led successful business combination with DFB Healthcare Acquisitions Corp

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_04.GIF  1. Introduction and Proposed Transaction

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_05.GIF  Company OverviewKey Transaction Highlights • CareMax, CareOptimize and IMC Health (collectively, “CareMax 2.0”) is a tech-enabled senior care provider headquartered in Miami, FL −Combined platform has 26 wholly-owned medical centers with 52K+ patients, of which 16K+ are in Medicare Advantage value-based risk sharing contracts −Employs a proprietary tech platform that provides data, analytics and rules-based decision tools/workflows that empower care teams to customize high touch care plans for every patient – laser focused on preventative chronic disease management −~64% of combined CareMax 2.0 Medicare patients are dual-eligible and low-income subsidy eligible • Combined company is poised for rapid growth through both de novo expansion as well as execution of a scalable M&A strategy −Forecast organic revenue CAGR of 15% from PF FY20E through FY23E, which increases to 40% including contribution from projected acquisitions −PF entity is cash flow positive day one with FY21E PF Adj. EBITDA of $66mm P•CareMax 2.0 to combine with Deerfield Healthcare Technology Acquisitions Corp to become a NASDAQ-listed tech-enabled value-based senior care delivery system P•Carlos de Solo (CEO of CareMax and CareOptimize) will lead combined company with assistance of Richard Barasch (Executive Chairman) and Bill Lamoreaux (CEO of IMC) and immediately begin integration process, selecting best of both entities P•Pro forma valuation of $692 million −1.7x FY21E revenue and 13.2x FY21E PF Adj. EBITDA (including synergies and excluding acquisitions) −1.3x FY21E revenue and 10.4x FY21E PF Adj. EBITDA (including synergies and acquisitions) Projected Revenue ($ in mm) $360 $512 $752 $266 $992 $439 PF FY20E – FY23E CAGR Total: 40% (incl. acquisitions) P•Assumes the issuance of PIPE shares for $405 million including Deerfield participation P•Results in a highly capitalized PF entity with $233mm of cash on balance sheet, strong free cash flow profile and significant additional debt capacity $360$419$485$553 PF FY20EFY21EFY22EFY23E BaseAssumed Acquisitions Organic: 15% −Positioned to leverage its platform to aggressively take market share through both organic-and M&A-focused growth strategies

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_06.GIF  Seniors Expected to Represent 20%+ of Population in 2030Key Market Growth Indicators Millions of Individuals 65 Years and Older (%) of Pop. 2016 2020 2030 2040 2050 2060 49.2 56.1 73.1 80.8 85.7 94.7 15% 17% 21% 22% 22% 23% 5x faster growth than other populations $1bn+ growth in revenue weekly 10K individuals turn 65 daily 5 annual doctor visits Medicare Spending Growth Outpaces Overall Spend Medicare Advantage Penetration Expected to Continue to Increase Healthcare is the Largest Component of US GDP (18%) $4,706$4,966 $4,014 $4,217 $4,456 $3,649 $3,815 $5,247 $5,550 $5,863 80 $6,193 Enrollment in million $4,634 40 39.6 42.0 Forecast 43.0 43.9 40.3 39.4 50% 38% 25% $2,899 $3,014 $3,155 $3,294 $3,459 $3,630 $3,805 $3,996 $4,205 $4,414 38.0 20 38.3 38.7 39.4 39.5 17.6 19.0 20.4 22.0 24.1 26.4 28.7 31.0 33.3 35.6 13% $750 $801 $859 $923 $997 $1,076 $1,161 $1,251 $1,345 $1,449 $1,559 2018 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 14.4 15.7 16.8 0 0% 2013 2014 2015 2016 2017 2018 2019 2020E 2021E 2022E 2023E 2024E 2025E ($bn) Medicare Other Healthcare Spending Medicare Advantage All other Medicare 1 Penetration rate %

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_07.GIF  Seniors Represent the Most Significant Opportunity to Lower Spend in Healthcare •Our fee for service (FFS) current system is failing our elderly and the taxpayer −2/3 of the Medicare population has 2+ chronic conditions that consume 94% of Medicare spending1 •While primary care represents ~5% of overall healthcare spend, it has a large influence over the remaining ~95% of costs and can reduce the current system's spend by more effectively managing chronic conditions2 −For every $1 spent on primary care, ~$13 is saved on costs related to further care3 Value-Based Care Lowers Costs by Promoting Proactive Preventive Care •FFS incentivizes physicians and hospitals to provide volume of care vs. quality of care −By moving financial risk to the providers, this aligns patients, providers and health plans to proactively treat patients before they become sick •The drop-off in office visits due to the COVID-19 pandemic further uncovered the flaws of the FFS model −FFS providers were incentivized to continue to pursue volume, putting patients at risk −Value-based providers continued to receive steady capitation payments allowing them to continue to provide high quality care in the most appropriate setting Medicare Spending by Number of Conditions1 Illustrative Risk Model Unit Economics 17% 21% 53% 6+ conditions 29% 32% 24% 17% 2 to 3 condition 0 to 1 condition Beneficiaries distributionMedicare expenditure Benefits of CareMax 2.0 Model Small patient panels and ease of access for members Preventative chronic disease management and focus on social determinants of health Data-driven approach leads to proactive patient management Full-service one-stop-shop facilities with specialists, etc.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_08.GIF  Combination creates a foundational platform for growing a high-performing care delivery model with a highly scalable technology backbone PDeerfield provides execution certainty, powerful endorsement in the public markets and access to unmatched resources PExcellent management team, led by Carlos de Solo and Bill Lamoreaux, is steeped in senior care and risk-based models; local market success is repeatable nationwide, leveraging the leadership teams' national relationships and CareOptimize’s captive roster of customers as M&A targets PRichard Barasch will serve as Executive Chairman, leveraging his extensive experience with risk-based primary care in Medicare Advantage and public company management PSenior care is highly under-optimized; CareMax and IMC Health are already differentiated and a partner of choice for payors, providers and other referral sources PCareMax 2.0’s tech-enabled offering enables provider transition toward a value-based care environment and use of data/analytics creates network effects: providers have more time for care, driving a lower MLR, allowing for better benefits and more members PWell capitalized platform positioned to capture share in large, fragmented and growing total addressable market (TAM) PMultifaceted growth opportunities PAttractive financial profile versus unprofitable peers 8

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_09.GIF The Deerfield + Richard Barasch partnership successfully collaborated with AdaptHealth shareholders and management on DFB’s business combination with AdaptHealth1 The Adapt Playbook PStrong management team; superb execution and financial discipline PGrowing addressable market >> organic growth story PMultiple M&A roll-up opportunities, amplified by public currency PTech-enabled platform well-positioned to compete in the evolving healthcare landscape PBusiness model creates a sticky customer base producing stable and recurring revenues $40.00 $30.00 Completion date 3/3/20: ~275% return since IPO(2) 12/1/20: Announced acquisition of: 7/1/20: Executed $143mm follow-on offering (post-shoe) Post-Closing Checklist PCoverage from 5 Wall Street analysts PBrought together an outstanding Board PEarly sponsorship and strategic advice from Deerfield P recent purchase of home medical equipment competitor AeroCare for ~$2bn $20.00 $10.00 Announced acquisition of: 11/22/19: Announced acquisition of Patient Care Solutions Business 2/25/20: Announces 2019Y Results 3/13/20: President Trump declares national emergency 12/9/19: 3/20/20: New York declared US outbreak epicenter 3/17/20: 8/4/20: Announced 2Q 2020 Results 5/26/20: Announced acquisition of 11/5/20: Announced 3Q 2020 Results PMet earnings estimates P $0.00 Announced acquisition of: Coronavirus case reported in all 50 US states and Northern California orders ‘shelter-in-place’ Share Price Note: 9 2. As of December 11, 2020, not inclusive of warrants.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_10.GIF  2. Introduction to CareMax 2.0

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_11.GIF  By the Numbers CareMax + IMC Health CareOptimize 52K+ Total Patients (Medicare Advantage, Medicaid and Commercial/ACA) 16K+ Medicare Advantage Members 95%+ Of MA Members in Owned Centers 33 States 2.4mm Total Patients 26 Centers $360mm 71 Employed Providers $46mm 18 Health Plans 5-Star 20K Providers 98 Clients PF Revenue in FY20E PF Adj. EBITDA in FY20E Providers Already Integrated with Both CareMax and IMC Health

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_12.GIF  Dominant Regional Presence in South Florida……With National Presence Through CareOptimize Orlando Weston Sunrise Pompano Beach Fort Lauderdale Pembroke Pines Hollywood CareMax Locations CareMax Community Partners Miami Beach Miami 1-50 Facilities 51-100 Facilities 101-250 Facilities 251+ Facilities 2.2K+ Client Locations Utilize CareOptimize Platform Across 33 States IMC Locations Biscayne National Park Map not to scale. 12

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_13.GIF  Primary CareSpecialty CareVirtual CareTransportationAmbulance Intercept DentalOptometryFrames & LensesPharmacy Wellness

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_14.GIF  ~64% of CareMax 2.0 Medicare patients are dual-eligible and low-income subsidy eligible Significant social barriers to access: Transportation Language and literacy barriers Food stability Education level Access to technology Our patients live in medically underserved communities where the hospital has become the first, and often only, option for healthcare We specifically focus on access and quality for underserved communities

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_15.GIF  Ambulance Intercept Primary Care Wellness 24/7 Call Line Transportation Home Health (House Calls & Visits) Social Services / Access Whole Person Health Specialty Healthy Meals Dental Virtual Care Salon Fitness

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_16.GIF  Proprietary Interface Embedded into EHR and Provider Workflows Enables Value-Based Care AggregateAnalyzeApply Millions of data points from across continuum aggregated AI used to analyze data, optimal workflows determined and summarized Point-of-Care guidance and automated interventions HIE Claims Data Labs Data Eligibility Data Remote Monitoring P•Inform care delivery decisions P•Risk-stratify and engage with patients P•Consistent and coordinated application P•Build meaningful patient relationships P•Save providers time P•Better outcomes and lower costs

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_17.GIF  Situation A patient checks into the emergency room complaining of chest pain A patient steps on a Bluetooth-enabled scale Patient is prescribed insulin by an endocrinologist, but the specialist note is never received by the PCP Patient receives a flu shot at the local pharmacy and forgets to tell their PCP Action An alert flashes on a nurse case managers; screen. The nurse case manager confers with the ER doctor and sends over patient's medical records showing the patient is currently being treated for anxiety The smart scale detects they have over a 3-pound weight gain overnight, which is an early indicator of heart failure Data flows from Pharmacy Benefit Manager to CareOptimize, which flags that the patient has a new medication and a new suspected diagnosis The care manager and primary care physician are alerted ResultAfter a simple EKS, the patient is sent home and the PCP has a video visit with them the same day The patient is immediately contacted by a nurse through the telemedicine app and routed to a doctor through telemedicine, who adjusts their medication PCP is alerted that the patient is now on insulin and adds medication to patient medication list. The PCP is also alerted that the patient may have diabetes After confirming that the flu shot was given, the flu shot is added to the patient’s record to mark the measure as complete and ensure the patient does not receive a second flu shot

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_18.GIF  Pulse OximeterActivity MonitorBPM ScaleGlucometerSpirometerThermometer Plug and play cellular hub connects to a variety of medical devices: spirometer, glucometer, thermometer, pulse ox, BP, scale, etc. Data automatically uploads to care coordinators who can then intervene through the hub for any values outside of normal Data feeds into CareOptimize system which is incorporated into clinical record and rules engine Emergency button connects patients directly to medical centers as an alternative to ER

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_19.GIF  Admissions Per 1,000 131 FFS: 370 192179 2.0 52%Improvement vs. FFS ER Visits Per 1,000 281 FFS: 1,091 396371 2.0 66%Improvement vs. FFS Readmission Rate FFS: 19% 13%20%19% 2.0 32%Improvement vs. FFS1 Medicare FFS Benchmark 19 Note: All metrics shown are FY19. CareMax metrics are centers only. 1. Represents CareMax only.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_20.GIF  4 Expand IPA Network 5Develop Direct Contracting Strategy 2Strategically Partner with 3Leverage Platform and PF Cap Structure to Grow Through M&A •Opportunity to continue to expand network of IPA providers in •New Direct Contracting program is being rolled out by CMS in 2021 •Is essentially a value-based 1 Growth of Existing Clinics •Existing footprint of 26 clinics has capacity to add 6K+ Medicare members •Opportunity to pursue additional renovations to increase capacity as well as capture synergies by rationalizing CareMax/IMC footprint Payors to Open De Novo Clinics •Company has developed a proven and replicable de novo playbook for site location selection, facility buildout and patient recruitment – has successfully opened 5 de novo clinics to date with two buildouts near-final •Ongoing strategic discussions with payors to expand CareMax’s model into other states •Embedded pipeline developed through proactive sourcing initiatives, CareOptimize client list and CareMax IPA network •Experienced internal M&A execution team as well as coordinated integration committee •Demonstrated history of acquiring businesses and generating significant revenue growth through contract arbitrage, patient recruitment and other coding / medical management initiatives CareMax’s MSO segment – provides alternative pathway for engagement with providers who are not ready for a complete sale •Provides additional cash flow while also allowing the Company to begin to transition providers to a value-based model, eventually setting up a future acquisition opportunity contracting model that provides access to the 40mm+ Medicare FFS beneficiaries in the US •Company has begun exploring the application process for 2022 participation

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_21.GIF  1 Site Selection 2 Facility Buildout 3 New Member Recruitment De Novo PlaybookCareMax 2.0 Clinic: Primary Care and More •Data driven approach to analyze market demographics, competitive dynamics and facility accessibility •Collaborate with payors to determine markets with unmet need •Work with real estate partners to retrofit chosen locations into purpose-built clinics for CareMax model •Recruit clinical talent through existing network and strategically acquire independent providers near buildout •Partner with payors to provide care for patients lacking access to high touch engagement models •Multi-faceted community-based marketing strategies to build CareMax brand in new markets and recruit additional members Successfully opened 5 de novo clinics to date with 2 buildouts near-final, significant whitespace to accelerate strategy in existing and new markets through partnerships with payors

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_22.GIF  Prototype CareMax 2.0 Clinic AssumptionsMature Clinic-Level Unit Economics1 Clinic Size and Capacity •12-15K square feet depending on market •Capacity for 4 full clinical care teams •Each clinical care team can provide high touch, preventative care for 600 Medicare Advantage (MA) members •Implies ~2,500 MA members per mature facility Clinical Care Team •Physician •PA / Nurse •Medical Assistant Additional Care and Service Personnel •Phlebotomist •Pharmacy Technician •Massage Therapist •Wellness Staff •Administrator •Front Desk •Referral Coordinator •Transportation Dispatches •Access Representative •Community Sales Representative Typical Membership Ramp Time •0-6 months to reach break even (250 members) depending on payor allocations and ability to pre-stock private practices for consolidation Other Buildout Considerations •Typically $90 per square foot capex to build out, with $40 paid by landlord and $50 amortized over the life of the lease •~$675K paid by CareMax 2.0 per clinic, resulting in minimal cash outlay3 •Usually requires 12 months to complete buildout MLR = Medical Utilization Net Revenue= 64% 64% 10% $300 per member per month (PMPM) 5%1%<1% 20% Note: 22 2.Other Center Expenses includes Food, Supplies and Transportation.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_23.GIF  Target Status Incremental Risk MA Members Revenue Opportunity ($mm)1 Target A LOI Signed 2,900 $41.8 Target B NDA Signed 1,271 $18.3 Target C NDA Signed, Finalizing Proposal 1,000 $14.4 Target D NDA Signed, Finalizing Proposal 1,000 $14.4 Target E NDA Signed 894 $12.9 Target F NDA Signed 587 $8.5 Target G NDA Signed, Finalizing Proposal 500 $7.2 Target H LOI Signed 370 $5.3 Target I NDA Signed 254 $3.7 Target J LOI Signed 240 $3.5 Target K Finalizing LOI 225 $3.2 Target L NDA Signed 221 $3.2 •Multi-pronged provider sourcing approach includes broker relationships, referral bonuses for staff, investment banker relationships and internal cold calling efforts •Additional opportunity to pursue embedded pipeline in IPA network and CareOptimize customer relationships •Currently average 1-2 intro meetings a week, exponential network effect as providers provide warm introductions to peers looking to partner

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_24.GIF  1 Identified Acquisition Opportunity • Pines Care Medical Center (“Pines”) contracted as a CareMax Community Partner in 2017 • Physician owned center with no in-house services • 60 lives with Humana and Coventry 2 Acquisition / Integration Phase • Acquired 60% of center in 2017 • Expanded center to include dental, optical, massage therapy and in-house specialties • Integrated enterprise technology platform and operations to Corporate • Acquired the remaining 40% equity in 2019 3 Organic Growth Achieved • 2017 – 400% membership growth • 2018 – 75% membership growth • 2019 – 35% membership growth • Growth numbers presented are net new members $mm; Revenue for Fiscal Year Ending 12/31 December 2017December 2018June 2020 • By year end 2017 existing membership had grown 400% • Membership was 200 • 2018 membership growth of 75% • Membership of 350 • 2019 membership growth of 35% • Membership of 472 $8.4 $9.4 $6.0 $2.2 CY 2017 CY 2018 CY 2019 TTM 6/30/20 Represents performance under CareMax ownership

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_25.GIF  For PatientsFor ProvidersFor PayorsFor CareMax 2.0 Shareholders •Coordinated and proactive care drives better clinical outcomes •High-touch, easy to access model provides superior patient experience •No additional cost •Opportunity for higher earnings through quality programs •Improved job satisfaction leads to reduction of burnout •Superior support structure through integrated technology and clinical team •Excellent medical risk management results in favorable financial outcomes •Predictable cost •High-quality scores and improved clinical outcomes •Demonstrated success allows CareMax to negotiate favorable risk contracts resulting in higher earnings •Proven track record of acquisitions, integrations and de novo launches provides a robust pipeline with national expansion opportunities •Cost synergies from centralized infrastructure •Predictable stream of cash flows

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_26.GIF  3. Transaction Structure and Financial Overview

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_27.GIF  $ in mm Sources Sources and UsesPF Capitalization1 $ in mm PF Capitalization $ $ Mult of PF FY20E Adj. EBITDA New PI PE Sha res (i ncl . Deerfi el d) $405 Sha res I s s ued to Ta rget 215 New Debt Fa ci l i ty 125 Trus t Ca s h (ex Deerfi el d) 110 Deerfi el d Exi s ti ng I PO Sha res 34 Total $889 Uses $ Purcha s e Pri ce $614 Ca s h to Ba l a nce Sheet 233 Tra ns a cti on Rel a ted Fees 42 Total $889 New Debt Fa ci l i ty $125 2.7x Net Debt ($108) (2.3x) PF Sha res Outs ta ndi ng 79.9 Sha re Pri ce (i n $'s ) $10 Equity Value $799 Pro Forma Enterprise Value $692 PF Equity Ownership Shares (in mm) % New PIPE Sha res 40.5 51% Other Publ i c Sha res 11.0 14% IMC Sha rehol ders 10.7 13% Ca reMa x Sha rehol ders 10.8 13% Founder Sha res 3.6 4% Total 79.9 100% Add'l Ma x Conti ngent Sha res 2 6.4 Total 86.3 Transaction expected to result in a highly capitalized PF entity well-positioned to leverage its platform to aggressively take market share Note: 27 2.Both CareMax and IMC Health are set to be issued a maximum of 3.5mm and 2.9mm shares, respectively, with half of the earnout shares being issued should CareMax 2.0's stock price exceed $12.50/share

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_28.GIF  Transaction SummaryValuation Overview •Pro forma enterprise value for CareMax 2.0 combined entity of $692mm −1.7x FY21E revenue and 13.2x FY21E PF Adj. EBITDA (including synergies and excluding acquisitions) $ in mm FY21E Valuation Analysis $ −1.3x FY21E revenue and 10.4x FY21E PF Adj. EBITDA (including synergies and acquisitions) −Significant valuation discount to comparable publicly traded businesses •Consideration to Sellers funded via the following split: −68%/32% cash and stock consideration for CareMax/CareOptimize shareholders −45%/55% cash and stock consideration for IMC shareholders Revenue - Ba s e$418.8 Revenue - Acqui red93.6 Total Revenue$512.4 EBITDA - Ba s e$48.0 PF Synergi es4.3 Synergized EBITDA$52.2 EBITDA - Acqui red14.0 Total Adj. EBITDA$66.3 Pro Forma Enterpri s e Va l ue$692 Revenue Multiple - Base1.7x Revenue Multiple - Base + Synergy + Acq1.3x Adj. EBITDA Multiple - Base + Synergy13.2x Adj. EBITDA Multiple - Base + Synergy + Acq10.4x

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_29.GIF [LOGO]

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_30.GIF  21.2 18.0 1 6.9 46.143.6 (2.5) 2 4.4 4.3 3 14.0 66.3 1• Standalone run-rate and pro forma adjustments to reflect: i) annualized estimated impact of FY20 membership growth, ii) full-year estimated impact of mid-year FY20 acquisitions, iii) estimated financial impact of COVID-19 pandemic (sequestration impact on premiums, estimated utilization impact) and iv) PF impact of Health Insurance Provider’s Fee (HIF) tax repeal 2• Reflects estimated impact of i) adding ~2.6K Medicare members (current footprint has capacity for 6K+ additional members), ii) leveraging CareMax’s best practices to manage IMC members, iii) cross selling of captive pharmacy and iv) modest G&A savings 3• Projection model assumes that platform acquires 12K Medicare lives in FY21E – Company has embedded pipeline and demonstrated history of executing a roll-up strategy

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_31.GIF  PF 20E/23E Growth Summaries

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_32.GIF  Company Membership (Total)1 52K 103K 90K 511K 57K Membership (Medicare)1 16K ~73K 90K – 57K Growth Strategy De Novo, Acquisition & CareOptimize De Novo, Acquisition & MSO De Novo De Novo N/A Clinics 26 71 67 103 N/A Enterprise Value ($mm) $692 $4,439 $14,964 $5,530 $3,702 2021E Revenue ($mm) $512 $1,453 $1,247 $476 $880 2020E-2023E Forward Revenue CAGR 40.2% 55.9% 44.8% 29.5% 37.3% EBITDA-Level Profitability Profitable Profitable Unprofitable Until 2023E Unprofitable Until 2022E Unprofitable Until 2023E Valuation Metric 1.3x EV / 21E Revenue2 10.4x EV / 21E Adj. EBITDA2 ~3.1x EV / 21E Revenue ~53.5x EV / 21E Adj. EBITDA ~12.0x EV / 21E Revenue ~11.6x EV / 21E Revenue ~4.2x EV / 21E Revenue 32 1. Membership data as of 09/30/20 except for Clover Health, which is as of 06/30/20.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_33.GIF  ThankYou/Q&A

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_34.GIF  Appendix A: Proven Ability to Execute Roll-up Strategy – Additional Case Study 34

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_35.GIF  1 Identified Acquisition Opportunity • New Life Medical Centers (“Tamarac”) was utilizing optical services from CareMax • CareMax reached out to the Sellers directly 2 Acquisition / Integration Phase • Acquired center for $12mm by utilizing CareMax’s senior secured cash flow backed lender 3 Organic Growth Achieved • Reached organic net growth of 20% in first 10 months post acquisition • Increased revenue by 19% in the first year primarily through membership growth driven by a grass-roots “CareMax” marketing strategy $mm; Revenue for Fiscal Year Ending 12/31 September 2019December 2019 March 2020 July 2020 • Acquired New Life Medical Center and commenced integration process • Implemented optical and dental services • Hired top tier administrator • Centralized administration, financial, marketing and transportation departments • Centralized billing and coding from third party and brought in-house. Began phase 1 of EHR conversion • Increased revenue by 19% in first year $10.3 $10.5 $12.9 $13.9 $16.6 CY 2016 CY 2017 CY 2018 TTM 7/31/19 TTM 7/31/20 Represents performance under CareMax ownership Note: Data reflects preliminary and unaudited results.35

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_36.GIF  Appendix B: COVID Response 36

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_37.GIF  Telehealth Solution Converted 90% of in-person visits to video telehealth Every member called weekly to check-in and provide COVID-Member Engagement Provided Members with Video-Capable Tablets Tablets were provided to members that didn’t have access Virtual Wellness Food Delivery to Members Over 2,300 meals delivered per day to members to minimize exposure for high-risk members1 Virtual Social Activities Launched virtual bingo and games for all members to reduce member loneliness and maintain the CareMax community they were used to PPE and Other Supplies Delivery All staff and members were provided with PPE and other medical supplies as needed Staggered Clinical Team Shifts to Minimize Exposure Created "A" and "B" teams to have alternating schedules and create redundancies in the event of an employee infection 37 1. Includes IMC Health and CareMax deliveries.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_38.GIF  Appendix C: Market Comparables 38

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_39.GIF  EV / CY+1 Revenue Average: 15.1x EV / CY+1 EBITDA Average: 18.5x 33.1x 9.7x 14.2x 8.1x 7.3x 11.6x 17.3x 3.8x 18.5x 12.0x 26.1x 23.2x nm nm nm nm nm nm nm nm nm nm EV / CY+1 Revenue1 EV / CY+1 EBITDA2 (3) (4) Source: Company filings, FactSet as of 12/11/20. 1. EV / CY + 1 Revenue based on fully diluted EV. 2. EV / CY + 1 EBITDA based on fully diluted EV. "nm" defined as EBITDA multiples >50.0x or negative values. 3. Reflects Teladoc standalone; Price and consensus estimates are current as of 09/16/20. 39

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_40.GIF  Appendix D: Business Overviews 40

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_41.GIF  Company Overview • CareMax owns and operates 13 multi-specialty medical centers throughout Miami-Dade, Broward and Palm Beach counties serving the Medicare Advantage population − Provides clinical care, ancillary care services and health and wellness programs to over 6,000 members − Centralizes care delivery within its 5-star rated centers, where members are able to receive multi-specialty care from 25+ employed providers and wellness services that focus on healthy habits and fitness − Transportation services enhance accessibility and CareMax also offers a 24/7 hotline and house calls/visits − Members benefit from community events hosted by CareMax facilities, which offer social and leisure activities − CareMax utilizes software, such as its CareOptimize platform, and services to move healthcare organizations to value-based care • CareMax Community Partners is a full risk Managed Services Organization that manages risk on behalf of CareMax and 32 mostly exclusive independent physician associations ("IPAs") since 2011 CareMax by the Numbers1 6K+ Medicare Members 27 Employed Providers 13 Medical centers $124mm Total Revenue in FY20E 32 Mostly exclusive IPAs 34% Revenue growth in FY20E 8 Major health plans accepted $21mm Adj. EBITDA in FY20E2 1.67 MRA Score 70 Vans

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_42.GIF  Company Overview • The CareOptimize platform, CareMax’s proprietary point of care software, was incubated within CareMax to maximize value-based outcomes • Supports physicians with efficient medical utilization, enhanced risk management, pharmacy management and specialist network development, freeing them to devote more time to member care • Provides technology and services to healthcare organizations outside of CareMax, including groups such as Optum (f/k/a Davita Medical Group), Intermountain and IMC Health • Certified CMS MIPS registry and HEDIS registry, servicing Medicare Advantage, Managed Medicaid, PACE, ACOs, Commercial Risk and Direct Contracting Entities CareOptimize by the Numbers1 98 Clients 2.4mm Patients 20K Providers 33 States $3mm Adj. EBITDA in FY20E Blue Chip Customer Base

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_43.GIF  Company Overview • IMC Health operates 13 medical clinics across Miami-Dade, Broward and Orange counties • Provides primary, specialty and ancillary services to over 45,000 Medicare, Medicaid and Commercial/ACA patients • Focuses on preventative, acute and chronic healthcare delivery, resulting in improved patient outcomes for adults and children – 5 star provider for Medicare payors • Medical centers offer flexible scheduling and walk-in appointments, 24-Hour / 7-Day a Week access to care • Comprehensive platform provides access to medical specialties, in-house resources and labs and community-enhancing services such as patient transport and home delivery of medication • Activity Centers provide activities that help members stay engaged and active while promoting a healthy lifestyle • Access Centers offer services to aid member population apply for public assistance services and Medicaid programs IMC Health by the Numbers1 45K+ Total Members 44 Providers 10K+ Medicare Members $228mm Total Revenue in FY20E 13 Medical centers 18% Revenue growth in FY20E 15 Health plans accepted $18mm Adj. EBITDA in FY20E 1.52 MRA Score 85 Vans

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_44.GIF  Appendix E: Additional Information 44

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_45.GIF  PF Revenue by Line of Business1 PF Full-Risk Medicare Membership1 77% 12% 12% 10% 3% <1% / / / / / / 13% 17% Other2 PF Full-Risk Medicaid Membership1 20% 3% Full-Risk MedicareFull-Risk MedicaidOther (Partial Risk / Cap / FFS) (~16K members) (~18K members)(~15K members) 6% / 7% 52% / / 35% Note: 45 2. Includes members affiliated with Blues, CarePlus and Doctors.

 

 

 

 

NEW MICROSOFT WORD DOCUMENT_CSF_PAGE_46.GIF  $ in mm FY19 Net Income($10.5) Depreciation & Amortization5.9 Interest Expense9.8 1 Non-Recurring Expenses10.3 2 Prior Period Adjustments(2.2) 3 CareOptimize Contribution2.2 1 Comprised of professional fees primarily due to IMC Health’s July 2019 recapitalization and non-recurring legal and Board fees; other adjustments include duplicative medical expenses, one-time salary and wage expenses, OAG fees2, gains/losses on sales of fixed assets, asset impairments, paid-in-kind interest expenses, loss on extinguishment of debt and other non-recurring expenses 2 Represents various out-of-period restatements3 for Medicare, Medicaid, Other Revenue and Operating Expenses 1 Adj. EBITDA$15.5 3 Reflects PF 2019 EBITDA contribution from CareOptimize software business, which is to be rolled up into CareMax 2.0 Notes: 46 2. The Company engaged Operating Advisory Group, LLC (“OAG”) based upon the recommendation of the financial sponsor. 3. Restated financials are recast so that all service fund/risk line items reflect the latest service funds from payors.

 

 

 

 

 

47 Use of Non - GAAP Financial Measures (Cont.) 47 Notes: 1. Adj. EBITDA figure is not pro forma for any acquisitions. 2. The Company engaged Operating Advisory Group, LLC (“OAG”) based upon the recommendation of the financial sponsor. 3. Restated financials are recast so that all service fund/risk line items reflect the latest service funds from payors. Deerfield, CareMax , IMC and CareOptimize believe these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the combined company’s financial conditi on and results of operations. Deerfield, CareMax , IMC and CareOptimize believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the combined c omp any’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors. Management of the combined company does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in CareMax’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are ex clu ded or included in determining these non - GAAP financial measures. In order to compensate for these limitations, management presents non - GAAP financial measures in connection with GAAP results. You should review CareMax’s audited financial statements, which will be presented in Deerfield’s preliminary proxy statement to be filed with the SEC, and not rely on any single financial measure t o e valuate CareMax’s business.