A smash Q1 for digital health funding–but the SPAC party may be winding down fast

An Overflowing Tub of Big Funding and Even Bigger Deals. The bubble bath that was Q1 deals and funding is no surprise to our Readers. Your Editor at one point apologized for the often twice-weekly roundups. (Better the Tedium of Deals than COVID and Shutdown, though.)

Rock Health provides a bevy of totals and charts in its usual quarterly summary of US digital health deals.

  • US funding crested $6.7 bn over 147 deals during January through March, more than doubling 2020’s $3.1 bn in Q1 over 107 deals.
  • Trending was on par through February, until it spiked in March with four mega-deals (over $100 million) over two days: Clarify (analytics), Unite Us (SDOH tech), Strive Health (kidney care), and Insitro (drug discovery). These deals also exceeded 2020’s hot Q3 ($4.1 bn) and Q4 ($4.0 bn).
  • Bigger, better. Deals skewed towards the giant economy size. $100 million+ deals represented 66 percent of total Q1 funding
  • Deal sizes in Series B and C were bigger than ever, with a hefty Series B or C not uncommon any more. Series B raises were on average $49 million and C $77 million. One of March’s megadeals was a Series B–Strive Health with a $140 million Series B [TTA 18 Mar].
  • Series A deal size barely kept up with inflation, languishing in the $12 to $15 million range since 2018.
  • Hot sectors were a total turnaround from previous years. Mental health, primary care, and substance use disorders, once the ugly ducklings which would get their founders tossed out of cocktail parties, became Cinderellas Before Midnight at #1, #2, and #3 respectively. Oncology, musculoskeletal (MSK), and gastrointestinal filled out the Top 6 list.
  • M&As were also blistering: 57 acquisitions in Q1, versus Q4 2020’s 45

Given the trends and nine months to go, will it blow the doors off 2020’s total funding of $14 bn? It looks like it…but…We invite your predictions in the Comments below.

Les bon temps may rouler, but that cloud you see on the horizon may have SPAC written on it. A quick review: Special Purpose Acquisition Companies (SPACs) typically are public companies that raise money through their own IPOs for the express purpose of buying other companies. Often called a ‘blank check’, they have no purpose other than buying one or two other companies–in the latter case, merging them like the announced Cloudbreak and UpHealth last November–and converting over to the company’s identity and business. The timeframe is usually two years. Essentially, the active company goes public with a minimum of the messy, long, expensive, and revelatory process of filing directly with the SEC (in the US). This quarter, Rock Health’s stat on SPACs was that they raised $83.1 bn this quarter, exceeding by $0.5 bn all SPAC activity in 2020, mainly late in the year. Their count was two SPACs closing in Q1 and 8 more announced but not yet closed (counting Cloudbreak/UpHealth as one).

As an exit door for investors, it’s worked very well–but is dependent on private equity and public investors having confidence in SPACs. One thinning of the bubble may be the scrutiny of Clover Health’s SPAC by the SEC [TTA 9 Feb] over not revealing that they were under investigation by the Department of Justice (DOJ). Certainly this was a material circumstance that could dissuade investors, among other dodgy business practices later unveiled. Mr. Market tells a tale; Clover went public 8 Jan at $15.90 and closed today at $7.61. Their YahooFinance listing has a long list of law firms filing class-action lawsuits on behalf of shareholders.

Clover may be the leading edge of a SPAC bust. SPACs are losing their luster because there are too many going through, jamming bandwidth at the bank and law firm level. As time ticks by and deals are delayed, the private funders of SPACs are growing squeamish, according to this report in National Review’s Capital Note (yes, National Review has a finance newsletter). “In the past two weeks alone, four blank-check deals have been halted, with SPAC shares declining significantly from their highs early this year. The slowdown follows an influx of short-sellers into the opaque financial vehicles and a sell-off in high-profile SPACs such as Churchill Capital Corp IV.” Reasons why: lower quality of companies available to go public via SPAC–the low hanging ripe fruit has been picked–and the last mile in SPACs, which is PIPE funding (private equity-investment-in-public-equity financing) is getting skittish. The last shoe to drop? The SEC in late March announced an investigation into SPACs, making inquiries into several banks seeking information on their SPAC dealings, which is alluded to near the end of the Rock Health report. CNBC  (Read further down into the NR article for a Harvard Business Review dissection of the boom-bust dynamics of ‘controversial practices’ like reverse mergers as a forecast of what may happen to SPACs. Increased popularity led to increased negativity in reverse mergers.)

And speaking of SPACs...Health tech/digital health eyes are upon what Glen Tullman and the ‘late of Livongo’ team will be doing with their SPAC, Health Assurance Acquisition Corp., which is backed by Hemant Taneja’s General Catalyst, also a former Livongo funder. Brian Dolan, who is now publishing Exits and Outcomes. His opinion is their buy will be Color, formerly Color Genomics: opinion piece is here. Messrs Tullman and Taneja are also leading Transcarent, a company that brings together employers, employees, and providers in a seamless, app-driven integrated care model. Forbes

The cool-off in SPACs may burst a few bubbles in the bath–and that may be all to the good in the long term.

Breaking: Teladoc and Livongo close merger in $18.5 billion deal, staff/board changeovers

Breaking: Today (30 October) Teladoc announced the closing of its merger with Livongo. The release itself is pro forma. The acquisition is interesting in how rapidly it was completed: from ‘git to gone’ in under three months. By contrast, Teladoc’s close on much smaller InTouch Health took eight months. It is, of course, still positioned as a merger, but it is clearly a purchase based on the terms and their branding. (More of Editor Donna’s thoughts on this here and here.) 

Livongo shareholders will receive 0.5920 Teladoc shares plus cash of $11.33 for each Livongo share (including the special dividend declared by Livongo). The Motley Fool did the math and valued it at $18.5 million after the shareholder approval. Current Teladoc shareholders will own 58 percent, with Livongo investors holding 42 percent. Mr. Market continues to be cross, as the day started with TDOC above $215 with the current price (1pm Eastern time) at just above $197, though Teladoc’s 3rd Q earnings were excellent. TDOC’s share price just before the acquisition hovered in the $230s.

This Editor has already noted the reported exodus of many of Livongo’s top management, presumably to the bank: CEO Zane Burke, President Jennifer Schneider, MD, CFO Lee Shapiro (widely conceded as the merger engineer), and SVP of business development Steve Schwartz. David Sides, Livongo’s COO, and Arnnon Geshuri, Cheif (sic) Human Resources Officer, retain their same position as at Teladoc. According to their latest (29 Oct) 8-K, new members of the board effective 19 November will include Glen Tullman (formerly Livongo Executive Chair), Chris Bischoff (Kinnevic AB), Karen L. Daniel, Sandra Fenwick, and Hemant Taneja (General Catalyst, of which more follows).

MedCityNews detailed the above plus that R&D will be headed on an interim basis by Yulun Wang, PhD, who came over from InTouch. Also, a number of Livongo execs (Glen Tullman, Schneider, and three other managers) are putting their new wealth to work for their futures with General Catalyst’s Hemant Taneja, a Livongo backer. An S-1 was filed on 19 October to create a new special-purpose acquisition company with the goal of raising $500 million. Commonly dubbed a ‘blank-check’ company, a SPAC is a public company designed to quickly take a private company public versus the slower process of an IPO. Recent healthcare examples have been Hims Inc. and SOC Telemed

Livongo’s website as to management is already updated and cut over. The Teladoc site does not have a Livongo page other than on press releases and a landing page here. Much remains to be seen in this consolidation of telemedicine and monitoring/coaching, including whether the combined company can deliver on much-needed profits.