‘Neoinsurer’ Oscar Health goes for $100 million IPO; Clover Health’s big SPAC under SEC microscope

February 9, 2021 | by

Oscar Health, one of a number of US ‘insurtech’ or ‘neoinsurance’ private health insurance companies that have nipped at the heels of the Big 9, announced late Friday an IPO on the NYSE. The number of shares and their value is not on the SEC S-1 filing but the estimate of the raise is $100 million. Timing is not disclosed but rumored to be by March or early Q2. The offering is underwritten by Goldman Sachs, Morgan Stanley, and Allen and Company.

Oscar was one of the first to offer members apps, telehealth, and fitness trackers–revolutionary back in 2012 but routine now. Expanding beyond its original base of individual health insurance coverage, it now offers Medicare Advantage and small group coverage in 18 states to over 500,000 members. Oscar remains a virtual-first platform with the majority of its members in Florida, Texas, and California. Oscar makes much of member engagement and its partnerships; 47 percent of its overall subscribing membership and 44 percent of its 55-and-up subscribers are monthly active users. Oscar has also partnered with Cleveland Clinic and other larger insurers like Cigna. 

Financing for Oscar to date is over $1.5 bn. It has tidily grown in geographic coverage, members, and revenue–$1.67 billion in 2020 and $1.04 billion in 2019–no simple feat against the Big 9. Oscar’s problem is profitability–operating losses grew proportionately, $402.3 million (+56% from $259.4 million). Operating expenses also grew by 16 percent. TechCrunch gives additional crunch in the financial analysis (article in part, full paid access). Mobihealthnews

Oscar is one of a few health-tech heavy survivors of insurance companies that bloomed like flowers–and wilted–during and post-Obamacare. Clover Health, which thrived in a slice of the Medicare Advantage market, went the SPAC (blank check) route 8 January with Social Capital Hedosophia Holdings. Now with an enterprise value of approximately $3.7 billion, the SPAC indeed put Clover in the clover [TTA 14 Jan].

But perhaps short-lived. Clover’s SPAC is now being scrutinized by the SEC based on last week’s explosive charges by short-seller maven Hindenburg Research (!). Hindenburg’s research report alleges that Clover “lured retail investors into a broken business” by not disclosing a Department of Justice (DOJ) investigation that started (at least) last fall. Clover countered that the investigation is “routine” since Clover is in the Medicare business. Thus, it was not disclosed by Clover to investors as ‘non-material’. DOJ investigations are far more serious than CMS fines for compliance violations, which are not uncommon. Back in 2016, Clover was fined just over $106,000 by CMS on misleading marketing practices.

In short, DOJ investigations are never routine. They usually are the start point for enhanced claims scrutiny and a concatenation of charges, as WellCare, then a scrappy upstart insurer, found out over six agonizing years, 2006-2012, that were serious enough to send much of top management to Club Fed.  The Hindenburg paper (linked above) details other business practices that if true, are dodgy at best and fuel for further investigations.

The SEC notice of investigation was disclosed by Clover last Friday evening, usually a good time to disclose Bad News. This SPAC may have feet of clay.  PYMNTS.com, CNBC

23andMe will go the SPAC route with Virgin Group in a $3.5 bn valuation

February 5, 2021 | by

Have we reached a peak? 23andMe, the genomic testing and genome research company, has struck gold, oil, and platinum in a merger with ‘blank check’ SPAC (special purpose acquisition company) VG Acquisition Corp. VG was formed by Richard Branson’s Virgin Group for the purposes of the acquisition. By end of Q2, the company will be trading on the NYSE under the ticker symbol ME. The company’s valuation is estimated as $3.5 bn.

23andMe’s SPAC follows on December’s $85 million Series F round, bringing their total funding pre-SPAC to about $900 million. The transaction will result in 23andMe having around $984 million in cash to invest. The deal also includes the private investment in public equity (PIPE) transaction in which Richard Branson and 23andMe founder/CEO Anne Wojcicki will invest $25 million each. There is no disclosure of the status of GSK’s ongoing investment in 23andMe, reportedly 50 percent, and Sequoia Capital’s. 

For 23andMe, this is a massive turnaround–and exit from stagnant private ownership–from their precarious state one year ago, which required layoffs of 14 percent of their staff, about 100 people. While the direct-to-consumer testing for diseases and ancestry model fell apart after holiday 2019 (TTA examined why here), the gold in genomics is monetizing that data with large drug and clinical trial companies for drug discovery and therapies. With GSK, they began clinical trials of a cancer drug last year, as well as licensing its first drug candidate to Spanish dermatology drugmaker Almirall. 

Going public via a SPAC and with a PIPE is definitely a one-up on rival Ancestry.com. Last August, they sold 75 percent of the company to Blackstone Group for $4.7 bn. TechCrunch, Becker’s Health IT, Financial Times

Health tech M&A moves: Well Health’s $45M Series C, GigHealth2/UpHealth’s $1.35 bn ‘blank check’ acquisition

November 26, 2020 | by

Santa Barbara, California-based Well Health, a patient communication platform that connects patients and providers through the care experience including the home, earlier this week announced a $45 million Series C funding round, bringing total funds raised to $75 million since its founding in 2015. The lead investor is Lead Edge Capital, with Martin Ventures plus previous funders Jackson Square Ventures, Health Velocity Capital, Summation Health Ventures, Structure Capital and Freestyle Capital. Their target markets are providers, payers, and accountable care organizations (ACOs). Well Health’s CEO/founder Guillaume de Zwirek, claimed that annually 200,000 healthcare providers use the platform to send more than 1 billion messages with 30+ million patients.

Well Health also announced Dana Gelb Safran, Sc.D. as Senior Vice President, Value Based Care and Population Health. She was previously with Blue Cross Blue Shield of Massachusetts. Well Health release, Mobihealthnews

GigCapital2 Inc., a publicly-traded US special purpose acquisition company (SPAC) or ‘blank check’ company, has agreed to merge with UpHealth Holdings Inc and Cloudbreak Health LLC to create a digital healthcare company valued at $1.35 billion. According to their release, UpHealth is expected to generate over $190M in revenue and $24M in EBITDA next year; 69% of the 2021 incremental revenue growth is already contracted. The combined company will be named UpHealth, Inc. and trade on the NYSE under UPH.

The new company will be organized in four lines across population health management and telehealth: Integrated Care Management, Global Telehealth, Digital Pharmacy, and Tech-enabled Behavioral Health. Global Telehealth under the Cloudbreak brand claims 100,000 encounters per month on over 14,000 video endpoints at over 1,800 healthcare venues nationwide, with telepsychiatry, telestroke, tele-urology, and other specialties.

GigCapital2 previously raised $150 million in an IPO in June 2019. It will raise an additional $160 million as a private investment in a public equity, or PIPE, transaction. GigCapital is located in Palo Alto and is led by CEO/President Dr. Raluca Dinu and Executive Chairman Dr. Avi Katz. The roots of the company are interestingly in the companies ultimately rolled up into GigPeak, which was sold to Newark NJ-based telecom company IDT Corporation in 2017.

‘Blank check’ acquisition companies are becoming a popular way for digital health companies to go public without the fuss and bother of the necessary and expensive filings, SEC review, financing, etc. of an IPO. In August, SOC Telemed went this route in the other direction, acquiring a SPAC [TTA 4 August]. Hims, Augmedix, and Clover Health also went public through SPACs.The former principals of Livongo, post-Teladoc, are also forming a SPAC [TTA 30 Oct]. Reuters, Fierce Healthcare