Introduction
This Amendment No. 3 to the Transaction Statement on Schedule 13E-3 (as originally filed on February 3, 2025 and as amended hereby, and together with all exhibits hereto, this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person” and, collectively, the “Filing Persons”): (1) NeueHealth, Inc., a Delaware corporation (“NeueHealth” or the “Company”); (2) NH Holdings 2025, Inc., a Delaware corporation (“Parent”); (3) NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (4) NH Holdings 2025 SPV, L.P., a Delaware limited partnership of which Parent is a wholly owned subsidiary (“Ultimate Parent”); (5) NH Holdings 2025 GP, LLC, a Delaware limited liability company of which Ultimate Parent is a wholly owned subsidiary (“GP Holdings”); (6) the following investment funds or vehicles affiliated with or managed by New Enterprise Associates (collectively, the “NEA Stockholders”): NEA 18 Venture Growth Equity, L.P., a Delaware limited partnership, New Enterprise Associates 17, L.P., a Delaware limited partnership, New Enterprise Associates 16, L.P., a Delaware limited partnership, New Enterprise Associates 15, L.P., a Delaware limited partnership, NEA 15 Opportunity Fund, L.P., a Delaware limited partnership, NEA BH SPV, L.P., a Delaware limited partnership, and NEA BH SPV II, L.P., a Delaware limited partnership; and (7) NEA Partners 15, L.P., a Delaware limited partnership, NEA Partners 15-OF, L.P., a Delaware limited partnership, NEA 15 GP, LLC, a Delaware limited liability company, NEA Partners 16, L.P., a Delaware limited partnership, NEA 16 GP, LLC, a Delaware limited liability company, NEA Partners 17, L.P., a Delaware limited partnership, NEA 17 GP, LLC, a Delaware limited liability company, NEA Partners 18 VGE, L.P., a Delaware limited partnership, NEA 18 VGE GP, LLC, a Delaware limited liability company, and NEA BH SPV GP, LLC, a Delaware limited liability company. Each of Parent, Merger Sub, Ultimate Parent and GP Holdings is indirectly controlled by investment funds affiliated with NEA.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 23, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger Agreement and the transactions contemplated thereby, including the Merger, are more fully described in the “Proxy Statement” (as hereinafter defined).
In connection with the execution of the Merger Agreement, NH Holdings 2025 SPV, L.P., NH Holdings 2025, Inc., NH Holdings Acquisition 2025, Inc., 15 Angels II LLC, Bessemer Venture Partners IX L.P., Bessemer Venture Partners IX Institutional L.P., Bessemer Venture Partners Century Fund L.P., Bessemer Venture Partners Century Fund Institutional L.P., Robert J. Sheehy, Robert J. Sheehy Revocable Trust Under Agreement Dated May 19, 1993, Town Hall Ventures II, L.P., Town Hall Ventures, L.P., Cigna Health & Life Insurance Company, Cigna Ventures, StepStone VC Global Partners VII-C, L.P., StepStone VC Global Partners VII-A, L.P., StepStone Master G, L.P., AU Special Investments, L.P., StepStone VC Opportunities VI-D, L.P., StepStone VC Opportunities VI, L.P., StepStone VC Opportunities V-D, L.P., StepStone VC Opportunities V, L.P., Stepstone VC Opportunities IV LP, Redpoint Omega II, L.P., Redpoint Omega Associates II, LLC, Future Fund Investment Company No.5 Pty Ltd (ACN 134 338 926), Greycroft Growth II, L.P., SMRS-TOPE LLC, HarbourVest Partners XI Venture Fund L.P., HarbourVest Partners XI Venture AIF L.P., Coturnix SARL, Tetrao SPF, Webster B. Canale 2012 Trust Inherited IRA, Robert A. Canale 2012 Trust Inherited IRA, Canale Family Limited Partnership, CWC Family LP, D. Canale & Co., The Fik Revocable Living Trust, JDC Investments LP, John D. Canale Residuary Trust, Robert Alexander Canale, Christopher W. Canale Sr. IRA, and California State Teachers’ Retirement System (collectively, the “Rollover Holders”) entered into rollover agreements (the “Rollover Agreements”) with Ultimate Parent, Parent and Merger Sub, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, the Rollover Holders have agreed to contribute all of their shares of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), Series A Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (the “Company Series A Preferred Stock”), and/or Series B Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (the “Company Series B Preferred Stock” and, together with the Company Series A Preferred Stock, the “Company Preferred Stock”), to Ultimate Parent immediately prior to the effective time of the Merger (the “Effective Time”) in exchange for the issuance to the Rollover Holders of limited partnership interests in Ultimate Parent. Additionally, certain of the Rollover Holders have agreed pursuant to their respective Rollover Agreements, on the terms and subject to the conditions set forth therein, to vote all of their shares of Company Common Stock and/or Company Preferred Stock in favor of the adoption of the Merger Agreement.
