SEC Form SC 13E3/A filed by Convey Health Solutions Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

(Rule 13E-100)

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

CONVEY HEALTH SOLUTIONS HOLDINGS, INC.

(Name of the Issuer)

Convey Health Solutions Holdings, Inc.

TPG Cannes Aggregation, L.P.

Commodore Parent 2022, LLC

TPG VIII Cannes Holdings, L.P.

TPG Partners VIII, L.P.

TPG GenPar VIII, L.P.

TPG GenPar VIII Advisors, LLC

TPG HC Cannes Holdings, L.P.

TPG Healthcare Partners, L.P.

TPG Healthcare Partners GenPar, L.P.

TPG Healthcare Partners GenPar Advisors, LLC

TPG Global, LLC

Stephen C. Farrell

Timothy Fairbanks

(Names of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

21258C108

(CUSIP Number of Class of Securities)

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: x

INTRODUCTION

This Amendment No. 3 (this “Final Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as originally filed on July 25, 2022, and subsequently amended by Amendment No. 1 filed on August 25, 2022, and Amendment No. 2 filed on September 1, 2022, and as amended hereby, together with all exhibits thereto and hereto, the “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Exchange Act by (a) Convey Health Solutions Holdings, Inc., a Delaware corporation (“Convey”), the issuer of the shares of common stock, par value $0.01 per share (the “Common Stock”), of Convey that are the subject of the Rule 13e-3 transaction; (b) TPG Cannes Aggregation, L.P., a Delaware limited partnership (the “Majority Stockholder”); (c) Commodore Parent 2022, LLC, a Delaware limited liability company and wholly owned, direct subsidiary of the Majority Stockholder (“Parent”); (d) TPG VIII Cannes Holdings, L.P., a Delaware limited partnership; (e) TPG Partners VIII, L.P., a Delaware limited partnership; (f) TPG GenPar VIII, L.P., a Delaware limited partnership; (g) TPG GenPar VIII Advisors, LLC, a Delaware limited liability company; (h) TPG HC Cannes Holdings, L.P., a Delaware limited partnership; (i) TPG Healthcare Partners, L.P., a Delaware limited partnership; (j) TPG Healthcare Partners GenPar, L.P., a Delaware limited partnership, (k) TPG Healthcare Partners GenPar Advisors, LLC, a Delaware limited liability company, (l) TPG Global, LLC, a Delaware limited liability company, (m) Stephen C. Farrell, a natural person and (n) Timothy Fairbanks, a natural person. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”

The Transaction Statement, including this Final Amendment, relates to the Agreement and Plan of Merger, dated June 20, 2022 (the “Merger Agreement”), by and among Convey, Parent and Commodore Merger Sub 2022, Inc., a Delaware corporation and wholly owned, direct subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on October 7, 2022, Merger Sub merged with and into Convey, with Convey continuing as the surviving corporation (the “Surviving Corporation”) and as a subsidiary of Parent (the “Merger”). As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a filing person.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the Merger and to reflect certain updates as detailed below. Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment.

On September 1, 2022, Convey filed a definitive information statement (the “Information Statement”) under Section 14(c) of the Exchange Act relating to the Merger Agreement and the transactions contemplated thereby, including the Merger, and the accompanying Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3. A copy of the Information Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Information Statement. Capitalized terms used but not defined in this Final Amendment have the meanings ascribed to such terms in the Information Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement and the annexes thereto.

All information contained in this Final Amendment, including the Transaction Statement incorporated herein by reference, concerning any of the filing persons has been provided by such filing person and no filing person has produced any disclosure with respect to any other filing persons.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

(a)–(b) and (d) Source of Funds; Conditions; Borrowed Funds. Item 10(a), Item 10(b) and Item 10(d) are hereby amended and supplemented by adding the following language:

Concurrently with the filing of this Final Amendment, Convey is filing with the SEC a Current Report on Form 8-K (the “Form 8-K”), which is incorporated by reference herein as Exhibit (a)(2). Item 1.01 of the Form 8-K is hereby incorporated by reference into this Item 10.

ITEM 15. ADDITIONAL INFORMATION

(c) Other Material Information. Item 15(c) is hereby amended and supplemented by adding the following language:

On June 21, 2022, following the execution of the Merger Agreement, the Majority Stockholder, which as of June 20, 2022 (the record date for the determination of the stockholders of Convey entitled to vote on the adoption of the Merger Agreement) beneficially owned more than a majority of the issued and outstanding shares of Common Stock and more than a majority of voting power of capital stock of Convey, delivered to Convey a written consent adopting, approving and ratifying in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”).

On October 7, 2022, Convey and Parent filed a Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”), pursuant to which the Merger became effective (such time, the “Effective Time”). As a result of the Merger, Convey became a subsidiary of Parent.

At the Effective Time, pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $10.50 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). However, the Merger Consideration was not paid in respect of (a) any shares that were owned by Convey and not held on behalf of third parties and any shares that were owned by the stockholders of Convey who did not vote in favor of the Merger Agreement or the Merger (or consent thereto in writing) and who have demanded and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law, in each case, that were issued and outstanding immediately prior to the Effective Time and (b) the Rollover Shares and each share issued and outstanding immediately prior to the Effective Time that was owned by a the Majority Stockholder, Parent or Merger Sub, which, in the case of the shares described in clause (b), were converted into 0.01 shares of common stock, par value $0.01 per share, of the Surviving Corporation (the “Surviving Corporation Common Stock”).

Additionally, at the Effective Time:

Prior to the opening of trading on October 7, 2022, Convey notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and that the Certificate of Merger had been filed, and requested that the NYSE suspend trading of Common Stock on the NYSE prior to the opening of trading on October 7, 2022. Convey also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Common Stock from the NYSE and deregistration of such shares under Section 12(b) of the Exchange Act. As a result, shares of Common Stock will no longer be listed on the NYSE.

In addition, Convey intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of Common Stock under Section 12(g) of the Exchange Act and the suspension of Convey’s reporting obligations under Section 13 of the Exchange Act with respect to all shares of Common Stock.

On October 7, 2022, Convey and Parent issued a joint press release announcing the closing of the Merger. The press release is attached as Exhibit 99.1 to the Form 8-K, and is incorporated by reference herein as Exhibit (a)(3).

ITEM 16. EXHIBITS

* Previously filed.

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of October 7, 2022