Benefytt Technologies, a health insurance technology company and leading distributor of Medicare-related health insurance plans, announced that funds affiliated with Madison Dearborn Partners, LLC (the “MDP Funds”) have completed their previously disclosed acquisition of Benefytt. The Company will maintain its brand name and build upon its tech-first mission to help consumers connect with Medicare and other health and life insurance products. Gavin Southwell will continue to serve as the Chief Executive Officer of Benefytt, and the Company will remain headquartered in Tampa, Fla.
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The closing of the transaction follows the successful completion of the MDP Funds’ purchase of the majority of Benefytt’s outstanding shares of common stock for $31.00 per share in an all-cash tender offer (the “Tender Offer”). The Tender Offer expired at one minute after 11:59 p.m. Eastern Time on August 20, 2020. A total of 13,576,316 shares of Benefytt’s Class A common stock were validly tendered and not withdrawn (including 1,721,795 shares tendered by guaranteed delivery) pursuant to the terms of the definitive agreement for the acquisition (the “Merger Agreement”), representing approximately 95.2% of Benefytt’s outstanding shares. No shares of Benefytt’s Class B common stock were outstanding upon the expiration of the Tender Offer. All shares tendered in the Tender Offer have been accepted for payment by Daylight Beta Corp. (“Purchaser”), a wholly owned subsidiary of the MDP Funds, and Purchaser will promptly make payment for such tendered shares. The transaction was completed through the consummation of a merger pursuant to which the MDP Funds purchased all remaining outstanding shares of Benefytt’s Class A common stock at a per share price equal to the Tender Offer price.
Gavin Southwell, Benefytt’s Chief Executive Officer and President, commented, “Today’s closing is an important milestone in Benefytt’s ongoing work to become a premier health insurance technology company. As we enter this next phase, the entire Benefytt team looks forward to drawing upon Madison Dearborn’s deep expertise in the insurance technology and health care industries to drive our transformation strategy forward.”
Vahe Dombalagian, a Managing Director on Madison Dearborn’s Financial & Transaction Services team, added, “In this ever-changing market for Medicare-related plans and services, Benefytt’s approach offers consumers a highly personalized and accessible enrollment experience. We are excited to build on Benefytt’s technology-driven model and support Gavin and the rest of the management team as they continue to lead Benefytt’s strategic transformation and product diversification.”
As a result of the completion of the acquisition, Benefytt is now a private company, substantially owned by the MDP Funds, and is no longer listed on the Nasdaq Global Select Market.
Weil, Gotshal & Manges LLP served as legal advisor to Benefytt and BofA Securities acted as exclusive financial advisor. Kirkland & Ellis LLP served as legal advisor to the MDP Funds and SunTrust Robinson Humphrey, Inc. acted as financial advisor. Committed financing for the transaction was provided by Truist Bank, Regions Bank, RBC Capital Markets and TD Bank.
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