Filing Overview
Registrant: Oaktree Acquisition Corp. (OAC), a special purpose acquisition company; the filing does not represent a periodic financial report by Hims & Hers Health, Inc.
Report date: October 1, 2020. The filing furnishes a transcript of a conference call regarding OAC’s proposed business combination with Hims, Inc. under the merger agreement dated September 30, 2020.
Business Context and Transaction
- OAC proposed acquiring Hims pursuant to the merger agreement, with the resulting public-company structure expected to include Hims’ business.
- The conference call transcript is furnished as Exhibit 99.1 under Regulation FD.
- OAC stated that it intended to file a Form S-4 containing a proxy statement/prospectus for shareholder consideration of the transaction.
- The filing provides no historical financial statements or clear values for revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics.
Material Changes and Outlook
- No completed transaction, financial results, or operating changes are reported in this filing.
- Forward-looking statements referenced the expected timing and benefits of the transaction, Hims’ future revenue, pro forma enterprise value, cash balance, market opportunities, and future operating performance. The filing text does not provide clear numerical guidance for these items.
- Completion remained subject to shareholder approval, satisfaction of closing conditions, minimum trust-account requirements after any redemptions, applicable regulatory matters, and potential stock-exchange listing requirements.
Risks, Contingencies, and Unusual Items
- The merger agreement could be terminated, and legal proceedings could arise following announcement of the transaction.
- Risks included transaction costs, disruption to Hims’ operations, inability to realize anticipated benefits, competition, profitable growth execution, retention of key personnel, and changes in laws or regulations.
- Hims was described as having a limited operating history and operating in a significantly regulated sector.
- Expansion into additional markets, including women’s health, might not succeed.
- The communication was not an offer to sell or solicitation to purchase securities. The furnished materials are not deemed filed for Exchange Act Section 18 liability purposes and are not incorporated by reference into other filings.
Investor Verification Items
- Review the definitive merger agreement and subsequent Form S-4/proxy statement for transaction consideration, capitalization, pro forma financial information, and closing conditions.
- Verify the minimum trust-account requirement, potential shareholder redemptions, financing arrangements, and resulting cash balance.
- Review Hims’ historical and projected revenue, profitability, cash flow, margins, debt, liquidity, and key operating metrics when provided in subsequent filings.
- Assess regulatory, legal, competitive, market-expansion, and execution risks described in the Form S-4 and related filings.