Filing Overview
Registrant: Oaktree Acquisition Corp. (OAC), regarding its proposed business combination with Hims, Inc. The Form 8-K was filed on November 2, 2020, under Item 7.01 (Regulation FD disclosure) and Item 9.01(d).
The filing furnishes an investor presentation dated November 2020 that OAC and Hims prepared for presentations to research analysts. The presentation itself is referenced as Exhibit 99.1 but is not included in the provided filing text.
Financial and Operating Metrics
The provided filing text does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, EBITDA, or other operating metrics. It states that the investor presentation may reference non-GAAP measures, including EBITDA, but does not provide the underlying figures in the text supplied.
Material Changes and Transaction Status
- OAC and Hims were pursuing a proposed business combination under an Agreement and Plan of Merger involving OAC, Rx Merger Sub, Inc., and Hims.
- OAC had filed a Form S-4 registration statement containing a proxy statement/prospectus related to the transaction.
- The definitive proxy statement/prospectus had not yet been mailed as of the filing date and remained subject to SEC review and other transaction conditions.
- Completion depended on shareholder approval, satisfaction of closing conditions, applicable regulatory requirements, stock exchange listing standards, and maintaining the required minimum trust account amount after any redemptions.
Outlook, Risks, and Unusual Items
The filing contains forward-looking statements concerning the expected timing and benefits of the transaction, Hims’ future revenue, pro forma enterprise value, cash balance, market opportunities, competitive environment, and future performance. No specific guidance figures are provided in the filing text.
- Key risks include termination of the merger agreement, litigation, failure to obtain shareholder or regulatory approvals, transaction-related costs, and changes to the proposed transaction structure.
- Additional risks include failure to meet listing standards, disruption to Hims’ operations, inability to realize anticipated transaction benefits, competition, growth-management challenges, customer and supplier retention, and loss of key personnel.
- Hims is described as having a limited operating history and operating in a significantly regulated industry.
- Expansion into additional markets, including women’s health, may not be successful.
- Any referenced non-GAAP financial information is described as unaudited, nonstandardized, and potentially not compliant with SEC Regulation S-X presentation requirements.
Investor Verification Priorities
- Review Exhibit 99.1 and the Form S-4 for Hims’ historical and projected revenue, profitability, EBITDA, cash balance, and other transaction metrics.
- Verify the transaction structure, expected closing date, shareholder approval requirements, redemption mechanics, and minimum trust account condition.
- Review the definitive proxy statement/prospectus and related amendments for updated merger terms, dilution, valuation, and ownership information.
- Assess Hims’ regulatory, competitive, operating-history, expansion, and litigation risks described in the S-4 and applicable risk factors.
- Distinguish unaudited or non-GAAP projections from GAAP financial information and determine whether definitions reconcile to comparable GAAP measures.