Business Context and Reporting Period
Filing: Form 8-K filed by Oaktree Acquisition Corp. on November 24, 2020, under Item 7.01 (Regulation FD disclosure) and Item 9.01(d).
Oaktree Acquisition Corp. had entered into a merger agreement with Hims, Inc. and Rx Merger Sub, Inc. on September 30, 2020. The proposed business combination was intended to combine Oaktree and Hims. The filing announced the appointment of Lynne Chou O’Keefe and David Wells to Hims’ board of directors, with the expectation that they would continue on the combined company’s board after closing.
Financial Metrics and Capitalization
The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics. It references expected future revenue, pro forma enterprise value, and cash balance as forward-looking matters but does not quantify them in the filing text.
Material Changes Versus the Prior Comparable Period
No period-over-period financial results or comparable-period changes are reported. The material development is the addition of two Hims directors in connection with the pending business combination.
Guidance, Outlook, Risks, and Unusual Items
- The transaction remained subject to shareholder approval and other closing conditions, including maintaining the required minimum trust account amount after any shareholder redemptions.
- The definitive proxy statement/prospectus and related filings were expected to provide additional information about Oaktree, Hims, and the proposed transaction.
- Identified risks include termination or restructuring of the merger, legal proceedings, failure to satisfy regulatory or stock-exchange requirements, transaction costs, disruption to Hims’ operations, and inability to realize anticipated benefits.
- Additional business risks include Hims’ limited operating history, significant governmental regulation, competition, challenges in managing profitable growth, retention of key personnel, and potential difficulty expanding into markets such as women’s health.
- The filing contains customary forward-looking statement disclaimers and does not constitute an offer to sell securities or a solicitation of a vote.
Important Facts for Investors to Verify
- Review the definitive proxy statement/prospectus and subsequent SEC filings for transaction terms, valuation, pro forma financial information, projected revenue, and expected cash balance.
- Verify whether Oaktree shareholders approved the transaction and whether all closing conditions, including redemption-related trust-account requirements, were satisfied.
- Confirm the final composition of the combined company’s board and management.
- Assess Hims’ financial performance, liquidity, regulatory exposure, competitive position, and expansion plans using the relevant registration statement and subsequent reports.