As filed with the Securities and Exchange Commission on October 19, 2021.

Registration No. 333-259884

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 4

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Ensemble Health Partners, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		8741		87-1108557
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

11511 Reed Hartman Highway

Cincinnati, Ohio 45241

(704) 765-3715

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Judson Ivy

Chief Executive Officer

Ensemble Health Partners, Inc.

11511 Reed Hartman Highway

Cincinnati, Ohio 45241

(704) 765-3715

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Thomas Holden Eric Issadore Ropes & Gray LLP 3 Embarcadero Center San Francisco, California 94111 (415) 315-2355		Michael Benjamin Shagufa Hossain Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200

 

 

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and” emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐				Accelerated filer		☐
Non-accelerated filer		☒				Smaller reporting company		☐
						Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Shares to be Registered(1)		Proposed Maximum Aggregate Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee
Class A common stock, $0.001 par value per share		33,925,000		$22.00		$746,350,000		$70,826.65(3)

(1)	Includes 4,425,000 shares of Class A common stock that may be sold if the underwriters’ option to purchase additional shares is exercised.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)	The registrant previously paid $10,910 of this amount in connection with a prior filing of this registration statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to completion, dated October 19, 2021

PRELIMINARY PROSPECTUS

29,500,000 SHARES

ENSEMBLE HEALTH PARTNERS, INC.

CLASS A COMMON STOCK

$                per share

 

 

This is an initial public offering of shares of Class A common stock of Ensemble Health Partners, Inc. We are selling 29,500,000 shares of our Class A common stock. We currently expect the initial public offering price to be between $19.00 and $22.00 per share.

Prior to this offering, there has been no public market for shares of our Class A common stock. We have applied for listing of our common stock on the Nasdaq Global Select Market (the “Exchange”) under the symbol “ENSB.”

We intend to use the net proceeds from the sale of 29,500,000 shares of Class A common stock in this offering to (a) purchase directly or indirectly (i) 22,000,000 newly-issued common units, which we refer to as “LLC Units,” of Ensemble Health Partners Holdings, LLC and (ii) 4,672,900 issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners (as defined below) (or 7,310,701 LLC Units and an equal number of shares of Class B common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a purchase price per unit equal to the initial public offering price per share of Class A common stock, less underwriting discounts and commissions, (b) pay $54,768,003 to the Continuing Corporate Owner (as defined below) which represents cash proceeds for 2,827,100 of the issued and outstanding LLC Units that the Company indirectly acquired in connection with the merger of a former corporate subsidiary of the Company with GGCOF EHL Blocker, LLC and (c) assuming the underwriters exercise in full their option to purchase additional shares of Class A common stock, to repurchase 1,787,198 shares of Class A common stock from the Continuing Corporate Owner. We refer to the holders of LLC Units following the closing of this offering (other than the Company and our subsidiaries) as “Continuing LLC Owners.” We refer to those of our pre-initial public offering (“pre-IPO”) investors and certain of their affiliates who will receive shares of Class A common stock in connection with the Reorganization Transactions (as defined herein) and who do not hold LLC Units as the “Continuing Corporate Owner,” and together with the Continuing LLC Owners, as “Continuing Owners.”

We have two classes of authorized common stock: the Class A common stock offered hereby and Class B common stock, each of which is entitled to one vote per share. The Continuing LLC Owners will own all of our shares of Class B common stock, on a one-to-one basis with the number of LLC Units they own. Each LLC Unit will be exchangeable for (1) one share of Class A common stock or, at our option, cash (based on the market price of our Class A Common stock), and we will cancel a share of Class B common stock held by the exchanging member in connection therewith and (2) payments of additional amounts pursuant to a tax receivable agreement. Immediately following this offering, the holders of shares of our Class A common stock issued in this offering collectively will hold 51.6% of the economic interests in us and 16.7% of the voting power in us, the Continuing Corporate Owner, through their ownership of shares of Class A common stock, collectively will hold 48.2% of the economic interests in us and 15.6% of the voting power in us, and the Continuing LLC Owners, through their ownership of shares of Class A common stock and all of the outstanding Class B common stock, collectively will hold the remaining 0.2% of the economic interest in us and the remaining 67.7% of the voting power in us. We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will be the LLC Units we directly and indirectly hold, representing an aggregate 32.3% economic interest in Ensemble Health Partners Holdings, LLC. The Continuing LLC Owners through their ownership of LLC Units will own the remaining 67.7% economic interest in Ensemble Health Partners Holdings, LLC.

After the completion of this offering, Golden Gate Capital and Bon Secours Mercy Health Innovations LLC (“Innovations”, and together with Golden Gate Capital, our “Sponsors”) will continue to have significant influence over us, including control over decisions that require the approval of stockholders. After the completion of this offering, we will qualify as a “controlled company” within the meaning of the corporate governance standards of the Exchange. See “Risk factors - Risks related to this offering and ownership shares of our common stock”.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

 

 

Investing in our Class A common stock involves risk. See “Risk factors” beginning on page 28.

 

 

 

		Per Share				Total
Initial public offering price		$				$
Underwriting discounts and commissions(1)		$				$
Proceeds before expenses		$				$

 

(1)	We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting” for additional information regarding underwriting compensation.

At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 2% of the shares offered by this prospectus for sale to some of our and our clients’ directors, officers, employees and affiliates. See “Underwriting—Reserved share program.”

To the extent that the underwriters sell more than 29,500,000 shares of our Class A common stock, we have granted the underwriters the option to purchase up to 4,425,000 additional shares of our Class A common stock at the initial public offering price less the underwriting discount.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock to our investors on or about             , 2021.

 

Goldman Sachs & Co. LLC		BofA Securities		Deutsche Bank Securities		Guggenheim Securities

Credit Suisse		Evercore ISI		Wells Fargo Securities		SVB Leerink

Baird		William Blair
Academy Securities		Loop Capital Markets

 

 

Prospectus dated                     , 2021

Table of contents

 

Prospectus summary			1
The offering			19
Risk factors			28
Cautionary note regarding forward-looking statements			62
The reorganization transactions			63
Use of proceeds			68
Dividend policy			70
Capitalization			71
Dilution			73
Unaudited pro forma consolidated financial information			76
Management’s discussion and analysis of financial condition and results of operations			89
Business			108
Management			128
Executive compensation			136
Certain relationships and related party transactions			152
Principal stockholders			157
Description of certain indebtedness			159
Description of capital stock			163
Shares eligible for future sale			167
Material U.S. federal income and estate tax considerations for non-U.S. holders			170
Underwriting			174
Legal matters			182
Experts			182
Where you can find more information			182
Index to financial statements			F-1

Through and including                 , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. Neither we nor the underwriters have authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give you. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

For investors outside of the United States: neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and observe any restrictions relating to, this offering of the shares of our common stock and the distribution of this prospectus and any such free writing prospectus outside of the United States.

 

i

Industry and market data

Within this prospectus, we rely on and refer to market data and certain industry forecasts that were obtained from third-party surveys, market research, consultant surveys, publicly available information, and industry publications and surveys. In some cases, the information has been developed by us for purposes of this offering based on our existing data and is believed by us to have been prepared in a reasonable manner. Other industry and market data included in this prospectus are from internal analyses based upon data available from known sources or other proprietary research and analysis. We believe this data to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because it cannot always be verified due to the limitations on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable.

Throughout this prospectus, all references to Client NPR refer to our clients’ net patient revenue, an operational measure widely used by healthcare providers to report net revenue earned from the provision of services to patients from sources such as Medicare, Medicaid, commercial insurance and private pay. Furthermore, Client NPR under management represents, as of a specific date, the aggregate annual Client NPR that we are contracted to collect on behalf of our end-to-end clients. Client NPR and Client NPR under management are not measures of revenue earned by or otherwise payable to us, and do not otherwise measure our own financial performance.

Trademarks, trade names and service marks

We own or have rights to trademarks, trade names and service marks that we use in connection with the operation of our business, including “EIQ,” “Ensemble Health Partners,” “Results Start Here,” and various other marks. Solely for convenience, the trademarks, trade names and service marks referred to in this prospectus are listed without the ^®, ^SM and ^TM symbols, but we will assert our rights to our trademarks, trade names and service marks to the fullest extent under applicable law.

Basis for presentation

Pursuant to a Securities Purchase Agreement, dated May 29, 2019, on August 1, 2019, funds advised by Golden Gate Capital obtained a majority interest in Ensemble Health Partners Holdings, LLC (the “Golden Gate Capital Acquisition”). Unless the context requires otherwise, references in this prospectus to the “Company,” “we,” “us,” “our,” and “Ensemble” (i) for the period from January 1, 2019 to July 31, 2019 (the “2019 Predecessor period”), refer to Ensemble RCM, LLC, (ii) for the periods from August 1, 2019 to December 31, 2019 (the “2019 Successor period”) and from January 1, 2020 prior to giving effect to the Reorganization Transactions described under “The reorganization transactions,” refer to Ensemble Health Partners Holdings, LLC and its subsidiaries, and (iii) after giving effect to the Reorganization Transactions, refer to Ensemble Health Partners, Inc. and its consolidated subsidiaries. The financial results of Ensemble Health Partners Holdings, LLC and its subsidiaries will be consolidated in the financial statements of Ensemble Health Partners, Inc. following this offering. We have included the historical financial statements of Ensemble Health Partners, Inc. in this prospectus. Ensemble Health Partners, Inc. has engaged to date only in activities in contemplation of this offering and has had no operations or assets prior to the completion of the Reorganization Transactions. Following the completion of this offering, Ensemble Health Partners, Inc. will be a holding company, and its principal asset will be common units of Ensemble Health Partners Holdings, LLC (“LLC Units”), all of which will be held directly or indirectly through holding companies. Accordingly, following the completion of this offering, we intend to include the financial statements of Ensemble Health Partners, Inc. in our periodic reports and other filings as required by applicable law and the rules and regulations

 

ii

of the Securities and Exchange Commission (the “SEC”). See “Management’s discussion and analysis of financial condition and results of operations” for more information.

This prospectus also includes unaudited consolidated pro forma financial information in order to reflect, on a pro forma basis, the impact of the Reorganization Transactions and as further adjusted for this offering, on the historical financial information of Ensemble Health Partners Holdings, LLC and its subsidiaries. See “Unaudited pro forma consolidated financial information.”

 

iii

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

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19

 

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27

RISK FACTORS

This offering and investing in shares of our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our Class A common stock. If any of the following risks actually occurs, our business, prospects, results of operations, and financial condition could suffer materially, the trading price of our Class A common stock could decline, and you could lose all or part of your investment. Please also see “Cautionary note regarding forward-looking statements.”

Risks related to our business and industry

If we are unable to retain and grow our existing customers, or to attract new customers, our financial condition will suffer.

Our success depends upon our ability to retain and grow our customers and to acquire new customers. Our five largest clients made up approximately 78% of our accounts receivable balance as of June 30, 2021 and December 31, 2020, and represented approximately 80% of our service net revenue for both the six months ended June 30, 2021 and the year ended December 31, 2020. A significant portion of this revenue relates to our largest customer, BSMH. See “—Risks related to Bon Secours Mercy Health—Healthcare providers affiliated with BSMH currently account for a significant portion of our net services revenue. The early termination of the BSMH Agreement, or any significant loss of business from any of our other large customers, would have a material adverse effect on our business, results of operations, and financial condition.” We derive our revenue primarily from customer agreements pursuant to which we typically receive both a base fee equal to a percentage of cash collections for our customers and incentive fees upon achievement of certain performance targets. Our end-to-end contracts typically have a term of 5-10 years and our average contract length is 8 years. Customers can elect not to renew their agreements with us upon expiration and certain customers can terminate their agreements with us for convenience, subject to a notice period and payment of applicable termination fees. If a customer agreement is not renewed or is terminated early for any reason, we would not derive the full financial benefits that we would expect to derive by serving that customer for the entire term of their agreement.

Our customers are heavily regulated and, as a result, our customer agreements generally require us to adhere to extensive, complex data security, network access, and other institutional procedures and requirements of our customers that we may not be able to comply with or that a customer may allege we have violated. If we breach a customer agreement or, for certain of our customer agreements, fail to perform in accordance with contractual service levels, we may be liable to the customer for damages, and either we or the customer may generally terminate an agreement for a material uncured breach by the other. In addition, financial issues or other changes in customer circumstances, such as a customer change in control (including as a result of increasing consolidation within the healthcare provider industry), may cause us or the customer to seek to modify or terminate their agreement with us.

Increasing consolidation within the healthcare provider industry may also make it more difficult for us to acquire new customers, as consolidated healthcare systems may have incumbent revenue cycle management providers or may possess, acquire or develop significant internal revenue cycle capabilities. Additionally, other factors that may impair our ability to attract new customers include, among others, decreased industry interest in end-to-end solutions, a weakening of our reputation in the industry or our inability to match or exceed the value proposition offered by our existing or future competitors.

 

28

We may not be able to maintain or increase our profitability, and our recent growth rates may not be indicative of our future growth rates.

We may not succeed in maintaining our profitability on an annual basis and could incur quarterly or annual losses in future periods. We expect to incur additional operating expenses associated with being a public company and we intend to continue to increase our operating expenses as we grow our business. We also expect to continue to make investments in our proprietary technology, sales and marketing, infrastructure, facilities, and other resources as we expand our operations, thus incurring additional costs. If our revenue does not increase to offset these increases in costs, our operating results would be negatively affected. You should not consider our historic revenue and net income growth rates as indicative of future growth rates. Accordingly, we cannot assure you that we will be able to maintain or increase our profitability in the future.

Each of the risks described in this “Risk factors” section, as well as other factors, may affect our future operating results and profitability. For example, factors that may affect our future operating results and profitability include:

 

•

the extent to which our service offerings achieve and maintain market acceptance;

 

•

the failure of our existing customers to renew their revenue cycle management service contracts with us upon expiration;

 

•

the length of our sales, contracting and implementation cycles for new customers;

 

•

changes in customer procurement policies;

 

•

the financial condition of our current and potential customers;

 

•

the amount and timing of incentive payments we receive from our customers for improving cash collections through reduced claims denial rates and improved point-of-service collections;

 

•

the amount and timing of reductions in our customers’ revenue cycle costs that we are able to achieve;

 

•

a failure to comply with governmental and other rules and regulations;

 

•

reputational damage from poor service or a failure to comply with rules and regulations that impairs our ability to retain existing customers and/or acquire new customers;

 

•

our ability to hire and retain qualified personnel to meet the needs of our growing business;

 

•

a significant or sustained disruption in our operations, which negatively impacts our ability to bill and collect the cash for our clients’ services;

 

•

the entry of new competitors and the introduction of superior or more economical service offerings by new or existing competitors;

 

•

changes in the regulatory environment related to healthcare and reimbursement for healthcare services;

 

•

changes in the healthcare system, which may be driven by changes in the political climate or other factors outside of our control;

 

•

changes in the location and types of providers where procedures are performed and care is given which shifts volumes away from our customers;

 

•

a significant or sustained disruption in payor behavior which defers our ability to collect cash for our client’s services;

 

•

regulatory compliance costs;

 

•

litigation involving our company;

 

29

•

the timing, size, and integration success of potential future acquisitions; and

 

•

changes in general economic, industry, and market conditions.

The market for integrated, end-to-end revenue cycle solutions may develop more slowly than we expect.

Our success depends, in part, on the willingness of hospitals, physicians, and other healthcare providers to implement integrated, end-to-end revenue cycle solutions. Some hospitals may be reluctant or unwilling to implement our solution for a number of reasons, including failure to perceive the need for improved revenue cycle operations and lack of knowledge about the potential benefits our solution provides. Even if potential customers recognize the need for improved revenue cycle operations, they may not select an integrated, end-to-end revenue cycle solution such as ours because they previously have made investments in other solutions or internally developed solutions and choose to continue to rely on those solutions. As a result, the market for integrated, end-to-end revenue cycle solutions may develop more slowly than we expect, which could adversely affect our revenue and our ability to maintain or increase our profitability.

If we fail to manage future growth effectively, our business would be harmed.

We have expanded our operations significantly since inception and anticipate expanding further. For example, our net revenue increased by $24.4 million from combined year 2019 (including the Predecessor period and Successor period) to 2020, and the number of our full-time employees increased from approximately 2,000 at December 31, 2018 to over 6,200 as of December 31, 2020. Additionally, we have experienced significant growth in the number of our managed associates who are employed by our clients. This growth has placed significant demands on our management, infrastructure, and other resources. To manage future growth, we will need to hire, integrate, and retain highly skilled and motivated employees. We will also need to continue to improve our financial and management controls, reporting systems, and procedures. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or maintain high-quality service offerings.

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

We are continually executing a number of growth initiatives, strategies, and operating plans designed to enhance our business. We may not be able to successfully complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve or it may be more costly to do so than we anticipate. A variety of factors could cause us not to realize some or all of the expected benefits. These factors include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies, and operating plans, increased difficulty and cost in implementing these efforts, including difficulties in complying with new regulatory requirements and the incurrence of other unexpected costs associated with operating the business. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies, and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, financial condition, and results of operations may be materially adversely affected.

 

30

We operate in a highly competitive industry, and our current or future competitors may be able to compete more effectively than we do, which could have a material adverse effect on our business, revenue, growth rates, and market share.

The market for our solutions is highly competitive, and we expect competition to intensify in the future. The rapid changes in the U.S. healthcare market due to financial pressures to reduce the growth in healthcare costs and from regulatory and legislative initiatives are increasing the level of competition. We face competition from health system internal RCM departments, new industry entrants, and existing competitors, some of whom are larger and have more resources than we do. Our competitors include end-to-end RCM providers, software vendors, and other technology-supported RCM business process outsourcing companies, traditional consultants, and information technology outsourcers. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, regulations, or customer requirements. We may not be able to compete successfully with these companies, and these or other competitors may introduce technologies or services that render our technologies or services obsolete or less marketable. Even if our technologies and services are more effective than the offerings of our competitors, current or potential customers might prefer competitive solutions to our solutions. Increased competition is likely to result in pricing pressures, which could adversely affect our margins, growth rate, or market share. Even if we have a good relationship and strong performance history with the customer, open and competitive bidding practices mean we may not be awarded the renewal business or may have to aggressively price our services to be successful.

We face a variable selling cycle to secure new customer contracts, making it difficult to predict the timing of specific new customer relationships.

We face a selling cycle of variable length, typically spanning six to 18 months or longer, to secure a new customer contract. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in entering into a contract with that customer. In addition, we cannot accurately predict the timing of entering into contracts with new customers, and the scope of new contracts, due to the complex procurement decision processes of most healthcare providers, which often involves high-level management or board committee approvals. Due to our variable selling cycle length, we have only a limited ability to predict the timing of specific new customer relationships, which could significantly impact our performance and results of operations. In periods which we add new customers, our operating costs are typically higher because we incur expenses to implement our operating model at those customers.

If we do not continue to innovate and provide offerings that are useful to customers that achieve and maintain market acceptance, we may not remain competitive, and our revenue and results of operations could suffer.

Our success depends on our ability to keep pace with technological developments, satisfy increasingly complex customer requirements, and achieve and maintain market acceptance on our existing and future offerings in the rapidly evolving market for healthcare in the United States. Our competitors are constantly developing products and services that may become more efficient or appealing to our customers. As a result, we must continue to invest significant resources in order to enhance our existing offerings and introduce new offerings that customers and members will want, while offering our existing and future offerings at competitive prices. If we are unable to predict customer preferences or industry changes, or if we are unable to modify our existing and future offerings on a timely or cost-effective basis, we may lose customers. If we are not successful in demonstrating to existing and potential customers the benefits of our existing and future offerings, our revenue may decline or we may fail to increase our revenue in line with our forecasts. Our results of operations and performance also would suffer if our innovations are not responsive to the needs of our customers, are not timed to match the corresponding market opportunity, or are not effectively brought to market.

 

31

Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.

Our services involve the storage and transmission of customers’ proprietary information and protected health, financial, payment, and other personal information of patients. As a result, our customers are particularly sensitive to the handling of their information and demand that it be appropriately secured. We rely on proprietary and commercially available systems, software, tools, and monitoring, as well as other processes, to provide security for processing, transmission, and storage of such information. Due to the sensitivity of this information, the effectiveness of such security efforts is very important. If our security measures or our customers’ security measures are breached or fail as a result of third-party action, employee error, malfeasance, or otherwise, an unauthorized actor may be able to obtain access to customer or patient data. Additionally, if we experience a denial of service, we may be unable to provide service to our clients. Improper activities by third parties, advances in computer and software capabilities and encryption technology, new tools and discoveries, and other events or developments may facilitate or result in a compromise or breach of our computer systems. Attacks upon information technology systems are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise. As a result of the COVID-19 pandemic, we and our customers may also face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. Techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not recognized until launched against a target, and we and our customers may be unable to anticipate these techniques or to implement adequate preventive measures. Our security measures may not be effective in preventing these types of activities, and the information technology security measures of our third-party data centers and service providers may not be adequate. We may also experience security breaches that may remain undetected for an extended period.

We and our customers could suffer material losses in the future as a result of cyber attacks, and we are not able to predict the severity of these attacks. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the ongoing shortage of qualified cyber security professionals, and the interconnectivity and interdependence of third parties to our systems. The occurrence of a cyber attack, breach, unauthorized access, misuse, computer virus or other malicious code, or other cyber security event could jeopardize or result in the unauthorized disclosure, gathering, monitoring, misuse, corruption, loss, or destruction of confidential information that belongs to us or our customers or protected health information (“PHI”) that is processed and stored in, and transmitted through, our computer systems and networks. The occurrence of such an event could also result in damage to our software, computers, or systems, or otherwise cause interruptions or malfunctions in our, our customers’, or third parties’ operations. If a breach of our or our customers’ information technology security occurs, we could face significant reputational harm with our customers, damages for contract breach, penalties for violation of applicable laws or regulations, possible lawsuits by individuals affected by the breach, and significant remediation costs and efforts to prevent future occurrences.

Although we currently carry insurance coverage to protect ourselves against some of these risks, it may not be sufficient to cover all of our costs and would not cover any reputational harm. In addition, our inability to continue to obtain such insurance coverage at reasonable costs could also have a material adverse effect on us. In addition, whether there is an actual or a perceived breach of our information technology security, the market perception of the effectiveness of our security measures could be harmed, and we could lose current or potential customers.

 

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Delayed or unsuccessful implementation of our technologies or services with our customers or implementation costs that exceed our expectations may harm our financial results.

To implement our solutions, we work with our customer’s existing vendors, management, and staff and layer our proprietary technology applications on top of the customer’s existing patient accounting and clinical systems. Each customer’s situation is different, and unanticipated difficulties and delays may arise, such as delays in, or the inability to, obtain approvals or access rights from our customers’ vendors. If the implementation process is not executed successfully or is delayed, our relationship with the customer may be adversely affected and our results of operations could suffer. Implementation of our solutions also requires us to integrate our own employees into the customer’s operations. Individual customer’s circumstances or a combination of customer’s circumstances may require us to devote a larger number of our employees than anticipated, which could increase our costs and harm our financial results.

We have a substantial amount of indebtedness. The agreement that governs our indebtedness contains covenants that impose restrictions on our ability to operate.

We have a substantial amount of indebtedness. As of June 30, 2021, our total debt outstanding under our term loan was approximately $1,441.3 million and additional unused borrowing capacity under our revolving credit facility was $75 million. The loan agreement for this indebtedness contains certain customary representations and warranties, affirmative and negative financial covenants, indemnity obligations, and events of default. These covenants could have important consequences to us, including:

 

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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions, business growth, or other purposes may be impaired or such financing may not be available on favorable terms, or at all;

 

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a springing financial covenant test and leverage-based negative covenants contained in the debt agreement require us to meet financial tests that may affect our flexibility in planning for, and reacting to, changes in our business, including possible acquisition opportunities;

 

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we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations and future business opportunities; and

 

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our debt level makes us more vulnerable to competitive pressures or a downturn in our business or the economy generally.

Our ability to comply with the provisions of the debt agreement may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our debt repayment obligations.

If we lose key personnel or if we are unable to attract, hire, integrate, and retain key personnel, and other necessary employees, our business would be harmed.

Our future success depends in part on our ability to attract, hire, integrate, and retain key personnel. Our future success also depends on the continued contributions of our executive officers and other key personnel, each of whom may be difficult to replace. In particular, Judson Ivy, our founder, president and chief executive officer, is critical to the management of our business and operations, and the development of our strategic direction. The loss of services of Mr. Ivy or any of our other executive officers or key personnel or the inability to continue to attract qualified personnel could have a material adverse effect on our business. The replacement of any of these key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our

 

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business objectives. Competition for the caliber and number of employees we require is intense. We may face difficulty identifying and hiring qualified personnel at compensation levels consistent with our existing compensation and salary structure. In addition, we invest significant time and expense in training each of our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring, integrating and training their replacements and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture, which could harm our business.

We believe that our corporate culture has been an important contributor to our success, which we believe fosters innovation, teamwork, and passion for providing high levels of customer satisfaction. We believe that our continuous investment in our people, their talents, and their lives creates a virtuous cycle in which they are both happier and more effective in their jobs. As we continue to grow, we must effectively integrate, develop, and motivate a growing number of new employees. As a result, we may find it difficult to maintain our corporate culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, maintain our performance, or execute on our business strategy.

We rely on third-party providers, including Microsoft Azure, for computing infrastructure, network connectivity, and other technology-related services. Any disruption in the services provided by such third-party providers could adversely affect our business and subject us to liability.

We utilize computing infrastructure provided by third parties, largely through cloud-based data centers offered through Microsoft Azure Cloud. Our cloud service provider for Microsoft Azure Cloud is Hanu Software Solutions Inc. (“Hanu”). The current statement of work between us and Hanu terminates on March 10, 2025, and we may terminate our agreement with Hanu at any time by giving at least 90 days-notice in writing. Our computing infrastructure service providers have no obligation to renew their agreements with us on commercially reasonable terms or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our computing infrastructure service providers is acquired, we may be required to transition to a new provider and we may incur significant costs and possible service interruption in connection with doing so. For example, upon termination of our agreement with Hanu, all rights and licenses granted, including all services and deliverables, will cease immediately.

Problems faced by our computing infrastructure service providers, including those operated by Microsoft, could adversely affect the experience of our customers. Microsoft Azure has also had and may in the future experience significant service outages.

Additionally, if our computing infrastructure service providers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. For example, a rapid expansion of our business could affect our service levels or cause our third-party hosted systems to fail. Our agreements with third-party computing infrastructure service providers may not entitle us to service level credits that correspond with those we offer to our customers.

Any changes in third-party service levels at our computing infrastructure service providers, or any related disruptions or performance problems, could adversely affect our reputation and may damage our customers’ stored files, result in lengthy interruptions in our services, or result in potential losses of customer data. Interruptions in our services might reduce our revenue, cause us to issue refunds to

 

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customers for prepaid and unused subscriptions, subject us to service level credit claims and potential liability, allow our customers to terminate their contracts with us, or adversely affect our renewal rates.

The COVID-19 pandemic has negatively affected and may continue to negatively affect, our business, operating results, and financial condition and the emergence of and effects related to another pandemic, epidemic, outbreak of an infectious disease or natural or man-made disaster could have additional negative effects.

In response to the COVID-19 pandemic, governments around the world have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns. Restrictions on businesses and travel are occurring based on state and local guidelines and vary by locality and cannot be reasonably predicted. Although such restrictions have begun to ease, if conditions worsen, we may need to implement new restrictive measures that could adversely affect our business. Additionally, after re-openings, a resurgence of cases, including as a result of spikes in the fall and winter months or due to the emergence of new variants of the virus, could lead to further shut-downs or restrictions after the initial re-opening. These measures may further impact all or portions of our workforce and operations and the operations of our customers. These impacts include decreases in patient volumes, the delay in scheduling and performance of elective procedures, the need for personal protective equipment and other protective measures for front-line employees, and work-from-home arrangements. Restrictions on our employees’ ability to travel could affect our ability to sell or onboard certain services. Our business, along with the global economy, has been adversely affected by these measures, which have resulted in significant reductions in spending, volatile economic conditions, and business disruptions across markets globally.

During the year ended December 31, 2020, the adverse impacts to our results of operations which resulted from certain revenue pressure due to declining volumes and deferred procedures were partially offset by our cost control initiatives which were implemented in 2020. Many of our clients experienced year-over-year declines in NPR during certain portions of 2020, though we cannot precisely quantify the impact of the COVID-19 pandemic due to the numerous other variables that impact our client NPR which are unrelated to the pandemic. Such variables include, but are not limited to, fluctuations in patient volumes, case mix and length of stay, as well as changes in reimbursement rates. Our net income for the fiscal year ended December 31, 2020 was $100.7 million. However, we are unable to quantify changes to our net income as a direct result of the impact of COVID-19 as compared to other healthcare industry trends and factors such as product enhancements, improvements in our go-to-market strategies, and any other general market and macroeconomic conditions that may have impacted demand for our products during the same period. Furthermore, since we cannot precisely quantify the impact of the pandemic on our clients’ NPR, we cannot extrapolate to quantify the impact on our net revenue or net income, which were further impacted by other effects of the pandemic besides declines in client NPR, such as accelerations or delays in client purchasing decisions and our cost management initiatives. In response to governmental restrictions and/or concerns regarding the spread of the virus, many patients and/or providers have delayed or cancelled routine and non-essential medical procedures and physician visits. In addition, the implementation of vaccine mandates by many health systems may result in a decline in the level of provider services, which could cause declines in client NPR and adversely affect our business. We also have a large number of employees now working from home, and such arrangements may involve increased use of unsecured Wi-Fi and use of office equipment off premises, which may make our business more vulnerable to cybersecurity breach attempts. Work from home arrangements may increase our security vulnerabilities as they may not have technical, administrative and physical security safeguards as robust as may be found in the office setting. In addition, our software development and maintenance personnel located in India have experienced travel restrictions across the country in response to a significant spike in COVID-19 cases. These travel restrictions, other containment measures, and the sudden spread of COVID-19 in India could impair our ability to develop

 

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new software for our solutions and perform maintenance on our existing platforms. The COVID-19 pandemic and the response to it have caused an economic slowdown. An economic slowdown, recession, or other uncertainty as a result of the COVID-19 outbreak could negatively affect us by reducing patient or service volumes and payment ability. The extent to which COVID-19 will ultimately impact our results will depend on future developments, which are highly uncertain, but could materially and adversely impact our business, results of operations, and liquidity in future periods.

These and other impacts of the COVID-19 pandemic could have the effect of heightening many of the other risks described in this “Risk factors” section. The extent to which the COVID-19 pandemic impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19, the duration of the pandemic, travel restrictions, business closures, or business disruption, and the actions taken throughout the world, including in the markets we serve, to contain COVID-19 or treat its impact. The severity, magnitude, and duration of the COVID-19 pandemic is uncertain, rapidly changing and difficult to predict and depends on events beyond our knowledge or control. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. As a result, we cannot at this time predict the impact of the COVID-19 pandemic, but it could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Further, if another pandemic, epidemic, outbreak of an infectious disease, other public health crisis or natural or man-made disaster were to occur in an area in which we or our partners operate, our operations could be negatively impacted.

We may be liable to our customers or third parties if we make errors in providing our services, and our anticipated revenue may be lower if we provide poor service.

The services we offer are complex, and we make errors from time to time. Errors can result from within our proprietary technology platform, within our customers’ systems or the interface between our platform and a customer’s or vendor’s systems, or we or our customers or vendors may make human errors in any aspect of our service offerings. The costs incurred in correcting any material errors may be substantial and could adversely affect our operating results. They may also leave us vulnerable to potential liability and financial and reputational damages. Our customers, or third parties such as our customers’ patients, may assert claims against us alleging that they suffered damages due to our errors, and such claims could subject us to significant legal defense costs and adverse publicity regardless of the merits or eventual outcome of such claims. In addition, if we provide poor service to one or more customers and the customer or customers have poor operational performance, our incentive fees and base fees will be less, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

We collect, on behalf of our customers, medical co-pays and other payments that are due to our customers from their patients, and we are responsible for selecting vendors that collect defaulted payments that are due to our customers from their patients. This collection practice, especially with regard to defaulted payments, has been perceived negatively by the public and this negative perception could affect our business, results of operations, and financial condition.

We collect, on behalf of our customers, medical co-pays and other non-defaulted payments that are owed to our customers from their patients, and we are responsible for selecting vendors that collect defaulted payments that are owed to our customers from their patients. Collection of these payments from patients may increase in significance as industry trends continue to increase patient responsibility as a percentage of total compensation to healthcare providers. The collection process, especially with regard to defaulted payments, has received widespread, unfavorable publicity, has been negatively

 

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perceived by the public, and, in the case of our customers which are tax-exempt organizations described in section 501(c)(3) of the Internal Revenue Code (the “Code”), subject to limitations imposed on those clients by law, and could result in a material adverse effect on our business, results of operations, and financial condition.

If we are not able to maintain and enhance our reputation and brand recognition for any reason, including as a result of becoming involved in litigation, investigations and regulatory inquiries, and proceedings, our business and results of operations will be harmed.

We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with existing customers and to our ability to attract new customers. Our marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur in the process of marketing our solutions, and our results of operations could be harmed.

Additionally, we may become subject to lawsuits, claims, audits, and investigations related to our business. These may lead to unfavorable publicity for us and may materially adversely affect our business, financial condition, operating results, and cash flows in various ways, including subjecting us to significant liability, resulting in significant settlement payments, or having a disruptive effect upon the operation of our business and consuming the time and attention of our senior management. We may incur substantial expenses in connection with these litigation matters, including substantial fees for attorneys. There is risk that certain claims may not be covered by our insurance policies, or that, even if covered, our ultimate liability will exceed the available insurance.

Any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our customers, or any adverse publicity surrounding one of our customers, could make it substantially more difficult for us to attract new customers. In addition, a competitor’s actions or difficulties can also negatively impact our market and our operations. If we do not successfully maintain and enhance our reputation and brand recognition which is impacted by external forces, including our competition, which are out of our control, our business may not grow and we could lose our relationships with customers, which would harm our business, results of operations, and financial condition.

We face risks associated with past and future investments, acquisitions, and other strategic transactions.

We may buy or make investments in complementary or competitive companies, products, and technologies, sell strategic businesses or other assets, or engage in other strategic transactions. For example, in 2021, we acquired Odeza LLC, a digital patient communications platform, and in 2020, we acquired iNVERTEDi IT Consultancy Private Limited, an India-based company engaged in the business of providing technology solutions. The consideration exchanged for an acquisition may be greater than the value we realize from the transaction. In addition, we and our Sponsors periodically evaluate our capital structure and strategic alternatives with advisors and other third parties in an effort to maximize value for our stockholders, including in the lead up to and through this offering. We cannot be certain when, or if, any of the discussions we have will lead to a proposal that we may find attractive, including with respect to the refinancing or repricing of some or all of our indebtedness, the sale of some or a significant portion of our assets, or other similar significant transactions. Whether in connection with such events or otherwise, we may also take other actions that impact our balance sheet and capital structure, including the payment of special dividends, the increase or decrease of regular dividends, repayment of debt, repurchases of our equity through privately negotiated transactions, as part of a tender offer, in the open market and/or through a share repurchase plan, including an accelerated share repurchase plan, or any other means permitted by law. In some cases

 

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these transactions could be with, or disproportionately benefit, one or more of our significant stockholders.

Future transactions could result in significant transaction-related charges, acceleration of some or all payments under our tax receivable agreement, disparate tax treatment for our stockholders, as compared to the Continuing LLC Owners, distraction for our management team, and potential dilution to our equity holders. In addition, we face a number of risks relating to such transactions, any of which could harm our ability to achieve the anticipated benefits of our past or future strategic initiatives and transactions.

We may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our business, operating results or financial condition.

Although we currently have no business acquisitions pending, we may pursue acquisition opportunities in the future. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, or such acquisitions may be viewed negatively by customers, financial markets or investors. In addition, any acquisitions that we make could lead to difficulties in integrating personnel and operations from the acquired businesses and in retaining and motivating key personnel from these businesses. Acquisitions may disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses or adversely affect our business, operating results, and financial condition. Future acquisitions may reduce our cash available for operations and other uses and could result in an increase in amortization expense related to identifiable assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt, which could harm our business, operating results, and financial condition.

The estimates of market opportunity and forecasts of market growth included herein may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

Market opportunity estimates and growth forecasts included herein are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The estimates and forecasts included herein relating to the size and expected growth of our target market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasts included herein, our business may not grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

We offer our services in many jurisdictions and, therefore, may be subject to state and local taxes that could harm our business or that we may have inadvertently failed to pay.

We may lose sales or incur significant costs should various tax jurisdictions be successful in imposing taxes on a broader range of services. Imposition of such taxes on our services could result in substantial unplanned costs, would effectively increase the cost of such services and may adversely affect our ability to retain existing customers or to gain new customers in the areas in which such taxes are imposed.

Negative public perception in the United States regarding offshore outsourcing and proposed legislation may increase the cost of delivering our services.

Offshore outsourcing is a politically sensitive topic in the United States. For example, various organizations and public figures in the United States have expressed concern about a perceived

 

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association between offshore outsourcing providers and the loss of jobs in the United States. Current or prospective customers may elect to perform such services themselves or may be discouraged from transferring these services from onshore to offshore providers to avoid negative perceptions that may be associated with using an offshore provider. While we do not offshore a significant portion of work today, our practice could evolve in the future.

Changes in tax laws or in their implementation may adversely affect our business and financial condition.

Changes in tax law may adversely affect our business or financial condition. On December 22, 2017, the U.S. government enacted legislation commonly referred to as the Tax Cuts and Jobs Act, or the TCJA, which significantly reformed the Internal Revenue Code of 1986, as amended (the “Code”). The TCJA, among other things, contained significant changes to corporate taxation, including a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, the limitation of the tax deduction for net interest expense to 30% of adjusted earnings (except for certain small businesses), the limitation of the deduction for net operating losses (“NOLs”) arising in taxable years beginning after December 31, 2017 to 80% of current year taxable income and elimination of NOL carrybacks for losses arising in taxable years ending after December 31, 2017 (though any such NOLs may be carried forward indefinitely), the modification of U.S. tax on foreign earnings, including the introduction of Global Intangible Low-Tax Income (“GILTI”), the allowance of immediate deductions for certain new investments instead of deductions for depreciation expense over time, and the modification or repeal of many business deductions and credits.

As part of Congress’s response to the COVID-19 pandemic, the Families First Coronavirus Response Act, commonly referred to as the FFCR Act, was enacted on March 18, 2020, and the Coronavirus Aid, Relief, and Economic Security Act, commonly referred to as the CARES Act, was enacted on March 27, 2020. Both contain numerous tax provisions. Regulatory guidance under the TCJA, the FFCR Act and the CARES Act is and continues to be forthcoming, and such guidance could ultimately increase or lessen impact of these laws on our business and financial condition. In addition, it is uncertain if and to what extent various states will conform to the TCJA, the FFCR Act or the CARES Act.

In addition, the Biden administration recently proposed to increase the U.S. corporate income tax rate from 21% to 28%, increase U.S. taxation of international business operations, and impose a global minimum tax. Legislation recently introduced by Democrats on the House Ways and Means Committee would increase the U.S. corporate income tax rate from 21% to 26.5% and make other substantial changes to international and other provisions of the U.S. tax laws. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. To the extent that such changes have a negative impact on us, our suppliers, manufacturers or our customers, including as a result of related uncertainty, these changes may adversely impact our business, financial condition, results of operations and cash flows.

Forecasting our estimated annual effective tax rate is complex and subject to uncertainty, and there may be material differences between our forecasted and actual tax rates.

Forecasts of our income tax position and effective tax rate are complex and subject to uncertainty because our income tax position for each year combines the effects of a mix of profits and losses earned by us and our subsidiaries in various tax jurisdictions, as well as changes in the valuation of deferred tax assets and liabilities, the impact of various accounting rules, future changes to accounting rules and tax laws, such as the U.S. federal income tax laws, or their interpretation, the results of examinations by various tax authorities and the impact of any acquisition, business combination, or other reorganization or financing transaction.

 

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The application of tax laws and regulations is subject to legal and factual interpretation, judgment, and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against us that could materially impact our tax liability and/or our effective income tax rate.

In addition, we are subject to examination of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities. There can be no assurance that a determination by a tax authority will not have an adverse effect on our business, financial condition, results of operations, and cash flows.

The imposition of legal responsibility for obligations related to our customers’ employees could adversely affect our business and subject us to liability.

Under our business model, we work with customers’ employees engaged in the activities included in the scope of our services. Our agreements with customers establish the division of responsibilities between us and our customers for various personnel management matters, including compliance with and liability under various employment laws and regulations. We could, nevertheless, be found to have liability with our customers for actions against or by employees of our customers, including under various employment laws and regulations, such as those relating to discrimination, retaliation, wage and hour matters, occupational safety and health, family and medical leave, notice of facility closings and layoffs and labor relations, and any such liability could result in a material adverse effect on our business.

Risks related to Bon Secours Mercy Health

BSMH currently accounts for a significant portion of our net revenue. The early termination of the BSMH Agreement, or any significant loss of business from any of our other large customers, would have a material adverse effect on our business, results of operations, and financial condition.

BSMH has accounted for a significant portion of our net revenue each year since the Golden Gate Capital Acquisition. For the six months ended June 30, 2021 and 2020, net revenue from BSMH accounted for 51% and 65% of our total net revenue, respectively. In 2020, the 2019 Successor period and the 2019 Predecessor period, net revenue from BSMH accounted for 61%, 66%, and 73% of our total net revenue, respectively. The early termination of the BSMH Agreement, the loss of any of our other large customers or their failure to renew their customer contracts with us upon expiration, or a reduction in the fees for our services for these customers, could have a material adverse effect on our business, results of operations, and financial condition.

Risks related to regulation

The healthcare industry is heavily regulated. Our failure to comply with regulatory requirements could create liability for us, result in adverse publicity, and adversely affect our business.

The healthcare industry is heavily regulated and is subject to changing political, legislative, regulatory, and other influences. Many healthcare laws are complex, and their application to specific services and relationships may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the services we provide. There can be no assurance that our operations will not be challenged or adversely affected by enforcement initiatives. Our failure to anticipate the application of these laws and regulations to our business, or any other failure to comply with regulatory requirements, could create liability for us, lead to costly and disruptive investigations, result in adverse publicity, and adversely affect the attractiveness of our services to existing customers

 

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and our ability to market new services. We are unable to predict what changes to laws or regulations might be made in the future or how those changes could affect our business or our operating costs.

Developments in the healthcare industry, including national healthcare reform, could adversely affect our business.

The healthcare industry has changed significantly in recent years and we expect this to continue. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “Affordable Care Act” or the “ACA”) in 2010 made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA as well as efforts to repeal or replace certain aspects of the ACA. The U.S. Supreme Court is currently reviewing the constitutionality of the ACA in its entirety. We expect additional state and federal healthcare policies and reform measures to be adopted in the future, any of which could have material adverse impact on our customers and as a result, our operational results or the manner in which we operate our business.

In addition, healthcare reform is causing some payors to transition from volume to value-based reimbursement models, which can include risk-sharing, bundled payment, and other innovative approaches. While these models may provide us with opportunities to provide new or additional services (e.g., our value based reimbursement capabilities within our RCM service offering) and to participate in incentive-based payment arrangements, there can be no assurance that such new models and approaches will prove to be profitable to our customers or us. Further, new models and approaches may require investment by us to develop technology or expertise to offer necessary and appropriate services or support to our customers, and the amount of such investment and the timing for return of such investment are not fully known at this time. In addition, some of these new models are being offered as pilot programs and there is no assurance that they will continue or be renewed. Further, adoption of such new models and approaches may require compliance with a range of federal and state laws relating to fraud and abuse, insurance, reinsurance, and managed care regulation, billing and collection, corporate practice of medicine restrictions, and licensing, among others. Many states in which these new value-based structures are being developed lack regulatory guidance or a well-developed body of law for these new models and approaches, or may not have updated their laws or enacted legislation yet to reflect the new healthcare reform models. As a result, new and existing laws, regulations, or guidance could have a material adverse effect on our current and future operations, and could subject us to the risk of restructuring or terminating our customer agreements and arrangements, as well as the risk of regulatory enforcement, penalties, and sanctions, if enforcement agencies disagree with our interpretation of applicable laws.

Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations, and financial condition.

The global data protection landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection, use, disclosure, retention, and security of health-related and other personal information. This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us. The privacy and security of health-related and other personal information stored, maintained, received or transmitted electronically is a major issue in the United States. While we strive to comply with all applicable privacy and security laws and regulations, as enforced by the Federal Trade Commission and state attorneys general, these regulations continue to evolve and any failure or perceived failure to comply may result in proceedings

 

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or actions against us by individuals, clients, government entities, or others, and could also cause us to lose customers, which could have a material adverse effect on our business. Recently, there has been an increase in public awareness of privacy risks in the wake of revelations about the activities of various government agencies and in the number of private privacy-related lawsuits filed against companies. Any allegations about us or our customers with regard to the collection, processing, use, disclosure, or security of personal information, or other privacy-related matters, even if unfounded and even if we are in compliance with applicable laws, could damage our reputation and harm our business.

Numerous foreign, federal and state laws, and regulations govern collection, dissemination, use, and confidentiality of personal information, including HIPAA and state data privacy and security laws (including state breach notification laws). HIPAA imposes obligations on “covered entities,” including certain healthcare providers, health plans, and healthcare clearinghouses, and their respective “business associates,” such as us, that create, receive, maintain or transmit individually identifiable health information, known as “protected health information,” or “PHI”, for or on behalf of a covered entity, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of PHI. HIPAA contains substantial restrictions and requirements with respect to the use and disclosure of individuals’ PHI. We have implemented and maintain physical, technical and administrative safeguards intended to protect the personal information we handle, and have processes in place to assist us in complying with applicable laws and regulations regarding the protection of such information and properly responding to any security incidents or breaches.

Enforcement of HIPAA violations is increasing. The U.S. Department of Health & Human Services (“HHS”) may resolve HIPAA violations through informal means, such as allowing a covered entity to implement a corrective action plan, but HHS has the discretion to move directly to impose monetary penalties and is required to impose penalties for violations resulting from willful neglect. Violations of HIPAA and its implementing regulations may result in significant civil and criminal violation. However, a single breach incident can result in violations of multiple standards, which could result in significant fines.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Qualifying breaches affecting 500 patients must also be reported to the local media. We have experienced minor breaches of PHI in the ordinary course of business. While none have involved more than 500 individuals in the past, we cannot guarantee that we will not have a breach of PHI involving more than 500 individuals in the future. Various state laws and regulations may also require us to notify affected individuals in the event of a data breach involving personal information.

In addition to enforcement by HHS, state attorneys general may bring civil actions in response to violations of HIPAA privacy and security regulations, and/or state privacy and security laws that threaten the privacy of state residents. In addition, HIPAA’s standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. Any such penalties or lawsuits could harm our business, financial condition, results of operations and prospects.

Our customers also are subject to any federal or state privacy-related laws that may be more restrictive than the privacy regulations issued under HIPAA, or that offer greater individual rights with respect to sensitive and personal information than federal, international or other state laws, and such laws may differ from each other and may be subject to varying interpretations by courts and

 

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government agencies. For example, the California Confidentiality of Medical Information Act imposes restrictive requirements regulating the use and disclosure of health-related and other personal information. These laws and regulations often provide for civil penalties for violations, as well as a private right of action for data breaches. Further, various states recently have enacted, and other states are considering, new law concerning the privacy and security of personal information.

To the extent we and our clients are subject to such requirements, these laws and regulations often have far-reaching effects, including creating complex compliance issues, and additional costs to modify, adapt or acquire new systems and processes, for us and our clients and potentially exposing us to additional expense, adverse publicity and liability, may require us to modify our data processing practices and policies, divert resources from other initiatives, may require us to incur substantial costs and expenses to comply, and may render our international operations impracticable or make them substantially more expensive.

Given the omnipresent threat of potential cybersecurity incidents or security breaches, we, or our customers, could be required to report such breaches to affected consumers or regulatory authorities. In addition, it is possible that our business activities can be subject to challenge under one or more of such laws. The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, and enforcement bodies have recently increased their scrutiny of the healthcare industry. Any such disclosures, incidents, allegations of deficiencies in data security practices, investigations, prosecutions, convictions or settlements could result in significant financial penalties, damage to our brand, reputation, financial position, and operating results, require us to change aspects of our business practices, make it more difficult to retain existing customers or attract new customers, any of which could have an adverse effect on our business. A breach of our safeguards and processes that is not due to reasonable cause or involves willful neglect could expose us to significant civil penalties and the possibility of civil litigation under HIPAA and/or applicable state law.

Further, as regulatory focus on privacy issues continues to increase and laws and regulations concerning the protection of personal information expand and become more complex, these potential risks to our business could intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data along with increased customer demands for enhanced data security infrastructure, could greatly increase our cost of providing our services, decrease demand for our services, reduce our revenue and/or subject us to additional liabilities.

In addition, we have policies and procedures that describe how we handle and protect personal information. If federal or state regulatory authorities or private litigants consider any portion of these statements to be untrue or misleading, we may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims, and complying with regulatory or court orders.

In addition to the applicable federal and state laws, we or certain of our vendors are also subject to PCI DSS, a self-regulatory standard that requires companies that process payment card data to implement certain data security measures. If we or our payment processor fail to comply with the PCI DSS, we may incur significant fines or liability and lose access to major payment card systems. Our vendors may be subject to review under the PCI DSS requirements, and may now or in the future, have items that require improvement. Industry groups may in the future adopt additional self-regulatory standards by which we are legally or contractually bound.

During the current COVID-19 pandemic, we have shifted many employees to work from home environments. This introduces additional risk surrounding theft of company property and access to personal information.

 

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If we or our clients fail to comply with federal and state laws governing submission of false or fraudulent claims to government healthcare programs and financial relationships among healthcare providers, we may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare programs.

Healthcare is one of the largest industries in the United States and one of the costliest lines in the federal budget. As a result, the healthcare industry continues to attract attention from legislators and regulators. A number of state and federal healthcare fraud and abuse laws, including anti-kickback restrictions and laws prohibiting the submission of false or fraudulent claims, apply to healthcare providers and others that make, offer, seek or receive referrals or payments for items or services that may be paid for by any federal or state healthcare program and, in some instances, any private program. These laws are complex, may change rapidly, and their application to our specific services and relationships may not be clear and may be applied to our business in ways we do not anticipate. Of particular important are the following:

 

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The federal Anti-Kickback Statute, which prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration (other than those that satisfy specific “safe harbors”) in return for referring, ordering, leasing, purchasing, recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

 

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The federal False Claims Act (the “FCA”), which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA. The government has prosecuted RCM service providers for causing the submission of false or fraudulent claims in violation of the FCA. Moreover, suits filed under the FCA, known as qui tam actions, can be brought by any individual on behalf of the government and such individuals, commonly known as “whistleblowers,” may share in any amounts paid by the entity to the government in fines or settlement. The U.S. Department of Health and Human Services Office of Inspector General, or OIG, has expressed a longstanding concern that percentage-based billing arrangements may increase the risk of improper billing practices under the FCA;

 

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The criminal healthcare fraud provisions under the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act and regulations implemented thereunder (collectively, “HIPAA”), and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; and

 

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Similar state law provisions pertaining to anti-kickback and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers.

Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. These laws are complex, may change rapidly and their application to our specific services and relationships may not be clear and may be applied to our business in ways we do not anticipate. New payment structures, for example, such as accountable care organizations and

 

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other arrangements involving combinations of healthcare providers who share savings, potentially implicate the AKS, the FCA and other fraud and abuse laws. In addition, errors created by our proprietary applications or services or errors in the information that we receive from our customers that relate to entry, formatting, preparation, or transmission of claims, reporting of quality or other data pursuant to value-based purchasing initiatives, or cost report information, or delays in processing such information may be alleged or determined to cause the submission of false claims or otherwise be in violation of these laws. We rely on our customers’ data and do not independently verify the accuracy of all of the data received from our clients. Further, the continued growth of our coding and billing services provided from a global business services environment necessitates comprehensive monitoring and oversight of these services to ensure a constant vigilance to quality control and regulatory compliance.

If our technology, revenue cycle management solutions or billing, coding and other services, or our financial arrangements with customers in the position to refer business to us are found to be in violation of any of the government regulations that apply to us, we may be subject to substantial penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of operations, additional integrity oversight and reporting obligations, exclusion from participation in federal and state healthcare programs and imprisonment, any of which could adversely affect our business, results of operations or financial condition. Any action against us or our customers for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity, any of which could adversely affect demand for our products and services, invalidate all or portions of some of our contracts with our customers, require us to change or terminate some portions of our business, require us to refund portions of our revenue, cause us to be disqualified from serving customers doing business with government payers, and give our customers the right to terminate our contracts with them, any one of which could have an adverse effect on our business.

The failure of our vendors to comply with debt collection and consumer credit reporting regulations could potentially subject us to liabilities, which could harm our reputation and business.

The U.S. Fair Debt Collection Practices Act, (“FDCPA”), regulates persons who regularly collect or attempt to collect, directly or indirectly, consumer debts owed or asserted to be owed to another person. Certain of our or our vendors’ accounts receivable activities may be subject to the FDCPA. Many states impose additional requirements on debt collection communications, and some of those requirements may be more stringent than the comparable federal requirements. Moreover, regulations governing debt collection are subject to changing interpretations that may be inconsistent among different jurisdictions. Further, debt collection practices can implicate the limitations on applicable clients under Internal Revenue Code Section 501(r). We and certain of our vendors are also subject to the Fair Credit Reporting Act (“FCRA”), which regulates consumer credit reporting and which may impose liability to the extent that the adverse credit information reported on a consumer to a credit bureau is false or inaccurate. Certain of our vendors could incur costs or could be subject to fines or other penalties under the FCRA if the FTC determines that they have mishandled protected information. We, certain of our vendors, or our customers could be required to report such breaches to affected consumers or regulatory authorities, leading to disclosures that could damage our reputation or harm our business, financial position, and operating results.

Risks related to intellectual property

We may be unable to adequately protect our intellectual property.

Our success depends, in part, upon our ability to establish, protect, and enforce our intellectual property and other proprietary rights. If we fail to establish or protect our intellectual property rights, we

 

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may lose an important advantage in the market in which we compete. We rely upon a combination of patent, trademark, copyright, and trade secret law and contractual terms and conditions to protect our intellectual property rights, all of which provide only limited protection. We cannot assure you that our intellectual property rights are sufficient to protect our competitive advantages. We cannot assure you that any patents issued or that will be issued from current or future applications will provide us with the protection that we seek or that any current or future patents issued to us will not be challenged, invalidated or circumvented. Legal standards relating to the validity, enforceability, and scope of protection of patents are uncertain. Also, we cannot assure you that any trademark registrations will be issued for pending or future applications or that any of our trademarks will be enforceable or provide adequate protection of our proprietary rights.

We also rely in some circumstances on trade secrets to protect our technology. Trade secrets may lose their value if not properly protected. We endeavor to enter into non-disclosure agreements with our employees, customers, contractors, and business partners to limit access to and disclosure of our proprietary information. The steps we have taken, however, may not prevent unauthorized use of our technology, and adequate remedies may not be available in the event of unauthorized use or disclosure of our trade secrets and proprietary technology. Moreover, others may reverse engineer or independently develop technologies that are competitive to ours or infringe our intellectual property.

Accordingly, despite our efforts, we may be unable to prevent third parties from infringing or misappropriating our intellectual property and using our technology for their competitive advantage. Any such infringement or misappropriation could have a material adverse effect on our business, results of operations, and financial condition. Monitoring infringement of our intellectual property rights can be difficult and costly, and enforcement of our intellectual property rights may require us to bring legal actions against infringers. Infringement actions are inherently uncertain and therefore may not be successful, even when our rights have been infringed, and even if successful, may require a substantial amount of resources and divert our management’s attention.

Claims by others that we infringe their intellectual property could force us to incur significant costs or revise the way we conduct our business.

Our competitors protect their intellectual property rights by means such as patents, trade secrets, copyrights, and trademarks. We have not conducted an independent review of patents issued to third parties. Additionally, because patent applications in the United States and many other jurisdictions are kept confidential for 18 months before they are published, we may be unaware of pending patent applications that relate to our proprietary technology. Any party asserting that we infringe its proprietary rights would force us to defend ourselves, and possibly our customers, against the alleged infringement. These claims and any resulting lawsuit, if successful, could: subject us to significant liability for damages and invalidation of our proprietary rights; cause interruption or cessation of our operations; require us to enter into royalty or licensing agreements with third parties; and consume time which would otherwise be spent on our core business. Even if we prevail, the cost of such litigation could have a material adverse impact on our financial resources. Furthermore, during the course of litigation, confidential information may be disclosed in the form of documents or testimony in connection with discovery requests, depositions, or trial testimony. The software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks, and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, the risk of such a lawsuit will likely increase as our size and scope of our services and technology platforms increase, as our geographic presence and market share expand, and as the number of competitors in our market increases. Any of the foregoing could disrupt our business and have a material adverse effect on our operating results and financial condition.

 

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Risks related to our organizational structure

Our principal asset is our interest in Ensemble Health Partners Holdings, LLC, and we are dependent on distributions from Ensemble Health Partners Holdings, LLC and its consolidated subsidiaries to pay our taxes and expenses, including payments under the tax receivable agreement. Ensemble Health Partners Holdings, LLC’s ability to make such distributions may to be subject to various limitations and restrictions.

Upon completion of this offering, we will be a holding company and have no material assets other than our ownership of the LLC Units. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses, including to satisfy our obligations under the tax receivable agreement, or declare and pay dividends in the future, if any, depend upon the results of operations and cash flows of Ensemble Health Partners Holdings, LLC and its consolidated subsidiaries and distributions we receive from Ensemble Health Partners Holdings, LLC. There can be no assurance that our subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions will permit such distributions. For example, distributions to us from Ensemble Health Partners Holdings, LLC are subject to the limitations of Section 18-607 of the Delaware Limited Liability Company Act and the terms of our Credit Agreement.

We anticipate that Ensemble Health Partners Holdings, LLC will continue to be treated as a partnership (and not as a “publicly traded partnership,” within the meaning of Section 7704(b) of the Code, subject to tax as a corporation) for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of LLC Units. Accordingly, we and our subsidiaries will be required to pay income taxes on our allocable share of any net taxable income of Ensemble Health Partners Holdings, LLC. Further, Ensemble Health Partners Holdings, LLC and its subsidiaries may, absent an election to the contrary, be subject to material liabilities pursuant to partnership audit rules enacted pursuant to the Bipartisan Budget Act of 2015 and related guidance if, for example, its calculations of taxable income are incorrect. Further, we will be responsible for the unpaid tax liabilities of the corporate entity we acquire as part of the Reorganization Transactions, including for the taxable year (or portion thereof) of such entity ending on the date of this offering. To the extent that we need funds and Ensemble Health Partners Holdings, LLC and its subsidiaries are restricted from making such distributions to provide such funds, under applicable law or regulation, or as a result of covenants in the Credit Agreements, we may not be able to obtain such funds on terms acceptable to us or at all, and as a result, could suffer an adverse effect on our liquidity and financial condition.

We will be required to pay the Continuing LLC Owners and certain of our other pre-IPO investors and their affiliates for certain tax benefits we may realize in accordance with the tax receivable agreement between us and the Continuing LLC Owners and those other parties, and we expect that the payments we will be required to make will be substantial.

Our direct or indirect acquisition of LLC Units in connection with this offering (including the Reorganization Transactions) and future exchanges of LLC Units for shares of our Class A common stock (or cash) and payments of additional amounts pursuant to a tax receivable agreement are expected to produce or otherwise deliver to us favorable tax attributes. Upon the completion of this offering, we will be a party to a tax receivable agreement, under which we generally will be required to pay to certain of our Continuing Owners (collectively, the “TRA Beneficiaries”) 85% of the applicable cash savings, if any, in U.S. federal, state, and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of (1) tax basis in the assets of Ensemble Health Partners Holdings, LLC and certain of its subsidiaries that is created as a result of (i) the exchange by the TRA Beneficiaries of their LLC Units for shares of our Class A common stock (or cash), (ii) payments made under the tax receivable agreement and (iii) the Unit Purchase (defined below), (2) the utilization of net operating losses and other tax attributes (including existing tax basis in the assets

 

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of Ensemble Health Partners Holdings, LLC and certain of its subsidiaries that is attributable to prior acquisitions) of GGCOF EHL Blocker, LLC and certain of our pre-IPO investors who contribute units of Ensemble Health Partners Holdings, LLC to us as part of the Reorganization Transactions, and (3) deductions attributable to payments of imputed interest under the tax receivable agreement. We generally will retain the benefit of the remaining 15% of the applicable tax savings.

The payment obligations under the tax receivable agreement are obligations of Ensemble Health Partners, Inc., and we expect that the payments we will be required to make under the tax receivable agreement will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect that the reduction in tax payments for us associated with the tax attributes (including the tax basis created as a result of the exchange of LLC Units) described in the foregoing paragraph would aggregate to approximately $117.4 million over 30 years from the date of this offering based on an initial public offering price of $20.50 per share of our Class A common stock, which is the midpoint of the price range set forth on the front cover of this prospectus, and assuming all future sales of LLC Units in exchange for our Class A common stock (or cash) would occur one year after this offering. In this scenario, we would be required to pay the TRA Beneficiaries 85% of such amount, or $99.8 million, over the 30-year period from the date of this offering. See “Certain relationships and related party transactions—Related party agreements to be entered into in connection with this offering—Tax receivable agreement.”

The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of sales by the Continuing LLC Owners, the price of our Class A common stock at the time of the sales, the amount and timing of the taxable income we generate in the future, the tax rates then applicable to us, and the portions of our payments under the tax receivable agreement constituting imputed interest. Any increase in the U.S. federal corporate tax rate would be expected to increase the amounts of payments due under the tax receivable agreement. See above regarding changes in tax laws. Payments under the tax receivable agreement are expected to give rise to certain additional tax benefits attributable to either further increases in basis or in the form of deductions for imputed interest. Any such benefits that we are deemed to realize under the terms of the tax receivable agreement are covered by the tax receivable agreement and will increase the amounts due thereunder. The tax receivable agreement will provide that interest, at a rate equal to Secured Overnight Financing Rate (“SOFR”) plus 5%, will accrue from the due date (without extensions) of the tax return to which the applicable tax benefits relate to the date of payment specified by the tax receivable agreement. In addition, under certain circumstances where we are unable to make payment by the date so specified, the tax receivable agreement will provide for interest to accrue on the unpaid amount from the date so specified until the date of actual payment, at a rate equal to SOFR plus 1%. Payments under the tax receivable agreement are not conditioned on the TRA Beneficiaries’ ownership of our shares after this offering.

Payments under the tax receivable agreement will be based in part on our tax reporting positions. We will not be reimbursed for any payments previously made under the tax receivable agreement if such basis increases or other benefits are subsequently disallowed. As a result, in certain circumstances, the payments we are required to make under the tax receivable agreement could exceed the benefits that we actually realize in respect of the attributes in respect of which the tax receivable agreement required us to make payment.

The amounts that we may be required to pay to the TRA Beneficiaries under the tax receivable agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

The tax receivable agreement will provide that in the case of a change of control of the Company (as defined therein) or a material breach of our obligations (that is not timely cured) under the tax

 

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receivable agreement, or if, at any time, we elect an early termination of the tax receivable agreement, our payment obligations under the tax receivable agreement will accelerate and may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement. We will be required to make a payment to the TRA Beneficiaries covered by such termination in an amount equal to the present value of future payments (calculated using a discount rate equal to the lesser of (i) 6.5% per annum and (ii) SOFR plus 1%, which may differ from our, or a potential acquirer’s, then-current cost of capital) under the tax receivable agreement, which payment would be based on certain assumptions, including those relating to our future taxable income. In certain cases, a sale or other disposition of a substantial portion of assets of Ensemble Health Partners Holdings, LLC will be treated as a change of control transaction. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our, or a potential acquirer’s, liquidity and could have the effect of delaying, deferring, modifying, or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control. These provisions of the tax receivable agreement may result in situations where the TRA Beneficiaries have interests that differ from or are in addition to those of our other stockholders. In addition, we could be required to make payments under the tax receivable agreement that are substantial, significantly in advance of any potential actual realization of such further tax benefits, and in excess of our, or a potential acquirer’s, actual cash savings in income tax.

If we were to elect to terminate the tax receivable agreement immediately after this offering, based on an assumed initial public offering price of $20.50 per share of our Class A common stock (the midpoint of the range set forth on the cover page of this prospectus), we estimate that we would be required to pay approximately $808.7 million in the aggregate under the tax receivable agreement.

In certain circumstances, under its limited liability company agreement, Ensemble Health Partners Holdings, LLC will be required to make tax distributions to us, the Continuing LLC Owners and the distributions that Ensemble Health Partners Holdings, LLC will be required to make may be substantial.

Funds used by Ensemble Health Partners Holdings, LLC to satisfy its tax distribution obligations to the Continuing LLC Owners will not be available for reinvestment in our business. Moreover, the tax distributions that Ensemble Health Partners Holdings, LLC will be required to make may be substantial, and will likely exceed (as a percentage of Ensemble Health Partners Holdings, LLC’s net income) the overall effective tax rate applicable to a similarly situated corporate taxpayer.

As a result of potential differences in the amount of net taxable income allocable to us and to the Continuing LLC Owners, the use of an assumed tax rate in calculating Ensemble Health Partners Holdings, LLC’s tax distribution obligations, and tax distributions being made pro rata in accordance with economic interests, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the tax receivable agreement. To the extent, as currently expected, we do not distribute such cash balances as dividends on shares of our Class A common stock and instead, for example, hold such cash balances or lend them to Ensemble Health Partners Holdings, LLC, the Continuing LLC Owners would benefit from any value attributable to such accumulated cash balances as a result of their ownership of Class A common stock following an exchange of their LLC Units for such Class A common stock (or cash). Our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, to acquire additional newly issued LLC Units from Ensemble Health Partners Holdings, LLC at a per unit price determined by reference to the market value of the Class A common stock; to pay dividends, which may include special dividends, on its Class A common stock; to fund repurchases of its Class A common stock; or any combination of the foregoing. However, under the New LLC Agreement, we are not permitted to use such excess cash to acquire additional newly issued LLC Units from Ensemble Health Partners Holdings, LLC without the prior written consent of the Sponsors. We will have

 

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no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

Our organizational structure, including the tax receivable agreement, confers certain benefits upon Continuing LLC Owners, which benefits are not conferred on Class A common stockholders generally.

Our organizational structure, including the tax receivable agreement, confers certain benefits upon the Continuing LLC Owners, which benefits are not conferred on the holders of our Class A common stock generally. In particular, we will enter into the tax receivable agreement with Ensemble Health Partners Holdings, LLC and the TRA Beneficiaries, which will provide for the payment by us to the TRA Beneficiaries of 85% of the amount of tax benefits, if any, that we realize, or in some circumstances are deemed to realize, as a result of (1) tax basis in the assets of Ensemble Health Partners Holdings, LLC and certain of its subsidiaries that is created as a result of (i) the exchange by the TRA Beneficiaries of their LLC Units for shares of our Class A common stock (or cash), (ii) payments made under the tax receivable agreement, and (iii) the Unit Purchase (as defined below) (2) the utilization of net operating losses and other tax attributes (including existing tax basis in the assets of Ensemble Health Partners Holdings, LLC and certain of its subsidiaries that is attributable to prior acquisitions) of GGCOF EHL Blocker, LLC and certain of our pre-IPO investors who contribute units of Ensemble Health Partners Holdings, LLC to us as part of the Reorganization Transactions, and (3) deductions attributable to payments of imputed interest under the tax receivable agreement. See “Certain relationships and related party transactions—Related party agreements to be entered into in connection with this offering—Tax receivable agreement.” for additional information. Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.

We will not be reimbursed for any payments made to the TRA Beneficiaries under the tax receivable agreement in the event that any purported tax benefits are subsequently disallowed by the IRS.

If the IRS or a state or local taxing authority challenges the tax basis adjustments and/or deductions that give rise to payments under the tax receivable agreement and the tax basis adjustments and/or deductions are subsequently disallowed, the recipients of payments under the agreements will not reimburse us for any payments we previously made to them. Any such disallowance would be taken into account in determining future payments, if any, under the tax receivable agreement and may, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments and/or deductions are disallowed, our payments under the tax receivable agreement could exceed our actual tax savings, and we may not be able to recoup payments under the tax receivable agreement that were calculated on the assumption that the disallowed tax savings were available.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

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changes in the valuation of our deferred tax assets and liabilities;

 

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expected timing and amount of the release of any tax valuation allowances;

 

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tax effects of equity-based compensation;

 

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costs related to intercompany restructurings;

 

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changes in tax laws, regulations, or interpretations thereof; or

 

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lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales, and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

We may be required to pay, or bear the economic burden of, additional taxes because of the U.S. federal partnership audit rules and potentially state and local tax audit rules.

Under the Bipartisan Budget Act of 2015 and subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any holder’s share thereof) are determined, and taxes, interest, and penalties attributable thereto, are assessed and collected, at the entity level. It is possible that these rules could require us (or our applicable subsidiaries) to pay additional taxes, interest and penalties as a result of an audit adjustment, and, due to our indirect ownership of Ensemble Health Partners Holdings, LLC, we could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Audit adjustments for state or local tax purposes could similarly require us (or any of our applicable subsidiaries) to pay or indirectly bear the economic burden of state or local taxes and associated interest, and penalties.

Under certain circumstances, Ensemble Health Partners Holdings, LLC may be eligible under U.S. federal and applicable state or local tax law to make an election to cause its partners to take into account the amount of any audit adjustment, including any interest and penalties, in accordance with such partner’s share in the Ensemble Health Partners Holdings, LLC in the year under audit. However, under the New LLC Agreement, without the prior written consent of the Sponsors (or certain permitted transferees) or except as otherwise required by law such an election is not permitted to be made, even if Ensemble Health Partners Holdings, LLC is otherwise eligible to make this election under applicable tax law. If Ensemble Health Partners Holdings, LLC is not permitted to or otherwise does not make this election, the then-current partners (or indirect beneficial owners) of Ensemble Health Partners Holdings, LLC, including Ensemble Health Partners, Inc., could directly (or indirectly) economically bear the burden of the audit adjustment, including any interest and penalties, and our share of that burden may exceed the amount of the additional tax liability that we would have incurred if the election described above had been made.

Risks related to financial reporting

We have identified material weaknesses in our internal control over financial reporting, and if we fail to remediate these material weaknesses, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our results of operations, our ability to operate our business, and investor confidence.

Upon becoming a public company, we will be required to comply with the SEC’s rules which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Although we will be required to disclose changes made in our internal control over financial reporting on a quarterly basis after our first annual management report, we expect that we will not be

 

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required to make our first annual assessment of our internal control over financial reporting (including an auditor attestation on management’s internal controls report) until our annual report on Form 10-K for the fiscal year ending December 31, 2022.

To comply with the internal controls expectations of being a public company, we will need to undertake various actions as our business or applicable rules and regulations evolve, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff that have the requisite knowledge of U.S. GAAP. Testing and maintaining internal controls can be costly, challenging, and potentially divert our management’s attention from other matters that are important to the operation of our business.

In connection with the preparation of our consolidated financial statements, material weaknesses in our internal control over financial reporting were identified as of December 31, 2020. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We identified a material weakness where the Company did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, the Company did not maintain a sufficient complement of accounting resources to appropriately evidence formal procedures and controls to achieve complete, accurate and timely financial accounting, reporting, and disclosure or assess accounting impacts of the application of US GAAP within the consolidated financial statements of more complex transactions. This material weakness contributed to the following additional material weakness. The Company did not design or maintain effective controls related to the understanding, assessment and application of accounting requirements, and the recognition of certain complex transactions in the consolidated statement of cash flows.

These material weaknesses resulted in a revision to our December 31, 2019 successor period financial statements and immaterial adjustments to our December 31, 2020 successor period financial statements prior to their issuance. Additionally, these material weaknesses could result in a misstatement of one or more of our account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We are taking a number of steps to remediate these material weaknesses and to strengthen our internal control over financial reporting as a new public company, including allocating additional resources, technology and headcount to support our internal audit and external reporting functions. In addition, we have engaged external advisors to provide financial accounting assistance in the short term and to evaluate and document the design and operating effectiveness of our internal control over financial reporting and assist with the remediation and implementation of our internal controls as required. We are continuing to evaluate the longer-term resource needs of our various accounting functions. The actions we are taking and plan to continue to take are subject to continued management review supported by confirmation and testing, as well as audit committee oversight. While we expect to fully remediate our material weaknesses, we cannot assure you that we will be able to do so in a timely manner, nor can we assure you that these measures will significantly improve or remediate the material weaknesses described above. In addition, our management has not performed an evaluation of our internal control over financial reporting, nor has our independent registered public accounting firm audited the effectiveness of our internal control over financial reporting, because such evaluation is not required at this time. Had we and our independent registered public accounting firm performed an evaluation of our internal control over financial reporting, additional material weaknesses may have been identified.

If we fail to enhance our internal control over financial reporting and effectively remediate these material weaknesses, if we identify future material weaknesses in our internal control over financial reporting, or if we are unable to comply with the demands that will be placed upon us as a public

 

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company, in a timely manner, we may be unable to accurately report our consolidated financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets, and our stock price may be adversely affected.

Moreover, no matter how well designed, internal control over financial reporting has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be incorrect, and that breakdowns can occur because of error or mistake. Further, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the internal controls. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As such, we could lose investor confidence in the accuracy and completeness of our financial reports, which may have a material adverse effect on our reputation and stock price.

Changes in accounting principles may cause previously unanticipated fluctuations in our financial results, and the implementation of such changes may impact our ability to meet our financial reporting obligations.

We prepare our financial statements in accordance with U.S. GAAP which are subject to interpretation or changes by the Financial Accounting Standards Board (FASB), the SEC, and other various bodies formed to promulgate and interpret appropriate accounting principles. New accounting pronouncements and changes in accounting principles have occurred in the past and are expected to occur in the future which may have a significant effect on our financial results. Furthermore, any difficulties in implementation of changes in accounting principles, including the ability to modify our accounting systems, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or change, our results of operations could be harmed.

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and use of estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowance for doubtful accounts, equity-based compensation, business combinations, impairment of long-lived assets, including intangible assets and goodwill. Our results of operations may be harmed if our assumptions change or if actual circumstances differ from those in our assumptions, which could

 

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cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Risks related to this offering and ownership of shares of our common stock

Our Sponsors will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.

Upon completion of this offering, our Sponsors will beneficially own 74.7% of the voting power of our outstanding Class A common stock and Class B common stock, on a combined basis (or 72.4% if the underwriters exercise in full their option to purchase additional shares). As long as our Sponsors control at least a majority of our outstanding voting power, they will have the ability to exercise substantial control and significant influence over our management and affairs and all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the election and removal of directors and the size of our board of directors, any amendment of our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. See “Description of capital stock.” The concentration of voting power limits your ability to influence corporate matters and, as a result, we may take actions that you do not view as beneficial. As a result, the market price of our Class A common stock could be adversely affected. Even if their collective ownership falls below 50%, our Sponsors will continue to be able to strongly influence or effectively control our decisions.

Additionally, our Sponsors’ interests may not align with the interests of our other stockholders. Our Sponsors may, in the ordinary course of its business, acquire and hold interests in businesses that compete directly or indirectly with us. Our Sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Certain of our directors have relationships with our Sponsors, which may cause conflicts of interest with respect to our business.

Following this offering, four of our nine directors will be affiliated with our Sponsors. Our directors who are affiliated with our Sponsors have fiduciary duties to us and, in addition, have duties to our Sponsors. As a result, these directors may face real or apparent conflicts of interest with respect to matters affecting both us and our Sponsors, whose interests may be adverse to ours in some circumstances.

Upon the listing of our shares, we will qualify for certain exemptions from certain corporate governance requirements permitted to a “controlled company” under the Exchange’s rules; you may therefore not have the same protections afforded to stockholders of companies that are subject to these governance requirements.

Because our Sponsors will continue to collectively control a majority of the voting power of our outstanding Class A common stock and Class B common stock on a combined basis after completion of this offering, we will qualify to be a “controlled company” within the meaning of the Exchange’s corporate governance standards. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our Class A common stock, we have a board of directors that is composed of a majority of “independent directors,” as defined under rules; a compensation committee that is composed entirely of independent directors; and a nominating and corporate governance committee that is composed entirely of independent directors.

 

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Following this offering, we expect to have a board of directors that is composed of a majority of independent directors and do not expect to rely on exemptions permitted for controlled companies. However, we may utilize some or all of the exemptions applicable to “controlled companies” in the future. Accordingly, for so long as we qualify to be a “controlled company,” you may not have the same protections afforded to stockholders of companies that are subject to all of the Exchange’s corporate governance requirements. If we elect to rely on controlled company exemptions, our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

If you purchase shares of Class A common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A common stock is substantially higher than the net tangible book deficit per share of our Class A common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book deficit per share after this offering. Based on an assumed initial public offering price of $20.50 per share, the midpoint of the range set forth on the cover page of this prospectus, you will experience immediate dilution of $25.97 per share, representing the difference between our pro forma net tangible book deficit per share after giving effect to this offering and the initial public offering price. In addition, purchasers of Class A common stock in this offering will have contributed 73.6% of the aggregate price paid by all purchasers of our stock but will own only approximately 51.6% of our Class A common stock outstanding after this offering. See “Dilution” for more detail.

Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.

Pursuant to our amended and restated certificate of incorporation and amended and restated bylaws as will be in effect upon the completion of this offering, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of Class A common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of Class A common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock.

We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the ownership of our stockholders.

We may need to raise additional funds in order to:

 

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finance unanticipated working capital requirements;

 

•

develop or enhance our technological infrastructure and our existing products and services;

 

•

fund strategic relationships, including joint ventures and co-investments; and

 

•

acquire complementary businesses, technologies, products or services.

Additional financing may not be available on terms favorable to us, or at all. If adequate funds are unavailable or are unavailable on acceptable terms, our ability to develop or enhance technology or services or otherwise respond to competitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the ownership of our then-existing stockholders may be reduced, and holders of the issued securities may have rights, preferences or

 

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privileges senior to those of our then-existing stockholders. In addition, any indebtedness we incur and restrictive covenants contained in the agreements related thereto could:

 

•

make it difficult for us to satisfy our obligations, including interest payments on any debt obligations;

 

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limit our ability to obtain additional financing to operate our business;

 

•

require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to use our cash flow to fund capital expenditures and working capital and other general operational requirements;

 

•

limit our flexibility to plan for and react to changes in our business and the healthcare industry;

 

•

place us at a competitive disadvantage relative to our competitors;

 

•

limit our ability to pursue acquisitions; and

 

•

increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business or the economy.

The occurrence of any one of these events could cause a significant decrease in our liquidity, and could have a material adverse effect on our business, financial condition, and results of operations.

An active, liquid trading market for our Class A common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there was no public market for our Class A common stock. Although we intend to list shares of our Class A common stock on the Exchange under the symbol “ENSB,” an active trading market for our Class A shares may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations among us and the representatives of the underwriters and may not be indicative of market prices of our Class A common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity, and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

As a public company, we will become subject to additional laws, regulations, and stock exchange listing standards, which will impose additional costs on us and may strain our resources and divert our management’s attention.

Prior to this offering, we were a private company. After this offering, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the Exchange, and other applicable securities laws and regulations. Compliance with these laws and regulations will increase our legal and financial compliance costs and make some activities more difficult, time consuming, or costly. We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. We estimate that we

 

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will incur between $10 million and $15 million annually in expenses related to incremental insurance costs and other expenses associated with being a public company, including listing, printer, audit, and XBRL fees and investor relations costs. However, the incremental costs that we incur as a result of becoming a public company could exceed our estimate. These factors may therefore strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members. Moreover, the additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities.

Our results of operations and share price may be volatile, and the market price of our Class A common stock after this offering may drop below the price you pay.

Our quarterly results of operations are likely to fluctuate in the future as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price or at all. Our results of operations and the trading price of our shares may fluctuate in response to various factors, including:

 

•

actual or anticipated changes or fluctuations in our results of operations and whether our results of operations meet the expectations of securities analysts or investors;

 

•

actual or anticipated changes in securities analysts’ estimates and expectations of our financial performance;

 

•

announcements of new solutions, commercial relationships, acquisitions, or other events by us or our competitors;

 

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general market conditions, including volatility in the market price and trading volume of companies in the healthcare industry in particular;

 

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network outages or disruptions of our solutions or their availability, or actual or perceived privacy, data protection, or network information breaches;

 

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investors’ perceptions of our prospects and the prospects of the businesses in which we participate;

 

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sales of large blocks of our Class A common stock, including sales by our executive officers, directors, and significant stockholders;

 

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announced departures of any of our key personnel;

 

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lawsuits threatened or filed against us or involving our industry, or both;

 

•

changing legal or regulatory developments in the United States and other countries;

 

•

any default or anticipated default under agreements governing our indebtedness;

 

•

adverse publicity about us, our products and solutions, or our industry;

 

•

effects of public health crises, such as the COVID-19 pandemic;

 

•

general economic conditions and trends; and

 

•

other events or factors, including those resulting from major catastrophic events, war, acts of terrorism, or responses to these events.

 

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These and other factors, many of which are beyond our control, may cause our results of operations and the market price and demand for our shares to fluctuate substantially. While we believe that results of operations for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly results of operations could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

The Continuing LLC Owners have the right to have their LLC Units exchanged for shares of Class A common stock (or cash) and any disclosure of such exchange or the subsequent sale (or any disclosure of an intent to enter into such an exchange or subsequent sale) of such shares of Class A common stock may cause volatility in our stock price.

Upon the completion of this offering, we will have an aggregate of 119,604,181 shares of Class A common stock that are issuable upon exchange of LLC Units that are held by the Continuing LLC Owners. In connection with this offering, we will amend and restate the existing limited liability company agreement of Ensemble Health Partners Holdings, LLC, to, among other things, recapitalize all of the outstanding units of Ensemble Health Partners Holdings, LLC into LLC Units and appoint GGCOF EHL Blocker, LLC as the sole managing member of Ensemble Health Partners Holdings, LLC (the “New LLC Agreement”). Under the New LLC Agreement, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, including lock-up agreements with the underwriters, the Continuing LLC Owners will be entitled to have their LLC Units exchanged for shares of our Class A common stock or, at our option, cash (based on the current market value of our Class A common stock).

We cannot predict the timing, size, or disclosure of any future issuances of our Class A common stock resulting from the exchange of LLC Units or the effect, if any, that future issuances, disclosure, if any, or sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock. After this offering, we will have 57,178,840 shares of Class A common stock outstanding and 119,604,181 shares of Class A common stock into which outstanding LLC Units may be exchanged. Substantially all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under agreements executed in connection with this offering. These shares will, however, be able to be resold after the expiration of the lock-up agreements described in the “Shares eligible for future sale” section of this prospectus. We also intend to file a Form S-8 under the Securities Act to register all shares of Class A common stock that we may issue under our equity compensation plans. In addition, our Sponsors and certain other holders of our equity interests have certain demand registration rights that could require us in the future to file registration statements in connection with sales of additional shares of our Class A common stock by such parties. See “Certain relationships and

 

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related party transactions—Related party agreements to be entered into in connection with this offering—Stockholders agreement.” Such sales could be significant. Once we register these shares, they can be freely resold in the public market, subject to legal or contractual restrictions, such as the lock-up agreements described in the “Underwriters” section of this prospectus. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Since we have no current plans to pay regular cash dividends on shares of our Class A common stock following this offering, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

Although Ensemble Health Partners Holdings, LLC previously declared dividends to its unit holders, we do not anticipate paying any regular cash dividends on shares of our Class A common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in shares of our Class A common stock is, and for the foreseeable future, will be solely dependent upon the appreciation of the price of our Class A common stock on the open market, which may not occur. See “Dividend policy” for more detail.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares, or if our results of operations do not meet their expectations, our share price and trading volume could decline.

The trading market for our shares will be influenced, in part, by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. Securities and industry analysts do not currently, and may never, publish research on our Company. If no securities or industry analysts commence coverage of our Company, the trading price of our shares would likely be negatively impacted. In the event securities or industry analysts initiated coverage, and one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our share price could decline.

A credit ratings downgrade or other negative action by a credit rating organization could adversely affect the trading price of the shares of our Class A common stock.

Credit rating agencies continually revise their ratings for companies they follow. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. In addition, developments in our business and operations could lead to a ratings downgrade for us or our subsidiaries. Any such fluctuation in the rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt which could have a material adverse effect on our operations, and financial condition, which in return may adversely affect the trading price of shares of our Class A common stock.

Provisions of our corporate governance documents could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

In addition to our Sponsor’s beneficial ownership of a controlling percentage of our common stock, our certificate of incorporation and bylaws, and the Delaware General Corporation Law

 

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(“DGCL”), contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. Our board of directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential acquiror. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace current members of our management team. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the Company may be unsuccessful. See “Description of capital stock.”

Our amended and restated certificate of incorporation after this offering will designate courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.

Our amended and restated certificate of incorporation will provide that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for:

 

•

any derivative action or proceeding brought on our behalf;

 

•

any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;

 

•

any action asserting a claim against us arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our bylaws;

 

•

any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or bylaws; and

 

•

any other action asserting a claim against us that is governed by the internal affairs doctrine (each, a “Covered Proceeding”).

Our amended and restated certificate of incorporation will also provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees or agents and arising under the Securities Act. However, Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought pursuant to the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This provision does not apply to claims brought under the Exchange Act.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to these provisions. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

 

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Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use the net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply the net proceeds of this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering for general corporate purposes, which may include financing our growth, developing new services, and funding capital expenditures, acquisitions, and investments. You will not have the opportunity to influence our decisions on how to use the net proceeds from this offering.

The dual class structure of our common stock makes our common stock ineligible for inclusion in certain stock indices, which may adversely affect the trading price and liquidity of our Class A common stock.

Although our Class A common stock and Class B common stock have identical voting rights, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices, including the S&P Composite 1500. Our dual-class capital structure makes us ineligible for inclusion in such indices, and as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track those indices will not be investing in our stock. As a result, the market price and liquidity of shares of our Class A common stock could be adversely affected.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” and other similar expressions, although not all forward-looking statements contain these identifying words.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not rely on our forward-looking statements in making your investment decision. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, the following:

 

•

our ability to retain and grow our existing customers or acquire new customers;

 

•

our ability to maintain our relationship with BSMH;

 

•

our ability to manage our operations effectively and manage future growth;

 

•

our ability to maintain or increase our profitability;

 

•

the pace of development of the market for our RCM solutions;

 

•

competition within the market;

 

•

breaches or failures of our information security measures or unauthorized access to a customer’s data;

 

•

our ability to innovate and achieve and maintain market acceptance for our offerings;

 

•

the impact of COVID-19 on our business, operations results and financial condition;

 

•

the loss of key personnel;

 

•

risks related to our indebtedness;

 

•

disruptions in the technology-related services provided by our third-party providers;

 

•

our potential liability resulting from future errors;

 

•

the impact of litigation;

 

•

our ability to comply with healthcare laws and regulations;

 

•

developments in the healthcare industry, including national healthcare reform;

 

•

our ability to comply with information privacy laws;

 

•

our ability to protect our intellectual property; and

 

•

the other factors identified under the heading “Risk factors” elsewhere in this prospectus.

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We undertake no obligation to update any forward-looking statements whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.

 

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THE REORGANIZATION TRANSACTIONS

Organizational structure after completion of this offering

The diagram below depicts our organizational structure immediately following this offering, after giving effect to the Reorganization Transactions, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

Immediately following this offering, after giving effect to the Reorganization Transactions, Ensemble Health Partners, Inc. will be a holding company, and its sole material asset (held directly or through wholly-owned subsidiaries) will be its equity interest in Ensemble Health Partners Holdings, LLC. As the direct or indirect sole managing member of Ensemble Health Partners Holdings, LLC, Ensemble Health Partners, Inc. will operate and control all of the business and affairs of Ensemble Health Partners Holdings, LLC and, through Ensemble Health Partners Holdings, LLC and its subsidiaries, conduct our business. Accordingly, although Ensemble Health Partners, Inc. will have a

 

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minority economic interest in Ensemble Health Partners Holdings, LLC, it will have the sole voting interest in, and control the management of, Ensemble Health Partners Holdings, LLC. As a result, Ensemble Health Partners, Inc. will consolidate Ensemble Health Partners Holdings, LLC in its consolidated financial statements and will report a non-controlling interest related to the LLC Units held by the Continuing LLC Owners in its consolidated financial statements.

Our organizational structure will allow the Continuing LLC Owners to retain their equity ownership in Ensemble Health Partners Holdings, LLC, an entity that is intended to be classified as a partnership for U.S. federal income tax purposes, in the form of LLC Units. Investors participating in this offering will, by contrast, hold equity in Ensemble Health Partners, Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of our Class A common stock. The Continuing LLC Owners and Ensemble Health Partners, Inc. will incur U.S. federal and applicable state and local income taxes on their allocable share of any taxable income of Ensemble Health Partners Holdings, LLC (as allocated pursuant to the New LLC Agreement as it will be in effect at the time of this offering). In addition, pursuant to the Reorganization Transactions we will issue shares of our Class B common stock to the Continuing LLC Owners in an amount equal to the number of LLC Units held by each such Continuing LLC Owner. Shares of our Class B common stock will vote together with shares of our Class A common stock as a single class, except as otherwise required by law or pursuant to our amended and restated certificate of incorporation or amended and restated bylaws. See “Description of capital stock—Common stock.” After completion of this offering, the Continuing LLC Owners will beneficially own 67.7% in the aggregate of our outstanding Class A common stock and Class B common stock on a combined basis. As described in more detail below, each LLC Unit of Ensemble Health Partners Holdings, LLC held by the Continuing LLC Owners can be exchanged (together with one share of our Class B common stock) for (1) one share of our Class A common stock (or cash) and is otherwise non-transferrable together with (2) payments of additional amounts pursuant to the tax receivable agreement.

Incorporation of Ensemble Health Partners, Inc.

Ensemble Health Partners, Inc. was incorporated in Delaware on May 28, 2021. Ensemble Health Partners, Inc. has not engaged in any business or other activities except in connection with its incorporation. Ensemble Health Partners, Inc.’s amended and restated certificate of incorporation will authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of capital stock.”

Following this offering, each Continuing LLC Owner will hold a number of shares of our Class B common stock equal to the number of LLC Units held by such Continuing LLC Owner, each of which provides its holder with no economic rights but entitles the holder to one vote on matters presented to Ensemble Health Partners, Inc.’s stockholders, as described in “Description of capital stock—Common stock.” Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

The Reorganization Transactions

Reorganization

In connection with the closing of this offering, we will consummate the following transactions, which we refer to as the “Reorganization Transactions”:

 

•

We will amend and restate the existing limited liability company agreement of Ensemble Health Partners Holdings, LLC, to, among other things, recapitalize all of the outstanding units of Ensemble Health Partners Holdings, LLC into LLC Units and appoint GGCOF EHL Blocker,

 

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LLC as the sole managing member of Ensemble Health Partners Holdings, LLC (such amended and restated limited liability company agreement of Ensemble Health Partners Holdings, LLC, the “New LLC Agreement”);

 

•

We will amend and restate Ensemble Health Partners, Inc.’s certificate of incorporation to, among other things, (i) provide for Class A common stock and Class B common stock and (ii) issue shares of Class B common stock to the Continuing LLC Owners, on a one-to-one basis with the number of LLC Units they own, for nominal consideration;

 

•

A wholly-owned corporate subsidiary of the Company will be merged with and into GGCOF EHL Blocker, LLC (a current indirect equity owner of Ensemble Health Partners Holdings, LLC) with GGCOF EHL Blocker, LLC surviving, and as merger consideration the equity holder of GGCOF EHL Blocker, LLC will receive Class A Stock of the Company, certain rights under the TRA, and the right to receive certain cash in connection with the Offering;

 

•

Certain investors of Ensemble Health Partners Holdings, LLC will contribute certain Units of Ensemble Health Partners Holdings, LLC and/or cash to the Company in exchange for Class A Common Stock and certain rights under the TRA;

 

•

We will issue 29,500,000 shares of our Class A common stock to the purchasers in this offering (or 33,925,000 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming the shares are offered at $20.50 per share (the midpoint of the price range listed on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses;

 

•

We will (a) purchase directly or indirectly (i) 22,000,000 newly-issued LLC Units of Ensemble Health Partners Holdings, LLC and (ii) 4,672,900 issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners (or 7,310,701 LLC Units and an equal number of shares of Class B common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) (the “Unit Purchase”) at a purchase price per unit equal to the initial public offering price per share of Class A common stock, less underwriting discounts and commissions, (b) pay $54,768,003 to the Continuing Corporate Owner which represents cash proceeds for 2,827,100 of the issued and outstanding LLC Units that the Company indirectly acquired in connection with the merger of a former corporate subsidiary of the Company with GGCOF EHL Blocker, LLC and (c) assuming the underwriters exercise in full their option to purchase additional shares of Class A common stock, repurchase 1,787,198 shares of Class A common stock from the Continuing Corporate Owner.

 

•

Ensemble Health Partners Holdings, LLC will use the proceeds from the sale of LLC Units to pay the unpaid expenses of this offering, which we estimate will be $10.0 million in the aggregate. We intend to use the remainder of the net proceeds from the offering, as follows: (1) approximately $392.8 million to repay a portion of the $1,441.3 million outstanding under our Term Loan; (2) approximately $23.4 million to pay the Special Distribution to Class M unitholders (whose units had not vested when a special distribution was paid to other vested Class M unitholders on February 28, 2021) upon consummation of this offering; and (3) the remainder for working capital and other general corporate purposes. See “Use of proceeds”; and

 

•

Ensemble Health Partners, Inc. will enter into (i) one or more tax receivable agreements with the TRA Beneficiaries (ii) a registration rights agreement and (iii) a stockholders agreement with our Sponsors. See below and also “Certain relationships and related party transactions.”

 

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Tax Receivable Agreement

Pursuant to the New LLC Agreement, from time to time we may be required to acquire LLC Units of Ensemble Health Partners Holdings, LLC from the holders thereof upon exchange for shares of our Class A common stock (or cash) and payments of additional amounts pursuant to a tax receivable agreement. An exchange of LLC Units is intended to be treated as a purchase of such LLC Units for U.S. federal income tax purposes. Ensemble Health Partners Holdings, LLC intends to have an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”), in effect for taxable years in which such sales of LLC Units occur. Pursuant to the Section 754 election, sales of LLC Units are expected to result in an increase in the tax basis of tangible and intangible assets of Ensemble Health Partners Holdings, LLC and certain of its subsidiaries. When we acquire LLC Units from the Continuing LLC Owners, we expect that the anticipated basis adjustments will increase depreciation and amortization deductions allocable to us for tax purposes from Ensemble Health Partners Holdings, LLC, and therefore reduce the amount of income tax we would otherwise be required to pay in the future to various tax authorities. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets of Ensemble Health Partners Holdings, LLC and its subsidiaries to the extent increased tax basis is allocated to those capital assets.

Upon the completion of this offering, we will be a party to one or more tax receivable agreements. Under these agreements, we generally will be required to pay to the TRA Beneficiaries 85% of the applicable cash savings, if any, in U.S. federal, state, and local income tax that we are deemed to realize as a result of (1) tax basis in the assets of Ensemble Health Partners Holdings, LLC and certain of its subsidiaries that is created as a result of (i) the exchange by the TRA Beneficiaries of their LLC Units for shares of our Class A common stock or cash (as described in the paragraph above), (ii) payments made under the tax receivable agreement (including imputed interest) and (iii) the Unit Purchase, (2) net operating losses and other tax attributes (including existing tax basis in the assets of Ensemble Health Partners Holdings, LLC and certain of its subsidiaries that is attributable to prior acquisitions) of GGCOF EHL Blocker, LLC and certain of our pre-IPO investors who contribute units of Ensemble Health Partners Holdings, LLC to us as part of the Reorganization Transactions and (3) deductions attributable to payments of imputed interest under the tax receivable agreement. We generally will retain the benefit of the remaining 15% of the applicable tax savings. Under the tax receivable agreement, we are entitled at our option to make payments to TRA Beneficiaries in advance of such TRA payments being due.

This offering

In connection with the completion of this offering, we will issue 29,500,000 shares of our Class A common stock to the purchasers in this offering (or 33,925,000 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming the shares are offered at $20.50 per share (the midpoint of the price range listed on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses. We intend to use the net proceeds we receive to (a) purchase directly or indirectly (i) 22,000,000 newly-issued LLC Units of Ensemble Health Partners Holdings, LLC and (ii) 4,672,900 issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners (or 7,310,701 LLC Units and an equal number of shares of Class B common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a purchase price per unit equal to the initial public offering price per share of Class A common stock, less underwriting discounts and commissions, (b) pay $54,768,003 to the Continuing Corporate Owner which represents cash proceeds for 2,827,100 of the issued and outstanding LLC Units that the Company indirectly acquired in connection with the merger of a former corporate subsidiary of the Company with GGCOF EHL Blocker, LLC and (c) assuming the underwriters exercise in full their option to purchase additional shares of Class A common stock, repurchase 1,787,198 shares of

 

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Class A common stock from the Continuing Corporate Owner. Assuming that the shares of Class A common stock to be sold in this offering are sold at $20.50 per share, which is the midpoint of the price range on the front cover of this prospectus, at the time of this offering, we will purchase 22,000,000 newly issued LLC Units from Ensemble Health Partners Holdings, LLC for an aggregate of $426.2 million. Ensemble Health Partners Holdings, LLC will use the proceeds contributed to it as described in the section titled “Use of Proceeds” and will bear or reimburse Ensemble Health Partners, Inc. for all of the expenses of this offering. Accordingly, following this offering, we will hold (directly or indirectly through subsidiaries) a number of LLC Units that is equal to the sum of the number of shares of Class A common stock that we have issued to investors in this offering plus the number of shares of Class A common stock that we have issued to those of our pre-IPO investors and certain of their affiliates who will receive shares of Class A common stock in connection with the Reorganization Transactions.

 

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of shares of Class A common stock in this offering will be approximately $571.5 million, after deducting underwriting discounts and commissions. This estimate assumes an initial public offering price of $20.50 per share, the midpoint of the price range set forth on the cover page of this prospectus.

If the underwriters exercise in full their option to purchase additional shares of Class A common stock, based on the same assumptions, we estimate our net proceeds will be approximately $657.2 million, after deducting underwriting discounts and commissions.

A $1.00 increase (decrease) in the assumed initial public offering price of $20.50 per share of Class A common stock, the midpoint of the price range set forth on the cover of this prospectus would increase (decrease) the net proceeds from this offering by $28.4 million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated expenses payable. An increase or decrease of 1,000,000 shares from the expected number of shares of Class A common stock to be sold by us in this offering would cause the net proceeds received to increase or decrease, respectively, by approximately $18.9 million, assuming the assumed initial public offering price per share (the midpoint of the price range set forth on the cover page of this prospectus) remains the same.

We intend to use the net proceeds from the sale by the Company of 29,500,000 shares of Class A common stock in this offering to (a) purchase directly or indirectly (i) 22,000,000 newly-issued LLC Units of Ensemble Health Partners Holdings, LLC (ii) 4,672,900 issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners (or 7,310,701 LLC Units and an equal number of shares of Class B common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a purchase price per unit equal to the initial public offering price per share of Class A common stock, less underwriting discounts and commissions, (b) pay $54,768,003 to the Continuing Corporate Owner which represents cash proceeds for 2,827,100 of the issued and outstanding LLC Units that the Company indirectly acquired in connection with the merger of a former corporate subsidiary of the Company with GGCOF EHL Blocker, LLC and (c) assuming the underwriters exercise in full their option to purchase additional shares of Class A common stock, to repurchase 1,787,198 shares of Class A common stock from the Continuing Corporate Owner. Ensemble Health Partners Holdings, LLC will pay the expenses of this offering, which we estimate will be $10.0 million in the aggregate. Ensemble Health Partners Holdings, LLC will not receive any proceeds that we use to purchase LLC Units and an equal number of shares of Class B common stock from Continuing LLC Owners. We intend to cause Ensemble Health Partners Holdings, LLC to use the remainder of the net proceeds from the offering as follows:

 

•

approximately $392.8 million to repay a portion of the $1,441.3 million outstanding under our Term Loan(1) (as defined in “Description of Certain Indebtedness” as of June 30, 2021, of which $785 million was borrowed in February 2021 and used to pay a special distribution to holders of our LLC units;

 

•

approximately $23.4 million to pay the Special Distribution to Class M unitholders (whose units had not vested when a special distribution was paid to other vested Class M unitholders on February 28, 2021) upon consummation of this offering;

 

•

the remainder for working capital and other general corporate purposes, including the acquisition of, or investment in complementary products, technologies, solutions, or businesses, although we have no present commitments or agreements to enter into any acquisition or investments.

 

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Other than as discussed above, we do not have more specific plans for the net proceeds from this offering. Accordingly, our management will have significant flexibility in applying the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these net proceeds. As of the date of this prospectus, we intend to invest the net proceeds in short-term interest-bearing investment-grade securities, certificates of deposit, government securities, or bank deposits. The goal with respect to the investment of these net proceeds will be capital preservation and liquidity so that these funds are readily available to fund our operations.

 

(1)

Upon consummation of this offering, amounts outstanding under our Term Loan will bear interest at a floating rate equal to, at our option, either (i) a Eurodollar rate for a specified interest period plus an applicable margin of 3.50% or (ii) a “base rate” plus an applicable margin of 2.50%. The “base rate” for any day is a fluctuating rate per annum equal to the highest of (a) the federal funds effective rate ineffect on such day, plus 0.50%, (b) the rate of interest in effect for such day as publicly announced by the Wall Street Journal as the “U.S. Prime Rate,” and (c) the Eurodollar rate with a one-month interest period plus 1.00%. Amounts outstanding under our Term Loan following this offering and the use of proceeds therefrom mature on August 1, 2026. See “Description of Indebtedness”.

 

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DIVIDEND POLICY

Our board of directors does not currently intend to pay dividends on our Class A common stock following completion of the offering. We currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends in the foreseeable future. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. If Ensemble Health Partners, Inc. decides to pay a dividend on shares of our Class A common stock in the future, it would likely need to cause Ensemble Health Partners Holdings, LLC to make distributions to Ensemble Health Partners, Inc. in an amount sufficient to cover such dividend. If Ensemble Health Partners Holdings, LLC makes such distributions to Ensemble Health Partners, Inc., the other holders of LLC Units will be entitled to receive pro rata distributions. Any future determination to declare cash dividends on shares of our Class A common stock will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. Currently, the provisions of our credit facilities place certain limitations on the amount of cash dividends we can pay. See “Description of certain indebtedness.”

 

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of

June 30, 2021 on an actual basis, as well as on a pro forma basis to reflect:

 

•

the Reorganization Transactions;

 

•

the issuance of shares of Class A common stock by us in this offering and the receipt of approximately $571.5 million in net proceeds from the sale of such shares, assuming an initial public offering price of $20.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses; and

 

•

the application of the estimated net proceeds from the offering as described in “Use of proceeds.”

The pro forma information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information set forth under the headings “Prospectus summary—Summary consolidated financial and other data—Non-GAAP financial measure” and “Management’s discussion and analysis of financial condition and results of operations” and other financial information contained in this prospectus.

 

		As of June 30, 2021
		Actual				Pro forma (1)
		(in thousands, except share and per share data)
Cash and cash equivalents		$	76,051			$	76,455
Indebtedness
Current portion of long-term debt(2)		$	14,669			$	14,669
Long-term debt(2)			1,400,887				1,008,076
Redeemable noncontrolling interests			—				2,451,886
Members’/Stockholders’ equity:
Class A common stock, $0.001 par value per share, 750,000,000 shares authorized and 57,178,840 shares outstanding on a pro forma basis			—				57
Class B common stock, $0.001 par value per share, 150,000,000 shares authorized and 119,604,181 shares outstanding on a pro forma basis			—				119
Contributed capital			448,320				—
Additional paid in capital			—				(1,518,824	)
Retained earnings/deficit			12,399				(139,922	)
Accumulated other comprehensive loss			(12	)			(2	)
Total members’/stockholder’s equity			460,707				(1,658,572	)
Total capitalization		$	1,876,263			$	1,816,059

(1)	Pro forma reflects the Reorganization Transactions and application of the estimated proceeds of the offering as described in “Use of proceeds.”

(2)	Long-term debt is net of unamortized debt issuance costs of $25.7 million. For further description and definition of our Credit Agreement, see “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Indebtedness.”

A $1.00 increase (decrease) in the assumed initial public offering price of $20.50 per share of Class A common stock, the midpoint of the price range set forth on the cover of this prospectus would increase (decrease) the pro forma amount of each of cash and cash equivalents, contributed capital/

 

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additional paid in capital, total stockholders’ equity and total capitalization by $27.9 million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated expenses payable. An increase or decrease of 1,000,000 shares from the expected number of shares of Class A common stock to be sold by us in this offering would cause the as adjusted amount of each of cash and cash equivalents, contributed capital/additional paid in capital, total stockholders’ equity and total capitalization to increase or decrease, respectively, by approximately $19.4 million, assuming the assumed initial public offering price per share (the midpoint of the price range set forth on the cover page of this prospectus) remains the same. Any increase or decrease in proceeds due to a change in the initial public offering price or number of shares issued would increase or decrease, respectively, the amount of net proceeds contributed to Ensemble Health Partners Holdings, LLC to be used by it for working capital and general corporate purposes.

 

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DILUTION

The Continuing LLC Owners will maintain their LLC Units of Ensemble Health Partners Holdings, LLC after the Reorganization Transactions. Because the Continuing LLC Owners do not own any Class A common stock or have any right to receive distributions from Ensemble Health Partners, Inc., we have presented dilution in pro forma net tangible book value per share after this offering assuming that all of the holders of LLC Units (other than Ensemble Health Partners, Inc.) exchanged their LLC Units for newly issued shares of Class A common stock on a one-for-one basis and the cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock from Ensemble Health Partners, Inc.) in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed exchange of all LLC Units for shares of Class A common stock as described in the previous sentence as the “Assumed Exchange.”

If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our Class A common stock after this offering. Dilution results from the fact that the initial public offering price per share of Class A common stock is substantially in excess of the net tangible book value per share of our Class A common stock attributable to the existing stockholders for our presently outstanding shares of Class A common stock, after giving effect to the Assumed Exchange. Our net tangible book value per share represents the amount of our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares of Class A common stock issued and outstanding, after giving effect to the Assumed Exchange.

As of June 30, 2021, we had a historical net tangible book value of $(1,300) million, or $(8.40) per share of Class A common stock, based on 154,783,022 shares of our Class A common stock outstanding as of October 19, 2021, after giving effect to the Assumed Exchange. Dilution is calculated by subtracting net tangible book value per share of our Class A common stock from the assumed initial public offering price per share of our Class A common stock.

 

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Investors participating in this offering will incur immediate and substantial dilution. Without taking into account any other changes in such net tangible book value after October 19, 2021, after giving effect to the Reorganization Transactions, the Assumed Exchange, and the sale of shares of our Class A common stock in this offering assuming an initial public offering price of $20.50 per share (the midpoint of the offering range shown on the cover of this prospectus), less the underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of June 30, 2021 would have been approximately $(967.0) million, or $(5.47) per share of Class A common stock. This amount represents an immediate increase in net tangible book value of $2.93 per share of our Class A common stock to the existing stockholders and immediate dilution in net tangible book value of $25.97 per share of our Class A common stock to investors purchasing shares of our Class A common stock in this offering. The following table illustrates this dilution on a per share basis:

 

Assumed initial public offering price per share						$	20.50
Pro forma net tangible book value per share as of October 19, 2021, before giving effect to this offering, but after giving effect to the Assumed Exchange		$	(8.40	)
Increase in net tangible book value per share attributable to investors purchasing shares in this offering			2.93
Pro forma as adjusted net tangible book value per share, after giving effect to this offering						$	(5.47	)
Dilution in as adjusted net tangible book value per share to investors in this offering						$	25.97

Each $1.00 increase (decrease) in the assumed initial public offering price of $20.50 per share would decrease (increase) the pro forma as adjusted net tangible book deficit per share of our Class A common stock after giving effect to this offering, the Reorganization Transactions and the Assumed Exchange by $0.12 per share of our Class A common stock, assuming no change to the number of shares of our Class A common stock offered by us as set forth on the front cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. An increase (decrease) of 1,000,000 shares from the expected number of shares of Class A common stock to be sold by us in this offering would increase (decrease) the pro forma as adjusted net tangible book value per share of our Class A common stock after giving effect to this offering, the Reorganization Transactions and the Assumed Exchange by $0.11, assuming the assumed initial public offering price per share (the midpoint of the price range set forth on the cover page of this prospectus) remains the same.

 

•

The following table summarizes, as of October 19, 2021, on the pro forma basis described above, the total number of shares of Class A common stock purchased from us, the total consideration paid to us, and the average price per common share of Class A common stock paid by purchasers of such shares and by new investors purchasing shares in this offering.

 

		Shares purchased								Total consideration								Average price per share
		Number				Percent				Amount				Percent
Existing shareholders			147,283,022				83	%		$	1,148,950,517				66	%		$	7.80
New investors			29,500,000				17	%			604,750,000				34	%		$	20.50
Total			176,783,022				100	%		$	1,753,700,517				100	%

Each $1.00 increase or decrease in the assumed initial public offering price of $20.50 per share would increase or decrease, as applicable, the total consideration paid by new investors by $29.5 million and increase or decrease, as applicable, the percent of total consideration paid by new investors by 1.1%, assuming the number of shares of Class A common stock we are offering, as set

 

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forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares of Class A common stock we are offering. An increase or decrease of 1,000,000 in the number of shares of Class A common stock offered by us would increase or decrease, as applicable, total consideration paid by new investors by $20.5 million, and increase or decrease, as applicable, the percent of total consideration paid by new investors by 0.8% assuming that the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions.

The 57,178,840 shares of Class A common stock to be outstanding after this offering is based on 30,505,941 shares of Class A common stock outstanding immediately following the Reorganization Transactions and excludes the following:

 

•

119,604,181 shares of Class A common stock issuable upon exchange or redemption of LLC Units, together with corresponding shares of Class B common stock;

 

•

17,678,302 shares of Class A common stock initially reserved for future issuance under our 2021 Equity Incentive Plan (not taking into account (1) any increases under the evergreen provision thereof or (2) the up to 15,201,318 shares of Class A common stock issuable upon exchange or redemption of LLC Units (which are included in the bullet above)); and

 

•

3,535,660 shares of Class A common stock initially reserved for future issuance under our 2021 Employee Stock Purchase Plan (not taking into account any increases under the evergreen provision thereof).

Unless otherwise indicated, this prospectus reflects and assumes the following:

 

•

the consummation of the Reorganization Transactions;

 

•

the adoption of our amended and restated certificate of incorporation and our amended and restated bylaws to be effective upon the completion of this offering; and

 

•

no exercise by the underwriters of their option to purchase up to 4,425,000 additional shares of our Class A common stock in this offering.

 

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2021 and the unaudited pro forma condensed consolidated statements of operations and comprehensive income for the six months ended June 30, 2021 and for the year ended December 31, 2020 present our consolidated financial position and results of operations after giving effect to the following transactions (collectively, the “Transactions”):

 

•

the Recapitalization Transaction, as described and defined below;

 

•

the Reorganization Transactions, as described and defined under “Organizational Structure”; and

 

•

the sale by us of shares of Class A common stock pursuant to this offering and the application of the proceeds from this offering as described in “Use of Proceeds,” based on an assumed initial public offering price of $20.50 per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering (the “Offering Transactions”).

The following unaudited pro forma condensed consolidated financial information is derived from the historical consolidated financial statements of Ensemble Health Partners Holdings, LLC and its subsidiaries (“Ensemble Holdings”) included elsewhere in this prospectus. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020, give pro forma effect to the Transactions as if they had occurred on January 1, 2020. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2021, gives effect to the Reorganization Transactions and the Offering Transactions as if they had occurred on June 30, 2021. The unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated financial information has been adjusted to include Transaction Accounting Adjustments, which reflect the application of the accounting required by generally accepted accounting principles in the United States (“GAAP”), linking the effects of the Transactions listed above to the Company’s historical consolidated financial statements.

For purposes of the unaudited pro forma condensed consolidated financial information, we have assumed that shares of Class A common stock will be issued by us at a price per share equal to the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and as a result, immediately following the completion of this offering, the ownership percentage represented by LLC Units held by the limited partners of Ensemble Holdings and not by us will be 67.7%, and net earnings attributable to LLC Units held by the limited partners of Ensemble Holdings and not by us will accordingly represent 67.7% of our net earnings. If the underwriters’ option to purchase additional shares is exercised in full, the ownership percentage represented by LLC Units held by the limited partners of Ensemble Holdings and not by us will be 66.2% and net earnings attributable to LLC Units held by the limited partners of Ensemble Holdings and not by us will accordingly represent 66.2% of our net earnings.

The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been completed as of the dates set forth above, nor is it indicative of the future consolidated results of operations or financial position of the Company. Further, pro forma adjustments represent management’s best estimates based on information available as of the date of this prospectus and are subject to change as additional information becomes available.

The unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock from us. The

 

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historical consolidated financial position and results of operations of Ensemble Health Partners, Inc. have not been presented in the accompanying unaudited pro forma consolidated financial information as Ensemble Health Partners, Inc. is a newly incorporated entity formed on May 28, 2021, has had no business transactions or activities to date, and had no assets, liabilities, revenues, or expenses during the periods presented in this section.

The unaudited pro forma condensed consolidated financial information should be read together with “The reorganization transactions,” “Use of proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data,” “Management’s discussion and analysis of financial condition and results of operations,” “Certain relationships and related party transactions” and the historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

 

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ENSEMBLE HEALTH PARTNERS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND COMPREHENSIVE INCOME

As of June 30, 2021

(in thousands)

 

		Ensemble Health Partners Holdings, LLC				Reorganization transaction adjustments								As adjusted before this offering				Offering adjustments						Pro Forma Ensemble Health Partners, Inc.
Assets
Current assets
Cash and cash equivalents		$	76,051			$	1,000				(a)			$	77,051			$	(596	)		(d)(e)		$	76,455
Accounts receivable, net			96,485												96,485										96,485
Accounts receivable, net - related party			59,427												59,427										59,427
Prepaid expenses and other current assets			8,823												8,823				(2,214	)		(e)			6,609
Total current assets			240,786				1,000								241,786				(2,810	)					238,976
Property, equipment and software, net			38,651												38,651										38,651
Intangible assets, net			1,302,388												1,302,388										1,302,388
Deferred tax assets			—				5,873				(b)				5,873				8,494			(b)			14,367
Goodwill			457,953												457,953										457,953
Operating lease right-of-use asset			72,303												72,303										72,303
Other assets			1,457												1,457										1,457
Total assets		$	2,113,538			$	6,873							$	2,120,411			$	5,684					$	2,126,095
Liabilities and Members’ Equity
Current liabilities
Accounts payable		$	15,144												15,144				(2,622	)		(d)(e)			12,522
Accounts payable-related party			11,395												11,395										11,395
Salaries and related liabilities			55,854												55,854										55,854
Accrued interest			9,699												9,699										9,699
Other current liabilities			10,988												10,988				(6,090	)		(d)			4,898
Current portion of deferred revenue - related party			29,454												29,454										29,454
Current portion of operating lease liabilities			3,837												3,837										3,837
Current portion of long-term debt			14,669												14,669										14,669
Total current liabilities			151,040												151,040				(8,712	)					142,328
Long-term debt			1,400,887												1,400,887				(392,811	)		(d)			1,008,076
TRA liability			—				40,796				(b)				40,796				59,007			(b)			99,803
Other long-term liabilities			28,597												28,597				(18,330	)		(d)			10,267
Non-current portion of operating lease liabilities			68,822												68,822										68,822
Non-current portion of deferred revenue - related party			3,485												3,485										3,485
Total liabilities			1,652,831				40,796								1,693,627				(360,846	)					1,332,781
Commitments and contingencies
Redeemable noncontrolling interests			—				2,547,680				(c)				2,547,680				(95,794	)		(d)			2,451,886
Stockholders’/members’ equity
Class A common stock			—				30				(c)				30				27			(d)			57
Class B common stock			—				124				(c)				124				(5	)		(d)			119
Contributed capital			448,320				(448,320	)			(c)				—				—						—
Additional paid in capital			—				(2,121,048	)			(b)(c)				(2,121,048	)			602,224			(b)(d)(e)(f)			(1,518,824	)
Retained earnings/(Accumulated deficit)			12,399				(12,399	)			(c)				—				(139,922	)		(d)(e)(f)			(139,922	)
Accumulated other comprehensive loss			(12	)			10				(c)				(2	)									(2	)
Total stockholders’/members’ equity			460,707				(2,581,603	)							(2,120,896	)			462,324						(1,658,572	)
Total liabilities, redeemable noncontrolling interests and stockholders’/members’ equity		$	2,113,538			$	6,873							$	2,120,411			$	5,684					$	2,126,095

 

78

ENSEMBLE HEALTH PARTNERS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the six months ended June 30, 2021

(in thousands)

 

		Ensemble Health Partners Holdings, LLC				Recapitalization transaction adjustments								As Adjusted before Reorganization and Offering adjustments				Reorganization transaction adjustments								As adjusted before this offering				Offering adjustments						Pro Forma Ensemble Health Partners, Inc.
Net revenue ($204.5 million from related party)		$	401,080											$	401,080											$	401,080									$	401,080
Operating expenses:
Cost of services			243,171				(38	)			(h	)			243,133												243,133				695			(o)			243,828
Selling, general and administrative			57,215				(587	)			(h	)			56,628												56,628				4,181			(m)(o)			60,809
Other			4,979				(3,348	)			(g	)			1,631												1,631				(440	)		(i)			1,191
Total operating expenses			305,365				(3,973	)							301,392												301,392				4,436						305,828
Income from operations			95,715				3,973								99,688												99,688				(4,436	)					95,252
Interest expense			27,246				3,933				(g	)			31,179												31,179				(6,277	)		(n)			24,902
Tax expense			1,515												1,515												1,515										1,515
Other income, net			(7	)											(7	)											(7	)									(7	)
Total other expense, net			28,754				3,933								32,687												32,687				(6,277	)					26,410
Income before income taxes			66,961				40								67,001												67,001				1,841						68,842
Provision for income tax expense			—																3,139				(j)				3,139				2,154			(j)			5,293
Net income			66,961				40								67,001				(3,139	)							63,862				(313	)					63,549
Net income attributable to noncontrolling interests			—																53,796				(k)				53,796				(7,220	)		(l)			46,576
Net income attributable to Ensemble Health Partners, Inc.		$	66,961			$	40							$	67,001			$	(56,935	)						$	10,066			$	6,907					$	16,973
Consolidated statements of comprehensive income (loss)
Net income		$	66,961			$	40							$	67,001			$	(3,139	)						$	63,862			$	(313	)				$	63,549
Other comprehensive loss
Foreign currency translation adjustment			(3	)											(3	)											(3	)									(3	)
Comprehensive income		$	66,958			$	40							$	66,998			$	(3,139	)						$	63,859			$	(313	)				$	63,546
Pro forma earnings per share - basic		$	0.06																																	$	0.30				(p	)
Pro forma weighted average common shares outstanding - basic			1,208,196																																		57,179				(p	)
Pro forma earnings per share - diluted																																				$	0.29				(p	)
Pro forma weighted average common shares outstanding - diluted																																					58,036				(p	)

 

79