Filing Details

 New Frontier Health Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

This statement relates to shares of common stock, par value $0.0001 per share (the “Ordinary Shares”), of New Frontier Health Corporation, a Cayman Islands exempted company (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

i.	The Goldman Sachs Group, Inc., a Delaware corporation (“GS Group”);

ii.	Goldman Sachs & Co. LLC, a New York limited liability company (“Goldman Sachs”);

iii.	WSCP VIII ESC Advisors, L.L.C., a Delaware limited liability company (“WSCP Advisors”);

iv.	WSCP VIII Emp Onshore Investments, L.P., a Delaware limited partnership (“WSCP Onshore”);

v.	WSCP VIII Emp Offshore Investments, L.P., a Cayman Islands exempted limited partnership (“WSCP Offshore”);

vi.	West Street Capital Partners VIII Advisors, L.L.C., a Delaware limited liability company (“West Street Advisors”);

vii.	West Street Capital Partners VIII, L.P., a Delaware limited partnership (“West Street”);

viii.

West Street Capital Partners VIII - Parallel, L.P., a Delaware limited partnership (“West Street Parallel”);

ix.	West Street Capital Partners VIII Advisors, S.à r.l., a Luxembourg private limited company (“West Street SARL”);

x.	WSCP VIII Offshore Investments, SLP, a Luxembourg special limited partnership (“WSCP Offshore Investments”);

xi.	Goldman Sachs Asia Strategic II Pte. Ltd., a Singapore limited liability company (“GS Asia”);

xii.	West Street Private Markets 2021 Advisors, L.L.C., a Delaware limited liability company (“West Street Private Advisors”);

xiii.

West Street Private Markets 2021, L.P., a Delaware limited partnership (“West Street Private” and, together with the entities listed in (i) through (xii), the “Reporting Persons”).

Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the manager for WSCP Advisors and investment manager for WSCP Onshore, WSCP Offshore, West Street, West Street Parallel, WSCP Offshore Investments and West Street Private. WSCP Advisors is the general partner of WSCP Onshore and WSCP Offshore. West Street Advisors is the general partner of West Street and West Street Parallel. West Street SARL is the general partner of WSCP Offshore Investments. West Street Private Advisors is the general partner of West Street Private.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 99.1.

(b) The address of the principal business office of each of the Reporting Persons is 200 West Street New York, NY 10282-2198.

(c) GS Group is a bank holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs is an investment banking firm and a member of the New York Stock Exchange and other national exchanges

The description of the Merger Agreement (as defined below), the Debt Commitment Letter (as defined below), the Equity Commitment Letters (as defined below), the Limited Guarantees (as defined below), the Support Agreement (as defined below) and the Interim Investors Agreement (as defined below) are incorporated by reference in this Item 3.

Merger Agreement

On August 4, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Unicorn II Holdings Limited (“HoldCo”), Unicorn II Parent Limited (“Parent”), a wholly owned subsidiary of HoldCo, and Unicorn II Merger Sub Limited (“Merger Sub”), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer being the surviving company (the “Surviving Company”) and an indirect wholly-owned subsidiary of HoldCo.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Issuer (each, a “Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$12.00 in cash per Share without interest, and each warrant of the Issuer (each, a “Warrant”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$2.70 in cash per Warrant without interest, except for (a) Shares held by HoldCo, Parent, Merger Sub, the Issuer or any of their respective subsidiaries, which will be cancelled and cease to exist without payment of any consideration or distribution from the Issuer therefor, (b) certain Shares and/or Warrants held by New Frontier Public Holding Ltd. (“NFPH”), Carnival Investments Limited, Max Rising International Limited, Ms. Roberta Lipson, Mr. Ying Zeng, Vivo Capital IX (Cayman), LLC, NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Mr. Ho Kei Li, Smart Scene Investment Limited, LY Holding Co., Limited, Strategic Healthcare Holding Limited, Advance Data Services Limited, Yunqi China Special Investment A, York Asian Opportunities Investments Master Fund, L.P., Smart Will Investments Limited and Fosun Industrial Co., Limited or their respective affiliates (each, a “Rollover Securityholder”), which will be cancelled and cease to exist without payment of any consideration or distribution from the Issuer therefor and (c) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to the laws of the Cayman Islands, which will be cancelled and cease to exist at the Effective Time and such shareholders will be entitled to receive only the payment of the fair value of such dissenting Shares held by them determined in accordance with the laws of the Cayman Islands. In addition, each Warrant for which the holder thereof has timely provided consent to a certain warrant amendment as provided under the Merger Agreement (the “Warrant Amendment”) and has not revoked such consent prior to the deadline established by the Issuer for the warrantholders to submit consents will be entitled to a consent fee of US$0.30 in cash per Warrant without interest, except for Warrants held by NFPH.

Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase Shares (the “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with an equity incentive plan to be established by HoldCo (the “HoldCo Share Plan”), an option to purchase the same number of ordinary shares of HoldCo (the “HoldCo Shares”) as the total number of Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the applicable exercise price per Share underlying such Company Option and subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company Option in effect immediately prior to the Effective Time; and (ii) each restricted share unit of the Issuer (the “Company RSU Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company RSU Award in effect immediately prior to the Effective Time.

The Merger, which is currently expected to close during the fourth quarter of 2021, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy at an extraordinary general meeting of the Issuer’s shareholders; (ii) that the Warrantholder Consent (as defined in the Merger Agreement) shall be obtained and the Warrant Amendment shall be entered into in accordance with the Merger Agreement and shall take effect no later than the Effective Time and (iii) that the aggregate amount of dissenting Shares shall be no more than 10% of the total outstanding Shares immediately prior to the Effective Time. If completed, the Merger will result in the Issuer becoming a privately-held company and its Shares will no longer be listed on the New York Stock Exchange.

Limited Guarantees and Equity Commitment Letters

Concurrently with the execution of the Merger Agreement, WSCP VIII Emp Onshore Investments, L.P., WSCP VIII Emp Offshore Investments, L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Goldman Sachs Asia Strategic II Pte. Ltd. and West Street Private Markets 2021, L.P. (collectively, the “GS Investing Entities”), along with certain other investors, entered into limited guarantees (collectively, the “Limited Guarantees”) in favor of the Issuer on equal date therewith, whereby such person(s) agreed to irrevocably and unconditionally guarantee their respective portion of HoldCo’s obligation to pay the Issuer the HoldCo Termination Fee (as defined in the Merger Agreement) and certain costs and expenses, if and as required pursuant to the terms of the Merger Agreement, as well as equity commitment letters (collectively, the “Equity Commitment Letters”) with such person(s) confirming its commitment to contribute to HoldCo cash in exchange for Holdco Shares for the purpose of funding the Merger consideration and fees and expenses incurred by HoldCo in connection with the transactions contemplated by the Merger Agreement.

Debt Commitment Letters

In connection with the Merger, Merger Sub entered into a debt commitment letter (the “CMB Debt Commitment Letter”) issued by China Merchant Bank Shanghai Branch (“CMB”) on June 25, 2021. Under the terms and subject to the conditions of CMB Debt Commitment Letter, CMB has committed to make available to Merger Sub a senior term loan facility in an aggregate commitment amount equal to the RMB equivalent of US$500,000,000.

(a) As of August 4, 2021, GS Group and Goldman Sachs may be deemed to beneficially own 1,901,118 shares of Ordinary Shares, which were acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. Such 1,901,118 shares of Ordinary Shares constitute approximately 1.44% of the outstanding shares of Ordinary Shares, based on the Reported Shares Outstanding.

The aggregate shares of Ordinary Shares described above does not include shares of Ordinary Shares beneficially owned by any other member of any “group” within the meaning of Section 13(d) of the Exchange Act of 1934 in which GS Group, Goldman Sachs, or any of the Reporting Persons may be deemed a member. Other than as described in the following paragraph, the GS Investing Entities do not beneficially own any securities of the Issuer.

As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act, with, among others, Unicorn II Holdings Limited, Unicorn II Parent Limited, Unicorn II Merger Sub Limited, New Frontier Public Holding Ltd., and each of the Persons set forth in Schedule I to the Interim Investors Agreement. The Reporting Persons do not have affirmative information about any shares that may be beneficially owned by such other persons, other than the Ordinary Shares disclaimed in Schedule 13D filed by certain reporting persons on August 6, 2021. Each Reporting Person hereby disclaims membership in any “group” with any person and disclaims beneficial ownership of any shares of Ordinary Shares that may be or are beneficially owned by, among others, Unicorn II Holdings Limited, Unicorn II Parent Limited, Unicorn II Merger Sub Limited, New Frontier Public Holding Ltd., and each of the Persons set forth in Schedule I to the Interim Investors Agreement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any shares of Ordinary Shares beneficially owned by Unicorn II Holdings Limited, Unicorn II Parent Limited, Unicorn II Merger Sub Limited, New Frontier Public Holding Ltd., and each of the Persons set forth in Schedule I to the Interim Investors Agreement for purposes of Section 13(d) of the Exchange Act or for any other purpose, or that Unicorn II Holdings Limited, Unicorn II Parent Limited, Unicorn II Merger Sub Limited, New Frontier Public Holding Ltd., and each of the Persons set forth in Schedule I to the Interim Investors Agreement.

The Reporting Persons do not affirm the existence of a group and are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act.

In accordance with Securities and Exchange Commission Release No. 34-395538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have investment discretion, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

Except as set forth in Schedule IV hereto, no transactions in the Ordinary Shares were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I Schedule II-A and Schedule II-B, hereto, from June 13, 2021 through August 13, 2021.

The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Goldman Sachs or another subsidiary of GS Group (collectively, “GS”) may, from time to time, in the ordinary course of business, including as a broker, dealer, bank or investment advisor, (i) be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give GS direct or indirect voting, investment or dispositive power over, securities of the Issuer (the “Contracts”), and/or (ii) buy, sell and/or hold securities of the Issuer, which, in each of (i) and (ii), may be significant in amount. The profit, loss and/or return on such Contracts and transactions may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing. Accordingly, GS disclaims any beneficial ownership in the securities that may be referenced in such Contracts and transactions.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 16, 2021

 

 

The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing WSCP Onshore, WSCP Offshore, West Street, West Street Parallel, WSCP Offshore Investments, GS Asia and West Street Private.

The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104.  The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.

All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the People’s Republic of China (Hong Kong permanent resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.