EQHA

Unit Split

EQ Health Acquisition Corp.

Underwriter: Jefferies, BTIG
Raised
$219M
CIK
1826729
Focus
Healthcare, Unicorns
External link: SEC Filings

SPAC Team

Leadership

Lewis N. Little, Jr. has served as our Executive Chairman of the Board since our inception. From October 2016 until December 31, 2020, Mr. Little has served as President and Chief Executive Officer of Covenant Physician Partners, Inc., a physician and healthcare provider headquartered in Nashville and affiliated with 63 physician partnerships in 19 states. During that same period, Mr. Little was also a board member of Covenant Physician Partners, Inc. At Covenant Physician Partners, Inc., Mr. Little executed more than $300 million in acquisitions (including $200 million of acquisitions in 2019 alone), doubled the revenue and EBITDA in three years through the successful M&A strategy and organic growth (pro forma revenue of $149 million and pro forma adjusted EBIDTA of $25 million in 2016 increased to pro forma adjusted revenue of $295 million and pro forma adjusted EBITDA of $52 million in 2019, respectively), and expanded Covenant Physician Partners, Inc. from a pure-play ambulatory surgery center model to a comprehensive provider of surgical services, anesthesia, and physician practice management across the gastro-enterology and ophthalmology sectors. He also enhanced the value and patient outcomes by pivoting the strategy of Covenant Physician Partners, Inc. to a more holistic and integrated physician services model, leveraging back-office capabilities, increasing physician alignment and satisfaction, and streamlining care management. Mr. Little also initiated and led an investment by affiliates of KKR & Co. just 11 months after joining as the Chief Executive Officer. In 2002, Mr. Little co-founded and served from 2002 to 2013 as the Chief Executive Officer of Harden Healthcare, LLC, a healthcare and rehabilitation services provider, as an owner and operator of long-term care facilities in Texas. Under Mr. Little’s management, with the assistance of Messrs. Ellyson and Hanson, Harden Healthcare, LLC executed more than twenty acquisitions and grew to 230 facilities in 13 states, generating revenues in excess of $800 million annually in 2013 and 2015, which resulted in 15.2 times growth of MOIC and 56% IRR. Messrs. Little, Ellyson and Hanson expanded Harden Healthcare, LLC from a skilled nursing provider to an integrated post-acute care provider across facility-based, home health, hospice and personal care services. Mr. Little also served on the board of Harden Healthcare, LLC from January 2002 to October 2013. Prior to joining Covenant Physician Partners, Inc., Mr. Little served on the board of directors of HNI Healthcare, a technology-enabled physician practice management company, from 2014 to 2016, and then on the board of directors of LifeCare, Inc., a counseling services provider, from May 2016 to October 2016 and Results Physiotherapy, a physical therapy company, from 2015 to 2017. Mr. Little was named Central Texas Entrepreneur of the Year by E&Y in 2005 and Best Large Company CEO in 2013 by the Austin Business Journal. Mr. Little holds a Bachelor of Arts in Marketing (1979) and a Master of Business Administration in Finance (1981) from the University of Texas at Austin. Mr. Little has executed several “buy and build” strategies across facility-based, home health and alternate site settings as the Chief Executive Officer of Harden Healthcare, LLC and Covenant Physician Partners, Inc. and we believe that he can help us leverage these past integration and care coordination successes as we focus on middle market opportunities in the healthcare services sector.

Andrew Beckman has served as our Vice-Chair of the Board since January 2021. Since December 2017, Mr. Beckman has been a Managing Director and the Head of Liquid Credit and Special Situations at FS Investments. In that capacity, he has been responsible for managing the FS Global Credit Opportunities Fund, the FS Tactical Opportunities Fund and the Bridge Street CLO business. Prior to joining FS Investments, he served as a Partner and the Head of Corporate Credit and Special Situations at DW Partners, a multi-billion corporate credit manager, from December 2016 to December 2017. Prior to joining DW Partners, he built and managed Magnetar Capital’s event-driven credit business and was the head of its Credit Opportunities Fund. He was with Magnetar Capital from 2012 to 2016. Earlier in his career, Mr. Beckman worked at Goldman Sachs from 2004 to 2012 and was a Managing Director and co-head of its special situations multi-strategy investing group, Mr. Beckman started his investing career at Investcorp Intl. focused on private equity and remained in this role until 2004, and prior to that, was an investment banker at Salomon Smith Barney from 1996 to 1998. Throughout his investing career, Mr. Beckman has spent significant time investing in both public and private equity and debt in healthcare companies. Mr. Beckman graduated magna cum laude in 1996 from the Wharton School of the University of Pennsylvania with a double concentration in Finance and Entrepreneurial Management.

William W. Burke has served on our board of directors since our inception. Since 2015, Mr. Burke has served as President of Austin Highlands Advisors, LLC, a provider of corporate advisory services. In addition, he has been a director of Adtalem Global Education (NYSE: ATGE), a leading global education provider, since January 2017, and currently serves as Lead Independent Director and as Chairman of the Audit & Finance Committee. He has also been a director of Tactile Systems Technology, Inc. (Nasdaq: TCMD), a medical technology company that develops and provides innovative medical devices for the treatment of chronic diseases, since 2015, and serves as Chairman of the compensation and organization committee and as a member of the audit committee. Since 2016, Mr. Burke has been a director of Myocardial Solutions, Inc., a medical technology company that develops diagnostic cardiac software, and serves as Chairman of the audit committee and a member of the compensation committee. Mr. Burke previously served as a director of Invuity, Inc. from 2015 until company was acquired by Stryker Corp. in 2018, LDR Holding Corporation from 2013 until the company was acquired by Zimmer Biomet Holdings Inc. in 2016, and Medical Action Industries Inc., from 2004 until the company was acquired by Owens & Minor in 2014. Mr. Burke was also a director of On-X Life Technologies, Inc., a manufacturer of artificial heart valve replacement and repair products, from 2011 to 2013, and Aperio Technologies, Inc. from 2009 to 2011. Mr. Burke served as Executive Vice President and Chief Financial Officer of IDEV Technologies, Inc. a peripheral vascular devices company, from November 2009 to August 2013, when the company was acquired by Abbott Laboratories. From August 2004 to December 2007, he served as Executive Vice President and Chief Financial Officer of ReAble Therapeutics, Inc., a diversified orthopedic device company, which was sold to The Blackstone Group in a going private transaction in 2006 and subsequently merged with DJO Incorporated in November 2007. Mr. Burke remained with ReAble Therapeutics until June 2008. From 2001 to 2004, he served as Chief Financial Officer of Cholestech Corporation, a medical diagnostic products company. Mr. Burke received a Bachelor of Business Administration in Finance (1981) from The University of Texas at Austin and a Master of Business Administration (1985) from The Wharton School of the University of Pennsylvania. Mr. Burke’s experience as a senior executive, board member and audit committee chairman of multiple publicly-traded healthcare industry companies, and his extensive understanding of financing, acquisition and operating strategy, enhances the Board’s capabilities from both a strategic and governance perspective.

Clarke Heidrick has served on our board of directors since our inception. Since 2018, Mr. Heidrick has been a partner at the Austin office of McGinnis Lochridge, LLP, a Texas-based law firm, with a focus on business transactions, including mergers and acquisitions. Prior to 2018, he was a shareholder of another Texas-based law firm, Graves, Dougherty, Hearon & Moody, P.C., for 36 years. Since 1993, Mr. Heidrick has served on the board of directors of Austin Geriatric Center, Inc., the nonprofit owner of a living facility for low income seniors located in Austin, Texas, and he has served as the Chair of the board of directors of Austin Geriatric Center, Inc. since 2005. Since 1996, Mr. Heidrick has served as the Chair of the board of directors of Shivers Cancer Foundation, a nonprofit private foundation which makes grants for cancer research, medical and nursing education, and care for, and services to, cancer patients in the Central Texas area. He has served on the board of directors of Trustees of the Episcopal Seminary of the Southwest, and since 2017 he has served as the Executive Chair of that board. In 2004, Mr. Heidrick chaired the campaign to create the Travis County Healthcare District, a local taxing jurisdiction that supports the provision of healthcare to low income residents of Travis County, Texas (and now known as “Central Health”). After a successful election, he was appointed to the board of managers of Central Health by the Commissioners Court of Travis County, Texas and served on that Board from 2004 through 2017, also serving as its first Chair of the board of managers from 2004 through 2006. Mr. Heidrick has been honored by the Antidefamation League with its Jurisprudence Award (2013), by the Greater Austin Chamber of Commerce as Austinite of the Year (2014), and by the Capital Area Council of Boy Scouts of America as its Distinguished Citizen (2019). Mr. Heidrick brings corporate legal experience to the board of directors, as well experience working with healthcare delivery and with companies in the healthcare services sector. Mr. Heidrick graduated from the Vanderbilt University in 1971 and received his JD degree from the Dedman School of Law at Southern Methodist University in 1975. In 2018, Mr. Heidrick was honored by the Austin Bar Association as a Distinguished Lawyer, and by SMU Dedman School of Law as a Distinguished Alumni.

Molly Cate has served on our board of directors since our inception. Since 2006 she has been a founding partner of Jarrard Phillips Cate & Hancock Inc., which ranks among the Top 10 healthcare communications firms in the United States. Based in Nashville, Tennessee, Jarrard Phillips Cate & Hancock Inc. is solely focused on healthcare provider organizations, ranging from hospitals and health systems to health services companies. Ms. Cate has served as the Chief Innovation Officer and the national lead for the health services practice of Jarrard Phillips Cate & Hancock Inc. since 2006. Ms. Cate is a seasoned communications counselor with high-level experience in thought leadership, strategic positioning, change management, media relations, crisis and issue management and strategic partnership communications for healthcare organizations across the United States. Ms. Cate served on the board of directors of the Nashville Health Care Council from 2017 to 2018. She was also a member of the inaugural class of the Nashville Health Care Council Fellows Program in 2013. Ms. Cate also previously served as a director of the board of Leadership Health Care, an educational and networking organization for emerging industry leaders, from 2009 to 2011. Ms. Cate graduated from the University of Tennessee at Chattanooga in 2000 and began her career as a healthcare journalist. As a well-known thought leader in the healthcare industry and advisor to hospitals, health systems and healthcare service companies, Ms. Cate brings to the board of directors her knowledge and experience in change management, strategic positioning, and growth acceleration for healthcare organizations and companies across the United States.

Scott Ellyson has served as our Chief Executive Officer, President and Chief Financial Officer since our inception. Mr. Ellyson is a seasoned senior executive, who has had a longer than 25-year career in driving shareholder value across healthcare, technology, and business sectors. Mr. Ellyson is also currently, since 2013, the Founder and Principal of Clarity Performance Partners, LLC, a company that provides consulting services to healthcare companies across the country. He previously worked with Messrs. Little and Hanson as the Chief Financial Officer of Harden Healthcare, LLC from 2008 to 2013, to source, execute and integrate accretive acquisitions across the post-acute continuum. While at Harden Healthcare, LLC, Mr. Ellyson led the Finance, HR, IT and Corporate Development functions of the organization. Prior to joining Harden Healthcare, LLC, Mr. Ellyson was a senior member of the Healthcare Investment Banking Group of Houlihan Lokey, Inc. for the period of 1998 to 2008. He was also a consultant in the Transaction Services Group of KPMG LLP from 1996 to 1998 and a Controller for a subsidiary of Tenet Healthcare Corporation (NYSE: THC) from 1995 to 1996. Since 2019, Mr. Ellyson has served on the Advisory Committee for GPB Capital Fund I, a private placement seller. Since 2020, he has served on the Advisory Board of Core Sleep Solutions, LLC, an emerging company with a focus on sleep apnea and insomnia. Since 2014, Mr. Ellyson has served on the board of directors of Central Texas Children’s Home. In 2011, Mr. Ellyson was named by Austin Business Journal the “Best CFO in Central Texas” in the Large Private Company category. Mr. Ellyson graduated from the University of Texas at Arlington in 1994 with a bachelor’s degree in accounting. Mr. Ellyson has extensive experience successfully identifying, closing and integrating acquisitions, having been involved with more than 150 transactions, and we believe that experience will help us in our strategy to execute a business combination.

Benjamin Hanson has served as our Chief Operating Officer since our inception. Since 2016, Mr. Hanson has served as the Founder and Managing Member of EQ Capital Strategies, LLC, which provides sell-side services to business owners, and buy-side target identification to private equity, corporate buyers, and high net worth individuals with a focus on healthcare and business services segments. Prior to founding EQ Capital Strategies, LLC, Mr. Hanson served as the Chief Administrative and Strategy Officer for Senior Care Centers, LLC (and its affiliates), following the completion of its acquisition of Harden Healthcare’s long-term care division, including its 37 skilled, assisted and independent living facilities, as well as its MBS Pharmacy division, on April 1, 2015. Mr. Hanson was primarily responsible for the strategic direction of Senior Care Centers and served as lead for Senior Care Centers-led corporate development opportunities — having helped increase revenue from $350M to $1.1B (annualized) through a number of acquisitions during 2015 in Texas and Louisiana. Coupled with profit and loss responsibility for Senior Care Centers’ first entry into the hospice market in Northern Louisiana, Mr. Hanson also helped lead legal, government relations and public affairs, risk management, and other strategic partnership areas of Senior Care Centers. Until the $35 million acquisition by Senior Care Centers in April 2015, Mr. Hanson served as President and Chief Executive Officer of Harden Healthcare, LLC and prior to Gentiva Health Services’ $409 million acquisition of Harden Healthcare’s home health, hospice and community care divisions in October 2013, served as Executive Vice President and General Counsel of Harden Healthcare, LLC and led its Corporate Development department. At Harden Healthcare, LLC, Mr. Hanson completed a $110 million acquisition of Girling Healthcare Inc. in 2007, a $95 million acquisition of Voyager Hospice Care, Inc. in 2010, and a debt and structured equity acquisition financing provided by affiliates of KKR & Co. in 2010. Mr. Hanson previously served on the board of directors of Harden Healthcare, LLC from 2005 to 2008, helping to guide Harden Healthcare, LLC through its rapid growth into an integrated post-acute provider of senior health services, until entering into an operational role in 2008. Mr. Hanson worked closely with Messrs. Little and Ellyson for more than 5 years at Harden Healthcare, LLC in his roles as Executive Vice President and General Counsel, where he led corporate development. Mr. Hanson has deep experience and an extensive track record building and operating businesses in the healthcare sector that we believe will help us in our strategy to execute a business combination. Mr. Hanson is currently affiliated with and an investor in Capstar Sponsor Group, LLC, the sponsor of Capstar Special Purpose Acquisition Corp. (NYSE: CPSR), a special purpose acquisition company, focused primarily on branded consumer products, but with additional industry focus areas including healthcare and technology/media/telecom, which completed its $276 million IPO in July 2020. Since 2017, Mr. Hanson has served as a director and Chief Operating Officer of Correctional Food Services GP, Inc., a commissary distribution company. In 2016, he was appointed by Governor Greg Abbott and confirmed by the Texas Senate as the Presiding Officer of the Texas State Cemetery Committee and has served in this role since then. From 2009 to 2019, Mr. Hanson served on the board of directors of Meals on Wheels — Central Texas and served as chairman from 2016 to 2018. Mr. Hanson graduated in 1996 from the University of Texas at Austin with a double major in Plan II Honors and Government. Following his undergraduate degree, Mr. Hanson obtained his law degree from the Dedman School of Law at Southern Methodist University in 1999 and was a corporate/securities associate at Jenkens & Gilchrist, P.C. until 2002.

Special Advisors and Board Observer

Wendy Arnone, our special advisor and co-sponsor , has a long history as a successful executive leading a region of United HealthCare Services, Inc., one of the largest managed care providers in the United States. From 2014 to 2019, Ms. Arnone was the Chief Executive Officer of UnitedHealthcare West Region Employer and Individual Markets, which encompassed $10B in revenue across 2,000 employees and served more than 3 million members across the Western United States. Prior to assuming that role, Ms. Arnone was the Chief Executive Officer of United HealthCare Services, Inc. of Wisconsin, where she led a $1B revenue market with 800,000 Wisconsin health plan members. Ms. Arnone was Health Plan Vice President, Network Management at Excellus BlueCross BlueShield, a nonprofit independent licensee of the Blue Cross Blue Shield Association, for the period of 2005 to 2007. She was Vice President General Manager at HealthNow New York, Inc. from 1999 to 2005 and served in many roles at Aetna Inc. from 1987 to 1997. Ms. Arnone also served as a director of UnitedHealthcare Children’s Foundation, Inc. (West Region Chair) from 2014 to 2019. Ms. Arnone served as a director of Health Insurance Risk Sharing Plan in Wisconsin. She was appointed the Co-Chair on the Wisconsin Health and Life Insurance Advisory Council and served from 2011 to 2014. Ms. Arnone was also a member of the Special Legislative Council Committee on Health Care Reform in Wisconsin appointed by the governor in 2010. She was also a director of Boys and Girls Club of Green Bay from 2008 to 2010. Ms. Arnone graduated from State University of New York at Buffalo in 1984 with a Bachelor of Science in Nursing. She also graduated from LeMoyne College with a Master of Business Administration (2004) and Dartmouth College with a Masters in Healthcare Delivery Science (2014).

Chris Hester, our special advisor, has a remarkable professional history building and growing technology companies with broad applicability across the healthcare and education ecosystems. Since April 2019, Mr. Hester has served as the Chief Executive Officer of Civitas Learning, an education technology platform that helps colleges and universities improve course success, persistence, and graduation rates. Prior to assuming this role, Mr. Hester founded and served as President of Kinnser Software, an electronic health record designed for post-acute healthcare providers. In 2017, TPG acquired and merged Kinnser Software with Mediware Information Systems to form WellSky, which in August 2020 was recapitalized with a significant investment from Leonard Green and Partners. Mr. Hester has been appointed to the board of directors of WellSky. Mr. Hester was a director of Lender Performance Group, LLC (d/b/a PrecisionLender) from 2016 to 2019, which was acquired by Q2 Banking (NYSE: QTWO) in 2019. Mr. Hester also served on the board of directors of Bypass Mobile from 2016 to 2020, which was later acquired by Fiserv (NASDAQ: FISV). From 2015 to 2019, Mr. Hester was a director of Veriforce, LLC. Mr. Hester is a trustee at Trinity Episcopal School, Austin, Texas, joining the Board of Trustees in 2020.

Rushabh Vora, the Company’s board observer , has been a Managing Director at FS Investments since July 2018. In that capacity, he has been responsible for leading the private investing efforts for the FS Global Credit Opportunities Fund and the FS Tactical Opportunities Fund. In his role at FS Investments, Mr. Vora regularly conducts diligence on middle market companies and has previously invested in several companies in the healthcare services space. Prior to joining FS Investments, Mr. Vora served as a Managing Director at Macquarie Group Limited, a global investment bank, where he was a senior member of Macquarie’s principal investing team for close to a decade from July 2009 to July 2018. In July 2007, Mr. Vora started his career in the investment banking division at Goldman Sachs & Co. focused on advising companies in the consumer-retail space and remained in this role until July 2009. At Goldman Sachs & Co, he helped to advise several large corporations such as Anheuser Busch, Sara Lee, Kraft, and others, and also helped to advise a number of distressed companies in the retail sector on capital structure and amendment issues during the 2008-2009 global financial crisis. Mr. Vora currently sits on the boards of Salt Creek Midstream and EPIC Midstream, to which he was elected in July 2020 and September 2020, respectively. Mr. Vora received his BS in Finance from the University of Southern California, summa cum laude, in 2007.