To purchase a share of Class P Common Stock (a “Share”) in this offering (the “Offering”), you must be a physician, physician assistant or nurse practitioner who:
In addition, in order to invest, applicable securities laws require that either (1) you are an “accredited investor” or (2) the purchase price that you pay for the Share ($750.00) is no more than 10 percent of the greater of your annual income or net worth.
The questions that you answer on the Folio platform will help CCHN to determine whether you meet the eligibility criteria. If the status of your subscription is listed as “Pending” on the Folio platform, that means that CCHN is in the process of verifying your eligibility to invest. If the status of your subscription is listed as “Accepted,” CCHN has determined that you meet the eligibility criteria and that CCHN plans to accept your subscription as of the next closing date of the Offering. If the status of your subscription is listed as “Rejected,” you are not eligible to participate in this Offering. In that case, your subscription funds will not be debited from your account and will remain in your account with Folio.
You may purchase only one share of Class P Common Stock. Therefore, your investment in this Offering is limited to $750.
You may fund your Folio account any time before CCHN holds a closing of the Offering. CCHN anticipates holding an initial closing of the Offering prior to the closing of the joint venture transaction (the “Joint Venture”) with Centene Corporation and the North Carolina Medical Society described in the Offering Circular Supplement No. 1 dated September 27, 2018 to the Offering Circular qualified on May 29, 2018 (collectively, the “Offering Circular”). The closing of the Joint Venture is expected to occur in after February 4, 2019. After the Joint Venture closes, CCHN anticipates holding additional closings of the Offering on a quarterly basis. CCHN intends to publish the date of each closing of the Offering in advance on its website at www.cch-network.com/invest-in-cchn.html.
Yes. You may revoke your subscription at any time before the closing of the Offering for which you have subscribed. If you have not revoked your subscription and we accept your subscription, the funds in your account will be delivered to us on the closing date of the Offering. If you revoke your subscription or we do not accept your subscription on the closing date of the Offering, no funds will be provided to us and will stay in your Folio account.
Yes. Your subscription may be rejected if you do not meet the specified eligibility criteria or for any other reason at CCHN’s sole discretion. If CCHN rejects your subscription (or the sale to you is not consummated for some other reason), your subscription funds will not be debited from your account and will remain in your account with Folio.
CCHN is contractually required to use 45 percent of the net offering proceeds from the Offering to help fund its portion of the initial capitalization of the joint venture company that will be the holding company of Carolina Complete Health, Inc. for purposes of operating the health plan contemplated by the Joint Venture, as further described in the Offering Circular. CCHN intends to use the remaining 55 percent of the net offering proceeds for general working capital purposes, but it may also use such proceeds for certain other limited purposes.
No. Pursuant to the Stockholders’ Agreement, dated January 19, 2018 (the “Stockholders’ Agreement”), holders of Class P Common Stock may not transfer, assign, pledge or otherwise dispose of or encumber shares of Class P Common Stock (or any interest therein). The Class P Common Stock will not be listed on any securities exchange, and no liquid market for the Class P Common Stock is expected to develop. You should be prepared to hold the Share that you purchase indefinitely, subject to your continued status as an eligible investor.
Holders of Class P Common Stock have one vote per Share. You should be aware that your ability to influence the outcome of matters submitted to CCHN’s stockholders will be limited for two reasons: (a) certain federally-qualified health centers and aspiring health centers and the North Carolina Community Health Center Association (unlike investors in this Offering) were each permitted to purchase more than one Share in a private placement that occurred in January 2018 and (b) the North Carolina Medical Society will, at all times, continue to hold 50 percent of the aggregate voting power of CCHN’s securities through its ownership of Class M Common Stock.
Currently, CCHN does not intend to pay dividends on the Class P Common Stock for the foreseeable future. CCHN intends to invest its future earnings, if any, to repay its indebtedness and fund its growth.
The closing of the Joint Venture is subject to a number of conditions, as described in the Offering Circular, many of which are beyond CCHN’s control. If the Joint Venture closing does not occur, we are contractually required by the Stockholders’ Agreement to redeem all Shares sold in this Offering for $750 per share.
CCHN may redeem your Share in the event that you no longer qualify as an eligible investor or in the event of your death, in each case for an amount equal to the fair market value of a Share based on the most recent valuation of CCHN, which valuations are to occur at least annually, as determined by the CCHN Board of Directors.
Pursuant to the Stockholders’ Agreement, upon suspension you (a) agree that you will not vote on any matter submitted for a vote of Class P Common Stock holders and (b) grant a proxy for the duration of your suspension to any duly appointed representative of CCHN to vote your Share on any matter so submitted.
You are strongly encouraged to read the Offering Circular, which contains detailed information about this Offering, CCHN, and the Joint Venture. The Offering Circular is available on the Folio platform and on CCHN’s website at www.cch-network.com. All communications or inquiries regarding the Offering, CCHN, and/or the Joint Venture should be directed to CCHN’s Investor Relations department by telephone at 919-719-4161 or by e-mail to email@example.com.
Please see the FAQs regarding the Participating Provider Agreement that are posted on CCHN’s website at www.cch-network.com. All communications or inquiries regarding the Participating Provider Agreement should be directed to CCHN’s Network Relations department by telephone at 919-719-4161 or by e-mail to firstname.lastname@example.org.
For a printable version of the Investor FAQs, click here (PDF).