Form 4: Bessemer Partners Divests NeueHealth Shares Post-Merger

Bessemer Venture Partners and affiliated entities reported the disposition of all direct beneficial ownership in NeueHealth, Inc. common and preferred stock following its acquisition by NH Holdings 2025, Inc.

Summary

• Reporting persons, including Bessemer Venture Partners IX L.P. and affiliates, disposed of all direct beneficial ownership in NeueHealth, Inc. securities.
• The disposition occurred on October 2, 2025, as a result of NeueHealth, Inc. being acquired by NH Holdings 2025, Inc. through a merger.
• NeueHealth, Inc. merged with NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Buyer, with NeueHealth surviving as a wholly-owned subsidiary of Buyer.
• The merger was executed under an Agreement and Plan of Merger dated December 23, 2024.
• Reporting persons contributed their 999,218 shares of NeueHealth common stock and 8,500 shares of Series B Convertible Perpetual Preferred Stock to NH Holdings 2025 SPV, L.P. ("Holdings").
• In exchange for their contributions, they received Holdings common units, series A preferred units, and series B preferred units on a one-for-one basis, effective at the time of the merger.
• Following these transactions, the reporting persons beneficially own 0 shares of Common Stock and 0 shares of Series B Preferred Stock directly.
• The Buyer and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed merger and change in beneficial ownership, thus it is neutral in sentiment. It reflects a significant corporate event but does not convey positive or negative operational performance.

Positives

• The merger provides a clear exit strategy for existing public shareholders, including Bessemer Venture Partners, through the acquisition by NH Holdings 2025, Inc.
• The rollover agreement allows reporting persons to maintain an indirect interest in the surviving entity through Holdings units, potentially participating in future value creation.

Negatives

• Reporting persons no longer hold direct beneficial ownership in NeueHealth, Inc. common or preferred stock.
• The public trading of NeueHealth, Inc. securities has ceased due to the acquisition, limiting liquidity for former direct shareholders.

Risks

• The reporting persons' continued exposure to NeueHealth's performance is now indirect through their holdings in NH Holdings 2025 SPV, L.P., which may have different liquidity and valuation characteristics than publicly traded stock.
• The valuation of the units received in the rollover agreement is subject to the performance of the privately held entity, which may not be as transparent as a public company.

Future Outlook

The filing does not provide forward-looking statements or guidance from NeueHealth, Inc. as it reports a completed acquisition and the subsequent change in beneficial ownership for a specific reporting person.

Industry Context

This filing reflects a common trend of private equity firms acquiring publicly traded companies, taking them private. The acquisition of NeueHealth, Inc. by entities affiliated with New Enterprise Associates, Inc. indicates a strategic move to consolidate or restructure assets outside of public market scrutiny, potentially aiming for long-term value creation without quarterly reporting pressures. This is a typical lifecycle event for companies, especially those that may benefit from private ownership for strategic repositioning or operational improvements.

Comparison to Industry Standards

• The acquisition of NeueHealth, Inc. by private investment funds affiliated with New Enterprise Associates, Inc. is consistent with broader industry trends where private equity seeks to acquire companies, often with the aim of restructuring, improving operations, or integrating them into larger portfolios.
• Similar transactions include Thoma Bravo's acquisition of Proofpoint or Vista Equity Partners' acquisition of Pluralsight, where public companies are taken private to pursue long-term strategies away from public market pressures.
• The rollover agreement, where existing investors exchange public shares for units in the private acquiring entity, is a standard mechanism in such transactions, allowing key investors to maintain exposure and participate in future value creation.

Management Changes

Corporate Governance

Related Party Transactions

• The rollover agreement can be considered a related party transaction as the reporting persons, who were 10% owners and directors, exchanged their shares for units in an entity related to the acquirer. The acquirer itself is controlled by private investment funds affiliated with New Enterprise Associates, Inc.

Stakeholder Impact

• Shareholders: Public shareholders of NeueHealth, Inc. had their shares acquired, ending their direct ownership and public market liquidity.
• Reporting Persons (Bessemer Venture Partners and affiliates): Transitioned from direct public equity ownership to indirect private equity ownership through units in NH Holdings 2025 SPV, L.P., maintaining exposure to the underlying asset.
• Employees: The filing does not directly address employee impact, but a change in ownership can lead to organizational restructuring.

Next Steps

• The filing does not detail future actions or milestones for NeueHealth, Inc. as it is now a wholly-owned subsidiary of the Buyer.
• For the reporting persons, their next steps would involve managing their indirect investment in NH Holdings 2025 SPV, L.P.

Key Dates

Keywords

NeueHealth, NEUE, Merger, Acquisition, Bessemer Venture Partners, New Enterprise Associates, SEC Form 4, Beneficial Ownership, Private Equity, Rollover Agreement, Common Stock, Preferred Stock