SCHEDULE: NeueHealth Goes Private: NEA Completes Merger & Delisting

NeueHealth, Inc. has completed its merger, becoming a wholly-owned subsidiary of an NEA affiliate, leading to its delisting from the NYSE and deregistration.

Summary

• NeueHealth, Inc. completed a merger on October 2, 2025, becoming a wholly-owned subsidiary of NH Holdings 2025, Inc., an entity affiliated with New Enterprise Associates (NEA) Venture Funds.
• Prior to the merger, NEA Lenders provided $37.3 million in incremental loans to NeueHealth on October 2, 2025, and received 1,116,765 Warrants at an exercise price of $0.01 per share.
• Immediately before the merger, Warrants held by NEA Lenders were net exercised based on a fair market value of $6.75 per share (the closing market price on October 1, 2025).
• NEA Venture Funds, SPVs, and Mohamad H. Makhzoumi contributed their shares of Common Stock and Preferred Stock to NH Holdings 2025 SPV, L.P. (Ultimate Parent) in exchange for limited partnership interests.
• All other outstanding shares of Common Stock were cancelled for no consideration, except for dissenting shares which were converted into the right to receive $7.33 in cash per share.
• NeueHealth's Common Stock was delisted from the NYSE, with trading suspended prior to the opening on October 2, 2025, and the company intends to deregister its Common Stock and suspend reporting obligations.

Sentiment

Score: 2

Explanation: The sentiment is negative for public shareholders as the company has gone private, and most common stock shares were cancelled for no consideration. While dissenting shareholders received cash, the general outcome for public investors is a loss of investment and liquidity.

Positives

• NEA Lenders provided $37.3 million in incremental loans, potentially bolstering the company's financial position prior to the merger.
• Dissenting shareholders received $7.33 per share in cash for their shares.

Negatives

• Common Stock shares (excluding those contributed to Ultimate Parent or dissenting shares) were cancelled for no consideration, resulting in a complete loss for many public shareholders.
• NeueHealth, Inc. has been delisted from the New York Stock Exchange, removing its public trading status.
• The company intends to deregister its common stock and suspend its reporting obligations, reducing transparency for former public investors.

Risks

• Public shareholders, excluding those who exercised dissenters' rights, received no consideration for their shares, representing a total loss of investment.
• The company's transition to private ownership eliminates public market liquidity and future public disclosures.

Future Outlook

The company intends to file a Form 15 with the SEC to deregister its Common Stock and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act, following the effectiveness of Form 25 for delisting.

Industry Context

The transaction represents a take-private event, where a publicly traded company is acquired and delisted, often by private equity firms or strategic investors. This trend can be driven by a desire for greater operational flexibility, reduced regulatory burden, or a belief that the company is undervalued in the public market. For NeueHealth, a healthcare company, this move allows its primary investor, NEA, to exert full control and potentially implement long-term strategies away from public market scrutiny.

Related Party Transactions

• NEA Lenders (NEA 18 VGE, NEA 17, NEA 16, NEA 15), which are reporting persons, provided $37.3 million in incremental loans to the Issuer.
• The NEA Lenders received 1,116,765 Warrants from the Issuer in connection with these loans.
• The merger involved Parent and Merger Sub, which are affiliated with the NEA Venture Funds (reporting persons).
• NEA Venture Funds, SPVs, and Mohamad H. Makhzoumi (a manager of NEA entities and a reporting person) contributed their shares to Ultimate Parent, an affiliated entity, in exchange for limited partnership interests.

Stakeholder Impact

• Public Shareholders: Most public shareholders (excluding those who exercised dissenters' rights) received no consideration for their shares, resulting in a total loss of investment.
• Dissenting Shareholders: Received $7.33 per share in cash.
• NEA Entities/Affiliates: Gained full control of NeueHealth, Inc. as it became a wholly-owned subsidiary, consolidating their investment and strategic direction.

Next Steps

• Filing of a Notification of Removal from Listing and/or Registration on Form 25 with the SEC by the NYSE.
• Upon effectiveness of Form 25, the Issuer intends to file a Certification and Notice of Termination on Form 15 with the SEC.
• Deregistration of the Common Stock and suspension of the Issuer's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Recommendation

The company has been taken private, and its common stock has been delisted from the NYSE. Public shareholders, with the exception of those who exercised dissenters' rights, received no consideration for their shares. This effectively means the public shares are worthless, necessitating a 'sell' recommendation for any remaining shares or to acknowledge the completed transaction for those who held shares.

Keywords

NeueHealth, NEA, Merger, Delisting, Deregistration, Schedule 13D, Private Equity, Common Stock, Warrants, Incremental Loans, Healthcare Investment