S-1/A: Waystar Holding Corp. Files Amendment No. 4 to Form S-1 for Initial Public Offering
Summary
- Waystar Holding Corp. filed Amendment No. 4 to its Form S-1 registration statement with the SEC on March 22, 2024, regarding its initial public offering.
- The company intends to list its common stock on the Nasdaq Global Select Market under the symbol 'WAY'.
- The prospectus provides details about the company's business, financial performance, risks, and the terms of the offering.
- The filing includes exhibits such as a power of attorney and the S-1/A document itself.
- The company is offering shares of common stock to the public.
- J.P. Morgan, Goldman Sachs & Co. LLC, and Barclays are among the underwriters for the IPO.
- The underwriters have a 30-day option to purchase additional shares.
- The company plans to use the net proceeds from the offering to repay debt and for general corporate purposes.
- EQT, CPPIB, and Bain will beneficially own significant portions of the company's common stock after the offering.
- The document outlines various risk factors associated with investing in Waystar's common stock.
- The company qualifies as an emerging growth company and will take advantage of certain reduced reporting requirements.
Sentiment
Score: 7
Explanation: The document presents a generally positive outlook for Waystar, highlighting its strong market position, growth potential, and financial performance. However, it also acknowledges certain risks and challenges, resulting in a moderately positive sentiment score.
Positives
- The company has a diversified client base, with the top 10 clients accounting for a small portion of total revenue.
- The company has a high Net Revenue Retention Rate, indicating strong client loyalty.
- The company has demonstrated recurring, predictable, and profitable growth.
- The company has a high win rate against competitors, indicating a strong competitive position.
- The company's platform benefits from powerful network effects.
Negatives
- The company has a history of net losses.
- The company operates in a highly competitive industry.
- The company's future success depends on its ability to retain existing clients and attract new clients.
- The company's revenues rely, in part, on the growth and success of its clients and overall healthcare transaction volumes, which are subject to factors outside of its control.
- The company is subject to the effect of payer and provider conduct which it cannot control.
Risks
- The company operates in a highly competitive industry.
- The company's future success depends on its ability to retain existing clients and attract new clients.
- The company's revenues rely, in part, on the growth and success of its clients and overall healthcare transaction volumes, which are subject to factors outside of its control.
- The company is subject to the effect of payer and provider conduct which it cannot control.
- The company is subject to complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity.
- The company's ability to use its net operating losses to offset future taxable income may be subject to certain limitations.
- The interests of the Institutional Investors may be different than the interests of other holders of the company's securities.
- The company is an emerging growth company and cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make its common stock less attractive to investors.
Future Outlook
The company expects to continue to grow its market share by virtue of its differentiated platform and capabilities.
Management Comments
- The Waystar brand is synonymous with quality, reliability, robust analytics, exceptional customer service, and a deep and interconnected network.
- The company has a relentless focus on operational execution and delivers outstanding client experience.
- The company has cultivated a company culture that is focused on helping its clients by developing and delivering industry-leading software solutions.
- The company's leadership team has the strategic vision, leadership qualities, technological expertise, and operational capabilities to continue to successfully drive its growth.
Industry Context
The healthcare payment ecosystem is highly complex, with numerous interdependent steps and millions of permutations of variables. This complexity creates challenges for healthcare providers, leading to inefficiencies and lost revenue. Waystar's platform addresses these challenges by simplifying and automating the payment process.
Comparison to Industry Standards
- The company's platform significantly outperforms those of its competitors, who lack either modern functionality or the ability to address the full end-to-end payments workflow.
- The company's win rate against competitors is 82% over the past 36 months in situations where the client ultimately elected to switch vendors or purchase a new solution.
- The company's market share within the hospital segment and ambulatory practice segment is approximately 3% and 7%, respectively, demonstrating the ample white space in which it can continue driving its growth.
Stakeholder Impact
- Shareholders: The IPO will provide an opportunity for investors to participate in the company's future growth.
- Employees: The company's continued success will create opportunities for career advancement and financial rewards.
- Customers: The company's innovative solutions will help healthcare providers simplify payments and improve their financial performance.
- Suppliers: The company's growth will create opportunities for suppliers to expand their business.
- Creditors: The company's strong financial performance will ensure its ability to repay its debts.
Next Steps
- The company intends to list its common stock on the Nasdaq Global Select Market under the symbol 'WAY'.
- The company will continue to execute its growth strategies, including expanding relationships with existing clients, growing its client base, deepening relationships with strategic channel partners, innovating and developing adjacent solutions, and selectively pursuing strategic acquisitions.
Related Party Transactions
- Affiliates of Bain and CPPIB are lenders under the company's First Lien Credit Facility.
- Canada Pension Plan Investment Board has an ownership interest in the company and a significant interest in the landlord that leases the company office space under an operating lease agreement in Houston, Texas.
- Bain Capital LP has an ownership interest in the company and a significant interest in some clients for whom the company provides software solutions.
- Bain Capital LP has an ownership interest in the company and a significant interest in a vendor that provides the company with software solutions.
Key Dates
- October 22, 2019: Date of the original First Lien Credit Agreement.
- December 2, 2019: Date of the First Amendment to the First Lien Credit Agreement.
- September 23, 2020: Date of the Second Amendment to the First Lien Credit Agreement.
- March 24, 2021: Date of the Third Amendment to the First Lien Credit Agreement.
- August 24, 2021: Date of the Fourth Amendment to the First Lien Credit Agreement.
- August 13, 2021: Date of the receivables financing agreement.
- June 1, 2023: Date of the Fifth Amendment to the First Lien Credit Agreement.
- June 23, 2023: Date of the Sixth Amendment to the First Lien Credit Agreement.
- August 3, 2023: Date of HealthPay24 acquisition.
- October 6, 2023: Date of the Seventh Amendment to the First Lien Credit Agreement.
- October 31, 2023: Date of Olive AI acquisition.
- February 9, 2024: Date of the Eighth Amendment to the First Lien Credit Agreement.
- March 22, 2024: Date of filing Amendment No. 4 to Form S-1.
Keywords
Filings with Classifications
Quarterly Report
- The company's revenue increased by 14.1% compared to the same period in the prior year.
- Net income improved significantly from a net loss to a net income of $29.3 million.
- Adjusted EBITDA increased by 16.2% compared to the same period in the prior year.
Earnings Release
- The company raised its full-year revenue and adjusted EBITDA guidance, indicating better-than-expected performance.
- The company's Q1 revenue growth of 14% year-over-year exceeded initial expectations.
SEC Form 4 Filing
- A major shareholder selling a significant number of shares is generally viewed negatively by the market.
Registration Statement
- Waystar Holding Corp. is registering 2,300,000 additional shares of common stock.
- The proposed maximum offering price per share is $40.00.
- The maximum aggregate offering price for the new shares is $92,000,000.00.
- The underwriters have an option to purchase an additional 300,000 shares.
Annual Results
- The company's net loss decreased from $51.3 million in 2023 to $19.1 million in 2024.
- The company's revenue increased from $791.0 million in 2023 to $943.5 million in 2024.
Earnings Release
- The company's revenue and adjusted EBITDA exceeded expectations for the fourth quarter and full year 2024.
- The net loss improved significantly year-over-year.
- The company's guidance for fiscal year 2025 indicates continued growth and profitability.
Credit Agreement Amendment
- The document indicates better results as the company has secured lower interest rates on its term loans and revolving credit facility, which will reduce its borrowing costs.
Quarterly Report
- The company's net income of $5.4 million in Q3 2024 is a significant improvement from the net loss of $15.5 million in Q3 2023.
- The company's revenue growth of 21.7% year-over-year is a strong performance.
- The company's adjusted EBITDA increased year-over-year, indicating improved operational efficiency.
Quarterly Report
- The company's revenue growth of 22% year-over-year exceeded the 20% growth reported in the previous quarter, indicating an acceleration in business performance.
Quarterly Report
- The company's net loss increased significantly compared to the same period last year, driven by higher operating expenses, particularly stock-based compensation and third-party fees related to debt repricing.
Quarterly Report
- Waystar completed its initial public offering (IPO) in June 2024, issuing 45,000,000 shares of common stock at $21.50 per share.
- The company received total proceeds of $914.3 million after deducting underwriting discounts and commissions.
- The underwriters exercised their option to purchase an additional 5,059,010 shares, resulting in additional net proceeds of $102.8 million.
- The company used the net proceeds from the IPO to repay $909.1 million of outstanding principal indebtedness under its First Lien Credit Facility.
Merger Announcement
- Waystar Holding Corp. is planning an initial public offering (IPO) to sell 45,000,000 shares of its common stock.
- The anticipated price range for the shares is between $20.00 and $23.00 per share.
- The underwriters have an option to purchase up to 6,750,000 additional shares.
- Neuberger Berman Investment Advisers LLC and a wholly owned subsidiary of Qatar Investment Authority (QIA) have indicated an interest in purchasing up to an aggregate of $225.0 million in shares of common stock in this offering at the initial public offering price.
- The company intends to use the net proceeds from this offering to repay outstanding indebtedness under its First Lien Credit Facility.
S-1/A Filing
- Waystar Holding Corp. is proposing an initial public offering of its common stock.
- The company intends to list its common stock on the Nasdaq Global Select Market under the symbol WAY.
- The IPO aims to raise funds to repay debt under the First Lien Credit Facility and for general corporate purposes.
- The underwriters have an option to purchase up to additional shares of common stock from the company.
S-1/A Filing
- Waystar Holding Corp. proposes to issue and sell shares of common stock to the several underwriters.
- The underwriters have an option to purchase additional shares of common stock from the company.
- The company intends to use the net proceeds from this offering to repay $ million aggregate principal amount of indebtedness under our First Lien Credit Facility, with any remainder to be used for general corporate purposes.
S-1/A Filing
- Waystar Holding Corp. is conducting an initial public offering of its common stock.
- The company intends to use the net proceeds from the offering to repay debt and for general corporate purposes.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.