Legal Proceedings.
−Removed: The Company is a party to various claims, legal and regulatory proceedings, lawsuits and administrative actions arising in the ordinary course of business and associated with the Business Combinations.
+Added: The Company is a party to various claims, legal and regulatory proceedings, lawsuits and administrative actions arising in the ordinary course of business.
The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases.
3 unchanged sentences
It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred.
−Removed: Books and Records Action
−Removed: On April 19, 2021, two members of the P3 Board of Managers, Joseph Straus and Jonathan Bradburn, filed a lawsuit in the Delaware Court of Chancery captioned Straus et al v.
−Removed: P3 Health Group Holdings, LLC, C.A.
−Removed: 2021-0335-JTL (the “Books and Records Action”).
−Removed: In the Books and Records Action, Straus and Bradburn sought an order requiring P3 to produce certain books and records relating to the process leading up to, and the approval of, the Business Combinations.
−Removed: On May 21, 2021, P3 filed its answer to the complaint in the Books and Records Action.
−Removed: On May 9, 2023, the Books and Records Action was dismissed with prejudice.
Hudson Class D Dispute
2 unchanged sentences
2021-0518-JTL (the “Hudson Action”), in which it challenged the Business Combinations.
−Removed: Specifically, Hudson purports to assert claims against P3, certain managers that were on the P3 Board of Managers, certain of its officers, and Chicago Pacific Founders Fund, L.P.
−Removed: (“CPF”) for breach of P3’s then-existing LLC agreement (the “LLC Agreement”) (against P3 and CPF), breach of fiduciary duty (against certain of P3’s officers) and breach of contract claims related to the then-existing LLC Agreement (against the P3 Board of Managers) in connection with the process leading up to, and approval of, the Business Combinations.
+Added: Specifically, Hudson purported to assert claims against P3, certain managers that were on the P3 Board of Managers, certain of its officers, and Chicago Pacific Founders Fund, L.P.
+Added: for breach of P3’s then-existing LLC agreement (the “LLC Agreement”) (against P3 and Chicago Pacific Founders Fund, L.P.), breach of fiduciary duty (against certain of P3’s officers) and breach of contract claims related to the then-existing LLC Agreement (against the P3 Board of Managers) in connection with the process leading up to, and approval of, the Business Combinations.
In the Hudson Action, Hudson sought to enjoin the consummation of the Business Combinations and seeks a declaration that the Business Combinations violate its rights under the P3 then-existing LLC Agreement, a declaration that certain managers on the P3 Board of Managers and certain of P3’s officers breached their fiduciary duties, and money damages including attorneys’ fees.
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2021-0519-JTL (the “P3 Action”).
−Removed: In the P3 Action, P3 seeks:
+Added: In the P3 Action, P3 sought:
(i) a declaration that the Business Combinations do not violate Section 3.10 of P3’s Existing LLC Agreement;
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The combined cases are captioned In re P3 Health Group Holdings, L.L.C, C.A.
−Removed: 2021-0518-JTL.
−Removed: On June 22, 2021, Hudson filed a motion for expedited proceedings in the Hudson Action in which it sought expedited discovery and a hearing on its motion for preliminary injunction to enjoin the consummation of the Business Combinations.
−Removed: The defendants in the Hudson Action determined not to oppose Hudson’s motion for expedited proceedings and engaged in expedited discovery in advance of a preliminary injunction hearing that took place September 9, 2021.
−Removed: On September 14, 2021, the Court of Chancery issued an oral ruling denying Hudson’s motion for preliminary injunction due to the lack of probability of success on the merits or, with respect to the Section 5.10 of the then-existing P3 LLC Agreement (the “Purchase Option”) only, lack of a showing of irreparable harm based on the condition that the escrow described below be created.
−Removed: This ruling was made subject to the condition that Defendants memorialize their commitment to escrow, pending final resolution of this action, the consideration Hudson would be entitled to receive if it is
+Added: 2021-0518-JTL (the “Action”).
+Added: On August 22, 2024, the parties to the Action executed a Confidential Settlement and Mutual Release Agreement, pursuant to which the parties to the Action agreed to jointly file a Stipulation of Dismissal with Prejudice relating to the Action.
+Added: On October 9, 2024, the Action was dismissed with prejudice.
+Added: Civil Investigative Demand
+Added: In June 2024, we received a civil investigative demand (“CID”) from the DOJ pursuant to the False Claims Act in the course of the government’s investigation concerning our arrangements with insurance agents and brokers.
+Added: The CID requests documentation and information relating to the marketing of our broker programs and our arrangements with, and remuneration paid to, MA brokers, agents and agencies, as well as our arrangements with third parties relating to these programs.
+Added: We are cooperating with the investigation and providing the requested information.
+Added: No assurance can be given as to the timing or outcome of the government’s investigation.
+Added: See “— We conduct business in a heavily regulated industry and if we fail to adhere to all of the complex government laws and regulations that apply to our business, we could incur fines or penalties or be required to make changes to our operations or experience adverse publicity, any or all of which could have a material adverse effect on our business, results of operations, financial condition, cash flows, and reputation.”
P3 Health Partners Inc.
| 2024 Form 10-K | 51
−Removed: determined that the Purchase Option can be validly exercised, in a stipulation filed with the Court.
−Removed: On September 17, 2021, Defendants filed a stipulation and proposed order and the Court entered the Order regarding escrow which confirmed their commitment to do so and to cause the Payment Spreadsheet (as that term is defined in Section 2.01(f) of the Merger Agreement) to provide that such consideration will be directed to such escrow.
−Removed: The former members of P3 (other than Hudson) have agreed to indemnify the Company and P3 LLC following the Closing, for any damages, including reasonable attorney’s fees, arising out of matters relating to the dispute with Hudson.
−Removed: On December 27, 2021, Hudson filed a Motion for Leave to Amend the Verified Complaint.
−Removed: The proposed Amended Complaint contains certain of Hudson’s original claims and also adds additional claims, including bad faith breach of contract claims against certain of the former P3 Managers, an additional contractual claim against P3, and a tortious interference with contract claim against Foresight Acquisition Corp., Foresight Acquisition Corp.
−Removed: II, P3 Partners Inc., Sameer Mathur, and Greg Wasson.
−Removed: Defendants informed Hudson that they did not oppose the Motion for Leave to Amend the Verified Complaint, and on February 4, 2022, Hudson filed its Verified Amended Complaint.
−Removed: From September 12, 2022 through November 7, 2022, the Court issued a series of Orders ruling on the Defendants’ Motions to Dismiss the Verified Amended Complaint.
−Removed: Such Orders provided for the dismissal with prejudice of, among other claims, (i) Hudson’s claim to a Purchase Option and (ii) part of Hudson’s claim to a priority right to cash distributed as a result of the transactions.
−Removed: The Court granted in part and denied in part a motion to dismiss filed by Mr.
−Removed: Kazarian, Mr.
−Removed: Glisson, and Mr.
−Removed: Leavitt (the “Manager Defendants”) with respect to Hudson’s claim for bad faith breach of contract under a variety of theories.
−Removed: The Court also granted in part and denied in part the Manager Defendants’ motion, permitting Hudson’s bad faith breach of contract claim to proceed against the Manager Defendants on certain theories, but dismissing other theories, including that the Manager Defendants committed a bad faith breach of contract by failing to act in good faith to facilitate the Purchase Option.
−Removed: On November 7, 2022, the Court issued an order denying in part and granting in part the motion to dismiss the breach of fiduciary claims against the officer Defendants, including Mr.
−Removed: Kazarian, Mr.
−Removed: Glisson, and Ms.
−Removed: Puathasnanon.
−Removed: On November 9, 2022, the Court issued an order denying the motion to dismiss the claim against Mr.
−Removed: Mathur for tortious interference with Hudson’s contract rights.
−Removed: On June 21, 2023, the Court entered a scheduling order for the case, pursuant to which, a five day trial will commence on July 22, 2024.
−Removed: The parties are now currently engaged in discovery on Hudson’s surviving claims.
Mine Safety Disclosures.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.