John H. Chadwick MBA

UPDATE: Oct. 3-4, 2024: See update to this story here.-Ed.

JOHN CHADWICK, co-founder of Nashville investment firm Claritas Capital, is on record in an SEC filing that was published this morning with his investment group's preliminary, revocable and non-binding offer to buy NasdaqCM-listed Sharecare Inc. (SHCR) shares that it does not already own.

Chadwick, 56, is a member of the board of directors of Sharecare. The proposal was submitted to the Sharecare board on Oct. 3. Next steps not yet disclosed.

A report this morning by analysts of Canaccord Genuity noted that currently, Chadwick and Claritas Capital affiliates "own roughly 37.0 million shares or 10.4% of the 357.1 million shares reported with the 2Q'23 10-Q filing. The $1.35-$1.80 offer represents ~44% to ~91% premium to the $0.94 closing price on October 10, 2023."

This morning CG Capital report also said, in part, "The proposed range of [share purchases at] $1.35-$1.80 per share implies an enterprise value of $403.7 to $586.3 million for Sharecare, representing EV/Revenue multiples of 0.9x to 1.3x our 2023 estimate and 0.8x to 1.2x our 2024 estimate. On an adj-EBITDA basis, the proposal implies 15.6x to 22.7x our 2023 estimate..."

SHCR shares were up this morning about 20% over yesterday's close, as-of the time this VNC story was published. Data here.

Today's SEC filing notes: "The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Shares of the Issuer from The Nasdaq Stock Market LLC and other material changes in the Issuer's business or corporate structure."

Sharecare went public in 2021 after SPAC Falcon Capital Acquisition Corp. completed its takeover the the previously PE-backed company. VNC's earlier Sharecare coverage here. VNC Claritas coverage here.

Today's Claritas filing, which was conveyed to the Sharecare board of directors on Oct. 3, says the board has not yet replied to the Claritas-led proposal.

The target company's workforce recently stood at more than 3,000 employees. In 2016, while independent, Sharecare acquired the population-health portion of Nashville-based Healthways, release here. At the time, Sharecare said the transaction would result in an increase of at least $250MM in annual revenue.

Sharecare's Crunchbase entry explains, in part, that the company has run at least 14 capital rounds, had 24 pre-IPO investors and "is the digital health company that helps people - no matter where they are in their health journey - unify and manage all their health in one place. Our comprehensive and data-driven virtual health platform is designed to help people, providers, employers, health plans, government organizations, and communities optimize individual andpopulation-wide well-being by driving positive behavior change.

In a 13D SEC filing this morning by Chadwick, reporting persons-entities listed, in addition to John Chadwick, include Claritas Capital LLC; Claritas Capital SLP - V GP; Claritas Capital Fund IV LP; Claritas Dozoretz Partners LLC; Claritas Irby LLC; Claritas Irby Partners II LLC; Claritas Opportunity Fund 2013 LP; Claritas Opportunity Fund II LP; Claritas Sharecare CN Partners LLC; Claritas Opportunity Fund IV LP; Claritas Cornerstone Fund LP; Claritas Sharecare 2018 Notes LLC; Claritas Sharecare Notes LLC; Claritas Sharecare 2019 Notes LLC; Claritas Opportunity Fund V LP; Claritas SC Bactes Partners LLC; Claritas SC Partners LLC; Claritas Sharecare F3 LLC; Claritas Sharecare-CS Partners LLC; Claritas Frist Partners LLC; Claritas Sharp Partners LLC; Claritas Sharecare Partners, LLC; Claritas Capital Management Services Inc.; CC Partners IV, LLC; CC SLP IV GP; CC SLP V GP; Claritas SCB SLP GP; CC Partners V LLC; Claritas Capital EGF - V Partners LLC; Claritas Capital EGF - IV Partners, LLC; Claritas SC-SLP GP; and, Claritas Opportunity Fund Partners II, LLC.

This story will be updated as warranted. VNC

. last edited 0949 11 October 2023