DFB Healthcare DFBHU = 1C + 1/3 W

Completed AHCO

Prospectus Link             Sponsor:  https://www.deerfield.com/

Trust = $10.00 ~~$287,500,000  - segregated trust account located in the United States at JPMorgan Chase Bank, Continental Stock Transfer & Trust Company acting as trustee, 

1 Warrant + $11.50 > 1 C. Call 18. Cashless option.

Expire 24 mo.

Goldman, Deutsche Bank, Leerink.


 Our sponsor, Deerfield/RAB Ventures, LLC

Deerfield Management Company, L.P., which we refer to as Deerfield Management throughout this prospectus, has indicated the intention of one or more domestic private pooled investment vehicles managed by Deerfield Management and its affiliates (referred to in this prospectus as the Deerfield Funds) to purchase 2,500,000 units in this offering at the initial public offering price. The underwriters will not receive any underwriting discounts or commissions on the units purchased by the Deerfield Funds. In addition, the Deerfield Funds have indicated an interest to purchase up to an aggregate of $100,000,000 of our shares of common stock in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Deerfield Funds may determine not to purchase any such shares, or to purchase fewer shares than they have indicated an interest in purchasing.

Our co-founder, Deerfield Management, is an investment firm with over $9.61 billion of regulatory assets under management as of September 30, 2017. Since its launch in 1994, Deerfield Management has focused exclusively on the healthcare industry. 

Our management team is led by Richard Barasch, our President and Chief Executive Officer, who has more than 30 years of experience in healthcare services, health insurance, and related industries. Mr. Barasch was Chief Executive Officer of Universal American Corp., a publicly-traded health insurance company focused on the senior health market, from 1995 until the Company's acquisition by WellCare Health Plans in April 2017. Mr. Barasch has a track record of value creation for shareholders through both organic growth and acquisitions. In 1988, Mr. Barasch and his team invested in Universal American and acquired operating control of a small health insurance company. Including a number of special dividends and proceeds from the sale to WellCare, the shareholders of Universal American ultimately received over $2.5 billion. The Company's revenue grew from less than $100 million to over $5.5 billion during his tenure as CEO. Under Mr. Barasch's leadership, the Company evolved from a life and health insurance company to a diversified health services provider focused on the senior market, Medicare and Medicaid. Universal American pioneered a physician partnership and engagement model designed to lower costs while improving quality and outcomes. Mr. Barasch also has significant merger and acquisition experience, as Universal American executed over 20 acquisitions and divestitures during his tenure as CEO. This acquisition experience includes the purchase of MemberHealth, a Part D Prescription Drug company, in September 2007, and the subsequent sale of Universal's Part D Prescription Drug business to CVS Caremark for approximately $1.4 billion in April 2011, in a structured transaction that unlocked substantial value for shareholders.

Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except for the withdrawal of interest to pay taxes and to fund our working capital requirements, subject to an annual limit of $250,000. Based upon current interest rates, we expect the trust account to generate approximately $2,500,000 of interest annually (assuming an interest rate of 1.0% per year).