|12 Months Ended|
Dec. 31, 2022
|Related Party Transactions [Abstract]|
21. Related Parties
Transactions with Management
During the year ended December 31, 2022, Babylon recognized an contractual termination benefit expense of $4.8 million within the Due to related parties account on the Consolidated Balance Sheet for costs incurred during the year related to a guarantee of a minimum level of compensation based in part on the Company’s stock price for a senior (non-Director) employee under their employment agreement.
Directors’ remuneration is borne by the Company’s subsidiary, Babylon Partners Limited.
In February of 2022, we identified a related party relationship between our acting CFO for our IPA Business, who was appointed that position for the IPA Business in August of 2022, and an entity that receives administrative services from one of the IPA Business’ subsidiaries. This individual was also appointed as CFO of the entity that receives these administrative services in February of 2022. While a related party relationship exists, the amounts recognized during the period are immaterial.
During the years ended December 31, 2022 and 2021, Babylon had loan balances owed by various executive officers to the Company. A portion of their compensation during the years ended December 31, 2022 and 2021, included the forgiveness of these loans in their entirety.
On June 3, 2020, in connection with our initial investment in Higi, ALP Partners Limited (“ALP”), as lender, entered into a promissory note with Higi, as borrower, in which Higi promised to pay ALP an aggregate principal sum of $5.0 million (the “ALP Note”). On December 7, 2021, we exercised our option to acquire the remaining equity interest in Higi pursuant to the Higi Acquisition Agreement. The closing of this acquisition occurred on December 31, 2021. The exercise price of the option to acquire the remaining Higi equity stake included the payment of $5.4 million at the closing to satisfy the principal and interest payable by a subsidiary of Higi pursuant to the ALP Note. As a result, no remaining balance related to this Note existed as of December 31, 2021. Refer to Note 4 for details related to the Higi acquisition.
On June 3, 2021, we completed the PIPE Transaction, in which we issued and sold, in private placements that closed immediately prior to the Merger, an aggregate of 896,000 of our Class A ordinary shares to certain Babylon shareholders for $250.00 per share. The PIPE Transaction included the issuance of 20,000 Class A ordinary shares to VNV (Cyprus) Limited, 20,000 Class A ordinary shares to Black Ice Capital Limited, an affiliate of VNV (Cyprus) Limited, 20,000 Class A ordinary shares to Invik S.A. and 8,000 Class A ordinary shares to ALP.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef