Butterfly Network, Inc 8-K, filed Nov 20, 2020
Butterfly Network, Inc. (BFLY)
About this 8-K
Butterfly Network, Inc filed this 8-K on November 20, 2020, reporting on events of November 19, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2020
Longview Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39292 | 84-4618156 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
767 Fifth Avenue, 44th Floor
New York, NY 10153
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 812-4700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | LGVW.U | The New York Stock Exchange LLC | ||
| Shares of Class A common stock included as part of the units | LGVW | The New York Stock Exchange LLC | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
LGVW WS | The New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On November 20, 2020, Longview Acquisition Corp. (“Longview” or the “Company”) announced a proposed business combination (the “Business Combination”) between Longview and Butterfly Network, Inc. (“Butterfly”). The Company issued a press release announcing the execution of the Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Clay Merger Sub, Inc., a wholly-owned subsidiary of the Company, and Butterfly. The Business Combination was unanimously approved by Longview’s board of directors on November 19, 2020. The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Concurrently with the execution of the Business Combination Agreement, on November 19, 2020, Longview entered into subscription agreements with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, immediately prior to the closing of the Business Combination, an aggregate of 17,500,000 shares of the Company’s Class A common stock at a price of $10.00 per share, for aggregate gross proceeds of $175,000,000 (the “PIPE Financing”). Attached as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation dated November 2020, which has been used in connection with the PIPE Financing and will be used by the Company with respect to the Business Combination.
A webcast providing material terms of the proposed Business Combination can be accessed by visiting the link at Longview’s website at http://www.longviewacquisition.com or at Butterfly’s website at http://www.butterflynetwork.com/investors.
Important Information about the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of the Company’s common stock in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of the Company to be issued in the Business Combination. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed Business Combination, as these materials will contain important information about the parties to the Business Combination Agreement, the Company and the proposed Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company will be contained in the Registration Statement for the Business Combination, when available, and will be available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Butterfly and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s and Butterfly’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Butterfly’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and Butterfly’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the ability of Longview and Butterfly prior to the Business Combination, and New Butterfly following the Business Combination, to meet the closing conditions in the Business Combination Agreement, including due to failure to obtain approval of the stockholders of Longview and Butterfly or certain regulatory approvals, or failure to satisfy other conditions to closing in the Business Combination Agreement; (2) the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Longview and Butterfly following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (3) the inability to obtain or maintain the listing of the combined company’s Class A common stock on the New York Stock Exchange, as applicable, following the Business Combination; (4) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (5) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (6) costs related to the Business Combination; (7) changes in applicable laws or regulations; (8) the inability of the combined company to raise financing in the future; (8) the success, cost and timing of Butterfly’s and the combined company’s product development activities; (9) the inability of Butterfly or the combined company to obtain and maintain regulatory approval for their products, and any related restrictions and limitations of any approved product; (10) the inability of Butterfly or the combined company to identify, in-license or acquire additional technology; (11) the inability of Butterfly or the combined company to maintain Butterfly’s existing license, manufacturing, supply and distribution agreements; (12) the inability of Butterfly or the combined company to compete with other companies currently marketing or engaged in the development of treatments for the indications that Butterfly is currently pursuing for its product candidates; (13) the size and growth potential of the markets for Butterfly’s and the combined company’s products and services, and each of their ability to serve those markets, either alone or in partnership with others; (14) the pricing of Butterfly’s and the combined company’s products and services and reimbursement for medical procedures conducted using Butterfly’s and the combined company’s products and services; (15) Butterfly’s and the combined company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; (16) Butterfly’s and the combined company’s financial performance; and (17) the impact of COVID-19 on Butterfly’s business and/or the ability of the parties to complete the Business Combination; and (18) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those under “Risk Factors” in the Registration Statement, and in the Company’s other filings with the SEC.
The Company cautions that the foregoing list of factors is not exclusive. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits to this Current Report on Form 8-K may contain hypertext links to information on our website or other parties’ websites. The information on our website and other parties’ websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LONGVIEW ACQUISITION CORP. | ||
| By: | /s/ Mark Horowitz | |
| Name: | Mark Horowitz | |
| Title: | Chief Financial Officer | |
|
Date: November 20, 2020 |
||
Exhibit 99.1
Butterfly Network, a global leader in democratizing medical imaging, to be listed on NYSE through a merger with Longview Acquisition Corp.
● Butterfly Network’s mission is to enable universal access to superior medical imaging, making high quality ultrasound affordable, easy-to-use, globally accessible and intelligently connected.
● Butterfly iQ is the only ultrasound transducer that can perform “whole-body imaging” with a single handheld probe using semiconductor technology. Connected to a mobile phone or tablet, it is powered by Butterfly’s proprietary Ultrasound-on-Chip™ technology and harnesses the advantages of AI to deliver advanced imaging that we believe is easy-to-use, improves patient outcomes and lowers cost of care.
● This transaction is expected to drive further adoption of Butterfly Network’s breakthrough solutions and accelerate its future pipeline of innovative technologies.
● The Pro Forma enterprise value of the merger is $1.5 billion, with the combined company expected to have an estimated $584 million in cash after closing.
● Founder Dr. Jonathan Rothberg to become Chairman of the combined company and will be Butterfly’s largest controlling shareholder.
● 100% of the equity of existing Butterfly Network investors, including Baillie Gifford, The Bill and Melinda Gates Foundation and Fosun Industrial Co., Limited, will convert into shares of the combined company. There will be no selling stockholders in the transaction.
● Longview is an affiliate of leading healthcare investment firm Glenview Capital Management, which is expected to own, along with its affiliates, 7.6% of the combined company’s outstanding shares at closing. Longview Chair and Glenview CEO, Larry Robbins, will join the Board of the combined company. Leading institutional investors including Eldridge, Fidelity Management & Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, UPMC Enterprises and Wellington Management have anchored a $175 million PIPE at $10 per share.
● The business combination is expected to be completed by the end of the first quarter of 2021, and the combined company will be listed on the NYSE under ticker symbol “BFLY.”
● A webcast to present the proposed transaction is available on www.butterflynetwork.com/investors.
Guilford, CT and New York, NY – November 20, 2020 – Butterfly Network, Inc. (“Butterfly” or the “Company”), an innovative digital health company that is working to enable universal access to superior medical imaging, and Longview Acquisition Corp. (NYSE: LGVW.U, LGVW, LGVW WS) (“Longview”), a special purpose acquisition company sponsored by Glenview Capital Management, LLC (“Glenview”), announced today that they have entered into a definitive business combination agreement. Upon closing, the combined company’s Class A common stock is expected to be traded on the New York Stock Exchange (“NYSE”) under the symbol “BFLY.”
Company Overview
Founded in 2011, Butterfly Network, Inc. is an innovative digital health company that has a mission to enable universal access to superior medical imaging, making high quality ultrasound affordable, easy to use, globally accessible and intelligently connected. Butterfly iQ is the only transducer using semiconductor technology that can perform “whole-body imaging” using a single handheld probe. Connected to a mobile phone or tablet, it is powered by Butterfly’s proprietary Ultrasound-on-Chip™ technology and harnesses the advantages of AI to deliver advanced imaging that they believe is easy to use, improves patient outcomes and lowers cost of care.
Historically, the global ultrasound market has been dominated by traditional cart-based devices that are accessible only to highly specialized technicians and are located predominantly in hospitals, imaging centers, and physicians’ offices. Previously introduced Point-of-Care Ultrasound (“POCUS”) devices are limited by 60 year-old technology and significant costs that hinder wide-spread use. Butterfly iQ is designed to address the limitations of currently-available cart-based and POCUS technologies.
Butterfly iQ was launched commercially in 2018, and in 2020, the Company launched the Butterfly iQ+ with additional features and improved performance. Since introduction, more than 30,000 Butterfly iQ and iQ+ devices have shipped to medical professionals globally. The Company has sold to or has agreements in place with the majority of the largest 100 hospitals in the United States, and has built a strong brand among healthcare professionals, achieving an exceptional Net Promoter Score of 71 (USA). Butterfly iQ is commercially available in more than 20 countries including the United States, Canada, greater Europe and Australia.
Butterfly was founded by Dr. Jonathan Rothberg, a scientist and serial entrepreneur who received the Presidential Medal of Technology & Innovation in 2016 for inventing a novel next-generation DNA sequencing method. Prior to this transaction, Butterfly has raised more than $400 million from investors, including Baillie Gifford, The Bill and Melinda Gates Foundation and Fosun Industrial Co., Limited.
Butterfly’s management team, led by Chief Executive Officer, Laurent Faracci, will continue to lead the combined company following the transaction and Dr. Rothberg will serve as Chairman of the combined company’s Board. Larry Robbins, Chairman of Longview, will become a member of the combined company’s Board.
Management Comments
“Nine years ago, Butterfly was created to make high-quality ultrasound affordable, easy to use and globally accessible to all,” said Dr. Jonathan Rothberg, founder of Butterfly “My pride in our team’s innovation and my gratitude to our partners for their funding and support are only matched by my enthusiasm to realize Butterfly Network’s enormous potential. We are pleased to welcome Longview as well as the PIPE investors to the Butterfly family, and we appreciate the support of the public markets in funding our commercial and societal goals.”
“The success of Butterfly is fueled by a clear mission, superior technology made simple, a passionate community of healthcare practitioners and an immensely talented team,” noted Laurent Faracci, Chief Executive Officer of Butterfly. “We believe the combination with such a premier healthcare partner as Longview Acquisition Corp. will amplify and accelerate the adoption of Butterfly iQ around the world. This partnership will enable us to bring more Butterfly innovative solutions to market faster, helping us improve patient outcomes and the way healthcare is delivered.”
“Butterfly is the epitome of value-based care: better health, lower cost, and patient centric,” said Larry Robbins, founder of Glenview and Chairman of Longview. “We are proud that our Butterfly investment will help accelerate efforts to provide the medical community with tools to diagnose more clearly and enable practitioners to be more effective, more efficient and more confident. We are honored to support Jonathan, Laurent and the Butterfly team to fully capitalize on their revolutionary technology and aspirational vision.”
“Since our May IPO, Longview reviewed more than 50 investment opportunities to find an exciting growth company at an attractive valuation where Glenview could add significant value, and Butterfly emerged as a truly unique partner” said John Rodin, CEO of Longview and Co-President of Glenview. “We are committed to using our two decades of experience as engaged owners in the provider, distributor and payor communities to accelerate constructive collaboration for Butterfly to drive improved health outcomes and greater efficiencies.”
Key Transaction Terms
On November 19, 2020, Longview entered into a definitive business combination agreement (“BCA”) with Butterfly. Upon the closing of the transactions contemplated by the BCA, Butterfly will become a wholly-owned subsidiary of Longview, and Longview will be renamed “Butterfly Network, Inc.” Current security holders of Butterfly, including Baillie Gifford, The Bill and Melinda Gates Foundation and Fosun Industrial Co., Limited will have the right to receive common stock of the combined company, on a one-for-1.0383 basis per share, rounded down to the nearest whole number of shares. The transaction values Butterfly at an enterprise value of approximately $1.5 billion.
The transaction is expected to deliver up to $589 million of gross proceeds, including up to $414 million of cash held in Longview’s trust account (assuming no redemptions are effected). The transaction is further supported by a $175 million PIPE at $10.00 per share, led by Eldridge, Fidelity Management & Research Company LLC, Glenview, Ridgeback, Tenet Healthcare Corporation, and UPMC Enterprises, the innovation, commercialization and venture capital arm of leading Pittsburgh-based health system UPMC, and Wellington Management. The company is projected to have approximately $584 million in cash on the balance sheet after closing.
Assuming no public stockholders of Longview exercise their redemption rights, ownership of the combined company immediately following the closing will be comprised of current Butterfly equity holders (63.5%) and convertible note holders (2.5%) which together will own approximately 66%, Longview stockholders (20%), Longview’s sponsors (5%), and PIPE investors (9%). Upon the closing of the transaction, Dr. Jonathan Rothberg will become Chairman and hold a controlling voting interest in the combined company through his holdings of 20x voting Class B common stock.
The transaction, which has been unanimously approved by the Boards of Directors of Butterfly and Longview, is subject to approval by Longview’s stockholders and other customary closing conditions. The proposed business combination is expected to be completed in the first quarter of 2021, with the combined company’s Class A common stock trading on the NYSE under the ticker “BFLY”.
A more detailed description of the transaction terms and a copy of the Business Combination Agreement will be included in a Current Report on Form 8-K to be filed by Longview with the United States Securities and Exchange Commission ("SEC"). Longview will file a registration statement (which will contain a joint proxy statement/prospectus) with the SEC in connection with the transaction.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor to Butterfly Network. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is acting as legal advisor to Butterfly Network. UBS Investment Bank is acting as financial advisor to Longview as well as the exclusive placement agent for the PIPE. UBS Investment Bank and Cowen are acting as capital markets advisors to Longview, and originally underwrote the IPO of Longview in May 2020. Ropes & Gray LLP is acting as legal advisor to Longview.
Management Presentation
A presentation made by the management teams of both Butterfly and Longview regarding the transaction will be available on the websites of Butterfly at www.butterflynetwork.com and Longview at www.longviewacquisition.com. Longview will also file the presentation with the SEC in a Current Report on Form 8-K, which will be accessible at www.sec.gov.
About Butterfly Network
Founded by Dr. Jonathan Rothberg in 2011 and led by CEO Laurent Faracci, Butterfly has created the world's first handheld, single-probe whole-body ultrasound system, Butterfly iQ, to make ultrasound technology more universally accessible and affordable. Butterfly Network’s mission is to enable universal access to superior medical imaging, making high quality ultrasound affordable, easy-to-use, globally accessible and intelligently connected, including for the 4.7 billion people around the world lacking access to ultrasound. Through its proprietary Ultrasound-On-Chip™ technology, Butterfly Network is paving the way for earlier detection and remote management of health conditions around the world. The Butterfly iQ+ can be purchased online today by healthcare practitioners in the United States, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, New Zealand, Norway, Poland, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
About Longview Acquisition Corp.
Longview was formed to partner with high-quality, growing companies to facilitate their successful entry to the public markets. Longview is sponsored by an affiliate of Glenview Capital Management, a registered investment adviser with a track record of creating value through constructive partnerships with companies operating in the public markets.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, Longview intends to file a Registration Statement on Form S-4, including a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus with the SEC. Longview’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus as well as other documents filed with the SEC in connection with the proposed business combination, as these materials will contain important information about Butterfly, Longview, and the proposed business combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to stockholders of Longview as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: info@longviewacquisition.com.
Participants in the Solicitation
Longview and its directors and executive officers may be deemed participants in the solicitation of proxies from Longview’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Longview will be included in the proxy statement/prospectus for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed business combination when available.
Butterfly and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Longview in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Longview’s and Butterfly’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Longview and Butterfly’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Longview’s and Butterfly’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any event, change, or other circumstances that could give rise to the termination of the BCA; the outcome of any legal proceedings that may be instituted against Longview and Butterfly following the announcement of the BCA and the transactions contemplated therein; the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Longview and Butterfly, certain regulatory approvals, or satisfy other conditions to closing in the BCA; the occurrence of any event, change, or other circumstance that could give rise to the termination of the BCA or could otherwise cause the transaction to fail to close; the impact of COVID-19 on Butterfly’s business and/or the ability of the parties to complete the proposed business combination; the inability to obtain or maintain the listing of the combined company’s shares of Class A common stock on the NYSE following the proposed business combination; the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition and the ability of Butterfly to grow and manage growth profitably and retain its key employees; costs related to the proposed business combination; changes in applicable laws or regulations; the ability of the combined company to raise financing in the future; the success, cost and timing of Butterfly’s and the combined company’s product development activities; the potential attributes and benefits of Butterfly’s and the combined company’s products and services; Butterfly’s and the combined company’s ability to obtain and maintain regulatory approval for their products, and any related restrictions and limitations of any approved product; Butterfly’s and the combined company’s ability to identify, in-license or acquire additional technology; Butterfly’s and the combined company’s ability to maintain Butterfly’s existing license, manufacture, supply and distribution agreements; Butterfly’s and the combined company’s ability to compete with other companies currently marketing or engaged in the development of treatments for the indications that Butterfly is currently pursuing for its product candidates; the size and growth potential of the markets for Butterfly’s and the combined company’s products and services, and each of their ability to serve on those markets, either alone or in partnership with others; the pricing of Butterfly’s and the combined company’s products and services and reimbursement for medical produces conducted using their products and services; Butterfly’s and the combined company’s estimates regarding future expenses, future revenue, capital requirements and needs for additional financing; Butterfly’s and the combined company’s financial performance; and other risks and uncertainties indicated from time to time in the final prospectus of Longview for its initial public offering and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in Longview’s other filings with the SEC. Longview and Butterfly caution that the foregoing list of factors is not exclusive. Longview and Butterfly caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Longview and Butterfly do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contacts
Investor Relations
Butterfly Network, Inc.
Mike Cavanaugh or Mark Klausner
Westwicke, an ICR Company
(646) 677-1838
investors@butterflynetwork.com
Longview Acquisition Corp.
John Rodin
info@longviewacquisition.com
Media Relations
Butterfly Network, Inc.
Sean Leous
Westwicke, an ICR Company
(646) 866-4012
media@butterflynetwork.com
Exhibit 99.2
Investor Presentation November 2020 Strictly Confidential
Confidential — Not for Distribution Disclaimer 2 This presentation is being furnished solely for the purpose of considering a potential transaction involving Longview Acquisi tio n Corp. (“Longview”) and Butterfly Network, Inc. (the “Company”). By accepting this presentation, the recipient acknowledges and agrees that all of the information contained herein is confidenti al, that the recipient shall not copy, distribute or disclose such information to any person, and that the recipient shall not use such information in any way detrimental to the Company. Any s ecu rities of Longview to be offered in any transaction contemplated hereby have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any a ppl icable state or foreign securities laws. Any securities to be offered in any transaction contemplated hereby have not been approved or disapproved by the Securities and Exchange Commission, any stat e s ecurities commission or other United States or foreign regulatory authority, and will be offered and sold solely in reliance on one or more exemptions from the registration require men ts of the Securities Act and the rules and regulations promulgated thereunder (including Regulation D or Regulation S) under the Securities Act. This document does not constitute an offer to s ell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Any investment in or purc has e of any securities of Longview is speculative and involves a high degree of risk and uncertainty. This document includes certain statements, estimates, targets, forward - looking statements and projectio ns (collectively, “forward - looking statements”) that reflect assumptions made by the Company concerning anticipated future performance of the Company and its industry. Such forward - looking statements are based on significant assumptions and subjective judgments concerning anticipated results, which are inherently subject to risks, variability and contingencies, ma ny of which are beyond the Company’s control. Factors that could cause actual results to differ from these forward - looking statement include, but are not limited to, general economic conditions, the availability and terms of financing, the effects and uncertainties created by the ongoing COVID - 19 pandemic, the Company’s limited operating history, changes in regulatory requirements and governmental i ncentives, competition, and other risks and uncertainties associated with the Company’s research and development activities and commercial production and sales. Such forward - looking stat ements may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “should”, “seek” and similar expressions and include any fi nan cial projections or estimates or pro forma financial information set forth herein. You are cautioned that any such forward - looking statements are not guarantees of future performance and involve risks an d uncertainties, and that actual results may differ materially from those projected in the forward - looking statements. None of the Placement Agent (as defined below), Longview or the Company under take any duty to update these forward - looking statements or the other information contained in this presentation. Neither Longview nor the Company makes any representation or warranty, exp ress or implied, as to the accuracy or completeness of this document or any other information (whether written or oral) that has been or will be provided to you. Nothing contained herei n o r in any other oral or written information provided to you is, nor shall be relied upon as, a promise or representation of any kind by Longview or the Company. Without limitation of the forego ing , Longview and the Company expressly disclaim any representation regarding any projections concerning future operating results or any other forward - looking statement contained herein or that ot herwise has been or will be provided to you. Neither Longview nor the Company shall be liable to you or any prospective investor or any other person for any information contained herein or th at otherwise has been or will be provided to you, or any action heretofore or hereafter taken or omitted to be taken, in connection with this potential transaction. You will be entitled to rel y solely on the representations and warranties made to you by the Company in a definitive written agreement relating to a transaction involving the Company, when and if executed, and subject to any limitations and restrictions as may be specified in such definitive agreement. No other representations and warranties will have any legal effect.
Confidential — Not for Distribution Disclaimer (cont.) Longview has retained UBS Securities LLC as placement agent (together with its affiliates, partners, directors, agents, emplo yee s, representatives, and controlling persons, the “Placement Agent”) on a potential transaction to which this document relates. The Placement Agent is acting solely as a placement agent (and, for t he avoidance of doubt, not an underwriter, initial purchaser, dealer or any other principal capacity) for Longview in connection with a potential transaction. The Placement Agent has not independently ver ified any of the information contained herein or any other information that has been or will be provided to you. The Placement Agent does not make any representation or warranty, expre ss or implied, as to the accuracy or completeness of this document or any other information (whether written or oral) that has been or will be provided to you. Nothing contained herein or in any oth er oral or written information provided to you is, nor shall be relied upon as, a promise or representation of any kind by the Placement Agent, whether as to the past or the future. Without limita tio n of the foregoing, the Placement Agent expressly disclaims any representation regarding any projections concerning future operating results or any other forward - looking statement contained he rein or that otherwise has been or will be provided to you. The Placement Agent shall not be liable to you or any prospective investor or any other person for any information contained here in or that otherwise has been or will be provided to you, or any action heretofore or hereafter taken or omitted to be taken, in connection with this potential transaction. This document is being d ist ributed solely for the consideration of sophisticated prospective purchasers who are institutional accredited investors with sufficient knowledge and experience in investment, financial and b usi ness matters and the capability to conduct their own due diligence investigation and evaluation in connection with a potential transaction. This document does not purport to summarize all of t he conditions, risks and other attributes of an investment in Longview and the Company. Information contained herein will be superseded by, and is qualified in its entirety by reference to, any ot her information that is made available to you in connection with your investigation of Longview and the Company. Each prospective purchaser is invited to meet with a representative of Longview an d/o r the Company and to discuss with, ask questions of, and receive answers from, such representative concerning the Company and the terms and conditions of any potential transaction. Longview, th e Company and the Placement Agent are free to conduct the process for any transaction as they in their sole discretion determine (including, without limitation, negotiating with any p ros pective investors and entering into an agreement with respect to any transaction without prior notice to you or any other person), and any procedures relating to such transaction may be changed at any time without notice to you or any other person. No sales will be made, no commitments to invest in Longview will be accepted, and no money is being solicited or will be accepted at this time . A ny indication of interest from prospective purchasers in response to this document involves no obligation or commitment of any kind. This document should not be distributed to any person other t han the addressee to whom it was initially distributed. 3
Confidential — Not for Distribution • Butterfly Network, Inc. (“Butterfly”) is the inventor / pioneer in the emerging field of semiconductor - based point - of - care ultrasound (“POCUS”) devices and related imaging and workflow software ₋ Founded in 2011 by visionary innovator Jonathan Rothberg (454 Life Sciences, Ion Torrent, 4Catalyzer) ₋ Total investment of over $400 million with first product introduced in 2018, 700+ patents and 2020E revenue of $44 million, projected to grow to $138 million in 2022E • Longview Acquisition Corp. (“Longview”) is a Special Purpose Acquisition Corporation (“SPAC”) brought public as an affiliate of Glenview Capital Management ₋ Initially capitalized with $414 million in cash in May 2020 trading under the ticker LGVW/U ₋ Glenview Capital was founded in 2000 by Larry Robbins and is currently in its 20 th year of active public markets investing with a focus on the healthcare market • Butterfly and Longview signed a Letter of Intent on October 11, 2020 and seek to enter into a definitive merger agreement by November 2020 ₋ In conjunction with the closing, Longview may raise an additional $175 million of capital through a Private Investment in Public Equity (“PIPE”) structure on equivalent terms as Longview’s initial investors ($10 per Longview share) ₋ The parties seek to close the merger by 1Q '21 Transaction Overview Butterfly Network is preparing to go public through a SPAC Merger with Longview Acquisition Corp. who may raise an additional $175 million PIPE to further support long - term growth 4
Confidential — Not for Distribution Transaction Overview Sources, uses and pro forma ownership Sources Butterfly Rollover Equity $1,293.8 Longview Cash Held in Trust 414.0 1 PIPE Investment 175.0 Total Sources $1,882.8 2 Uses Equity Consideration to Existing Investors $1,293.8 Cash to Balance Sheet 549.0 1,2 Estimated Transaction Expenses 40.0 Total Uses $1,882.8 Illustrative Pro Forma Ownership Pro Forma Valuation Share Price $10.00 PF Shares Outstanding 203.7 3 Equity Value $2,037.4 + Debt $4.4 4 - Pro Forma Cash (584.5) 5 Enterprise Value $1,457.3 2022E Revenue $137.9 EV / 2022E Revenue 10.6x 1. Assumes no redemptions 2. Excludes the Forward Purchase Agreement ( FPA ) provided by funds managed by Glenview Capital Management. Such FPA provides for the purchase of common stock at $10 per sh are in an amount necessary to ensure, after factoring in PIPE investment and any redemptions, that the minimum $250mm cash closing condition is met 3. Estimated fully diluted shares outstanding based on ( i ) 182.5mm common shares owned by: Longview Public Shareholders (41.4); Longview Sponsor/Board (10.4); PIPE (17.5); and legacy Bu tterfly (113.3); (ii) 23.3mm options outstanding and available for grant held by legacy Butterfly and to be exercised using the Treasury Stock Method (16.1 net); (iii) 5.1mm shares issued to Butterf ly convertible noteholders and converted at $10.00 per share immediately prior to closing; and (iv) excluding 13.8mm public warr ant s, 6.85mm private warrants, the effect of any option exercises or forfeitures since September 29, 2020 and any newly authorized sha res available for grant since September 29, 2020 that are attributable to a new option plan to be adopted at closing 4. Projected BFLY debt at 01/31/21; assumes $51.1mm of convertible debt illustratively converted at $10.00 per share 5. Projected BFLY cash balance at 01/31/21; includes $29.35mm of cash proceeds from convertible notes issued in October 2020 and converted at $ 10 .00 per share immediately prior to closing 6. All shares of Series A Preferred of the Company would be exchanged into special voting stock carrying 20x voting power (and b e o therwise identical to the Class A Common Stock issued in the IPO) 5 LGVW Public Shares , 41.4m , 20% LGVW Sponsor Shares , 10.4m , 5% PIPE Investor Shares , 17.5m , 9% Convert Investor Shares 4 , 5.1m, 2.5% Existing Butterfly Rollover Equity , 129.4m , 63.5% 6
Confidential — Not for Distribution Today’s Presenters Larry Robbins Chairman Longview Acquisition Corp. • CEO and Founder of Glenview Capital Management • Board Chair: KIPP NY Inc., Board Member Robin Hood Foundation, Zearn , Relay GSE • Previously served as Partner at Omega Advisors, and Associate at Gleacher & Co. 6 Gioel Molinari President • Previously held senior product and technology leadership roles at Bloomberg LP and Bridgewater Associates • He began his career in industrial automation and was then founder, president and CTO of ClariFI Inc., a software platform to simplify quantitative equity investing Darius Shahida Chief Strategy Officer & Chief Business Development Officer • Previously served as the Head of Trading for Birch Grove Capital • Prior to that, worked in the Cross Asset Special Situations Group at Morgan Stanley Larry Robbins John Rodin Chief Executive Officer Longview Acquisition Corp. • Co - President of Glenview Capital Management • Previously served as President of Fantex Brokerage Services • Prior to that, served as Partner and Co - President of Glenview Capital Management for over 10 years Mark Horowitz Chief Financial Officer Longview Acquisition Corp. • Co - President of Glenview Capital Management • Previously served on the senior management team at Axiom Legal Solutions • Prior to that, worked as a corporate and securities lawyer at Cravath , Swaine & Moore and Brobeck , Phleger & Harrison Lee Hathaway Partner, Co - Head of Healthcare Glenview Capital Management • Previously served in Private Equity at Water Street Healthcare Partners • Started his career within the Global Healthcare Group at Barclays Capital Dr. John Martin Chief Medical Officer • Previously served as Chief of Vascular Surgery and Director of Heart and Vascular Services at Anne Arundel Medical Center • Founder and President of the Heart Health Foundation
Confidential — Not for Distribution Executive Summary A unique investment in a dynamic Med - Tech environment • Driven by the vision of an innovative founder . . . • Butterfly developed and introduced a revolutionary product . . . • With a breakthrough technology putting ultrasound on a semiconductor chip . . . • Pursuing ubiquity through simplicity and affordability . . . • Addressing an unmet need . . . • To disrupt a large and expanding total addressable market . . . • Aligned with and enabling healthcare’s mega - trends . . . • Fortified by an experienced partner . . . • Enabling a logical, advantaged product roadmap . . . • With strong initial market adoption , excitement and momentum . . . • Brought to the public at an attractive valuation . . . • Supported by a clear mission and fully committed team 1 2 3 4 5 6 7 8 9 12 10 7 11
Confidential — Not for Distribution Driven by the Vision of an Innovative Founder Dr. Jonathan Rothberg, Founder and Chairman, has dedicated his career to enabling breakthrough technologies to revolutionize healthcare 8 Dr. Jonathan M. Rothberg Chairman and Founder Select Awards Education ▪ M.S., Biology ▪ M.Phil., Biology ▪ Ph.D., Biology ▪ B.S., Chemical Engineering, Option in Biomedical Engineering Presidential Medal of Technology & Innovation 2016 World Economic Forum’s Technology Pioneer 2007, 2008, 2010 (1 st person to receive the award four times) CBA Brilliant Achievement Award 2011 Serial Entrepreneur: 10+ Companies Founded Connecticut Medal of Technology 2010 DGKL Biochemical Analysis Prize 2011 2004 Other Companies Founded 1 2000 ▪ Founder, Chairman, CTO and CEO ▪ Invented and commercialized first next - generation DNA sequencing ▪ Basis of modern cancer diagnostics ▪ Sold in 2007 to Roche for $150M ▪ Founder, Chairman, CTO and CEO ▪ Massively scalable, affordable next - gen sequencing ▪ Invented first semiconductor chip for DNA sequencing ▪ Sold in 2010 to Life Technologies Corp. for $725mm ▪ Present Founder & Chairman ▪ Over $350mm raised to - date ▪ Mission to democratize medical imaging ▪ Commercially available in 20+ countries ▪ Present Founder & Chairman ▪ Innovator / Incubator to modernize medical device industry ▪ 7 C - Corps, >$750mm raised, 400+ team members 2007 2011 2014
Confidential — Not for Distribution Butterfly Developed and Introduced a Revolutionary Product Healthcare Breakthrough Award: Not Impossible Award Winner 9 2 https://www.youtube.com/watch?v=lgoNgY71AK4
Confidential — Not for Distribution Butterfly Developed and Introduced a Revolutionary Product (cont.) A technology to democratize healthcare 71 Net Promoter Score 1 25K+ Healthcare Practitioner Users 10M+ Images Stored 65% ’19 - ’24E Revenue CAGR 115% ’19 - ’24E Software Revenue CAGR 700+ Patents and Designs 2 1. U.S. only 2. 200+ issued and 500+ pending, across 190+ patent families 3. Based on number of countries Butterfly device is shipped Butterfly iQ utilizes a novel and proprietary Ultrasound - on - Chip™ technology that enables a whole body complete imaging solution with a single probe 2 10 1,000+ Proprietary Manufacturing Steps #1 Buying Segment: General Medicine 22 Countries 3
Confidential — Not for Distribution Butterfly Developed and Introduced a Revolutionary Product (cont.) Powered by semis, empowered by AI Butterfly’s software harnesses Artificial Intelligence (“AI”) to drive ease - of - use for image acquisition, improve analysis, guide and educate practitioners, and provide quality control 2 11 Reduces the need for highly specialized training for proper image capture Single - touch measurement capture and annotation Reference image identification and user prompts Offers security oversight, customizable quality assurance, efficient credentialing, billing continuity, and real - time analytics to track ultrasound program member progress Navigation / Image Acquisition Automated Interpretation & Analysis Educational Quality Control
Confidential — Not for Distribution 12 With a Breakthrough Technology Putting Ultrasound on a Semiconducter Chip Semiconductors revolutionized the consumer imaging market twenty years ago and should revolutionize medical imaging for the coming decades. Butterfly’s IP platform, partnerships and eight years of R&D position Butterfly as the leader 1. See “How Many Photos Will Be Taken in 2020?” (January 10, 2020), https://focus.mylio.com/tech - today/how - many - photos - will - be - taken - in - 2020, and “How Many Photos Have Ever Been Taken?” (March 10, 2012), https://fstoppers.com/other/stats - how - many - photos - have - ever - been - taken - 5173#:~:text=Approximately 3.5 trillion photos have,were taken throughout the 1800s.” 2. Implied using the 2020 cost of a roll of film ($4.33) and the 2020 cost to develop a roll of film ($5.00). Assumes 24 imag es per roll of film 3 Digital photography created an explosion in usage and put professional quality capture, editing and filtering into the palm of every consumer’s hand Past Decade Butterfly iQ and Forward Medical Professionals Experts Only 100% Users can be easily trained Consumers None Image capture through handheld and in future wearables Cost (for total) $$$ Meaningfully reduced Ability to Share? CD Cloud Medical imaging is still predominantly inside the walls of massive institutions, accessible only to highly specialized, highly trained technicians. Through its small form factor , ease of use , low cost , AI - enabled navigation and simple user interface , Butterfly is democratizing ultrasound 1990 2020 Images Captured 1 57 billion 1.4 trillion Time to Develop (per image) One hour Instant Cost (for total) $22 billion 2 Cost of a Smartphone Ability to Share? No Yes Revolution in Photography Revolution in Ultrasound Imaging
Confidential — Not for Distribution 13 With a Breakthrough Technology Putting Ultrasound on a Semiconducter Chip Butterfly has established a significant moat comprised of R&D, IP, trade secrets, and manufacturing Research & Development Intellectual Property Trade Secrets Manufacturing • 200+ Issued Patents and Designs • 500+ Pending Patents and Designs • Specific Patents covering all known sensor manufacturing processes • Patents on AR Guidance & “Whole Body Imaging” • 10+ Year Relationship with TSMC at CxO Level • $180M CAPEX Foundry Investment by TSMC Board to Support Butterfly • Largest manufacturing capacity (500k+ devices per year) • Exclusive R&D Team for Medical Imaging Sensor • 9 years of Research & Development efforts • $350 million invested to bring to market at scale • Technical Tour de Force: first and only in market , succeeding where GE, Siemens, and Samsung were unsuccessful • 1,000+ proprietary manufacturing steps to go from raw silicon to fabricated chip • Signal processing techniques required to “play” Butterfly’s 9,000 drum instrument at commercial level 3
Confidential — Not for Distribution Pursuing Ubiquity Through Simplicity and Affordability For under $3 per day, healthcare practitioners can substantially improve care while simultaneously benefiting from a powerful set of value - added propositions 4 x Wellness monitoring x Imaging where previously unavailable x Life - saving Emergency Care x Big Data / AI to empower decisions x Cloud drives collaboration x Move to Value - Based Care x CPT codes range from ~$20 - 150+ x Capital savings vs. current equipment x Net new revenue potential Driving Health, Strategy & Economics Strategic Alignment Commercial Benefits Health Benefits 14 Device Cost Device Price $1,999 ÷ (3 yrs * 365 days) 1,095 days Cost of Ownership $1.83 / day Software Subscription 2 Annual Subscription $420 ÷ 365 days 365 days Cost of Ownership $1.15 / day Exceedingly Low Cost of Ownership <$3 per day 1 A Total Cost of Ownership (A+B) B 1. Excludes cost of optional extended warranty and accessories 2. Software subscription ownership cost illustrates a single individual practitioner license for Butterfly Pro membership plan. The Company also offers additional software plans for larger teams and enterprise organizations
Confidential — Not for Distribution Pursuing Ubiquity Through Simplicity and Affordability (cont.) Butterfly iQ is disrupting the incumbent ultrasound market with an unmatched combination of quality, innovation, simplicity, and affordability Legacy Cart - Based Incumbents Point - of - Care / Handheld Competitors Butterfly iQ Cost 1 Expensive Low - end: $5 - 30k Mid - range: $45 - 60k High - end: $100 - 250k+ Plus service / maintenance fees More Affordable $5 - 7K+ before factoring add - on considerations Most Affordable $1,999 per device plus software license cost = <$3 per day Users Experts only Some, not all All Technology Piezoelectric crystal Piezoelectric crystal Next gen Ultrasound - on - Chip™ semiconductor Probes Multiple Multiple Universal System Access Limited Varies Everywhere Training Complicated Easier Ubiquitous due to AI / deep learning enabled presets Data Storage Silo Varies Cloud Interoperability Closed Varies Open Android + iOS compatible Purchasing Traditional Sales Force Varies Multi - dimensional w/ strong e - Commerce presence Overall Design 4 15 1. Estimated cost for a new system
Confidential — Not for Distribution Addressing an Unmet Need Breaking through the barriers of conventional ultrasound systems ▪ Traditional cart - based devices within the $8B global ultrasound market are often prohibitively expensive and come with burdensome maintenance / service contracts Ultrasound usage today has been constrained by high upfront system cost, limited access, and suboptimal convenience ▪ Despite being cart - based, traditional ultrasound machines are often siloe d within hospitals and health systems requiring referrals and coordination between different departments Two - thirds of the world population, or ~5B people, lack access to any diagnostic imaging 1 ▪ Poor IT integration and interoperability capabilities have resulted in siloed image archives which is a barrier to care coordination and optimization 1. Per World Health Organization applied to current world population 5 16 ▪ Historically, ultrasound scans were limited to a select few healthcare practitioners as training requirements limited utilization to sonographers and/or radiologists Medical Professionals and Patients need Ubiquity Mobility Affordability Ease of Use
Confidential — Not for Distribution Addressing an Unmet Need (cont.) Expanding beyond the barriers of institutional settings creates breakthrough economics and growth potential … in addition to expanding access to care in numerous new greenfield care settings Imaging Centers Hospital Sources: 1. GE Healthcare Investor Presentations 2. IHI Market ~$6bn Equipment Market ~$2bn Services Market Low-end compact Mid-range compact High-end compact Premium compact Handheld Low-end cart Mid-range cart High-end cart Premium cart Handheld devices are only < 3% of global ultrasound units Disrupting the $8 billion global ultrasound market 1 … Unit Mix 2 Niche Doctor Offices Greenfield Butterfly iQ Enabled Scan Settings Pre - Hospital Home Veterinary Dialysis Centers ASCs Developed Markets Urgent Care Clinics Long - term Care / Rehab + Emerging Markets 5 17 Traditional Scan Settings
Confidential — Not for Distribution Disrupting a Large and Expanding Total Addressable Market Focus on expansion into new settings beyond ultrasound with large addressable populations Sources: 1. Per WHO World Health Report Global Medical Doctors 2. Comprised of Anesthesiologists, Primary Care Physicians, Medical Schools, Emergency Medicine, Hospital Medicine, Musculoskele tal , and Urology Healthcare Practitioners in core geographies where the company is pursuing commercial efforts 3. Per WHO World Health Report Global Nurses and Midwives 4. Comprised of 1/3 of nurses and midwives in core geographies where the company is pursuing commercial efforts 5. Per CDC 2009 Power of Prevention, in 2005 133M Americans had at least one chronic illness. Per the Lancet, by 2020 157M US c iti zens were predicted to have more than one chronic condition, with an estimated 81M having multiple conditions ~12M 1 >100M Chronic Patients in the US Alone 5 Medical Doctors Wearables 3M+ Initial 2 Addressable Populations Nursing 28M+ 3 5M+ Initial Target 4 Time 25M+ Urinary Incontinence 5M+ Chronic Heart Failure (CHF) ~0.5M Dialysis 6 18 40M+ Global Healthcare Practitioners
Confidential — Not for Distribution 19 Aligned with and Enabling Healthcare’s Mega - Trends Butterfly is uniquely positioned to disrupt healthcare and democratize medical imaging 7 Universal Affordability Collaboration Through the Cloud Value - Based Care Harnessing AI / Big Data Disruptive Medical Innovation Chronic At - Home Monitoring Shift to Wellness Consumer Health Empowerment Universal Access Value - Based Care Improved Health Outcomes » Early detection / prevention » More precise diagnosis » Faster trauma care Reduced Cost » Prevention cheaper than trauma » Enables imaging by lower - cost medical professionals » Smaller capital costs Patient - Centric Approach » Mobility to come to the patient » Reduce / eliminate wait times » Secure patient image access
Confidential — Not for Distribution Fortified by an Experienced Partner Longview Acquisition Corp. • Longview is sponsored by an affiliate of Glenview Capital Management, a registered investment adviser • Glenview brings extensive public market experience in the healthcare industry with a long - term orientation across provider, payor, distributor and medical product companies • Culture of Suggestivism has created shareholder value and lasting bonds Longview Acquisition Corp. Overview Investment Professionals with Significant Knowledge and Experience 20 th Year Managing Funds Meaningful LT Outperformance vs S&P 500 12 Years Average Tenure of Senior Management Extensive C - Level Corporate Contacts 13 Company Stocks Held for 10+ Years 75 Company Stocks Held for 5+ Years Value - Added Partnership with Butterfly • Independent review, diligence and advice on financial planning, strategy, business development and capitalization • Active engagement to accelerate commercial arrangements across critical growth partnerships • Providers: Hospitals, Physician Groups, Research Institutions, Urgent Care, ASCs, Home Health, Dialysis, Post - Acute, Senior Living, Veterinary • Distributors: Med/Surg, Veterinary, Medical Technology • Payors: Commercial Managed Care, Medicare Advantage, Managed Medicaid, ASO • Collaboration on Environmental, Social and Governance priorities with strong cooperation on Board composition and inventive metrics 8 20
Confidential — Not for Distribution Enabling a Logical, Advantaged Product Roadmap Our story of innovation only starts with Butterfly iQ 9 21 2018 2020 2021 2022 2023 2024+ Butterfly iQ Butterfly iQ+ Butterfly iQ + at Home Gen3 Butterfly Probe Gen4 Butterfly Probe Wearable in the Home Innovation from “Butterfly Labs” • More clarity: 15% faster frame rates, true - to - form color flow, faster cardiac imaging with sharp resolution, and 60% faster pulse repetition frequency • More speed: ultra - fast bladder scanning and auto - volume calculation • More control: new Needle Viz TM technology, 15% smaller probe head and 10% shorter probe • More durability: 4 - foot drop tested; replaceable, stomp and compression tested cable • More power: 20% longer battery life, 2x continuous run - time on select presets • First semi - conductor based point - of - care ultrasound • Expected commercial launch • Intended to enable at - home ultrasound by novice users in collaboration with telemedicine doctor visits • Expected commercial launch • Improved performance and image quality with Moore’s Law • Expected commercial launch • Designed to support remote monitoring and empower lifestyle management of chronic patient populations • Robust pipeline of innovative products, services, and software applications that leverage the company’s core technology and platform capabilities
Confidential — Not for Distribution With Strong Initial Market Adoption, Excitement and Momentum (cont.) Butterfly has substantial growth potential across multiple end - markets 2020E 2024E $44mm $334mm Device & Accessories 1 Software iQ Commercial Plans Scale sales and marketing Execute on enterprise - level strategy Further develop software and analytics suite Plans to launch new probe using Moore’s Law every other year to ensure hardware superiority Patch Commercial Plans Expected commercial launch in 2023 Patch designed to capitalize on momentum from higher tier software and at - home monitoring trends Commercialization pursued through payor partnerships as well as direct - to - consumer Near - term growth supported by executing pipeline bookings across the enterprise and e - Commerce markets Long - term growth enabled by continued market penetration and the introduction of the Patch product Device Software Patch / Wearable iQ 1. Device & Accessories includes sales from device, warranties and accessories 9 22 10
Confidential — Not for Distribution With Strong Initial Market Adoption, Excitement and Momentum (cont.) Robust revenue growth with roadmap to compelling margin profile Revenue ($ millions) 9 23 IQ vs. Wearables Wearables Conservatively 0% of 2022 Revenue , 5% of 2023 Revenue, and 10% of 2024 Revenue Gross Margin Target Long - Term ≥ 70% % y/y Revenue Growth $44.0 $78.1 $137.9 $235.2 $334.0 $0.0 $100.0 $200.0 $300.0 $400.0 2020E 2021E 2022E 2023E 2024E % Gross Margin NM 43% 51% 60% 68% Cash Flow Target EBITDA and Cash Flow turn positive in 2024 after significant investment phase 10 60% 77% 77% 71% 42% 2020E 2021E 2022E 2023E 2024E
Confidential — Not for Distribution EV/Revenue 2022E 1 Revenue CAGR 2020 - 2022E 1 High Growth MedTech 14.0x 34% Software - as - a - Service 13.1x 27% Disruptive Technologies 20.2x 45% Butterfly 10.6x 77% Brought to the Public at an Attractive Valuation Merger price established at a comfortable discount to comparable early - stage innovators to align and incent current and new stakeholders to maximize the societal and commercial impact of Butterfly 1. FactSet as of 11/18/20 2. Livongo price fixed as of 08/04/20, one day prior to the announcement of Teladoc’s acquisition of Livongo 24 11 Recognizing the Company’s heavy investment phase and to enable broad equity market sponsorship, Butterfly Networks is priced at a comfortable discount to its relevant peers Importantly, wearables, which have a larger total addressable market than handheld devices, are currently modeled to contribute revenues beginning in 2023, after the comparable valuation period. In this sense, shareholders are investing solely on handheld revenues in the intermediate term and creating the wearables opportunity “for free.” 2
Confidential — Not for Distribution Supported by a Clear Mission and Fully Committed Team Butterfly’s team shares a common mission 12 25 Our mission is to bring medical imaging to everyone “Our mission is to democratize healthcare by making medical imaging accessible to everyone around the world.” Jonathan M. Rothberg Founder “The journey to democratizing medical imaging has just begun. It is a journey together with our thousands of partners who are part of this transformation.’ Dr. John Martin Chief Medical Officer
Confidential — Not for Distribution Supported by a Clear Mission and Fully Committed Team (cont.) Zero selling shareholders in the transaction Visionary Leadership Strong Support Team $400mm+ of Total Funding Gioel Molinari President / Product & Software Stephanie Fielding Finance Jan Grimm Sales Dave Perri Hardware & Operations Darius Shahida Strategy & Business Dev. • Recipient of the Presidential Medal of Technology & Innovation for inventing a novel next generation DNA sequencing method • Previously founded 454 Life Sciences, the company under which he brought his novel genome sequencing method to market • Founded several additional companies, including Ion Torrent, CuraGen Corporation, Clarifi, RainDance Technologies, AI Therapeutics, Quantum - Si, Hyperfine Research and 4Bionics LLC Dr. Jonathan M. Rothberg Chairman and Founder • Deep expertise in the consumer health space and a track record of building and growing multi - billion dollar businesses • Prior to joining Butterfly in April 2020, served in a variety of management roles at Reckitt Benckiser over the course of 20 years, including EVP Health • Additionally a Permanent Member of the Facebook Global Client Counsil and a Board Member for the Global Self Care Federation, industry association for OTC and consumer health • Named AdAge Media Maven in 2013 Laurent Faracci Chief Executive Officer Dr. John Martin Medical, Clinical, Regulatory, Education 12 26 Joao Rodrigues Marketing & Digital Commerce Katie Yoshida People & Talent
Exhibit 99.3
Investor Presentation 1 November 20, 2020
Confidential — Not for Distribution Disclaimer 2 © 2020 Butterfly Network, Inc. This presentation is for information purposes only to assist interested parties in making their own evaluation with respect to t he proposed business combination (the “Business Combination”) between Butterfly Network, Inc. (“Butterfly”) and Longview Acquisition Corp. (“Longview”). The information contained herein does not purport to be all - inclusive, and none of Butterfly, Longview, or any of their prospective affiliates, or any of their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concern ing the matters described herein, and, by accepting this presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward - Looking Statements This document includes certain statements, estimates, targets, forward - looking statements and projections (collectively, “forwar d - looking statements”) that reflect assumptions made by Butterfly concerning anticipated future performance of Butterfly and its industry. Such forward - looking statements are based on significant assumptio ns and subjective judgments concerning anticipated results, which are inherently subject to risks, variability and contingencies, many of which are beyond Butterfly’s control. Factors that could cause actua l r esults to differ from these forward - looking statement include, but are not limited to, general economic conditions, the availability and terms of financing, the effects and uncertainties created by the ongoing CO VID - 19 pandemic, Butterfly’s limited operating history, changes in regulatory requirements and governmental incentives, competition, and other risks and uncertainties associated with Butterfly’s research and developm ent activities and commercial production and sales. Such forward - looking statements may be identified by the use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “s hou ld”, “seek” and similar expressions and include any financial projections or estimates or pro forma financial information set forth herein. You are cautioned that any such forward - looking statements are not guarantees of f uture performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward - looking statements. Neither Longview nor Butterfly undertake any duty to u pdate these forward - looking statements or the other information contained in this presentation. Neither Longview nor Butterfly makes any representation or warranty, express or implied, as to the accuracy or com pleteness of this document or any other information (whether written or oral) that has been or will be provided to you. Nothing contained herein or in any other oral or written information provided to you is, no r shall be relied upon as, a promise or representation of any kind by Longview or Butterfly. Without limitation of the foregoing, Longview and Butterfly expressly disclaim any representation regarding any pr oje ctions concerning future operating results or any other forward - looking statement contained herein or that otherwise has been or will be provided to you. Neither Longview nor Butterfly shall be liable to you or any prospective investor or any other person for any information contained herein or that otherwise has been or will be provided to you, or any action heretofore or hereafter taken or omitted to be taken, in co nne ction with this potential transaction. 2
Confidential — Not for Distribution Disclaimer (cont.) 3 © 2020 Butterfly Network, Inc. 3 Important Information About the Business Combination and Where to Find It In connection with the proposed Business Combination, Longview intends to file with the Securities and Exchange Commission (t he “SEC”) a registration statement on Form S - 4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus, and certain other related doc uments, which will be both the proxy statement to be distributed to holders of shares of Longview’s common stock in connection with Longview’s solicitation of proxies for the vote by Longview’s stockholders with re spect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Longview to be issued i n t he Business Combination. Longview’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the am end ments thereto and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed Business Combination, as these materials will contain important inf ormation about the parties to the Business Combination Agreement, Longview and the proposed Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospe ctus and other relevant materials for the proposed Business Combination will be mailed to stockholders of Longview as of a record date to be established for voting on the proposed Business Combination and oth er matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other doc uments filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Longview Acquisition Corp., 767 Fift h Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com. Participants in the Solicitation Longview and its directors and executive officers may be deemed participants in the solicitation of proxies from Longview’s s toc kholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Longview will be contained in the Registration State men t for the Business Combination, when available, and will be available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com. Additional information regarding the interests of such participants will be contained in the Re gistration Statement when available. Butterfly and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Longview in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be con tained in the Registration Statement when available. No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a p rospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Confidential — Not for Distribution Today’s Speakers 4 Larry Robbins Chairman Longview Acquisition Corp. Dr. Jonathan R. Rothberg Founder & Chairman Butterfly Network Merger & Investment Vision & Future Development Dr. John Martin Chief Medical Officer Butterfly Network Clinical Overview Gioel Molinari President Butterfly Network Technology & Product Demo Laurent Faracci Chief Executive Officer Butterfly Network Business & Commercial Overview Stephanie Fielding Chief Financial Officer Butterfly Network Financials
5 Merger & Investment
Confidential — Not for Distribution 6 The Story of Butterfly • Driven by the vision of an innovative founder • Butterfly developed and introduced a revolutionary product • With a breakthrough technology putting ultrasound on a semiconductor chip • Pursuing ubiquity through simplicity and affordability • Addressing an unmet need • To disrupt a large and expanding total addressable market • Aligned with and enabling healthcare’s mega - trends • Fortified by an experienced partner • Enabling a logical, advantaged product roadmap • With strong initial market adoption , excitement and momentum • Brought to the public at an attractive valuation • Supported by a clear mission and world class team
Confidential — Not for Distribution • Butterfly Network, Inc. (“Butterfly”) is the inventor / pioneer in the emerging field of semiconductor - based point - of - care ultra sound (“POCUS”) devices and related imaging and workflow software ₋ Founded in 2011 by visionary innovator Jonathan Rothberg (454 Life Sciences, Ion Torrent, 4Catalyzer) ₋ Total investment of over $400 million with first product introduced in 2018, 700+ patents and 2020E revenue of $44 million, p roj ected to grow to $138 million in 2022E • Longview Acquisition Corp. (“Longview”) is a Special Purpose Acquisition Corporation (“SPAC”) brought public as an affiliate of Glenview Capital Management ₋ Initially capitalized with $414 million in cash in May 2020 trading under the ticker LGVW/U ₋ Glenview Capital was founded in 2000 by Larry Robbins and is currently in its 20 th year of active public markets investing with a focus on the healthcare market • Butterfly and Longview signed a Letter of Intent on October 11, 2020 and seek to enter into a definitive merger agreement in Nov ember 2020 ₋ In conjunction with the closing, Longview may raise an additional $175 million of capital through a Private Investment in Pub lic Equity (“PIPE”) structure on equivalent terms as Longview’s initial investors ($10 per Longview share) ₋ The parties seek to close the merger by 1Q 2021 Transaction Overview Butterfly Network is preparing to go public through a SPAC Merger with Longview Acquisition Corp. who may raise an additional $175 million PIPE to further support long - term growth 7
Confidential — Not for Distribution Transaction Overview Sources, uses and pro forma ownership 1. Assumes no redemptions 2. Excludes the Forward Purchase Agreement (FPA) provided by funds managed by Glenview Capital Management. Such FPA provides fo r t he purchase of common stock at $10 per share in an amount necessary to ensure, after factoring in PIPE investment and any red emp tions, that the minimum $250mm cash closing condition is met 3. Estimated fully diluted shares outstanding based on (i) 182.5mm common shares owned by: Longview Public Shareholders (41.4); Lon gview Sponsor/Board (10.4); PIPE (17.5); and legacy Butterfly (113.3); (ii) 23.3mm options outstanding and available for gran t h eld by legacy Butterfly and to be exercised using the Treasury Stock Method (16.1 net); (iii) 5.1mm shares issued to Butterfly convertible noteholders and c onv erted at $10.00 per share immediately prior to closing; and (iv) excluding 13.8mm public warrants, 6.85mm private warrants, t he effect of any option exercises or forfeitures since September 29, 2020 and any newly authorized shares available for grant since September 29, 2020 that are at tri butable to a new option plan to be adopted at closing 4. Projected BFLY debt at 01/31/21; assumes $51.1mm of convertible debt illustratively converted at $10.00 per share 5. Projected BFLY cash balance at 01/31/21; includes $29.35mm of cash proceeds from convertible notes issued in October 2020 and co nverted at $10.00 per share immediately prior to closing 6. All shares of Series A Preferred of the Company would be exchanged into special voting stock carrying 20x voting power (and b e o therwise identical to the Class A Common Stock issued in the IPO) 8 Butterfly Rollover Equity $1,293.8 Longview Cash Held in Trust 414.0 1 PIPE Investment 175.0 Total Sources $1,882.8 2 Sources Cash to Balance Sheet $1,293.8 Equity Consideration to Existing Investors 549.0 1,2 Estimated Transaction Expenses 40.0 Total Uses $1,882.8 Uses Share Price $10.00 Pro Forma Shares Outstanding 203.7 3 + Debt $4.4 4 Pro Forma Valuation - Pro Forma Cash (584.5) 5 Enterprise Value $1,457.3 2022E Revenue $137.9 EV / 2022E Revenue 10.6x Equity Value $2,037.4 Illustrative Pro Forma Ownership Existing Butterfly Rollover Equity 63.5% LGVW Public Shares 20% LGVW Sponsor Shares 5% PIPE Investor Shares 9 % Convert Investor Shares 2.5%
Confidential — Not for Distribution 9 Investment Case Summary A unique investment in a dynamic Med - Tech environment Our investment case is clear: • Butterfly attacks a large, $8 billion addressable market and expands it materially by meaningfully growing each of the following: points of care, geographic reach and use cases • Butterfly has a very clear right to win. Butterfly is the best product, the best price, and the best platform • Butterfly has many attractive investment attributes: strong balance sheet and liquidity, low manufacturing costs, rapid growth, high recurring revenue, a discounted relative valuation and high - return reinvestment opportunities • Finally, Butterfly has strong alignment, building clinical and societal value designed for commercial success and shareholder value creation
© 2020 Butterfly Network, Inc. 10 Vision 10
7 C - Corps 400+ team members >$750M raised TODAY Dr. Jonathan Rothberg invents next - gen DNA sequencing & wins Presidential Medal of Tech & Innovation 11 4Catalyzer and Butterfly Network are founded 2011 - 2020 2000 - 2011 Driven by the Vision of an Innovative Founder Dr. Jonathan Rothberg PhD, Founder and Chairman, has dedicated his career to enabling breakthrough technologies to revolutionize healthcare
Confidential — Not for Distribution 12 Clinical video © 2020 Butterfly Network, Inc.
13 Clinical Overview
Addressing an Unmet Need Breaking through the barriers of conventional ultrasound systems Ultrasound usage today has been constrained by high upfront system cost, limited access, and suboptimal convenience. 14 Medical Professionals’ and Patients’ Needs Ubiquity Mobility Affordability Ease - of - use
of diagnostic dilemmas can be addressed through simple imaging The Opportunity is Immense and Meaningful Improving healthcare access and delivery is critical 15 of the world has no access to medical imaging 1 1. Per World Health Organization applied to current world population
Use - Cases: Ultrasound is Safe with Broad Applications 16 Ultrasound Broad Clinical Utilities 16 Lung Cardiac Bladder Needle Viz™ Vascular Access
Confidential — Not for Distribution Expanding Access to Care Beyond Traditional Imaging Settings New settings closer to patients create breakthrough economics and growth potential … in addition to expanding access to care in numerous new settings Imaging Centers Hospital Sources: 1. GE Healthcare Investor Presentations 2. IHI Market Handheld devices are < 3% of global ultrasound units Disrupting the $8 billion global ultrasound market 1 … Niche Doctor Offices Future Expansion of Care Settings Pre - Hospital Home Veterinary Dialysis Centers ASCs Urgent Care Long - term Care Emerging Markets Traditional Scan Settings 17 Cart Compact Handheld ~$6bn Equipment Market ~$2bn Services Market Ultrasound Breakdown 2
Confidential — Not for Distribution Increasing Demand for Point - of - Care (POCUS) Education 18 Protocol 1 Sensitivity Specificity Training Requirement Evaluation for left ventricular systolic function (compared with expert sonography) 69% - 94% 91% - 94% 8 hours of training or 20 practice exams Evaluation of IVC to determine volume status and predict readmission for CHF 81% 72% 4 hours of training and 20 practice exams Evaluation for pleural effusion (compared with CT or expert sonography) 94% 98% 3 hours of training Evaluation for pneumonia (compared with x - ray or CT) 90% - 96% 88% - 93% 3 hours of training Sources: 1. Bornemann P, Jayasekera N, Bergman K, Ramos M, Gerhart J. Point - of - care ultrasound: Coming soon to primary care? J Fam Pract. 20 18 Feb;67(2):70 - 80. PMID: 29400896.
19 Technology 19
Butterfly Demo 20
Confidential — Not for Distribution 21 © 2020 Butterfly Network, Inc. Empowered by AI A Revolutionary Imaging Solution of Hardware & Software Powered by Ultrasound - on - Chip™
Confidential — Not for Distribution Open Imaging Ecosystem: Devices, Content, SaaS 22 Software Services Image Storage (PACS) & Collaboration Enterprise Workflow & Analytics Telemedicine Educational Community AI Collective Intelligence Powered AI Content Hardware Assistance and Interpretation Apps Developer SDK Predictive Analytics for Clinical Decision Support Ultrasound Images, Annotations, Tutorials Secure Clinical Data & Educational Materials 2D, 3D Ultrasound - on - Chip™ Platform API & SDK
Confidential — Not for Distribution 23 A Logical, Advantaged, Expected Product Roadmap Our story of innovation only started with Butterfly iQ 2023 iQ Launched in 2018 Gen3 Probe Gen4 Probe Wearable In - Home iQ+ iQ in the Home 2022 2021 2020 2018 2024+ “Butterfly Labs” Innovation
24 Business Overview
Disrupting a Large and Expanding Total Addressable Market Focus on expansion into new settings beyond legacy market with large addressable populations Sources: 1. Per WHO World Health Report Global Medical Doctors 2. Comprised of Anesthesiologists, Primary Care Physicians, Medical Schools, Emergency Medicine, Hospital Medicine, Musculoskele tal , and Urology Healthcare Practitioners in core geographies where the company is pursuing commercial efforts 3. Per WHO World Health Report Global Nurses and Midwives 4. Comprised of 1/3 of nurses and midwives in core geographies where the company is pursuing commercial efforts ~12M 1 Medical Doctors 3M+ Initial Target 2 Addressable Populations Nursing and Midwives 28M+ 3 5M+ Initial Target 4 Time 40M+ Global Healthcare Practitioners 25
Confidential — Not for Distribution The Time for Butterfly to Transform Healthcare is Now 26 Macro Trends Tailwinds Aging Population Chronic Disease Proliferation Move from Hospital to Home Settings Wellness Monitoring Big Data / AI to Empower Decisions Value - Based Care Adoption POCUS in Medical Education New Imaging Settings Butterfly
Confidential — Not for Distribution Disrupting a Large and Expanding Total Addressable Market Focus on expansion into new settings beyond legacy market with large addressable populations Sources: 1. Per WHO World Health Report Global Medical Doctors 2. Comprised of Anesthesiologists, Primary Care Physicians, Medical Schools, Emergency Medicine, Hospital Medicine, Musculoskele tal , and Urology Healthcare Practitioners in core geographies where the company is pursuing commercial efforts 3. Per WHO World Health Report Global Nurses and Midwives 4. Comprised of 1/3 of nurses and midwives in core geographies where the company is pursuing commercial efforts 5. Per CDC 2009 Power of Prevention, in 2005 133M Americans had at least one chronic illness. Per the Lancet, by 2020 157M US c iti zens were predicted to have more than one chronic condition, with an estimated 81M having multiple conditions 6. In development, subject to marketing authorization ~12M 1 >100M Chronic Patients in the US Alone 5 Medical Doctors Wearables 6 3M+ Initial Target 2 Addressable Populations Nursing and Midwives 28M+ 3 5M+ Initial Target 4 Time 25M+ Urinary Incontinence 5M+ Chronic Heart Failure (CHF) ~0.5M Dialysis 40M+ Global Healthcare Practitioners 27
Confidential — Not for Distribution Rapid Innovation Cycle for Better Clinical Outcome Continuous i nnovation streams on both h ardware and software Hardware iQ+: Our 2nd Generation Ultrasound - on - Chip™ Software Recent Monthly Upgrades smaller probe head 15% continuous run time 2x faster frame rates 15% longer battery life 20% 28
Confidential — Not for Distribution E - Commerce for Individual Practitioners and Early Adopters 29 © 2020 Butterfly Network, Inc. General Medicine is #1 Buying Segment… General Medicine Emergency Medicine Anesthesiology MSK Hospitalist Speciality Surgery Cardiology Rads Medical Students GYN/OB 29 Demonstrating the breadth, depth, and ease - of - use of Butterfly’s solutions
Healthcare Institutions to Drive Adoption at Scale: Strong initial adoption, excitement, and momentum 30 Butterfly has an existing footprint in most of the Top 100 US Health Systems Butterfly Enterprise
Plans to Access the Home Market Novice healthcare practitioners, then patients self scanning + wearables Dialysis centers Long term care Urology - Bladder Alternative sites of care In - home care 2023 Wearable In - Home 31 Primary care Urgent care Cardiovascular - CHF
32 Financials
Butterfly has Substantial Growth Potential Across Multiple End - Markets 65% revenue CAGR from 2019 - 2024E 2020E 2024E $44mm $334mm Software iQ Commercial Plans ● Scale sales and marketing ● Execute on enterprise - level strategy ● Further develop software and analytics suite ● Plans to launch new probe with technological updates every other year to ensure hardware superiority Patch Commercial Plans ● Expected commercial launch in 2023, subject to marketing authorization ● Patch designed to capitalize on momentum from higher tier software and at - home monitoring trends ● Commercialization pursued through payor partnerships as well as direct - to - consumer ● Near - term growth supported by executing pipeline bookings across the enterprise and e - Commerce markets ● Long - term growth enabled by continued market penetration and the introduction of Wearables Software Wearables 1. Device & Accessories includes sales from device, warranties and accessories 33 Device & Accessories 1 Device iQ
Robust Revenue Growth with Roadmap to Compelling Margin Profile Revenue ($ millions) 60% 77% 77% 71% 42% 2020 2021 2022 2023 2024 1. Subject to development timelines and marketing authorization iQ vs. Wearables Wearables Conservatively 0% of 2022 Revenue , 5% of 2023 Revenue, and 10% of 2024 Revenue 1 % y/y Revenue Growth 44. 78.1 137.9 235.2 334. $0.0 $100.0 $200.0 $300.0 $400.0 2020 2021 2022 2023 2024 34 Gross Margin Target Long - Term ≥ 70% Cash Flow Target EBITDA and Cash Flow turn positive in 2024 after significant investment phase % Gross Margin NM 43% 51% 60% 68% $ .0 $ $ $ $ .0
Confidential — Not for Distribution Highly Compelling Investment Attributes 35 Strong Balance Sheet Rapid Growth Recurring Business Over $500 million of cash 1 to drive the Company through its investment phase and to expected positive cash flow Discount to Comparables Revenue projected to grow over 65% during the forecast period Software revenue is expected to grow to between 40 - 50% of total revenues in the back half of the decade, while Butterfly iQ+ users are likely to engage in a hardware replacement cycle every 3 - 5 years 10.6x 2022E revenues with 70+% growth versus comparables at 13 - 20x+ 2022E revenues, with meaningfully slower growth 1. Assuming no redemptions
Confidential — Not for Distribution Brought to the Public at an Attractive Valuation Merger price set at a comfortable discount to similar early - stage innovators to incentivize current and new stakeholders to maximize impact 1. FactSet as of 11/18/20 36 High Growth Med - Tech Software - as - a - Service Disruptive Technologies Butterfly EV/Revenue 2022E 1 Revenue CAGR 2020 - 2022E 1 14.0x 13.1x 20.2x 10.6x 34% 27% 45% 77%
Confidential — Not for Distribution Supported by a Clear Mission and World Class Team Zero selling shareholders in the transaction Visionary Leadership Strong Support Team $400mm+ of Total Funding Gioel Molinari President / Product & Software Stephanie Fielding Finance Jan Grimm Sales Dave Perri Hardware & Operations Darius Shahida Strategy & Business Dev. • Recipient of the Presidential Medal of Technology & Innovation for inventing a novel next generation DNA sequencing method • Previously founded 454 Life Sciences, the company under which he brought his novel genome sequencing method to market • Founded several additional companies, including Ion Torrent, CuraGen Corporation, Clarifi, RainDance Technologies, AI Therapeutics, Quantum - Si, Hyperfine Research and 4Bionics LLC Dr. Jonathan M. Rothberg Chairman and Founder • Deep expertise in the consumer health space and a track record of building and growing multi - billion dollar businesses • Prior to joining Butterfly in April 2020, served in a variety of management roles at Reckitt Benckiser over the course of 20 years, including EVP Health • Additionally a Permanent Member of the Facebook Global Client Counsil and a Board Member for the Global Self Care Federation, industry association for OTC and consumer health • Named AdAge Media Maven in 2013 Laurent Faracci Chief Executive Officer Dr. John Martin Medical, Clinical, Regulatory, Education Joao Rodrigues Marketing & Digital Commerce Katie Yoshida People & Talent 37
38 Thank You
Exhibit 99.4
Butterfly / Longview Merger Announcement Script
| Section | Speaker | Title | ||
| Merger | Larry Robbins | Longview Chair | ||
| Vision | Dr. Jonathan Rothberg | Butterfly Founder and Chair | ||
| Clinical Overview | Dr. John Martin | Butterfly Chief Medical Officer | ||
| Technology | Gioel Molinari | Butterfly President | ||
| Business & Commercial Overview | Laurent Faracci | Butterfly CEO | ||
| Financials | Stephanie Fielding | Butterfly CFO | ||
| Investment | Larry Robbins | Longview Chair |
Introduction
Thanks for attending our webcast today. Before we discuss what we believe is a very exciting announcement and a significant milestone for both Butterfly and Longview, I would like to direct you to some important disclaimers shown on the slide, including that during this presentation we make certain forward-looking statements that are subject to risks and uncertainties.
Merger – Larry Robbins, Longview Chair
Good morning, this is Larry Robbins, Chairman of Longview Acquisition Corp and CEO of Glenview Capital Management. I am thrilled to announce the merger of Longview with Butterfly Network, the creator of Ultrasound-on-a-Chip and the leading provider of handheld, point of care ultrasound devices. The Company's mission is clear: we want Butterfly in the pocket of every physician, in the hands of every nurse and practitioner who needs one, and ultimately in the homes of chronic patients to support their health and wellbeing. Butterfly’s aim is value-based care: better health, lower cost, patient centric.
In both the US and around the world, the Covid-19 pandemic has shed light upon several irrefutable truths regarding our healthcare system. First, Doctors and nurses, medical researchers and medical practitioners are heroes, and their tireless work to save lives and improve health has never been on greater display. If you are one of these professionals, we are grateful for your service. As well, the pandemic has served as a cruel reminder that populations who lack resources to access the healthcare system are more likely to develop chronic conditions, and to be more vulnerable to catastrophic medical events. Given this backdrop, we are thrilled to support Butterfly's race to provide all patients universal access to high quality, useful and affordable medical imaging.
Some basics about the transaction: Longview, which came public in May and was initially capitalized with $414 million in cash, is a SPAC, or Special Purpose Acquisition Corporation, sponsored by Glenview Capital Management. Our goals for Longview were clear: to acquire a growing business at a discount, and to use our two decades of healthcare investment experience to both assess and importantly accelerate the growth of our merger partner. Butterfly is the perfect fit, allowing us to use our knowledge and constructive relationships with the provider, distributor and payor communities to fully support Butterfly's rapid market expansion, while using our experience as active and engaged owners to support Management and help form the Butterfly Board.
Longview is merging its cash with Butterfly Network at a pre-money valuation of $1.46B, approximately 10.6x 2022 estimated revenues and a significant discount to comparable-growth peers.
In addition to Longview’s current cash, a group of strategic and financial investors have committed an additional $175m investment at $10 per Longview share to be funded at closing as a Private Investment in a Public Equity, or PIPE. This group includes two leading health care institutions representing both academic and commercial health systems:
UPMC Enterprises, the innovation commercialization and venture capital arm of leading Pittsburgh-based health system UPMC, and Tenet Healthcare, a leading acute care and ambulatory surgical company focused on high quality, specialty-based care.
Joining these institutions were more than a dozen sophisticated financial investors, including Eldridge, Fidelity, Glenview, and Ridgeback.
Butterfly is expected to launch its public journey with more than a half billion in cash to fund its growth through the planning period, with a further cushion to allow for offensive, opportunistic investments. The merger is expected to close in the first quarter of 2021, at which point Butterfly is expected to be listed on the New York Stock Exchange under the ticker BFLY.
Our investment case is clear:
| 1) | Butterfly is targeting a large, $8B addressable market. Our product is designed to grow this market meaningfully through expanding geographic reach while enabling a material increase in points of care and specific use cases. |
| 2) | Butterfly has a very clear right to win. We believe Butterfly offers the best product, the best price and the best platform. |
| 3) | Butterfly has many attractive investment attributes: strong balance sheet and liquidity post-transaction, low manufacturing costs, rapid growth, high recurring revenue, a discounted relative valuation and high-return reinvestment opportunities. |
| 4) | Finally, Butterfly has strong alignment, building clinical and societal value that leads to commercial success and shareholder value creation. |
This investment reunites us with the brilliance of Butterfly founder and Chairman, Dr. Jonathan Rothberg, who founded and sold DNA Sequencing on a Chip innovator Ion Torrent to Life Technologies, a significant Glenview investment, nearly a decade ago. Dr. Rothberg's genius and contributions to medicine earned his investors strong returns and earned him the National Medal of Technology and Innovation from President Obama in 2016. I want to thank Jonathan and the Butterfly Board for their confidence in selecting us as their partner of choice.
I will now turn it over to the Butterfly team, hearing first from Dr. Rothberg to share his vision. Jonathan?
Vision – Dr. Jonathan Rothberg, Butterfly Founder and Chair
Thank you, Larry.
Every company I start, I start to help someone I love.
When my son was born and had difficulty breathing, I wanted to help him. I knew decoding his genome could help, but at the time, 1999, sequencing a genome cost billions of dollars and took years. Growing up with Gordon Moore and Steve Jobs as my heroes, I knew all of our lives were transformed when we miniaturized computing by putting it on a semiconductor chip. I had seen the power of Moore's law with computers, and that night I envisioned how Moore’s law could be brought to DNA sequencing. By putting DNA sequencing on a chip - I launched the field of Next Generation sequencing, ushering in the age of personal genomes and precision medicine.
Eight years ago, again motivated by the desire to help someone I love, I was struck by the cost and complexity of medical imaging and soon discovered that the majority of the world had NO access. I wanted to help my daughter, and again make something simpler, smarter, and available for everyone.
I knew from my own experience with DNA sequencing that putting an ultrasound machine on a chip would democratize it. I recruited a team of scientists, engineers, and programmers that wouldn’t be scared to do something that no one had done before. We succeeded beyond my wildest dreams. At Butterfly we now have the world’s first and only ultrasound on a chip. For the first time we have a semiconductor chip that can see into the human body.
Our Butterfly IQ now has broad FDA clearance for a single probe that can be used throughout the body. And with Moore’s law we are just getting started. We are enabling lifesaving applications on 6 continents for anyone, rich or poor.
I started Butterfly Network to help my daughter and want every one of the 40 million healthcare workers around the world to have a window into the human body to help the life of someone they love.
I’ve been blessed to be at forks in history that change how we care for each other. I have never been prouder of a team, including Larry Robbins and the formidable Longview folks, or more confident we can own the fork in history we created.
I would like to introduce Dr. John Martin, our Chief Medical Officer, who will speak after a brief video from our customers.
Play Customer Video
Clinical Overview – Dr. John Martin, Butterfly Chief Medical Officer
Diagnostic imaging is a cornerstone of care delivery. It is critical to clinical decision making and often the key determinant of therapeutic interventions. Ultrasound is the fastest growing of the various imaging modalities and has significant versatility and a strong safety profile.
From before you’re born to the later stages of life, across almost all disease states, ultrasound has clinical utility. However, for more than 50 years, it has used fundamentally the same technology, piezo electric crystals. This has driven the complexity of the devices as well as the expense. It remains to this day a limited resource often priced out of reach of an individual healthcare professional. This is the reason that patients and doctors alike wait for imaging studies to be performed at imaging departments or centers, or while carts come to the bedside. This delay introduces inefficiency, patient dissatisfaction, expense and unfortunately bad outcomes, as often treatment is launched without any clear window into the human body or we wait for diagnostic certainty.
Even worse than delays, ultrasound technology is out of reach for more than half the world in developing populations, and because wealthy countries use it sparingly due to its high cost and low portability, so many of our patients are denied universal access to safe medical imaging.
What if we didn’t have to wait? What if the ultrasound machine was in the pocket of every doctor, every healthcare worker, everywhere? What if ordering a test was as simple as pulling it out of our pocket, plugging it into the phone, selecting a quick application and performing the study-instantly? Instead of waiting and wondering, we are looking and knowing. Ultrasound-on-a-chip tackles these limitations head on and makes hand held ultrasound personal.
| · | We won’t order a chest x-ray to determine if the patient is in heart failure; we will do an ultrasound with our physical exam, give a diuretic immediately and relieve our patients’ shortness of breath much more expeditiously. |
| · | We won’t rely just on experience to insert a central line or IV; we will guide insertion with Butterfly’s needle viz application, one stick in the best vein, better for the patient, more efficient, better long-term success. |
| · | We won’t just listen to the heart to hear murmurs and assume their origin; we will image the heart and know which valve is involved, know how good contractility is and expand our knowledge of the patient’s heart. |
| · | We will only utilize higher end testing when we need it, making care more cost-effective. |
We are not just changing medicine. We are also changing lives. I know this personally, because I found my own cancer with this device, it accelerated my care, and I can speak to you today, because of this remarkable invention.
Whether in the hospital, in the clinic or office, in an ambulance, on the sidelines or training rooms of sporting events, in the far reaches of the globe saving the lives of expecting mothers and ultimately in the home to monitor chronic illnesses, Butterfly iQ has potential to accelerate clinical decision making improving the lives of the patients we touch.
Most healthcare professionals instantly see the value but immediately question, how and how quickly can I get the skill needed to use this remarkable device? The answer in most cases is a matter of hours. First medical schools and residency programs are quickly adopting Point of care ultrasound in their curriculum, including by purchasing Butterflys in growing numbers. The number of trained Butterfly users is growing. Experts will soon be all around us. And for those of us that are post training, we built a learning management system to provide education, soon at scale. Our modular approach has quickly and successfully trained novice physicians on specific use cases. This approach is designed to get physicians using the device quickly and breeds confidence. From this base, physicians can expand utilization to more advanced procedures and then leverage the full value of the bedside imaging. A study in the Journal of Family Medicine demonstrated that Lung exams take only hours to learn and 5-10 exams to prove mastery. I would note that Lung exams have been shown particularly effective in the confirmation and gradation of Covid-19 progression, giving medical professionals an additional tool to allocate resources and protect workers during the pandemic.
Join me now in watching Butterfly President Gioel Molinari show you just how easy it is to use Butterfly IQ+, and the breakthrough technology behind The New Image of Health.
Demo
Technology – Gioel Molinari, Butterfly President
Butterfly has created the first complete solution to point of care imaging, combining our ultrasound on a chip devices with mobile and cloud software to make it easy to use and deeply connected. We call this a virtuous cycle because our product gets better over time as the data flowing through the ecosystem is used to improve our AI models, which in turn are released as software updates.
Now let me take you through the three parts of our solution.
The foundation of our platform is our unique Ultrasound-on-a Chip. We have replaced traditional piezo crystal sensors found in legacy ultrasound systems with 9000 micromachined transducers; these are like tiny drums that emit and receive the ultrasound. We make this chip in the same foundries used for cameras and microprocessors and this profound change moves ultrasound from an era of low volume, expensive crystal sensors to massive volume, inexpensive, powerful sensors.
To make ultrasound easy to use and connected, we invested heavily in building the industry’s most complete software ecosystem in two areas:
First, AI tools to automate measurements and help new users become proficient while speeding up their clinical decision making; and second, Butterfly Enterprise, which is the Operating System for point of care ultrasound and connects both butterfly AND 3rd party ultrasound hardware for Quality Assurance, EMR Integration, and Fleet Monitoring.
This deep integration between hardware and software is a key attribute that helps distinguish our product.
So what does this all mean for the future of our products? Let’s take a peek into our roadmap.
We took our first step shipping iQ in late 2018, and in October 2020 we released iQ+, our second-generation handheld. iQ+ improves scanning performance while cutting our manufacturing costs. Over the next five years we plan to continue to drive innovation in our iQ handheld product line and we hope to develop and introduce an even more advanced product that can ultimately be used by patients to self-scan ultrasound images with a device and transfer these images to doctors electronically in real-time.
Looking forward, we hope to continue to miniaturize our chip to enable wearable medical imaging for patients, leveraging our technology and manufacturing partnership with our chip manufacturer,TSMC. Our future and the future of medical imaging has never been more exciting.
It is my pleasure to introduce the CEO of Butterfly Networks, Laurent Faracci.
Business & Commercial Overview – Laurent Faracci, Butterfly CEO
Thank you Gioel. Good morning, this is Laurent Faracci, CEO of Butterfly Network. I am excited and honored to lead this remarkable Company through the next phase of growth. I came to Butterfly to commercialize this incredible platform, and to grow a business of significant scale and impact.
Let me now describe to you our growth strategy, starting with three guiding thoughts:
| ● | First, we have a very large, $8 billion addressable market, and we are very well positioned to drive adoption; |
| ● | Second, our culture is clinically focused, enabled by technology and customer-centric; and |
| ● | Third, we are aggressively driving adoption and growth both in existing and new channels. |
Let’s review the target market first. The functionality and form factor of Butterfly IQ makes it a personal medical device for healthcare practitioners. There are more than 12 million doctors and 28 million nurses and midwives around the world. We will initially target a total of 8 million practitioners.
As the world faces a rapidly aging population and the proliferation of chronic diseases, we expect the demand for safe medical imaging to increase significantly in the near future. Our approach is to bring medical imaging to the patient rather than the patient to medical imaging.
And that changes everything, allowing access beyond traditional imaging centers and bringing ultrasound to new care settings, from Primary Care practices to nursing homes, expanding the market potential accordingly.
Beginning in 2023, subject to the appropriate marketing authorizations, we plan to enter the patient wearables market, representing more than 100 million chronic patients in the US alone, expanding our customer pool beyond medical professionals, to patients as well.
This is not a niche market – but rather, Ultrasound on Chip is set to become the first mass-market solution for medical imaging.
Culturally, our top priority is clinical impact. In a Tesla-like fashion we plan not only to innovate on the hardware side, approximately every two years, but also push out monthly software updates to expand utility. Recent examples include the launch of Needle Viz for confident ultrasound-guided procedure placements and fast 3D -bladder renderings, with many more soon to come.
Our commercial strategy in centered on a customer- centric growth model that we plan to execute at scale:
First, through our ecommerce channel, we engaged early adopters and supplied individual physicians, driving strong customer adoption, and an excellent reputation for Butterfly IQ in more than 20 markets.
Second, this year we launched an enterprise salesforce to engage and scale adoption within large health institutions, many of whom have practitioners already using Butterfly IQ today. Their needs are clear:
| ● | connectivity with their existing systems and process, |
| ● | enterprise level control, |
| ● | security and reliability, |
| ● | comprehensive training and support. |
With a solutions-based approach, we offer attractive economics, integrated workflow software, connectivity and control. We expect these larger customers to drive our scale as well as our profitability up, thanks to a stronger software mix.
We also seek partnerships with distributors when their ability to drive penetration in specific segments or geographies exceeds our own. One meaningful example is the work with our Global Health Partners, allowing us to reach over 40 lower resource countries, where patients are often accessing life-saving medical imaging for the first time.
Last, as indicated before, and subject to the appropriate marketing authorizations, we plan to enter the patient wearables market by 2023. We will achieve that by developing specific use cases and adapting our sensor technology to be housed in a safe and comfortable, wearable patch.
Our goals are well aligned with our clients. With capital from the Longview merger, we expect to continue to invest heavily in performance, connectivity, security, and versatility of Butterfly to raise the standard of care, empower medical professionals, and improve the efficiency of our large enterprise partners.
Together, we strive to make our window into the body the New Image of Health.
Now, to offer her own insights into our financial model in the coming years, it is my privilege to introduce our Chief Financial Officer, Stephanie Fielding.
Financials – Stephanie Fielding, Butterfly CFO
Thank you, Laurent. For all the reasons you have heard, Butterfly’s solution is off to a strong commercial start, beginning with individual medical professionals and small group purchases of the devices. In 2021 and 2022 we expect to augment this momentum with significant contributions from enterprise-scale adoption across large healthcare organizations while continuing to seek and serve individual medical practitioners. We anticipate that software sales will grow as a percentage of the mix as we layer recurring revenues upon a growing installed base, providing an increasingly predictable, high margin revenue foundation.
During this same period, we plan to invest heavily in technology and clinical partnerships to develop wearable devices that, if approved, we expect will begin to make a modest revenue contribution in 2023 moreso in 2024. Products such as a wearable patch are designed to allow patients who manage chronic conditions to have convenient monitoring in the home, and will likely be powered by our third-generation sensor expected to be introduced in the second half of 2022. Our projections for wearables sales represent an initial step given the sizable market potential, and we plan to commercialize the wearable with the same powerful combination of hardware and software that has made the Butterfly IQ and IQ+ such a value-added solution.
Now that you have visibility into the ways that we drive revenue, I’d like to give you more perspective on the numbers. We expect to build from $44MM revenue in 2020 to $334MM in 2024, which is equivalent to a 66% CAGR.
Beneath the revenue line, Butterfly is expected to transition from negative gross margin in 2020 to positive gross margins exceeding 40% in 2021, driven by the conversion of the semiconductor wafer manufacturer from a developmental fab to TSMC, the largest fab in the world, and a true strategic partner in our development. Going forward, we expect gross margins to continue to improve as our mix shifts toward higher margin software sales and as we continue to find efficiencies in our production and supply chain.
By the end of the planning period, we expect to be cash flow positive as well as EBITDA margin positive. In 2021 and 2022, we plan to invest heavily in our hardware and software product portfolios as well as in our sales, sales enablement and go to market strategies. We believe these investments set the foundation for potential future growth. We expect that the capital from this transaction more than covers the planned investments and supports our planned transition to cash flow breakeven and generation, while allowing the potential for additional capital allocation.
We look forward to beginning our long-term journey as a public company in the first half of 2021, and we believe we are making the necessary investments today to fuel attractive growth and shareholder value.
With that I’ll hand it back to Larry to summarize the investment case.
Investment – Larry Robbins, Longview Chair
Now that you understand the technology, strategy and financials, I want to share with you several elements of why I am so excited about this investment:
| · | The large and growing ultrasound market; |
| · | Butterfly’s right to win; |
| · | A strong combination of investment attributes; and finally |
| · | Strong clinical, customer and shareholder alignment backed by a fully committed team. |
Butterfly’s cost and true mobility increase by multiples the number of appropriate users and sites that drive both clinical and commercial value.
Our goal is to be the personal ultrasound device of all medical professionals who can use them to improve care, and to develop wearables that enable at home monitoring. We believe Butterfly can literally be life-saving or life altering in indications such as Chronic Heart Failure, End Stage Renal Disease and Incontinence.
Butterfly’s technology gives the Company the right to win. Ultrasound-on-Chip is protected by a a robust intellectual property portfolio consisting of 700 issued and pending patents, and a 1,300-step proprietary manufacturing process co-developed with TSMC, whose scale gives us meaningful cost efficiency. This is further enhanced with the powerful software at the application, enterprise, and platform layers to drive connectivity, collaboration and enable data and analytics. This positions Butterfly to create a powerful fly-wheel and network effect as we grow and serve our large health system partners.
All this leads to a combination of investment attributes we find highly compelling:
| · | A strong balance sheet at closing, with over $500 million of cash to drive the Company through its investment phase and to expected positive cash flow. |
| · | Rapid growth, with revenue projected to grow over 66% during the period. |
| · | A highly recurring business, as software revenue is expected to grow to between 40-50% of total revenues in the back half of the decade, while Butterfly iQ users are likely to engage in a hardware replacement cycle every 3-5 years. |
| · | Notwithstanding these strengths, Butterfly is still valued at a material discount to comparables. |
As is shown on this slide, investors reward software and medical device peers with strong valuations due to their growth and predictability. For example, high growth medical technology stocks trade at 14x 2022 revenue with projected growth in the mid-30s.
Aspirationally, a group of companies with highly disruptive technologies trade at 20x on 45% revenue growth, and we clearly believe that Butterfly is a disruptive, fast growing technology. At $10 per Longview share, Butterfly is being brought public at 10.6x 2022 revenues, a very meaningful discount for a Company that is growing faster than all of the comparable sets mentioned. Importantly, Butterfly does not project wearables revenue until 2023, which is after the comparable valuation period. In this sense, an investor is paying a discount for the handheld opportunity and getting wearables, a larger long-term market, for free.
Finally, there is tremendous alignment and a fully committed team. Butterfly’s societal and commercial goals are closely aligned – growing Butterfly supports better health outcomes at a lower cost to the overall system, driving universal access, while generating strong commercial growth and shareholder value. All Butterfly private investors are rolling their investment into the public company, locking arms together with the Longview and sophisticated PIPE investors and joining a diverse and skilled management team.
Thank you for your interest in Butterfly Network. We welcome you to join our team and family as investors, collaborators and champions of better health through Butterfly. Stay safe, and we look forward to our future partnership together. Have a wonderful day.
Butterfly Clay Testimonial Video
I use the IQ to get to the answer quicker.
The Butterfly IQ just tells me what's there.
With the quick change of a setting, I can do obstetrics, I can do vascular, I can do abdominal, I can do cardiac.
I can't recall the last time I ordered a chest x-ray for pleural effusion because I can see it. Why do I need an x-ray for that?
I was able to send an echocardiogram in two clicks to a cardiologist and suddenly he was on his way in.
It also allows you to guide a needle into a tissue plane to deliver a nerve block.
I was able to educate him, his athletic trainer, his parents within five minutes of the injury, which is unheard of.
The Butterfly IQ has literally saved my life, just in being a resource that I can use to diagnose my own pneumothorax.
There are hundreds of patients here who came out today to receive an ultrasound scan. Today, for the first time a mother discovered that she's having twins. That was something that if she had not come today, she may not have known. That actually would have been dangerous for her.
Butterfly IQ makes people so they get really excited. Oh, it just plugs into the phone? No way.
It's supposed to look like this and this says to me that that part of the lung is normal.
I've always been very interested in ultrasound and I never thought I'd be using it on my own dad. My mom said, "No, he was really short of breath." I had just gotten the Butterfly. Immediately I'm like, "His heart is under strain." Cardiologist said, "Look, this was a ticking time bomb.
I didn't know about the Butterfly instrument until the day he checked me, but I feel very lucky that it happened the way it happened.
We're here to save our loved ones, to decreased morbidity, decreased mortality. What better way to do that than be able to look inside somebody's body and know what's going on? From my standpoint, it was a near miss and the reason why it was a near miss and not a miss was because of the Butterfly.
Gioel Molinari Butterfly Demo Video
I'm Gioel Molinari, President of Butterfly.
I'm going to give you a quick tour of Butterfly IQ, to highlight our products' unique versatility, as the world's first and only, whole body ultrasound system.
In addition, I'll show you how Butterfly integrates with EMRs and PACS, to complete the clinical workflow and streamline post exam documentation.
I'll turn to our application. The first thing you'll notice is 20 different clinical presets are available, covering from shallow to deep applications. Traditionally, this would require three different transducers. Now you can do it all in one. From a vascular scan at two or three centimeters, to a much deeper cardiac scan at 16 to 18, it's all covered with Butterfly.
I'll start with the carotid scan. The carotid scan is a simple clinical application that allows us to look for plaque in the vessel, an early indicator of cardiovascular disease. You can see the carotid at the center of the screen, but I'll make it easier to visualize using color doppler, an advanced imaging mode to highlight direction and speed of blood through the vessel and you can see that on screen.
I'll freeze the image. I can measure, capture, and ultimately submit this exam to the patient record. But before I do that, I'm going to show you a couple more examples.
The next application I'll show you will be a volume metric bladder scan. Bladder volume is useful to determine whether catheterization should be performed on a patient, something that is often determined simply by time-based intervals alone. With volume based ultrasound, we can determine whether catheterization should be performed and do it accurately and rapidly.
I'll turn to my application. I'll select the bladder mode and you'll see the shape of the beam has changed to a curvy linear form. In my options, I'll now select the volume calculator and as I set the transducer down on my abdomen, you'll see the region of interest is now highlighted in blue. I'll click the calculate button and without further moving to transducer, the volume of my bladder is calculated as 74 milliliters. In addition, we have a 3d rendering that is useful to check the quality of the scan.
Now that I've completed my examinations, I can finish the clinical workflow documentation using Butterfly's rapid connectivity to EMR and PACS. I can select my patient, from my work list, and then I'll be able to select the appropriate worksheets to cover the examination CPT codes and metadata that I've now performed.
I'll select my carotid exam. I've performed color and B-mode, on the right side, and you can see, I have a CPT code available, which if appropriate, will be added to the exam record.
I can now save this study and submit it either for review, or finalize directly into the patient record.
I hope you enjoyed the presentation and thank you for spending the time.
Exhibit 99.5
The following Frequently Asked Questions document was distributed by email to employees of Butterfly on November 20, 2020:
FAQ
Q: What is a SPAC?
A: SPAC stands for Special Purpose Acquisition Company. It is a publicly traded company created for the purpose of acquiring or merging with an existing company, like Butterfly Network.
Q: Are we being acquired? Will the company’s name stay the same, or are we becoming Longview?
A: At the closing of the transaction, we will be merging into a subsidiary of Longview Acquisition Corp. Upon completion of the transaction, the combined company will operate as Butterfly Network, Inc. The publicly traded entity will be renamed Butterfly Network, Inc. and will be listed on the New York Stock Exchange under the BFLY ticker symbol.
Q: Why are we going public through a SPAC?
A: Working with a top tier institutional investor as a vehicle to enter the public market is a streamlined and efficient way to tell the compelling story of Butterfly Network’s leadership, success and continued growth potential. We are at the forefront of transforming global perceptions and wide-spread use of medical imaging through semiconductor technology to address the significant challenges that have limited progress in this space for so long, including high costs and lack of portability.
This transaction will enable us to further accelerate the adoption of Butterfly Network’s breakthrough solutions and strengthen our future pipeline of innovative technologies. We are thrilled to partner with Longview Acquisition Corp. to help usher the Company into its next phase of growth and reach our full potential as we work to fulfill our mission to democratize medical imaging.
Q: When will we go public?
A: The next step involves Longview Acquisition Corp. submitting certain filings to the Securities and Exchange Commission, or the SEC, which will provide additional information about the transaction and the company going forward, and will be publicly available. The SEC will then engage in a comment and review process involving the proposed disclosure. Once the SEC review process is complete, and subject to certain other closing conditions of the transaction, we expect to complete the merger and become a public company with securities listed on the New York Stock Exchange in the first quarter of 2021.
Q: How does this change our jobs until we go public?
A: It doesn’t. Now more than ever it’s critically important that everyone remain focused on delivering upon our near- and long-term goals. In the initial period after the announcement and later as a public company, compliance with company policies, especially those involving communicating with the press and trading in company securities, will become extremely important. A special project team will work through public company-readiness requirements, and more information will be provided to employees before the closing.
Q: Can I tell others about this news?
A: We’re glad you’re excited and enthusiastic about this news - it’s a big moment for Butterfly Network! That said, the media team will be addressing all inquiries and announcements to our partners, suppliers or customers. If you have questions, please reach out to claymedia@butterflynetinc.com
Q: Can I share this on my social media?
A: We encourage employees to post to their social media accounts, following the below guidelines, and using the sample post provided in the “SPAC Employee Resource Folder” Google drive.
Feel free to link to the press release on your social media channels - using the title or a direct quote from the press release as your caption, plus tagging Butterfly Network and including the hashtag #employee for full disclosure. You are also welcome to ‘like’ and re-post any of our social media posts that link to the press release, however we kindly ask that you refrain from commenting on the deal if you choose to do any of the above. The only language approved is what’s written in the press release.
Q: If someone I don’t know reaches out to me with questions about the news, what should I do?
A: If anyone you do not know reaches out to you with questions about this news, please do not respond, even if you think you know the answer. Instead, please reach out to claymedia@butterflynetinc.com immediately and they will provide guidance.
Q: Can we buy stock in the Longview Acquisition Corp. SPAC while we are waiting to complete the merger and become public?
A: Due to securities law requirements and considerations, you and your family members should not buy shares of the SPAC (either directly or through someone doing it on your behalf) right now.
Q: Is Butterfly still pursuing a series raise in addition to the convertible note and SPAC? Does this change our valuation?
A: No, we are not currently pursuing any additional capital raise. The Pro Forma enterprise value of the merger is $1.5 billion, with the combined company expected to have an estimated $584 million in cash after closing.
Q: Will my job go away? Will my duties change? Will any offices close?
A: The company structure, employee reporting lines, and office locations will remain in place through this transition, and we should all continue working together towards our shared goals.
Q: Will my benefits or salary change?
A: Butterfly expects to continue our co-employment relationship with Insperity, and employee payroll, benefits, 401k, and policies will not change as a result of this transition. Please reach out to Katie Yoshida with questions on this topic.
Q: Will leadership change? What about the Board of Directors?
Butterfly’s executive officers will continue in their roles after the closing. Jonathan Rothberg will be the Chairman of the Board of Directors after the closing, and additional members will be joining the Board of Directors as part of this transition, including Larry Robbins, Longview Chair and Glenview CEO.
Q: Will Jonathan Rothberg continue to be involved with Butterfly?
A: Butterfly has been guided since the beginning by Jonathan’s vision, and he will continue to work with leadership and our Board of Directors to continue to drive innovation.
Q: Will Butterfly still be part of the 4Catalyzer Corporation Group?
A: As part of this transition, Butterfly will separate previously-shared administrative functions from 4Catalyzer. Butterfly will continue to be able to benefit from relationships with the 4Catalyzer Group operating companies, and our continued shared work space will continue to allow for the camaraderie we enjoy today. For questions on this issue, please reach out to Katie Yoshida or Stephanie Fielding.
Q: What does this mean in terms of our individual equity in the company?
A: Individual employee equity agreements will remain in place. Butterfly stock options, whether or not vested, will be converted into stock options to purchase shares of the public company’s stock as part of the transaction. Options will be converted on a one-for-1.0383 basis per share, rounded down to the nearest whole number of shares. For employees who are currently expecting to receive an agreement for equity grants referenced via an offer letter, those agreements will be distributed by 1/15/2021. Please reach out to Katie Yoshida with any individual questions regarding equity.
More information regarding equity once Butterfly is a public company, including the exercising of options, liquidity, lockup, buying shares, etc., will be addressed in the coming weeks.
FORMAL ANNOUNCEMENT
Please find more information, including the Butterfly press release, at www.butterflynetwork.com/investors
Important Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Longview Acquisition Corp. (“Longivew”) intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of Longview’s common stock in connection with Longview’s solicitation of proxies for the vote by Longview’s stockholders with respect to the business combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Longview to be issued in the business combination. Longview’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed business combination, as these materials will contain important information about the parties to the Business Combination Agreement, Longview and the proposed business combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to stockholders of Longview as of a record date to be established for voting on the proposed business combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com.
Participants in the Solicitation
Longview and its directors and executive officers may be deemed participants in the solicitation of proxies from Longview’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Longview will be contained in the Registration Statement for the business combination, when available, and will be available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Butterfly Network, Inc. and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Longview in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the Registration Statement when available.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.