WAY Waystar Holding Corp

As filed with the U.S. Securities and Exchange Commission on February 20, 2025

No. 333-        

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Waystar Holding Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware		7373		84-2886542
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

1550 Digital Drive, #300

Lehi, Utah 84043

(844) 492-9782 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Matthew R. A. Heiman

Chief Legal & Administrative Officer

9901 Linn Station Road, Ste. 550

Louisville, Kentucky 40223

(844) 492-9782 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

William B. Brentani		Xiaohui (Hui) Lin		Jason M. Licht
Simpson Thacher & Bartlett LLP		Simpson Thacher & Bartlett LLP		Christopher J. Clark
2475 Hanover Street		425 Lexington Avenue		Latham & Watkins LLP
Palo Alto, California 94304		New York, New York 10017		555 Eleventh Street, NW-Suite 1000
Tel: (650) 251-5000		Tel: (212) 455-2000		Washington, D.C. 20004
Fax: (650) 251-5002		Fax: (212) 455-2502		Tel: (202) 637-2200
				Fax: (202) 637-2201

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-285018

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		¨
				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 7(a)(2)(B) of the Securities Act. ¨

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This registration statement is being filed with respect to the registration of additional shares of common stock of Waystar Holding Corp., a Delaware corporation (the “Company”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (File No. 333-285018), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 18, 2025 (the “Prior Registration Statement”), and which was declared effective on February 20, 2025, including the exhibits thereto, are incorporated herein by reference.

 

The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table filed as Exhibit 107 to the Prior Registration Statement.

 

CERTIFICATION

 

The registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the Filing Fee Table filed as Exhibit 107 of this registration statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on February 21, 2025) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.

 

 

EXHIBIT INDEX

 

Exhibit		Description
5.1		Opinion of Simpson Thacher & Bartlett LLP (filed as Exhibit 5.1 to the Registration Statement on Form S-1 filed by the registrant on February 18, 2025 (File No. 333-285018) and incorporated herein by reference)
23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
23.2		Consent of KPMG LLP
24.1		Power of Attorney (included in the signature pages to the Registration Statement on Form S-1 filed by the registrant on February 18, 2025 (File No. 333-285018) and incorporated herein by reference)
107		Filing Fee Table

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Lehi, Utah, on February 20, 2025.

 

WAYSTAR HOLDING CORP.
By:	/s/ Matthew J. Hawkins
Name:	Matthew J. Hawkins
Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Matthew J. Hawkins Matthew J. Hawkins		Chief Executive Officer and Director (Principal Executive Officer)		February 20, 2025
/s/ Steven M. Oreskovich Steven M. Oreskovich		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		February 20, 2025
* Samuel Blaichman		Director		February 20, 2025
* Robert DeMichiei		Director		February 20, 2025
* John Driscoll		Director		February 20, 2025
* Priscilla Hung		Director		February 20, 2025
* Eric C. Liu		Director		February 20, 2025
* Heidi G. Miller		Director		February 20, 2025
* Paul Moskowitz		Director		February 20, 2025
* Vivian E. Riefberg		Director		February 20, 2025
* Ethan Waxman		Director		February 20, 2025

 

* By:	/s/ Matthew J. Hawkins
	Matthew J. Hawkins
	Attorney-in-Fact

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated February 17, 2025, with respect to the consolidated financial statements of Waystar Holding Corp., incorporated herein by reference.

 

/s/ KPMG LLP

 

Indianapolis, Indiana
February 20, 2025

 

 

 

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

 

Waystar Holding Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee(3)

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to be Paid

Equity

Common stock, $0.01 par value per share

Rule 457(a)

2,300,000

$40.00 (2)

$92,000,000.00

0.00015310

$14,085.20

Fees Previously Paid

Equity

Common stock, $0.01 par value per share

Rule 457(c)

20,700,000

$44.70

$925,290,000.00

0.00015310

$141,661.90

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$1,017,290,000.00

$155,747.10

Total Fees Previously Paid

$925,290,000.00

$141,661.90

Total Fee Offsets

Net Fee Due

$14,085.20

 

(1) Represents only the additional number of shares being registered pursuant to this registration statement and includes 300,000 shares of common stock that the underwriters have the option to purchase. Does not include the 20,700,000 shares that were previously registered on the Registration Statement on Form S-1 (File No. 333-285018), as amended (the “Prior Registration Statement”).

(2) Based on the public offering price.

(3) The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”), based on the maximum aggregate offering price. The registrant previously registered 20,700,000 shares of its common stock with an aggregate offering price not to exceed $925,290,000.00 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on February 20, 2025. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a maximum aggregate offering price of $92,000,000.00 is hereby registered, which includes shares of common stock that the underwriters have the option to purchase.

 

 

Table 2: Fee Offset Claims and Sources

 

	Registrant or Filer Name	Form or Filing Type	Filing Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457 (b) and 0- 11(a)(2)
Fees Offset Claims
Fees Offset Sources
Rule 457(p)
Fees Offset Claims
Fees Offset Sources

 

Table 3: Combined Prospectuses

 

Security Type	Security Class Title	Amount of Securities Previously Registered	Maximum Aggregate Offering Price of Securities Previously Registered	Form Type	File Number	Initial Effective Date

 

 

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