Shares of dialysis service provider American Renal Associates (ARA) - Get American Renal Associates Holdings, Inc. Report jumped over 67% Friday after the company entered a definitive agreement to be acquired by Innovative Renal Care, a unit of private equity firm Nautic Partners.
The stock of the Beverly, Mass., company rose 66.50% to $11.60 at last check.
The all-cash deal values ARA at $853 million, the company said. The shareholders at ARA, backed by Centerbridge Partners, will receive $11.50 per share in cash, a premium of 66% to ARA's closing price on Oct. 1, as per the terms of the agreement.
The transaction is expected to close in the first quarter of 2021, subject to shareholder and regulatory approvals, as well as the satisfaction of customary closing conditions. The board of ARA unanimously approved the agreement.
Centerbridge Partners has entered into a voting agreement pursuant to which it has agreed to vote in favor of the transaction.
"This transaction recognizes the value of the company and delivers a meaningful premium to shareholders,” said Chairman and Chief Executive Officer Joe Carlucci, in a statement.
“I have decided to delay my previously announced retirement in order to guide the company through this transaction and into its next stage," Carlucci added.
“We are excited to bring together ARA management and IRC’s complementary team of executives as we look to support the company in executing against its strategic plan built on a differentiated, patient-centric approach to the renal care market,” said Dan Killeen Principal at Nautic.
"Nautic is a firm with significant healthcare expertise and we are excited by their support as we engage with members of the IRC team for the next chapter of our company’s growth...We also want to thank Centerbridge Partners for their thoughtful support over these past 10 years," Carlucci further said.
The agreement includes a 40-day “go-shop” period starting Friday, which permits ARA’s board members to actively solicit and negotiate alternative acquisition proposals from third parties. The board has appointed a special committee of independent directors to oversee the go-shop process.
ARA will have the right to terminate the agreement with Nautic to enter into a superior proposal subject to the terms and conditions of the agreement.
ARA posted patient service operating revenues of $205.1 million for the second quarter ended June 30, a drop of 3.8% from a year-ago period.
The kidney care company posted a net income just under a million dollars compared to a net loss of $8.2 million compared to the same period last year.
The company has a free cash flow of $137.3 million and a consolidated debt of $585.1 million.
Investment funds and accounts managed by HPS Investment Partners, LLC provided committed financing for the transaction.
Goldman Sachs and Latham & Watkins are serving as financial and legal advisors to ARA respectively.
Bank of America Securities and Richards, Layton & Finger are serving as financial and legal advisors to the special committee of the Board of Directors of ARA managing the go-shop process respectively.
Guggenheim Securities, Goodwin Procter and Epstein, Becker & Green are serving as financial and legal advisors to Nautic.
Raymond James & Associates also served as an investment banking advisor to IRC.