Agility Health Inc. agreed to sell its U.S. assets to Alliance Physical Therapy Management LLC in a $45 million transaction.
As part of the transaction, Agility Health unit Agility Health Holdings Inc. and Alaris USA Inc. will sell their membership interests in Agility Health LLC to Alliance Physical Therapy Management. Agility Health LLC holds the company's U.S.-based assets.
The company will pay about $25.1 million of the purchase price to Alaris under an agreement between Alaris and Agility Health Holdings, which represents the purchase price for Alaris' class B and C units in Agility Health LLC as well as the amount of distributions that are owed by Agility Health LLC in respect of the Alaris units.
Agility Health Holdings will receive about $19.9 million, representing the portion of the price that it will receive for its class A units in Agility Health LLC.
In addition, about $13.4 million of the consideration will be used to repay financial obligations of Agility Health LLC and its units, as well as certain debt of Agility Health outstanding at the closing of the deal, while a further $3.6 million will be used to pay the company's debt to R.C. Morris & Co. Special Opportunities Fund III LP.
The company will use the remaining available funds of about $1.3 million for general working capital purposes and to provide capital for the growth of its Canadian unit, Medic Holdings Corp., which will constitute the primary business and asset of the company after the deal.
As part of the deal, Agility Health will not be able to engage in a business in the U.S. that is competitive with Agility Health LLC's business for a period of five years.
The deal is expected to close Feb. 28, subject to customary closing conditions and regulatory approvals, including approvals from Agility Health shareholders and TSX Venture Exchange.
Livingstone Partners LLC acted as financial adviser to Agility Health.
Alliance Physical Therapy Management is a unit of Alliance Physical Therapy Partners LLC, which is a portfolio company of GPB Capital Holdings LLC.
