Crestview Partners has agreed to acquire Nashville, Tennessee-based surgical facility operator Symbion in a transaction valued at $637 million (€468 million), including roughly $149 million of assumed debt. Merrill Lynch and Bank of America will provide the associated debt financing.
“The surgery center industry is in a period of unprecedented growth and transition. Surgical facilities provide quality medical care at lower costs, greater convenience and enhanced efficiency,” Tom Murphy, managing director of Crestview Partners, said in a statement.
Symbion-owned and -operated facilities offer non-emergency surgeries through a network of 59 short-stay surgical facilities in 23 states.
Under terms of the acquisition agreement, Crestview will pay $22.35 per share to Symbion stockholders, a 17.4 percent premium over the company’s closing share price on 23 April.
Symbion has until 25 May to solicit additional offers, but would be required to pay Crestview a break-up fee of $12.5 million should it terminate their agreement. Should Symbion receive a superior offer in connection with a proposal received prior to the go-shop period, it would be required to pay a $5 million fee, the company said.
Bear Stearns is acting as financial advisor to Symbion’s special committee reviewing the offer, while Akin Gump Strauss Hauer & Feld is acting as legal counsel. Waller Lansden Dortch & Davis is providing legal counsel to Symbion. Merrill Lynch provided financial advice to Crestview, while Davis Polk & Wardwell provided legal counsel.
The transaction is expected to close in the third quarter of 2007, and is subject to shareholder, regulatory and antitrust approval.
Crestview was formed in 2004 by a group of former Goldman Sachs partners including Robert Hurst, Tom Murphy and Barry Volpert. The private equity firm currently manages $1.5 billion in capital.
Northwestern Mutual Life Insurance, a co-investor in the Symbion deal, invests in mezzanine, direct private equity, private equity funds, and private fixed income markets via Northwestern Mutual Capital. Northwestern Mutual Capital has offices in Milwaukee, Wisconsin and London and has holdings in excess of $20 billion.