Background: Healthly, LLC (“Healthly”), headquartered in Los Angeles, CA, is a provider empowerment platform, providing a one-stop solution for independent physicians to assume full-risk and succeed in value-based care, driving optimal outcomes for patients, providers, and health plans.
Cassel Salpeter:
Served as financial advisor to the company
Ran a targeted capital raise process, identifying and contacting over 60 investors
Advised Healthly in evaluating its financing options and provided assistance throughout the due diligence and closing process
Challenges:
Healthly was under LOI to purchase two IPAs and a Knox-Keene license and needed to move quickly to secure the capital necessary to execute the transaction
Required approval from California Department of Managed Health Care on transfer of the Knox-Keene license
Outcome: In June 2023, Healthly received debt and equity financing from Corbel Capital Partners to support its acquisition of the Knox-Keene license and IPAs and fund its growth initiatives.
Background: Validus Pharmaceuticals LLC (“Validus”), headquartered in Parsippany, NJ, is a pharmaceutical holding company focused on the acquisition, reformulation, and commercialization of prescription products.
Cassel Salpeter:
Served as financial advisor to the company
Ran a broad, competitive sales process, identifying and contacting strategic and financial buyers both in the U.S. and internationally
Successfully identified a strategic acquirer looking to expand its presence in the U.S. markets through a platform acquisition
Challenges:
Navigating the regulatory hurdles of selling to an international buyer
Carving out certain products in the Validus portfolio for sales to other buyers
Ensuring a seamless technology transfer and transition of products with existing distribution agreements
Outcome: In February 2024, Validus was acquired by Rubicon Research (“Rubicon”). Rubicon is a specialty pharmaceutical company focused on the manufacturing of drugs across multiple dosage forms. The acquisition of Validus will expand their presence in the U.S. market for the manufacture and sale of prescription pharmaceuticals.
Background: Bird Global, Inc. (“Bird”), based in Miami, FL, is a micromobility company that engages in delivering and operating on-demand electric transportation solutions such as e-scooters and e-bikes for short distances to 350 cities across the world. In December 2023, Bird filed for Chapter 11 bankruptcy protection.
Cassel Salpeter:
Served as investment banker to the company
Conducted a global sales process, identifying and contacting a broad set of strategic and financial parties
Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and closing
Challenges:
In a niche industry facing challenging headwinds, only a handful of strategic parties had the financial resources to consider the opportunity
Filing Chapter 11 during the seasonal period of least demand, Bird faced cash flow issues to continue funding its operations
Due to the significant capital needed to avoid administrative insolvency, the sale process was completed on an expedited basis
Outcome: On March 6, 2024, the court approved the sale of Bird’s assets to a newly organized private company called Third Lane Mobility Inc., for approximately $145 million.
Background: Intergalactic Therapeutics, Inc. (“Intergalactic”), headquartered in Boston, MA, is a developer of non-viral gene therapies, focused on overcoming the major limitations of gene transfer by combining synthetic biology and precision engineering. In December 2023, Intergalactic filed for Chapter 11 bankruptcy protection.
Cassel Salpeter:
Served as investment banker to the company
Conducted a deliberate sales process, identifying and contacting nearly 100 global public and private companies, focused on ophthalmology or gene therapies
Ran a succesful auction, resulting in a winning bid with a value over 250% greater than the stalking horse bid
Challenges:
Company mothballed operations, leaving limited staff members for diligence inquires
Assisting parties in expedited review of intellectual property and related patents
Outcome: In March 2024, the court approved the sale of certain assets to Aldevron LLC (“Aldevron”), a subsidiary of Danaher Corporation (NYSE: DHR). Aldevron engages in the custom production of biological products used in the fields of gene therapy and gene editing.
Background: Patriot Transportation Holding, Inc. (NASDAQ: PATI) (“Patriot Transportation”), headquartered in Jacksonville, FL, is a leading tank truck operator, delivering petroleum products and other liquid and dry bulk commodities across the Southeastern U.S.
Cassel Salpeter:
Served as financial advisor to the company
Issued a fairness opinion as to whether the consideration to be received by the holders of common stock of the company in the transaction was fair, from a financial point of view, to such holders
Performed a market check and ran a “go-shop” process, identifying and contacting more than a dozen strategic parties and responding to due diligence requests from such parties
Challenges:
Ensuring the “go-shop” process was done efficiently and on a timely basis in order to meet the objectives of the market check without delaying the closing timeline for the transaction with United Petroleum Transports (“UPT”)
Outcome: In November 2023, Patriot Transportation was acquired by UPT for approximately $66.2 million, representing a 111.7% premium over the stock’s prior day pre-announcement closing price.
Background: SLS Consulting, LLC (“SLS”), headquartered in Coral Gables, FL, is a premier provider of fire protection and life safety services, including code compliance, fulfillment, consulting, and several other compliance solutions.
Cassel Salpeter:
Served as financial advisor to the company
Facilitated the due diligence process, working closely with the team to quickly and clearly answer acquirer’s questions
Assisted in the structuring, negotiating, and closing of the transaction
Challenges:
With inbound interest, the seller did not have the opportunity to prepare for a sales process
Navigating the complexities of selling the core business through a stock deal and certain other assets via an asset deal
Ensuring owner’s other business ventures remained outside of the scope of the transaction
Outcome: In November 2023, SLS was acquired by SOCOTEC USA (“SOCOTEC”). SOCOTEC is a leading provider of TIC (Testing, Inspection, and Certification), consulting, and advisory services. The acquisition of SLS will strengthen SOCOTEC’s code compliance and planning presence and lead to the formation of the new SOCOTEC Life Safety division.
Background: P3 Technologies, LLC (“P3”), headquartered in Jupiter, FL, is a custom turbomachinery engineering, product development and manufacturing business providing differentiated propulsion, power, and pumps technologies for the space, new energy and medical markets.
Cassel Salpeter:
Served as financial advisor to the company
Ran a focused, competitive sales process, identifying and contacting strategic and financial buyers
Successfully identified a strategic acquirer looking to enhance its technological capabilities and expand its turbomachinery solutions
Challenges:
Achieving a seamless transaction without interrupting the business
Founder seeking to transfer back-office responsibilities in order to focus on the primary business
Project-based business with periodic, significant client wins
Outcome: In November 2023, P3 was acquired by Graham Corporation (NYSE: GHM) (“Graham”). Graham is a global leader in the design and manufacture of mission critical fluid, power, heat transfer and vacuum technologies for the defense, space, and energy industries. P3 integrates seamlessly into Graham’s Barber-Nichols (“BN”) brand, bringing highly complementary technology that enhances BN’s turbomachinery solutions.
Background: Provider Network Solutions (“PNS”), based in Miami, FL, is a leading value-based care MSO, managing 3.5 million lives with over 2,000 specialty providers, committed to improving quality care with networks of providers in dermatology, orthopedics, podiatry, and pain management.
Cassel Salpeter:
Served as financial advisor to the company
Conducted a robust process to identify the ideal strategic partner for PNS to achieve its next-level growth objectives
Maximized the value of assets contributed to the joint venture while optimizing the value of the assets not involved in the transaction
Challenges:
Managing the unique requirements of a joint venture, wherein PNS carved-out and contributed its three musculoskeletal networks (orthopedics, podiatry, and pain management) to the joint venture
Creating a roadmap for the various agreements covering personnel, administration, and services for the joint venture
Outcome: In September 2023, PNS and Healthcare Outcomes Performance Company (“HOPCo”) created a joint venture that acquired PNS’s musculoskeletal networks. The new venture, named HOPCo Network Solutions, is an innovative value-based care platform managing networks in Florida of over 1,100 specialty providers and 1.8 million lives.
Background: Athenex, Inc. (“Athenex”), based in Buffalo, NY, is a diversified global biopharmaceutical company dedicated to the sale of specialty pharmaceuticals via licensing agreements with global partners and the development of novel therapies for the treatment of cancer.
Cassel Salpeter:
Served as financial advisor to the company
Conducted a robust sales process, identifying and contacting nearly 300 strategic and financial parties
Significantly increased the value of the opening bid by running a competitive auction
Worked with the company to monetize ancillary assets to generate incremental value for the estate
Challenges:
Seeking to sell multiple, unrelated divisions of the company
Significant capital needed to fund clinical trial programs for developmental assets post acquisition
Significant cure costs required bidders to negotiate deals with vendors
Outcome: In June 2023, the court approved the sale of Athenex’s APD assets to Sagent Pharmaceticals, Inc. Accounts receivable were sold to Oaktree Capital Management, LP. Assets related to the Orascovery platform were sold to C-MER Specialty Group Limited (HKG:03309).
Background: Primary Eye Care Center, P.C. (“Primary Eye Care Center”), headquartered in Bloomfield, CT, is a highly-regarded eye care practice with three locations and an ambulatory surgical center near Hartford, CT. The practice developed a strong network over its nearly 60-year history, drawing patients from immediate and surrounding counties.
Cassel Salpeter:
Served as financial advisor to the company
Ran a focused, competitive sales process, identifying and contacting private-equity backed strategic buyers
Successfully identified a strategic acquirer for the practice and worked closely with the physician owners to achieve an optimal transaction
Challenges:
Managing staffing and operational complexities
Ensuring that sellers’ post-transaction objectives were met
Maximizing and delivering value for the practice
Outcome:In June 2023, Primary Eye Care Center was acquired by ReFocus Management Services, LLC, (“ReFocus”). ReFocus is an eye care management services organization with locations across the Northeastern U.S. and is a portfolio company of Zenyth Partners.
https://www.casselsalpeter.com/wp-content/uploads/2024/01/image001-5.png557557Walker Matzkohttp://www.casselsalpeter.com/wp-content/uploads/2021/05/CS-Logo-for-Assets-Post-10-Year-Branding_Website_04.28.21_Draft01.pngWalker Matzko2023-06-01 17:28:052024-01-11 17:39:31Primary Eye Care
