New Frontier Corporation
PROPOSED BUSINESS COMBINATION: United Family Healthcare
ESTIMATED CURRENT FUNDS in TRUST: $296.7 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.32*
ENTERPRISE VALUE: $1.44 Billion
*SPACInsider estimate a/o 12-9-19
New Frontier Corp. proposes to acquire United Family Healthcare (“UFH”) to create one of China’s largest publicly listed integrated healthcare services company. With an anticipated initial enterprise value of $1,440 million, the new company will operate under the name of New Frontier Health Corporation (“NFH” or the “Company”) with the mission to deliver high quality and comprehensive healthcare services across China, and to continue to grow through organic expansion and strategic acquisitions.
UFH is one of the largest integrated private healthcare service providers in China by revenue, with nine hospitals (two of which are under construction) and 14 clinics in all four first tier cities and select second tier cities. Its Beijing and Shanghai Puxi facilities were among the first JCI (Joint Commission International) accredited facilities in China, and all of UFH’s major facilities with over three years of operating history are reaccredited by JCI on a three-year cycle.
On a consolidated basis, UFH expects total revenue to grow at ~18% CAGR and total Adjusted EBITDA to grow at ~50% CAGR over the next five years as a result of organic growth from our recent substantial capacity expansion.
Following the close of the transaction, Mr. Antony Leung (Chairman of NFC) will become Chairman of the Company’s board of directors, Mr. Qiyu Chen (Chairman of Fosun Pharma) will be Co-Chairman of the Company’s board of directors, and Ms. Roberta Lipson (Founder and CEO of UFH) will be CEO of NFH. Mr. Carl Wu (CEO of NFC) will lead a new executive committee of the Company’s board of directors to support and guide the management for the continued success of NFH.
- Upon closing of the transaction, the Company is expected to have an anticipated initial fully diluted enterprise value of $1,440 million. Inclusive of all assets, the valuation implies 25.0x 2020 projected Adjusted EBITDA and 15.7x 2021 projected EBITDA respectively.
- NFC expects to fund the acquisition of UFH using approximately $478 million of cash proceeds from NFC’s initial public offering and from forward purchase agreements entered into at the time of NFC’s initial public offering, $565 million in private placement proceeds (out of $711 million of commitments) and up to $300 million in loan facility.
- NFC has received commitments from certain shareholders representing $90 million not to redeem their public shares.
- Upon the closing of the transaction, NFC expects $180 million of cash to remain on UFH’s balance sheet, which will be used to fund transaction expenses, capital expenditure commitments and future expansion of the Company.
- The transaction is expected to close in the fourth quarter of 2019
ADVISORS
- Credit Suisse and UBS AG are serving as capital markets advisors to NFC
- Winston & Strawn LLP, Simpson Thacher & Bartlett LLP, Kirkland & Ellis LLP, and Global Law Office are acting as legal advisors to NFC.
- Cleary Gottlieb Steen & Hamilton LLP and Fangda Partners are acting as legal advisors to TPG
- Paul Hastings is acting as legal advisor to Fosun Pharma
- Hughes Hubbard & Reed LLP is acting as legal advisor to Roberta Lipson
NEW FRONTIER CORP. MANAGEMENT & BOARD
Executive Officers
Carl Wu, 34
CEO & Director
Mr. Wu is an investor, entrepreneur and business builder. Prior to co-founding NFG with Mr. Leung in 2016, Mr. Wu worked at Blackstone from 2007 to 2016, where he was one of the youngest Managing Directors globally from December 2014 to 2016. Mr. Wu helped establish Blackstone’s businesses in Asia and China with Mr. Leung and as such executed a variety of Blackstone’s investments in China. Mr. Wu also led the process to set up the first RMB denominated investment fund by an international private equity firm in Asia for Blackstone. Apart from his extensive investment experience in China and globally, Mr. Wu has also founded several Internet and healthcare businesses. He is the Executive Chairman and co-founder of Boxful Technology, HelloToby Technology, and YD Care, and the Chairman of Care Alliance, China Guizhou Big Data Fund and Precision Therapeutics. Under his leadership, Boxful Technology has become one of the largest on-demand self-storage service providers in Asia, YD Care has grown to become one of the leading and fastest-growing home health operators in China and HelloToby Technology is one of the leading local service marketplace Internet platforms in Hong Kong. Mr. Wu currently also serves on the board of directors of Precision Therapeutics, Unimed Healthcare and Happiness F&B Group. He previously served on the board of Pactera Technology (the largest private enterprise solutions company in China with over 24,000 employees).
Harry Chang, 44
Vice President of Corporate Development, Secretary
Mr. Chang is a Managing Director of New Frontier Capital. Mr. Chang has extensive experience across private equity, credit and special situation investments in the U.S., Europe and China. Prior to joining NFG, Mr. Chang managed multiple private equity funds including the CEL Catalyst China Israel Fund and CEL Global Investment Fund for China Everbright Limited and the Cross-Border CITIC-Kazyna Investment Fund for CITIC Capital. Prior to his work in China, Mr. Chang had over a decade of investment experience in Europe. Based in London, he was a founding member of the Lehman Brothers European Special Situations Group covering investments across Europe, the Middle East and Asia. Prior to his experience in Europe, Mr. Chang was a member of Merrill Lynch’s Leveraged Finance and High Yield Group in New York.
Shuo Wang, 30
CFO
Mr. Wang presently serves as the Group Finance Controller of NFG, working with venture teams across NFG’s platform to support the rapid and sustainable growth of each business. Mr. Wang has extensive finance supervisory experience. Prior to joining NFG, Mr. Wang oversaw the Internal Control, Risk and Compliance functions of Amcor China and served on the Finance and Audit Committee of Amcor APAC. Mr. Wang had a key role in assessing acquisition opportunities and conducting post-investment integration for Amcor China. Prior to Amcor, Mr. Wang led a consulting team at Deloitte servicing multinational financial sector and pharmaceutical industry clients. While at Deloitte, Mr. Wang provided audit services on IPO engagements in both the United States and Hong Kong. Mr. Wang earned his bachelor’s degree in Engineering from Fudan University and an International MBA from the Sauder School of Business at the University of British Columbia.
Board of Directors
Antony Leung, 66
Chairman of the Board of Directors
Mr. Leung is the Group Chairman of NFG, which he co-founded with Carl Wu in 2016. Mr. Leung is also the Group Chairman of Nan Fung Group, a leading Greater China conglomerate based in Hong Kong engaging in real estate and investment businesses. Before joining Nan Fung Group in 2014, Mr. Leung worked for Blackstone, where he held various positions including Senior Managing Director, Co-Head of Private Equity in Asia, Chairman of Greater China and member of the Executive Committee, being responsible for growing Blackstone’s business in Asia. He successfully arranged the investment by China Investment Corporation in Blackstone’s IPO in 2007. Mr. Leung was the Financial Secretary of Hong Kong Special Administrative Region Government from 2001 to 2003. He played an instrumental role in promoting a closer economic relationship between the mainland of China and Hong Kong, symbolized by his signing, on behalf of the Hong Kong Government, of the Closer Economic Partnership Arrangement (CEPA) with the Central Government in 2003. Other public services that Mr. Leung had engaged in included Non-Official Member of the Executive Council of Hong Kong SAR, Chairman of The Education Commission, Chairman of The University Grants Committee, Member of The Exchange Fund Advisory Committee, Director of Hong Kong Airport Authority and Hong Kong Futures Exchange, and Member of the Preparatory Committee and Election Committee for Hong Kong SAR. In addition to his experience in investment and government, Mr. Leung had extensive senior management experience in financial institutions. He was the Chairman of Asia and Head of Greater China for JP Morgan Chase from 1996 to 2001, contributed to the rapid expansion of the Asian business of the bank and oversaw the mergers with Jardine Flemings, JP Morgan and Chase in the region. He also took series of leadership roles in Citibank including Head of China and Hong Kong, Head of Investment Banking for North and Southwest Asia and Head of Private Bank in Asia. Mr. Leung previously served as Independent Director of Industrial and Commercial Bank of China, China Mobile (Hong Kong) Limited, and American International Assurance (Hong Kong) Limited; Vice Chairman of China National Bluestar Group, International Advisory Board Member of China Development Bank and Chairman of Harvard Business School Association of Hong Kong. Mr. Leung is currently an Independent Non-Executive Director of China Merchants Bank. He is also chairman of the charity organizations, Heifer Hong Kong and Food Angel.
Edward Leong Che-hung, 79
Director Nominee
Dr. Leong is one of the most respected medical professionals and public health administrators in Asia, having actively engaged in public services and has engaged in various influential public roles during his career. He was a member of the Legislative Council of Hong Kong, representing the medical constituency from 1988 to 2000. In 2002, Dr. Leong was appointed as the chairman of the Hong Kong Hospital Authority where he was involved in drawing up the blueprint for Hospital Authority, taking special responsibility for Medical Service Development. Subsequently, Dr. Leong served as a non-official member of the Executive Council HKSAR from 2005 to 2012. He was chairman of the Hong Kong University Council until 2015 and spearheaded the commissioning of The University of Hong Kong – Shenzhen Hospital in Shenzhen during his term. Dr. Leong also served as the chairman of the Standard Working Hours Committee. His other former public positions include the Chairman of the Elderly Commission HKSAR, Chairman of Hong Kong AIDS Foundation and the Elder Academy Development Foundation. Dr. Leong was awarded the Gold Bauhinia Star in 2001 and the Grand Bauhinia Medal in 2010. Dr. Leong is a medical doctor in private practice specializing in urology. After graduating from the University of Hong Kong in 1962, Dr. Leong worked in the Department of Surgery in Hong Kong University for 16 years. In addition to training medical students, Dr. Leong also conducted cutting-edge research in his specialist field of urology. His major research contributions include experiments and the human use of the stomach for bladder replacement and urinary diversion. Dr. Leong was appointed Hunterian Professor by the Royal College of Surgeons of England in 1975. He was the first Hong Kong-born Chinese doctor to have received this accolade.
Frederick Ma Si-hang, 66
Director Nominee
Professor Ma is the non-executive chairman of the MTR Corporation. He is currently an independent non-executive director of FWD Group and a director of Husky Energy Inc. Professor Ma was previously an independent non-executive director of Agricultural Bank of China Limited, Aluminum Corporation of China Limited, Hutchison Port Holdings Management Pte. Limited and China Resources Land Limited, and also a non-executive director of China Mobile Communications Corporation and COFCO Corporation. He was a member of Managing Board at Kowloon-Canton Railway Corporation and a director of Airport Authority Hong Kong and the Hong Kong Mortgage Corporation Limited. Professor Ma has extensive experience in the banking and financial sectors. He started his career at Chase Manhattan Bank in 1973 and returned to Chase Manhattan as Asia-Pacific Managing Director and Area Director of Global Private Bank in 1998. Following the merger of Chase Manhattan and JP Morgan in 2001, Professor Ma was appointed by JP Morgan Private Bank as Asia-Pacific Chief Executive. In 2001, he joined Pacific Century Cyberworks (PCCW) Limited as an Executive Director and was appointed Chief Financial Officer in 2002. Professor Ma was previously the Secretary for Financial Services and the Treasury of the Hong Kong Special Administrative Region (HKSAR) Government from 2002 to 2007. Professor Ma held the position of the Secretary for Commerce and Economic Development of the HKSAR Government from 2007 to 2008. He is currently a non-official member of the HKSAR Government Chief Executive’s Council of Advisers on Innovation and Strategic Development, a member of the International Advisory Council of China Investment Corporation and the Global Advisory Council of Bank of America. Professor Ma was awarded the Gold Bauhinia Star medal in 2009 and was appointed a Justice of the Peace in 2010. Besides his corporate and government positions, Professor Ma has also taken various roles in multiple universities in Asia. In 2008, Professor Ma took up an honorary professorship at the School of Economics and Finance at the University of Hong Kong. In August 2013, he was also appointed an Honorary Professor of Business Administration at the Chinese University of Hong Kong. He is currently the Council Chairman of The Education University of Hong Kong.