DFB Healthcare Acquisition Corporation
PROPOSED BUSINESS COMBINATION: ADAPTHEALTH
ESTIMATED CURRENT FUNDS in TRUST: $256.3 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.25*
ENTERPRISE VALUE: $1.041 billion
*SPACInsider estimate as of 11/6/19
DFB Healthcare proposes to acquire AdaptHealth Holdings, LLC (“Adapt” or the “Company”), the third largest distributor of home medical equipment (“HME”) in the United States. The combined company will represent an initial enterprise value of approximately $1.0 billion and market capitalization of approximately $800 million.
Adapt’s management and major equity holders will roll their equity into AdaptHealth, and proceeds generated by the transaction will be used by AdaptHealth primarily to reduce debt and fund future growth and acquisitions. A fund managed by Deerfield has signed a subscription agreement to support the transaction to backstop redemptions and/or provide additional capital to the Company. Adapt’s current management team is expected to remain in place, supplemented by Richard Barasch as newly appointed Chairman of AdaptHealth.
Founded in 2012 and headquartered in Plymouth Meeting, PA, Adapt offers a full suite of medical products for both rental and sale, with a focus on respiratory and/or mobility equipment, including CPAP sleep equipment, oxygen equipment, wheelchairs, walkers, and hospital beds. Adapt serves over 1.0 million patients and performs 7,000 deliveries per day across 49 states through more than 150 locations.
Adapt intends to continue to focus on increasing net revenue both organically and via accretive acquisitions and has identified a significant volume of potential acquisition opportunities it will target in late 2019 and early 2020.
Adapt’s net revenue has grown from $174 million in 2016 to an estimated $522 million in 2019. Adjusted EBITDA has increased from $33 million in 2016 to an estimate of more than $130 million in 2019. For 2020, net revenue is expected to rise to $583 million with Adjusted EBITDA expected to increase to approximately $152 million. These projections exclude the impact of any future additional acquisition activity, and based on the current pipeline of acquisitions, the company believes it can add approximately $100 million of acquired revenue each year.
|
$ in MMs |
2016A |
2017A |
2018PF4 |
2019E |
2020E |
|
Net Revenue1 |
$174.2 |
$192.5 |
$414.6 |
$521.8 |
$582.5 |
|
Adjusted EBITDA2 |
$32.9 |
$45.0 |
$94.5 |
$130.5 |
$151.5 |
|
Adjusted EBITDA Less Patient Capital Expenditures3 |
$7.4 |
$19.1 |
$50.4 |
$75.0 |
$90.6 |
- Net revenue includes provision for bad debt
- Non-GAAP measure; see reconciliation table in this release
- Spend to procure rental product units to support rental business. Patient equipment capex comprises over 95% of total capital expenditures
- 2018 PF includes adjustment for Verus, PPS and HME acquisitions to be effective 1/1/18
The transaction will be funded by cash from the DFB trust account (currently approximately $253 million) and Deerfield has committed to participate for up to a maximum of $100 million in a private placement of common stock at $10.00 per share. Adapt’s management and major equity holders will roll their equity into the new public company, and proceeds generated by the transaction will be available to AdaptHealth to fund future growth. The Company anticipates rolling its existing senior credit facility as part of the transaction.
ADVISORS
- Deutsche Bank Securities and Goldman Sachs are acting as financial advisors and capital markets advisors.
- Jefferies and Leerink are also acting as capital markets advisors to DFB.
- Stifel is acting as financial advisor to Adapt.
- Greenberg Traurig, LLP and McDermott Will & Emery are acting as legal advisor to DFB
- Paul Hastings is acting as legal advisor to Deerfield
- Willkie Farr & Gallagher LLP is acting as legal advisor to Adapt
DFB HEALTHCARE MANAGEMENT & BOARD
Executive Officers
Richard Barasch, 64
President, CEO and Chairman
Mr. Barasch was Chief Executive Officer of Universal American Corp., a publicly-traded health insurance company focused on the senior market, from 1995 until the Company’s acquisition by WellCare Health Plans in April 2017. He has served as a Senior Advisor at Vestar Capital Partners, a private equity firm, since April, 2017. He served as a director of Universal’s American Progressive Life and Health Insurance Company of New York subsidiary since 1991. Mr. Barasch has developed an extensive network of contacts throughout the healthcare industry and speaks regularly at industry conferences as a healthcare services expert. He has served on a number of healthcare and charity boards of directors. Mr. Barasch graduated from Swarthmore College and Columbia University Law School.
Christopher Wolfe, 38
CFO
Mr. Wolfe was a partner of Capital Z Partners, a middle market private equity firm, from June 2003 until December 2017. He was responsible for sourcing, structuring, execution and monitoring of private equity transactions across a variety of verticals. Mr. Wolfe served on the board of directors of Universal American Corp. from 2009 to 2014. Prior to joining Capital Z in 2003, Mr. Wolfe worked in the mergers and acquisitions group at Credit Suisse First Boston. Mr. Wolfe graduated magna cum laude from Harvard College.
Board of Directors
Steven Hochberg, 56
Director
Mr. Hochberg joined Deerfield Management in 2013 to work on structured transactions. Mr. Hochberg has been a co-founder and manager of many healthcare companies and led the merger of two New York City based hospital systems, which created a healthcare delivery system in New York City with revenues in excess of $5 billion. Mr. Hochberg has also led investments in more than 50 healthcare companies including rollups of companies within the services and the medtech sectors. Since 2004, Mr. Hochberg has managed Ascent Biomedical Ventures, a leading venture capital firm he co-founded focused on early stage investment and development of biomedical companies. Since 2011, Mr. Hochberg had been the Chairman of the Board of Continuum Health Partners until its merger with Mount Sinai in 2013, where he is the Senior Vice Chairman of the Mount Sinai Health System, a non-profit healthcare integrated delivery system in New York City with over $5 billion in annual revenues. Mr. Hochberg serves on the board of Solar Capital and Solar Senior Capital, two publicly-traded business development companies. Mr. Hochberg is also a member of the Board of the Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine. Mr. Hochberg graduated from the University of Michigan and earned his M.B.A. from Harvard Business School.
Dr. Mohit Kaushal, 39
Director
Dr. Kaushal has had an extensive career within investing, clinical medicine and public policy. Dr. Kaushal has served as a special advisor to General Atlantic since 2015. He was a partner in Aberdare Ventures from 2013 to 2014. During his time in the Obama administration, he was a member of the White House Health IT task force; a cross agency team implementing the technology aspects of the ACA and testified to Congress on the application of technology and payment reform to the Medicare population. He also built and led the first dedicated health care team at the Federal Communications Commission, where his team initiated collaboration with the Food and Drug Administration for the regulatory streamlining of converged telecommunications, data analytics and medical devices leading to the release of the mobile medical applications guidance by the FDA. In addition, his team reformed the Rural Healthcare fund to create the Healthcare Connect Fund, which aligned the funding mechanism with wider health care payment policy and technology reform. Dr. Kaushal is a lead investor, board member or advisor to numerous transformational healthcare companies. Dr. Kaushal is an emergency room physician, holds an MBA from Stanford and an MD with distinction from Imperial College of Science, Technology and Medicine, London. He is an Adjunct Professor at Stanford University with a joint position within the newly created Biomedical Data Science Department and the medical school’s Clinical Excellence Research Center.
Dr. Gregory Sorensen, 55
Director
Dr. Sorensen served as the president and CEO of Siemens Healthcare North America from June 2011 to September 2015. Prior to Siemens, he served as Professor of Radiology and Health Sciences & Technology at Harvard Medical School; a faculty member of the Harvard-MIT Division of Health Sciences and Technology; and co-director of the A.A. Martinos Center for Biomedical Imaging at Massachusetts General Hospital, as well as a visiting Professor of Neuroradiology at Oxford University. Leading up to his appointment with Siemens, Greg was a practicing Neuroradiologist and active researcher with significant experience in clinical care, clinical trials, and translational research. His research and techniques are utilized by numerous centers throughout the world in phase II and III trials in cancer, stroke, and other illnesses. He holds a B.S. in biology from California Institute of Technology, Pasadena, CA, a M.S. in computer science from Brigham Young University, Provo, Utah, and a medical degree from Harvard Medical School, Boston, Mass. Dr. Sorensen has served as the Executive Chairman of the Board of Directors for IMRIS, Inc., the leader in image guided therapy solutions, the President and Chief Executive Officer of DeepHealth, Inc. since April 2017, the Chairman of Fusion Healthcare Staffing, LLC, and a member of the board of directors of Inviero LLC since December 2017.
Dr. Susan Weaver, 56
Director
Dr. Weaver has served as the Chief Executive Officer of C3HealthcareRX, a healthcare and pharmacy services company, since July 2016, and as the Founder and President of Transformation Health Partners, LLC since September 2015. Dr. Weaver was the Chief Medical Officer for Blue Cross Blue Shield of North Carolina from 2014 to 2015 after serving as the Vice President, Health Delivery Redesign from December 2012 to early 2014. Prior to joining Blue Cross Blue Shield of North Carolina, Dr. Weaver was the Executive Vice President, Medical Affairs for WakeMed Health & Hospital from September 2011 to December 2012 and the Senior Vice President, Medical Affairs and Physician Practices from January 2009 to September 2011. Dr. Weaver also served as an Executive Director and Physician and founding member for Alliance Medical Ministry, a 501(c)(3) providing medical care to the working uninsured of Wake County, North Carolina. She holds an M.D. from Duke University School of Medicine and a B.S. in Psychology from Duke University.