Background:
This Modern Healthcare profiled transaction involved Atrium Health’s (formerly Carolinas HealthCare System) first expansion into the Georgia market. After another advisory firm representing the “deal” produced a LOI for the parties, several months of protracted negotiations with little movement beyond the initial high-level terms of that LOI followed. Navicent Health’s Board decided that independent advisors were necessary and hired Warbird’s transaction advisory team.
Areas of Focus:
Transaction Advisory Services. Once retained, the Warbird professionals immediately worked with the Navient Board and Leadership Team to review the proposed deal terms and enhance Navicent’s negotiating position. As a tertiary service provider for much of central and southern Georgia, Navicent wanted to ensure continuity of critical services while enhancing its strategic potential for growth within the broader Atrium system. Based on priorities that the Navicent Board and Leadership Team set, Warbird’s professionals provided Navicent with a range of options regarding potential deal terms to realize Navicent’s strategic objectives from the proposed transaction.
Hospital Valuation and Regulatory Review Process. Simultaneously, Warbird’s professionals performed a fair market value analysis of Navicent’s operations and provided an opinion using standard valuation approaches. This valuation provided Navicent with the substantive information it needed to articulate and ensure that Navicent’s strategic value was reflected in the overall deal terms. Warbird’s professionals later successfully defended and provided expert testimony during the State of Georgia’s regulatory review of the transaction.
Reverse Due Diligence. Finally, Warbird’s professionals also performed reverse due diligence into Atrium Health. This analysis provided the Navicent Board and Leadership Team with intelligence concerning Atrium’s ability to fulfill the various financial and service commitments that Atrium agreed to in the final definitive agreements.
Conclusion:
In December 2018, the parties received necessary regulatory approvals and successfully closed the transaction. Due in part to the efforts of the Warbird professional team, Navicent secured its position as the Atrium divisional leader for system development across the southern half of Georgia and realized capital commitments of $750M during the first 10 years following transaction closing.