M&A - Concentra Group Holdings Parent, Inc.

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Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925036598

Filing Summary: On April 21, 2025, Concentra Group Holdings Parent, Inc. announced that its wholly owned subsidiary, Concentra Health Services, Inc. (CHS), entered into an equity purchase agreement with Pivot Occupational Health, LLC to acquire all outstanding equity interests of Onsite Innovations, LLC. The transaction values Onsite Innovations at $55 million, subject to adjustments as per the Purchase Agreement. It is expected to close in the second quarter of 2025 and will be financed through a combination of cash on hand and drawing on available credit. A press release and a presentation summarizing the transaction's key terms were issued on April 21, 2025, and are attached as exhibits to the report.

Additional details:

Equity Purchase Agreement Date: 2025-04-21


Transaction Value: 55 million


Financing Method: cash on hand and available borrowing capacity


Expected Closing Quarter: second quarter of 2025


Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: New

Accession Number: 000201459625000009

Filing Summary: On March 3, 2025, Concentra Group Holdings Parent, Inc. (the 'Company') and Concentra Health Services, Inc. ('CHS') entered into Amendment No. 1 to the Credit Agreement, establishing a new incremental term loan of $102,125,000 and an incremental revolving commitment of $50.0 million. The interest rates for both loans were adjusted, with the term loan interest rate being lowered to Term SOFR plus 2.00%. Additionally, effective March 1, 2025, CHS completed an acquisition of U.S. Occmed Holdings, LLC d/b/a Nova Medical Centers for $265 million. This acquisition utilized a mix of cash, available credit, and new debt financing. A first amendment to the equity purchase agreement was also executed, adjusting certain financial liabilities of the Sellers. A press release regarding the fiscal results for 2024 and the acquisition was issued on the same day. Furthermore, on February 28, 2025, a cash dividend of $0.0625 per share was declared by the Company's board, payable to stockholders on April 1, 2025, for record holders as of March 18, 2025.

Additional details:

Incremental Term Loan Amount: 102125000


Incremental Revolving Commitment Amount: 50000000


Term Loan Interest Rate: Term SOFR plus 2.00%


Revolving Credit Facility Interest Rate: Term SOFR plus 2.00%


Acquisition Target: U.S. Occmed Holdings, LLC


Acquisition Price: 265000000


Financing Sources: cash on hand, $50.0 million from revolving credit, $102,125,000 new debt financing


Dividend Per Share: 0.0625


Dividend Payable Date: 2025-04-01


Dividend Record Date: 2025-03-18


Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925005359

Filing Summary: On January 22, 2025, Concentra Group Holdings Parent, Inc. announced that its wholly owned subsidiary, Concentra Health Services, Inc. (CHS), entered into an equity purchase agreement to acquire all outstanding membership interests of Nova Medical Centers from multiple trusts and U.S. Occmed Holdings, LLC, valuing the transaction at $265 million. The acquisition is subject to customary closing conditions and is anticipated to close in the first quarter of 2025. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, and CHS plans to finance the transaction using cash on hand, an existing revolving credit facility, and new debt financing. If the agreement is terminated under specific circumstances, CHS will owe a reverse termination fee of $10.6 million.

Additional details:

Item: equity_purchase_agreement


Transaction Value: 265 million


Closing Conditions: customary


Anticipated Closing: first quarter of 2025


Financing Methods: cash, revolving credit facility, new debt financing


Reverse Termination Fee: 10.6 million


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