AmSurg has signed a definitive merger agreement for the acquisition of Dallas-based National Surgical Care for $173.5 million in cash.
Nashville-based AmSurg acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. The company owns a majority interest in 204 continuing centers in operation and had one center under development as of Dec. 31, 2010.
NSC owns and operates 18 ambulatory surgery centers, including 16 multi-specialty centers and two centers that specialize in gastroenterology procedures. Its consolidated revenues for the year were $124.5 million and its adjusted EBITDA was $21.5 million.
AmSurg intends to fund the transaction with available cash and borrowed funds and has exercised the accordion feature on its revolving credit facility, allowing the company to borrow up to $450 million (from $375 million previously). AmSurg expects to complete the transaction, subject to normal closing conditions, regulatory approvals and clearance under the Hart-Scott-Rodino Act, by the end of the second quarter.
“Through this transaction, we will increase our multi-specialty ASCs to a total of 43, based on year-end 2010 numbers, making AmSurg’s network of majority-owned multi-specialty centers one of the largest among ASC companies in the country, in addition to our leading positions in the single surgical specialty markets for GI ASCs and ophthalmology ASCs,” said Christopher Holden, president and chief executive officer of AmSurg. “This strategic acquisition diversifies our portfolio and advances our vision of becoming a global leader in ambulatory healthcare services.”
“Our mission has always been to be the surgical provider of choice in our communities, with a culture that attracts the best possible people and that promotes learning, continuous improvement and growth,” said Sami Abbasi, chairperson and chief executive officer of NSC. “We are confident that our agreement to join AmSurg represents the right opportunity to carry this mission forward successfully.”
“We expect this transaction to be accretive to our 2012 financial results and, excluding transaction costs, to our results for 2011,” Holden added. “We will address the specific impact of the transaction on our guidance for 2011 after the transaction is complete. In addition, we will continue working to meet our 2011 guidance for adding 18 to 20 new centers, which did not include this transaction. With moderate leverage, strong cash flow and significant availability remaining on our revolving credit facility, we believe we have the resources to achieve this objective.”