New Frontier Corporation’s $1,440 Million Acquisition of United Family Healthcare

Credit Suisse and UBS AG are serving as capital markets advisors and 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 and Hughes Hubbard & Reed LLP is acting as legal advisor to Roberta Lipson (Founder and CEO of UFH).

New Frontier Corporation (NYSE: NFC)(“NFC”) is a public investment vehicle sponsored by New Frontier Group.

United Family Healthcare(“UFH”) is one of the largest and most recognized integrated premium private healthcare operators in China.

Under the agreement, NFC will acquire UFH from its existing shareholders, including affiliates of TPG and Fosun Pharma, to create one of China’s largest publicly listed integrated healthcare services companies.

With an anticipated initial enterprise value of $1,440 million, the new company will operate under the name of New Frontier Health Corporation with the mission to deliver high quality and comprehensive healthcare services across China, and to continue to grow through organic expansion and strategic acquisitions.

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 sheet8, which will be used to fund transaction expenses, capital expenditure commitments and future expansion of the Company.

In connection with the transaction, NFC expects to provide the Company with approximately $180 million of additional primary capital6. These proceeds are expected to fund capital expenditure commitments, future expansion of current and new facilities, potential synergistic and accretive acquisitions and transaction expenses.

The Winston team advising NFC was led by Joel Rubinstein (Picture), with partners Jonathan Rochwarger, Elliot Smith and Nyron Persaud, and associates Sarah Ross, Yael Steiner and Jordan Leon.

Involved fees earner: Jordan Leon – Winston & Strawn; Nyron Persaud – Winston & Strawn; Jonathan Rochwarger – Winston & Strawn; Sarah Ross – Winston & Strawn; Joel Rubinstein – Winston & Strawn; Elliot Smith – Winston & Strawn; Yael Steiner – Winston & Strawn;

Law Firms: Winston & Strawn;

Clients: New Frontier Corporation;

Author: Ambrogio Visconti