Verscend Technologies’ $4.9 billion acquisition of Cotiviti Holdings, Inc.

Goldman Sachs and William Blair are acting as financial advisors to Cotiviti, and Latham & Watkins LLP is serving as legal advisor to Cotiviti. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Veritas. Fried Frank advised Goldman Sachs.

Cotiviti Holdings, Inc. (NYSE: COTV), a leading provider of payment accuracy and analytics-driven solutions focused primarily on the healthcare industry, and Verscend Technologies, Inc. a portfolio company of Veritas Capital and a leader in data-driven healthcare solutions, have entered into a definitive agreement whereby Verscend has agreed to acquire Cotiviti for $4.9 billion in cash.

Under the terms of the agreement, Cotiviti shareholders will receive $44.75 in cash per share of Cotiviti common stock, and Verscend will assume all of Cotiviti’s outstanding debt, resulting in an enterprise value of approximately $4.9 billion. The offer price represents a 32% premium to Cotiviti’s unaffected share price as of June 4, 2018 and a 136% premium to the initial public offering price of Cotiviti’s common stock.

The combined business will operate as a private healthcare information technology company with unique, data-driven capabilities. Together, the companies are expected to have greater impact in the healthcare IT market by increasing affordability, reducing waste and improving outcomes and quality as well as offer new opportunities to create substantial value for clients, including complementary solutions across multiple intervention points in the payment process.

Latham & Watkins LLP advised Cotiviti in the transaction with a corporate deal team led by New York partner Tom Malone (Picture) and New York and Orange County partner Charles Ruck, with associates Javier Stark, Allison Eitman, and Marc Klepner in New York, and Barbara Leonard, Scott Becker, and Christopher Martinez in Orange County. Advice was also provided on finance matters by partner Joshua Tinkelman in New York; on tax matters by partners David Raab and Lisa Watts, with associate Alan Kimball in New York; on benefits and compensation matters by partners Laurence Seymour and Michelle Carpenter in Los Angeles and counsel Nineveh Alkhas in Chicago, with associate Megan Ampe in Los Angeles; on intellectual property matters by partner Steven Betensky in New York, with associates Jia Jia Huang and Peter Jackson in Los Angeles; on antitrust matters by partners Karen Silverman in San Francisco and Farrell Malone in Washington, D.C., with associate Brady Cummins in Washington, D.C.; on securities matters by partner Blair Connelly in New York; on real estate matters by counsel Betsy Mukamal, with associate Karen Ritter in New York; on healthcare matters by counsel Betty Pang, with associate Heather Deixler in San Francisco; on environmental matters by counsel David Langer, with associate Christopher Antonacci in New York; and on government contracts matters by counsel Kyle Jefcoat in Washington, D.C.

Fried Frank acted as counsel to Goldman Sachs as financial advisor to Cotiviti Holdings, Inc. with a team including corporate partner Philip Richter and included corporate special counsel Brian A. Blitz.

 

Involved fees earner: Philip Richter – Fried Frank Harris Shriver & Jacobson; Brian Blitz – Fried Frank Harris Shriver & Jacobson; Thomas Malone – Latham & Watkins; Charles Ruck – Latham & Watkins; Javier Stark – Latham & Watkins; Allison Eitman – Latham & Watkins; Marc Klepner – Latham & Watkins; Barbara Leonard – Latham & Watkins; Scott Becker – Latham & Watkins; Christopher Martinez – Latham & Watkins; Joshua Tinkelman – Latham & Watkins; David Raab – Latham & Watkins; Lisa Watts – Latham & Watkins; Alan Kimball – Latham & Watkins; Laurence Seymour – Latham & Watkins; Michelle Carpenter – Latham & Watkins; Nineveh Alkhas – Latham & Watkins; Megan Ampe – Latham & Watkins; Steven Betensky – Latham & Watkins; Jia Jia Huang – Latham & Watkins; Peter Kassner Jackson – Latham & Watkins; Karen Silverman – Latham & Watkins; Farrell Malone – Latham & Watkins; Brady Cummins – Latham & Watkins; Blair Connelly – Latham & Watkins; Betsy Mukamal – Latham & Watkins; Karen Ritter – Latham & Watkins; Betty Pang – Latham & Watkins; Heather Deixler – Latham & Watkins; David Langer – Latham & Watkins; Christopher Antonacci – Latham & Watkins; Kyle Jefcoat – Latham & Watkins;

Law Firms: Fried Frank Harris Shriver & Jacobson; Latham & Watkins;

Clients: Goldman, Sachs & Co.; Cotiviti Holdings Inc;