$21.3 billion deal set for HCA Inc.

first_img AD Quality Auto 360p 720p 1080p Top articles1/5READ MORE11 theater productions to see in Southern California this week, Dec. 27-Jan. 2“It takes a little bit of the quarter-to-quarter pressure off the management team and has a much longer term view in this environment, where we’ve witnessed soft volumes and deteriorating bad-debt trends for the better part of three years,” he said. Shareholders of the company, which was founded by the family of Senate Majority Leader Bill Frist, would receive $51 in cash for each share of common stock under the deal announced Monday. The deal would present an 18 percent premium to HCA’s closing share price last Tuesday, the last major trading day before media reports about a potential buyout of the company, and a 6.5 percent premium to its closing price on Friday. Shares of HCA were up $1.38, or 2.9 percent, to $49.25 in afternoon trading on the New York Stock Exchange, and have traded in the $41.80 to $52.74 range over the last 52 weeks. Barring a better offer, HCA expects to complete the deal in the fourth quarter. NASHVILLE, Tenn. – The board of HCA Inc. is recommending the nation’s largest for-profit hospital operator accept a $21.3 billion deal to take the company private in one of the largest leveraged buyouts ever. The deal, which would involve the assumption of $11.7 billion in debt, comes while HCA is struggling with sliding earnings, slow growth and escalating costs for uninsured patients. The buyout would take the Nashville-based company private for the second time since its initial public offering in 1969, and it would give HCA time to turn around its market performance. “This gives a company like HCA the ability to duck in the hole, so to speak, in a difficult time for industry fundamentals,” said Darren Lehrich, a managing director at Deutsche Bank. The buyer is an investor group made up of Bain Capital, Kohlberg Kravis Roberts & Co., and Merrill Lynch Global Private Equity, none of which immediately returned phone calls seeking comment. Dr. Thomas Frist Jr., the senator’s brother and a board member of HCA, is joining with the private equity groups to acquire the company he founded with his father in the 1960s. Other members of senior management at HCA, including Chairman and Chief Executive Jack Bovender, have agreed to reinvest part of their HCA equity into the new entity. “This transaction will position the company to continue its tradition of high-quality service provided with genuine caring,” Thomas Frist said in a statement. “In addition, the transaction will position the company and its employees for sustained future success.” HCA on Monday reported second-quarter earnings of $295 million, or 72 cents per share, down 27 percent from $405 million, or 90 cents per share, in the same year-ago period. HCA’s earnings have been hampered by increasing costs for uninsured patients. In the second quarter, HCA’s provision for “doubtful accounts” was $935 million, or 14 percent of revenues. Wachovia Securities analyst Bill Bonello said HCA is an attractive buyout candidate because its share price has been low “despite the fact that its operating metrics have been comparable to its peers.” The costs incurred by uninsured patients are an industrywide problem, Bonello said, meaning HCA could be poised for long-term growth if a government or industry solution is found. “There aren’t a tremendous number of company-specific problems that HCA is facing,” Bonello said. HCA went private once before through a $5.1 billion leveraged buyout in 1989 when the company was concerned about a hostile takeover. That investor group included Chairman Thomas Frist Jr., HCA management and Texas businessman Richard Rainwater. The company went public again in 1992 and later combined with Columbia Healthcare. Ratings agencies Standard & Poor’s and Fitch placed HCA on negative watch lists following Monday’s announcement, citing the increased debt load. Nancy Weaver, a managing director at Stephens Inc., said hospitals make attractive investments for private equity funds because they generate a lot of cash flow. “Even though the earnings are volatile, they produce cash flow,” Weaver said. “And private equity look at cash flow.” There may be similar deals in the hospital sector as long as hospitals’ cash flow remains high and hospital stocks remain shaky, she said. Paul Ginsburg, president of the Center for Studying Health System Change, a Washington-based research organization, said the deal is not likely to have much effect on patients. He said that while the new owners might want to raise prices to help pay down the debt, marketplace competition would make such a move unlikely. But Barry Barnett, a health care consultant with PriceWaterhouseCoopers, said the new owners of HCA would be able to raise prices in markets where they are the solo player. Employers in those areas would have to pay more and could pass those increases on to workers, he said. Ginsburg said removing the yoke of quarterly earnings reports can free hospitals to take on expensive, long-term projects, but said that given HCA’s debt that might not be a likely outcome of the deal. The deal is structured so that competing bidders have a 50-day window in which to submit a counter bid. However, one merger and acquisition analyst said the likelihood of another hospital group making an offer is slim – especially given HCA’s sluggish second-quarter earnings report. But private equity firms – many flush with cash from several years of strong equity-market performance – could form a consortium and launch an offer, said Howard Horowitz, director of research for Water Island Capital, which manages the Arbitrage Fund. “It is possible another group of private equity buyers could team up in a club deal and up with a counter offer,” Horowitz said. “More and more you’ll see five, six, eight private equity firms teaming up to do a syndicated buy, and this is a hot space,” he said. “As far as a strategic buyer, they’ve got a window of time – but there’s no obvious names. Private equity has a lot of cash to deploy.”160Want local news?Sign up for the Localist and stay informed Something went wrong. Please try again.subscribeCongratulations! You’re all set!last_img read more