Civitas Solutions, Inc. (“Civitas” or the “Company”) (NYSE:
CIVI) today announced that it has entered into a definitive merger
agreement to be acquired by funds advised by Centerbridge Partners,
L.P. (“Centerbridge”). Under the terms of the agreement,
Centerbridge will acquire all outstanding shares of Civitas common
stock for $17.75 in cash per share of Civitas common stock,
resulting in an enterprise value of approximately $1.4 billion. The
offer price represents a 27% premium to the 30-day volume-weighted
average price as of December 18, 2018.
“We are excited about this transaction, which follows a thorough
review of alternatives by our Board of Directors,” said Bruce
Nardella, President and Chief Executive Officer of Civitas. “This
transaction delivers significant value for our shareholders and
strengthens our ability to execute our long-term growth strategy
and fulfill our mission through the expansion of high-quality,
cost-effective services.
“I want to thank each member of our Board for their strategic
advice and support, as each director has played an important role
in helping us expand our leadership position in the field of
community-based health and human services,” Nardella stated. “In
particular, I want to recognize Vestar for their strong and
productive partnership during the last 12 years. I have great
respect for Centerbridge and look forward to working with them and
the entire Civitas team as we work to continue to innovate, grow
and positively impact the lives of tens of thousands of individuals
in need of support.”
“We are excited to partner with Civitas to continue to support
the Company's leading position in serving the critical needs of
individuals with intellectual and developmental disabilities,
acquired neurological conditions, and other complex needs across a
range of home- and community-based settings,” said Jeremy Gelber,
Senior Managing Director at Centerbridge. “Civitas has a strong
history of compassionate care and putting the person first, and we
intend to invest further in these competencies as we partner with
our caregivers, parent and community advocates, and payors to
ensure the highest quality lives for each individual.”
“Civitas’ model of individualized, community-based care and
support is more important than ever, and our firm is proud of the
advances that the Company has made working with the Vestar team,”
said Chris Durbin, Managing Director at Vestar Capital Partners.
“Under our ownership, the Company has doubled its revenue,
diversified its service offerings and, most importantly, now
supports thousands more individuals on a daily basis.”
The merger agreement was unanimously approved by Civitas’ Board
of Directors, which has recommended that the shareholders vote in
favor of the transaction. Completion of the transaction is subject
to shareholder approval, expiration or termination of waiting
periods under Hart-Scott-Rodino Antitrust Improvements Act, and
other customary closing conditions. The acquisition is expected to
be completed by the end of the Company’s second fiscal quarter.
Barclays is acting as financial advisor to Civitas and Kirkland
& Ellis LLP is serving as its legal advisor. Cain Brothers, a
division of KeyBanc Capital Markets, UBS Securities LLC, and
Goldman Sachs & Co. LLC are acting as financial advisors to
Centerbridge and Goodwin Procter LLP and Simpson Thacher &
Bartlett LLP are serving as its legal advisors. Goldman Sachs &
Co. LLC, UBS Securities LLC, RBC Capital Markets, LLC and KeyBanc
Capital Markets have provided committed financing for the
transaction.
About Civitas
Civitas Solutions, Inc. is the leading national provider of
home- and community-based health and human services to must-serve
individuals with intellectual, developmental, physical or
behavioral disabilities and other special needs. Since our founding
in 1980, we have evolved from a single residential program to a
diversified national network offering an array of quality services
in 36 states.
About Centerbridge Partners, L.P.
Centerbridge Partners, L.P. is a private investment management
firm employing a flexible approach across investment disciplines –
from private equity to credit and related strategies, and real
estate – in an effort to find the most attractive opportunities for
our investors and business partners. The firm was founded in 2005
and as of September 2018 had approximately $27 billion in capital
under management with offices in New York and London. Centerbridge
is dedicated to partnering with world-class management teams across
targeted industry sectors and geographies to help companies achieve
their operating and financial objectives. For more information,
please visit www.centerbridge.com.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private
equity firm specializing in management buyouts and growth capital
investments. Vestar invests and collaborates with incumbent
management teams and private owners to build long-term enterprise
value, with a focus on Consumer, Healthcare, and Business Services.
Since 1988, Vestar funds have completed more than 80 investments in
companies – as well as more than 200 add-on acquisitions – with a
total value of approximately $50 billion. For more information on
Vestar, please visit www.vestarcapital.com.
Additional Information About the Acquisition and Where to
Find It
This communication is being made in respect of the proposed
transaction involving Civitas and an affiliate of Centerbridge. A
stockholder meeting will be announced soon to obtain shareholder
approval in connection with the proposed merger. Civitas expects to
file with the Securities and Exchange Commission (the “SEC”) a
proxy statement and other relevant documents in connection with the
proposed merger. The definitive proxy statement will be sent or
given to the shareholders of Civitas and will contain important
information about the proposed transaction and related matters.
INVESTORS OF CIVITAS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CIVITAS, CENTERBRIDGE AND THE PROPOSED
MERGER. Investors may obtain a free copy of these materials (when
they are available) and other documents filed by Civitas with the
SEC at the SEC's website at www.sec.gov, at Civitas' website at
www.civitas-solutions.com or by sending a written request to
Civitas at 313 Congress Street, Boston, MA 02210; Attention:
General Counsel and Corporate Secretary.
Participants in the Solicitation
Civitas and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in soliciting proxies from its stockholders in
connection with the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Civitas’ stockholders in
connection with the proposed merger will be set forth in Civitas’
definitive proxy statement for its stockholder meeting. Additional
information regarding these individuals and any direct or indirect
interests they may have in the proposed merger will be set forth in
the definitive proxy statement when and if it is filed with the SEC
in connection with the proposed merger.
Forward-Looking Statements
Certain statements contained in this filing may be considered
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding the transaction and the ability to consummate the
transaction. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and Civitas undertakes no obligation to update any of them publicly
in light of new information or future events. Actual results could
differ materially from those contained in any forward-looking
statement as a result of various factors, including, without
limitation: (1) conditions to the closing of the transaction may
not be satisfied and required regulatory approvals may not be
obtained; (2) the transaction may involve unexpected costs,
liabilities or delays; (3) the business of Civitas may suffer as a
result of uncertainty surrounding the transaction; (4) the outcome
of any legal proceedings related to the transaction; (5) Civitas
may be adversely affected by other economic, business, legislative,
regulatory and/or competitive factors; (6) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement;
(7) risks that the transaction disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the transaction; (8) the failure to obtain the
necessary debt financing arrangements set forth in the commitment
letters received in connection with the transaction; and (9) other
risks to consummation of the transaction, including the risk that
the transaction will not be consummated within the expected time
period or at all. If the transaction is consummated, Civitas’
stockholders will cease to have any equity interest in Civitas and
will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of
Civitas are set forth in its filings with the SEC, including its
Annual Report on Form 10-K for the year ended September 30, 2018,
which are available on the SEC's website at www.sec.gov. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20181218005900/en/
For Civitas Solutions, Inc.:Dwight RobsonChief Public Strategy
and Marketing
Officer617-790-4800dwight.robson@civitas-solutions.comFor
Centerbridge:Jeremy Fielding / Anntal SilverKekst
CNC212-521-4800For Vestar:Blicksilver Public Relations, Inc.Carol
Makovich203-622-4781carol@blicksilverpr.comJennifer
Hurson845-507-0571jennifer@blicksilverpr.com
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