Tenet Healthcare said on Monday that it had agreed to acquire Vanguard Health Systems for roughly $1.8 billion in a deal that will put Tenet into new markets.
Tenet's offer of $21 in cash for every Vanguard share represents a premium of 70 percent over Vanguard's closing stock price on Friday. Tenet will also assume $2.5 billion in Vanguard debt.
A big winner in the deal is the Blackstone Group, which owns 37.9 percent of Vanguard as of the end of March. The biggest shareholder of Tenet is the hedge fund manager Larry Robbins' Glenview Capital, which owns a 9.51 percent stake, after selling some four million shares as May 14. In that same regulatory filing, Glenview said that it had increased its holdings of another for-profit hospital system, Health Management Associates, to 14.6 percent. H.M.A. has been the subject of takeover speculation.
Consolidation in the for-profit hospital business is being driven by a desire to find cost savings and also by the Obama administration's health care overhaul, which will reduce the number of uninsured Americans and increase the number of paying patients.
Based in Nashville, Vanguard owns and operates 28 acute care hospitals with 7,081 licensed beds in San Antonio, Harlingen and Brownsville in Texas; metropolitan Detroit; metropolitan Phoenix; metropolitan Chicago; and in Massachusetts. The company also owns managed health plans in Chicago; Detroit; Harlingen, Tex.; and Phoenix, and it has two surgery centers in Orange County in California.
Tenet, based in Dallas, has 49 hospitals with a total of 13,180 licensed beds and 122 outpatient centers. It also owns Conifer Health Solutions.
“This unique strategic transaction will bring together organizations that share a common commitment to providing high quality care and create significant new growth prospects for Tenet,†Trevor Fetter, Tenet's chief executive said in a statement. “This acquisition will take Tenet into new geographic markets, expand the breadth of our service offerings, diversify our earnings sources and increase the benefits we expect to realize under healthcare reform. This acquisition will also include a substantial contribution from the application of Conifer's capabilities to Vanguard's operations. We expect additional financial contributions to come from supply costs savings and labor management efficiencies.â€
Tenet has secured financing for the deal from Bank of America Merrill Lynch.
Lazard was lead financial and strategic adviser to Tenet. Gibson Dunn & Crutcher served as Tenet's legal counsel. Bank of America Merrill Lynch, Barclays and Teneo Capital also served as advisers for Tenet.
JPMorgan Chase and the law firm Skadden, Arps, Slate, Meagher & Flom advised Vanguard.
