News Feed Item
Genesis HealthCare To Combine With Skilled Healthcare In 100% Stock Transaction
Newly-Combined Company will be Among the Largest Post-Acute Care Providers in the Nation
|By PR Newswire
|August 18, 2014 04:25 PM EDT
KENNETT SQUARE, Pa., Aug. 18, 2014 /PRNewswire/ -- Genesis HealthCare, one of the nation's largest providers of post-acute care services, today announced that it has signed a definitive agreement to combine with Skilled Healthcare Group, Inc., based in Foothill Ranch, California. The combined company will be able to expand its core business lines and enhance its collective ability to provide the highest quality patient care while meeting the current challenges facing the healthcare industry. The combined company will provide scale and resources to continue investment for the future.
Under the terms of the agreement, Skilled Healthcare shareholders will collectively own 25.75% of the vote and value of the fully-diluted equity of the combined company. Genesis HealthCare shareholders will own the other 74.25%. The closing of the transaction is subject to regulatory approvals, expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as well as other conditions. The closing is expected to occur in early 2015.
After completion of the transaction, the combined company will operate under the Genesis HealthCare name and will be traded on the NYSE. Headquarters for the combined company will remain in Kennett Square, PA, and George V. Hager, Jr. will be the CEO of the newly-combined company. The Board of Directors will initially consist of representative Directors from both companies as well as independent Directors. This will create a governance structure that will facilitate and help to build strategic value.
The combined company would have trailing 12 months revenues (as of June 30, 2014) of more than $5.5 billion, with more than 500 facilities in 34 states and approximately 95,000 employees. Conservatively, $25 million in synergies have been identified in the transaction, with additional upside potential. The Combined Company estimated Pro-forma Funded Net-Debt is expected to be approximately $925 million.
For the six months ending June 30, 2014, Genesis HealthCare had Non-GAAP revenues of approximately $2.4 billion, Non-GAAP EBITDA of $86 million, Non-GAAP EBITDAR of $310 million, and cash based rent of $224 million.
"The constantly changing healthcare environment presents challenges for today's post-acute healthcare industry providers," states Genesis Chief Executive Officer George V. Hager, Jr. "The combination of our portfolios enables Genesis to enter the public domain, expand opportunities and enter new markets with our sub-acute and long-term care facilities and our rehabilitation services business."
"The combination of Genesis and Skilled Healthcare will improve overall financial positions and liquidity while creating opportunities of scale as one of the largest providers in the sector," note Steve Fishman and Arnold Whitman, co-chairmen of the board of Genesis HealthCare. "The combined company will be well positioned to innovatively partner with payors and providers to meet the ever-changing needs of seniors across the nation."
BofA Merrill Lynch and Barclays are acting as Genesis' financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP and Arnall Golden Gregory LLP are acting as legal advisors.
A combined conference call and webcast will be held tomorrow, August 19, at 6:00 a.m. Pacific Time (9:00 a.m. Eastern Time) to discuss the transaction.
To participate in the call, interested parties may dial (800) 847-9525 and reference conference 90584822. Alternatively, interested parties may access the call in listen-only mode at www.skilledhealthcaregroup.com. A replay of the conference call will be available after 12:00 noon Pacific Time at www.skilledhealthcaregroup.com.
About Genesis HealthCare
Genesis HealthCare is one of the nation's largest post-acute care providers with more than 400 skilled nursing centers and senior living communities in 28 states nationwide. Genesis also supplies rehabilitation therapy to nearly 1,400 healthcare providers in 45 states. Visit our website at www.genesishcc.com.
Statements made in this release that are not historical facts are "forward-looking" statements that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to, statements containing words such as "anticipate," "believe," "plan," "estimate," "expect," "hope," "intend," "may" and similar expressions. Forward-looking statements in this release include all statements regarding the expected benefits and timing of the proposed transaction. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, delays in or failure to satisfy required closing conditions, including the receipt of required regulatory approvals with respect to the transaction; failure to consummate or delay in consummating the transaction for other reasons; the possibility that the expected benefits may not materialize as expected; and failure to successfully integrate the infrastructure and employees of the two companies. There may be additional risks of which Genesis is presently unaware or that it currently deems immaterial.
The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Genesis' control. Genesis cautions investors that any forward-looking statements made by Genesis are not guarantees of future performance and are only made as of the date of this release. Genesis disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.
PRESS CONTACT: Jeanne Moore
INVESTOR CONTACT: Lori Mayer
SOURCE Genesis HealthCare
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true.
In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, will provide a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services ...
Feb. 22, 2017 12:30 PM EST Reads: 1,616
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Feb. 22, 2017 12:30 PM EST Reads: 1,452
Column Technologies exhibited at SYS-CON's @DevOpsSummit at Cloud Expo, which took place at the Javits Center in New York City, NY, in June 2016. Established in 1998, Column Technologies is a global technology solutions provider with over 400 employees, headquartered in the United States with offices in Canada, India, and the United Kingdom. Column Technologies provides “Best of Breed” technology solutions that automate the key DevOps principals and help our customers meet today’s DevOps and Dig...
Feb. 22, 2017 12:30 PM EST Reads: 921
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Feb. 22, 2017 12:00 PM EST Reads: 2,019
Have you ever noticed how some IT people seem to lead successful, rewarding, and satisfying lives and careers, while others struggle? IT author and speaker Don Crawley uncovered the five principles that successful IT people use to build satisfying lives and careers and he shares them in this fast-paced, thought-provoking webinar. You'll learn the importance of striking a balance with technical skills and people skills, challenge your pre-existing ideas about IT customer service, and gain new in...
Feb. 22, 2017 12:00 PM EST Reads: 2,135
Wooed by the promise of faster innovation, lower TCO, and greater agility, businesses of every shape and size have embraced the cloud at every layer of the IT stack – from apps to file sharing to infrastructure. The typical organization currently uses more than a dozen sanctioned cloud apps and will shift more than half of all workloads to the cloud by 2018. Such cloud investments have delivered measurable benefits. But they’ve also resulted in some unintended side-effects: complexity and risk. ...
Feb. 22, 2017 11:30 AM EST Reads: 1,097
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Feb. 22, 2017 11:30 AM EST Reads: 1,110
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
Feb. 22, 2017 11:15 AM EST Reads: 733
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
Feb. 22, 2017 11:15 AM EST Reads: 978
DevOps and microservices are permeating software engineering teams broadly, whether these teams are in pure software shops but happen to run a business, such Uber and Airbnb, or in companies that rely heavily on software to run more traditional business, such as financial firms or high-end manufacturers. Microservices and DevOps have created software development and therefore business speed and agility benefits, but they have also created problems; specifically, they have created software securi...
Feb. 22, 2017 11:00 AM EST Reads: 3,249
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud.
In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of Soli...
Feb. 22, 2017 10:45 AM EST Reads: 384
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business. Though, IoT is far more complex than most firms expected with a majority of IoT projects having failed. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, Chief IoTologist at Wipro, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology portfolios and business models to adopt and leverage IoT. He will delve in...
Feb. 22, 2017 10:00 AM EST Reads: 1,512
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Feb. 22, 2017 09:45 AM EST Reads: 812
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Feb. 22, 2017 09:45 AM EST Reads: 1,347
In his session at @ThingsExpo, Steve Wilkes, CTO and founder of Striim, will delve into four enterprise-scale, business-critical case studies where streaming analytics serves as the key to enabling real-time data integration and right-time insights in hybrid cloud, IoT, and fog computing environments.
As part of this discussion, he will also present a demo based on its partnership with Fujitsu, highlighting their technologies in a healthcare IoT use-case. The demo showcases the tracking of pati...
Feb. 22, 2017 09:29 AM EST Reads: 202