Prospect Medical Holdings Acquires Alta Healthcare System, Inc.
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Prospect Medical Holdings, Inc. (AMEX: PZZ) ("Prospect”),
which manages the medical care of approximately 250,000 HMO enrollees in
Southern California, today announced that it has completed the
previously announced acquisition of Alta Healthcare System, Inc. ("Alta”)
for a combination of cash and stock totaling approximately $103.0
million.
Alta is a private, for-profit hospital management company that owns and
operates four community-based hospitals that provide a comprehensive
range of medical, surgical, and psychiatric services. The acquisition
has transformed Prospect into a vertically-integrated healthcare
provider. Prospect’s 250,000 HMO enrollees,
nearly 24,000 of whom are Seniors, are now combined with Alta’s
hospital operation, which generated audited revenues and operating
income of $107.0 million and $16.9 million, respectively, for its fiscal
year ended December 31, 2006.
Bank of America, N.A. arranged $155.0 million of financing for the
acquisition, comprised of $145.0 million in term debt and a $10.0
million revolver, $3.0 million of which was drawn at close. Use of funds
include refinancing approximately $41.0 million of existing Alta debt,
refinancing approximately $47.0 million of existing Prospect debt, and
payment of the cash portion of the Alta purchase price. The term debt is
comprised of a $95 million seven year first-lien term loan at LIBOR plus
400 bps and a $50.0 million seven and one-half year second-lien term
loan at LIBOR plus 825 bps. At closing, the blended interest rate on the
borrowings is approximately 11%.
Prospect has entered into multi-year employment agreements with Alta’s
former owners, Sam Lee and David Topper, who are now significant
shareholders of Prospect. In addition, Mr. Lee will join Prospect’s
Board of Directors, together with an independent director nominated by
Alta, increasing Board membership to nine.
CONFERENCE CALL
Prospect will host a conference call on Monday, August 13, 2007 at 4:30
pm ET to discuss this news release. Interested parties may participate
in the call by dialing (866) 820-1713 (Domestic) or (706) 643-3137
(International) approximately 10 minutes before the call is scheduled to
begin and ask to be connected to the Prospect Medical conference call.
In addition, the conference call will be broadcast live over the
Internet at http://audioevent.mshow.com/334724/.
To listen to the live call on the Internet, go to the web site at least
15 minutes early to register, download and install any necessary audio
software. If you are unable to participate in the live call, the
conference call will be archived and can be accessed for approximately
90 days.
ABOUT THE COMPANY
Prospect Medical Holdings manages the medical care of individuals
enrolled in HMO plans in Southern California. The Company’s
vertically-integrated medical services platform is comprised of
Independent Physician Associations ("IPAs”),
which contract with HMOs and health care professionals to provide a full
range of services to HMO enrollees, and community-based hospitals.
This press release contains forward-looking statements. Additional
written or oral forward-looking statements may be made by the Company
from time to time, in filings with the Securities and Exchange
Commission, or otherwise. Statements contained herein that are not
historical facts are forward-looking statements. Investors are cautioned
that forward-looking statements, including the statements regarding
anticipated or expected results, and the future introduction of new
products, involve risks and uncertainties which may affect the Company's
business and prospects, including those outlined in the Company's Form
10-K filed on December 28, 2006 and Form 10-Q filed on May 15, 2007. Any
forward-looking statements contained in this press release represent our
estimates only as of the date hereof, or as of such earlier dates as are
indicated, and should not be relied upon as representing our estimates
as of any subsequent date. While we may elect to update forward-looking
statements at some point in the future, we specifically disclaim any
obligation to do so, even if our estimates change.