Agiliti acquired by Thomas H. Lee Partners: fairness opinion by Centerview Partners
Deal terms
Implied value per share by method vs. $10.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Centerview Partners to the special committee
Discounted cash flow assumptions
Discounted to present value as of March 31, 2024; subtracted face value of net debt as of March 31, 2024; added net present value of federal NOLs of approximately $0.00 per share; divided by fully diluted shares as of February 19, 2024 (treasury stock method).
Selected public companies (6)
Healthcare Services Group Inc. · Pediatrix Medical Group Inc. · Premier Inc. · Sotera Health Co. · Stericycle Inc. · Steris PLC
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2024E EBITDA | 5.6x | 9.6x | 16.4x | 7.5x–10.0x | $6.80–$11.55 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Analyst Price Targets Analysis (reference only) | Wall Street research analyst price targets for Common Stock as of market close February 23, 2024 ranged from $6.25 to $23.00 per share. | $6.25–$23.00 |
| Historical Price Trading Analysis (reference only) | 52-week period ended February 23, 2024 low and high closing prices of $5.14 and $19.47 per share. | $5.14–$19.47 |
Aggregate fee of approximately $9,500,000: $2,000,000 payable upon rendering of opinion and approximately $7,500,000 contingent upon consummation (includes a $250,000 retainer creditable against the Transaction Fee). Company may, in its discretion, pay an additional fee of up to $5,000,000. Centerview previously received $250,000 for advisory services to the predecessor to the Special Committee.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $1.2B | $1.3B | $1.4B | $1.4B | $1.5B | 6.2% |
| Revenue growth | 2.9% | 5.5% | 6.4% | 6.5% | 6.4% | |
| EBITDA | $269M | $293M | $318M | $345M | $373M | 8.5% |
| EBITDA growth | 0.7% | 8.9% | 8.5% | 8.5% | 8.1% | |
| EBITDA margin | 22% | 23% | 23% | 24% | 24% | |
| Implied EV / EBITDA | 9.3x | 8.5x | 7.9x | 7.2x | 6.7x |
Year-1 growth is against LTM at announcement ($1.2B revenue, $267M EBITDA); later years are year over year.
Management provided Centerview the "February Projections" on February 22, 2024, covering FY2024E-FY2028E (with FY2023A actuals): revenue of $1,209M in 2024E rising to $1,538M in 2028E, Adjusted EBITDA of $269M in 2024E rising to $373M in 2028E, and unlevered free cash flow (calculated by Centerview, 29% tax rate) of $86M for Q2-Q4 2024E rising to $148M in 2028E. Earlier "October Projections" (provided October 13, 2023, FY2023E-FY2028E) showed revenue of $1,180M to $1,542M and Adjusted EBITDA of $270M to $378M; differences were driven by actual FY2023 results. The February Projections assume continued standalone operation and exclude merger effects; they were used by Centerview for its opinion and shared with THL for diligence.
Process notes
Other Distribution and Equipment Services fairness opinions
- Patterson Companies / Patient Square Capital 2024 · 12.0x EV/EBITDA
- Quipt Home Medical / Kingswood Capital Management / Forager Capital Management 2025 · 4.7x EV/EBITDA
- Covetrus / Clayton, Dubilier & Rice 2022 · 14.0x EV/EBITDA
- Apria / Owens & Minor 2022 · 12.0x EV/EBITDA
- Universal Hospital Services / Federal Street Acquisition 2018 · 11.9x EV/EBITDA
- PSS World Medical / McKesson 2012 · 10.6x EV/EBITDA
All Distribution and Equipment Services opinions → · Centerview Partners opinions