BOSTON--(BUSINESS WIRE)--Civitas Solutions, Inc. (NYSE: CIVI) today announced that it has entered into a definitive merger agreement to be acquired by funds advised by Centerbridge Partners, L.P. 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.
