| • | | Compelling Financial Benefits.For the twelve-month period ended October 31, 2019, AvKARE’s unaudited consolidated EBITDA was approximately $63 million. Following the close of the transaction, AvKARE’s financial results will be consolidated in Amneal’s GAAP financials, and the transaction will be immediately accretive to Amneal’s earnings and free cash flow. On a consolidated basis, the transaction is expected to reduce Amneal’s Net Debt to Adjusted EBITDA leverage ratio. |
Financing and Approvals
Under the terms of the transaction, Amneal will acquire its majority interest through an unrestricted subsidiary, which will finance the purchase of AvKARE with a new $180 million senior secured term loan facility, approximately $75 million of balance sheet cash and an approximately $44 million Seller Note, with the balance of the implied enterprise value contributed through the selling shareholders’ rollover interest in the newly formed subsidiary. The new debt financing will be secured by the newly formed unrestricted subsidiary and will not impact Amneal’s existing term loan facility.
The contributed rollover interest will be retained by the Shirley family, AvKARE’s founders, who will continue to independently manage the operations of the business. Mr. Shirley will continue to lead the business and will report to Chirag Patel.
The transaction is expected to be completed in early 2020, subject to the satisfaction of customary closing conditions and approval from relevant regulatory agencies, including clearance under the Hart-Scott Rodino Antitrust Improvements Act.
Advisors
SunTrust Robinson Humphrey is serving as lead arranger and financial advisor to Amneal. BofA Securities and RBC Capital Markets, LLC also provided financial advice. Morgan, Lewis & Bockius LLP is serving as legal counsel to Amneal. Raymond James is serving as financial advisor to AvKARE, and Frost Brown & Todd is serving as AvKARE’s legal counsel.
About Amneal
Amneal Pharmaceuticals, Inc. (NYSE: AMRX), headquartered in Bridgewater, NJ, is a fully-integrated pharmaceutical company focused on the development, manufacture and distribution of generic and specialty drug products. The Company has manufacturing operations in North America, Asia, and Europe, working together to bring high-quality medicines to patients primarily within the United States.
Amneal has an extensive portfolio of more than 300 generic medicines and is expanding its portfolio to include complex dosage forms including biosimilars in a broad range of therapeutic areas. The Company also markets a portfolio of branded pharmaceutical products through its Specialty segment focused principally on central nervous system and endocrine disorders. For more information, visitwww.amneal.com.
About AvKARE Inc.
AvKARE is a licensed manufacturer and wholesaler of pharmaceuticals products. AvKARE services a diverse customer base that includes government (federal, state and municipal) and commercial sectors. AvKARE serves the Department of Defense, Veterans Hospitals, NASA, TriCare, Dept. of Agriculture, Indian Health Services, USDA, U.S. Army, Air Force, Navy, and USMC, as well as Group Purchasing Organizations that include Amerinet, Innovatix, Health Trust Purchasing Group, IPC, Broadlane/MedAssets and Premier. To learn more about AvKARE, visithttps://www.avkare.com/.