MIAMI–(BUSINESS WIRE)–CareMax, Inc., a leading technology-enabled provider of value-based care to seniors, today announced that it has completed its acquisition of the Medicare value-based care business of Steward Health Care System, establishing CareMax as one of the largest independent senior-focused value-based care platforms in the U.S. The Medicare value-based care business of Steward includes a Medicare Direct Contracting Entity (“DCE”) and two Medicare Shared Savings Program (“MSSP”) accountable care organizations (“ACOs”), one of which is one of the nation’s largest ACOs.
This transaction expands CareMax’s network to approximately 2,000 providers and over 200,000 senior value-based care patients in 10 states across 30 markets. CareMax now serves as the exclusive value-based management services organization (“MSO”) for Steward’s Medicare Advantage network. Steward’s network also includes an additional approximately 380,000 Medicare Advantage fee-for-service beneficiaries and approximately 480,000 traditional Medicare beneficiaries, for whom CareMax and Steward will look for opportunities to provide value-based services.
“The completion of the acquisition is transformative for CareMax and represents another significant step CareMax has taken to redefine healthcare for seniors across the U.S.,” said Carlos de Solo, Chief Executive Officer of CareMax. “Our hybrid model of a capital-light MSO combined with high-performing medical centers establishes our foundation for industry leadership as we expand value-based care across the country.”
Mr. de Solo continues, “This transaction is expected to be immediately accretive to revenue and Adjusted EBITDA. As integration planning has progressed, we are even more confident that this transaction is in the best interest of our patients, our company and our stockholders.”
Dr. Ralph de la Torre, Chief Executive Officer of Steward, commented, “CareMax and Steward believe in a future where primary and specialty care come together to redefine healthcare delivery and empower value-based success. Bringing together Steward’s rich history in value-based excellence dating back to 2010 and CareMax’s modernized approach to the value-based market and senior care in particular, we believe we are each well-positioned to define the next-generation of care delivery and the future of healthcare for seniors.”
Transaction Details
As previously announced, under the terms of the merger agreement, CareMax paid $25 million in cash and issued 23.5 million shares of CareMax’s Class A common stock to the equityholders of Steward at closing, subject to customary adjustments. In addition, CareMax paid approximately $36 million in cash to Steward to advance an MSSP receivable covering accounts receivable related to the pre-close period, which CareMax financed through an accounts receivable credit facility, the costs of which are being paid by Steward.
Steward will have the potential to receive additional shares of CareMax’s Class A common stock that, together with the original issuance of Class A common stock issued to Steward at the initial closing, would result in Steward’s equityholders owning a total of 41% of CareMax’s Class A common stock as of the initial closing, subject to certain adjustments, upon 100,000 Medicare lives from and/or attributable to Steward’s provider network participating in risk, value-based care arrangements contracted through CareMax with a Medical Expense Ratio of less than 85% for two consecutive quarters. Equityholders of Steward also entered into an investor rights agreement that provides for certain limitations on voting of their shares of CareMax’s Class A common stock, among other governance matters.
Additional information regarding the closing of the transaction will be included in a Current Report on Form 8-K that CareMax intends to file with the U.S. Securities and Exchange Commission before market open on Monday, November 14, 2022.
Advisors
Goldman Sachs served as exclusive financial advisor to CareMax, and DLA Piper LLP (US) served as legal counsel to CareMax.
SVB Securities served as exclusive financial advisor to Steward, and Sidley Austin LLP served as legal counsel to Steward.
About CareMax
CareMax is a technology-enabled care platform providing value-based care and chronic disease management to seniors. CareMax operates medical centers that offer a comprehensive suite of healthcare and social services, and a proprietary software and services platform that provides data, analytics, and rules-based decision tools and workflows for physicians across the United States. Learn more at www.caremax.com.
About Steward Health Care System
Steward is among the nation’s largest and most successful accountable care organizations (ACO), with more than 6,800 providers and 43,000 health care professionals who care for 12.3 million patients a year through a closely integrated network of hospitals, multispecialty medical groups, urgent care centers, skilled nursing facilities and behavioral health centers.
Based in Dallas, Steward currently operates 39 hospitals across Arizona, Arkansas, Florida, Louisiana, Massachusetts, Ohio, Pennsylvania, Texas, and Utah.
