NEW YORK, July 27 Clayton, Dubilier & Rice, LLC ("CD&R") and GS Capital Partners ("GSCP") today announced a definitive agreement to acquire HGI Holdings, Inc. ("HGI") from The Jordan Company and members of the Harrington family.
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HGI is a leading mail-order, direct-to-home provider of specialty medical products serving chronic disease patients. The company offers its customer base more than 30,000 products addressing a diverse set of rapidly growing chronic disease market segments including ostomy, diabetes, urological, enteral, incontinence and wound care. HGI's product offering is one of the broadest and deepest in the specialty medical supply industry, often providing hard-to-find products that other home care suppliers do not carry.
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"HGI is a market-leading distributor in the large and growing home health market and will continue to benefit from highly favorable long-term trends," said Richard J. Schnall, a CD&R partner. "The company operates an attractive and efficient business model that improves the quality of care and lowers healthcare costs for both patients and payors, while providing manufacturers with cost-effective access to a highly fragmented commercial customer and patient base."
The company operates through two segments, Edgepark Medical Supplies and Independence Medical. Edgepark contracts directly with over 600 managed care organizations (MCOs) to provide direct-to-consumer home delivery of products to approximately 300,000 patients, while also providing MCOs with value-added services that drive utilization, billing efficiencies and patient compliance. Independence serves as an outsourced supply chain for approximately 5,500 commercial customers, including durable medical equipment suppliers, independent pharmacies and wholesale distributors.
"We have had a very rewarding relationship with The Jordan Company and look forward to making HGI an even more valuable enterprise with our new equity partners," said Ronald M. Harrington, Chief Executive of HGI. "CD&R and GSCP have demonstrated that they understand how our business delivers value, from both a financial and operating standpoint, and strongly support our vision to continue to be the highest quality provider of medical supplies and customer care."
Paul Pressler of CD&R will serve as the company's Chairman. Mr. Pressler has extensive direct-to-consumer experience. Prior to joining CD&R, he served as president and chief executive officer of Gap Inc. and before that spent 15 years with The Walt Disney Company in various senior management roles.
Debt financing for the transaction will be provided by affiliates of Goldman, Sachs & Co., Jefferies & Company and Morgan Stanley Senior Funding, Inc. and funds managed by GSO Capital Partners LP. Jefferies & Company acted as financial advisor to HGI. Goldman, Sachs & Co. and Morgan Stanley acted as financial advisors, and Debevoise & Plimpton LLP acted as legal advisor to the CD&R and GSCP consortium. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to GSCP.
The transaction is expected to close in the beginning of the fourth quarter.
About Clayton, Dubilier & Rice, LLC
Founded in 1978, Clayton, Dubilier & Rice, LLC is a private equity firm with an investment strategy predicated on producing superior financial returns through building stronger, more profitable businesses. The firm's professionals include a combination of financial and operating executives. Since inception, CD&R has managed the investment of more than $12 billion in 46 U.S. and European businesses representing a broad range of industries with an aggregate transaction value of approximately $70 billion. CD&R has a long history of investing in market-leading distribution businesses, including VWR International, a leading global distributor of laboratory supplies, U.S. Foodservice, the second largest broadline foodservice distributor in the United States, Rexel, the leading distributor worldwide of electrical supplies, and Diversey, a leading global manufacturer and distributor of commercial cleaning, sanitation and hygiene solutions. The firm has offices in New York and London. For more information, please visit www.cdr-inc.com.
About GS Capital Partners
Since 1986, the Goldman Sachs Merchant Banking Division and its predecessor business areas have raised 16 private equity and principal debt investment funds aggregating over $82 billion of capital (including leverage). GS Capital Partners VI is the current private equity vehicle through which Goldman Sachs conducts its large, privately negotiated, corporate equity investment activities. A global leader in private corporate equity investing, GS Capital Partners is a family of funds with a focus on investing in large, high quality companies with strong management and funding acquisitions or expansion across a range of industries and geographies. Founded in 1869, Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. For more information, please visit www.gs.com/pia.
About HGI Holdings, Inc.
Headquartered in Cleveland, Ohio, HGI Holdings, Inc. ("HGI") is a leading mail-order, direct-to-consumer provider of disposable medical products to chronic disease patients. HGI operates through its Edgepark Medical Supplies and Independence Medical divisions, offering its large and fragmented customer base more than 30,000 products addressing a diverse set of chronic disease market segments including ostomy, diabetes, urological, enteral, incontinence and wound care. For more information, please visit www.edgepark.com and www.indemed.com.
SOURCE Clayton, Dubilier & Rice, LLC
