Livingstone Delivers Strategic Buyer for Agility Health

Livingstone, an international mid-market M&A and debt advisory firm, is pleased to announce that Agility Health, Inc. (TSXV: AHI) (“Agility Health” or the “Company”) has signed a definitive agreement to sell 100% of its U.S.-based operations to Alliance Physical Therapy Management, LLC (“Alliance”), a wholly-owned subsidiary of Alliance Physical Therapy Partners, LLC, a portfolio company of GPB Capital Holdings, LLC (“GPB Capital”).

Livingstone acted as the exclusive investment banker to Agility Health. The transaction values the U.S. operations at $45 million and is expected to close in February 2018 subject to customary closing conditions and regulatory approvals.  Pursuant to the terms of the Purchase Agreement, Agility Health and Alaris USA, Inc. (“Alaris”) will sell their membership interests in Agility Health, LLC, the owner of the Company’s U.S. based assets, to Alliance.

Headquartered in Grand Rapids, Michigan, Agility Health’s U.S. division operates 84 outpatient or on-site physical therapy clinics across 16 states, while also providing contract rehabilitation services to 36 hospitals and inpatient rehab units and 37 long-term care facilities and other service locations in 11 states.

“Selling Agility Health’s U.S. operations facilitates restructuring our capital structure in order to strengthen the Company’s balance sheet and position it for sustained future growth,” stated Pierre G. Gagnon, Agility Health’s Chairman and Interim Chief Executive Officer.

Proceeds from the transaction will allow Agility Health to restructure its balance sheet and fully satisfy its financial obligations while providing capital to grow Medic Holdings Corp. (“Medic”), the Company’s Canadian subsidiary and primary asset, post-transaction. Medic operates 12 outpatient foot care clinics across two provinces in Eastern Canada and manufactures orthotics and prosthetics. The high-quality patient care, through which Agility Health built its strong reputation, will continue to be delivered, post-transaction, by the Company’s talented and dedicated team of over 1,100 clinicians, support personnel, and administrative professionals.

“We look forward to partnering with Agility Health’s exceptional employees and skilled rehabilitation providers within the communities in which the Company operates,” commented Mark Andrzejewski, Chief Executive Officer of Alliance.

Alliance was formed by GPB Capital in December 2016 and has since grown through the acquisition of seven physical therapy practices, including Back in Motion, Rehab Access, Arrow Physical Therapy & Rehabilitation, Results Physical Therapy, Franklin Rehabilitation, SOL Physical Therapy + Performance Training, and Whatcom Physical Therapy.

“Alliance is committed to providing Agility Health with the comprehensive support and resources needed to continue delivering exceptional care to many more valued patients,” said Dotty Bollinger, Managing Partner with GPB Capital responsible for the firm’s Healthcare Strategy.

“The combination of Agility Health and Alliance creates a portfolio of high-quality, scalable PT assets and a deep bench of experienced providers across North America,” said Shaun Khubchandani, Vice President with GPB Capital focusing on the firm’s Healthcare Strategy.

“A partnership with Alliance, combined with the financial backing of GPB Capital, will enable Agility Health’s U.S. division to capitalize on the favorable tailwinds influencing the rehabilitation industry and continue its track record of strong organic and acquisition-led growth,” said Ryan Buckley, a Partner with Livingstone.

Livingstone’s healthcare practice has closed 15 transactions, totaling nearly $700 million of transaction value, since 2015. Livingstone is also one of the most active M&A advisors to the physical therapy industry, having completed over a dozen successful transactions with industry leaders such as ATI Physical Therapy, MOTION Physical Therapy, and PT Solutions. Miller, Johnson, Snell & Cummiskey, P.L.C. and Wildeboer Dellelce LLP served as legal counsel to Agility Health, while Arent Fox LLP provided legal counsel to Alliance and GPB Capital.