Astrana Health(ASTH) - 2025 Q2 - Quarterly Results

Completion of Acquisition On July 1, 2025, Astrana Health, Inc. completed the acquisition of Alta Newport Hospital, LLC, Prospect Health Plan, Inc., and certain PHP Holdings subsidiaries for a final price of $707.9 million, financed by a term loan and involving ancillary agreements Transaction Details - On July 1, 2025, the Company completed the acquisition of all outstanding equity interests of Alta Newport Hospital, LLC (doing business as Foothill Regional Medical Center) and Prospect Health Plan, Inc[5] - The acquisition also included substantially all assets of certain direct and indirect subsidiaries of PHP Holdings, LLC ("PHPH")[5] - The parties entered into a transition services agreement, under which the sellers will provide certain post-closing services to the Company[6] Financial Terms and Financing Purchase Price Details | Term | Amount | | :--- | :--- | | Original Purchase Price | $745.0 million | | Final Purchase Price | $707.9 million | - The final purchase price consisted of $707.9 million in cash and the assumption of certain identified liabilities[7] - The transaction was financed using $707.9 million in proceeds from a five-year delayed draw term loan credit facility of up to $745 million with Truist Bank as the administrative agent[7] - A letter agreement removed certain post-closing purchase price adjustments and related escrow[6] Updated Financial Guidance Following the acquisition, on July 2, 2025, the Company reaffirmed its second-quarter guidance and updated its full-year 2025 revenue and adjusted EBITDA forecasts, noting these preliminary figures are unaudited and subject to change - The Company issued a press release on July 2, 2025, announcing the closing of the acquisition[10] - The company reaffirmed its second-quarter guidance[10] - The company updated its full-year 2025 revenue and adjusted EBITDA guidance[10] - The preliminary financial results and forecasts are based on management's assumptions and are inherently uncertain; audited financials may differ materially[11] Financial Statements and Exhibits This report lists key exhibits, including the Asset and Equity Purchase Agreement and the Second Amended and Restated Credit Agreement, with required financial statements and pro forma information to be filed via amendment within 71 days - The financial statements of the acquired businesses and the pro forma financial information are not filed with this report[16] - This required financial information will be filed by amendment to the Current Report no later than 71 days after the report's required filing date[16] - Key exhibits filed include the Asset and Equity Purchase Agreement (Exhibit 2.1), the Second Amended and Restated Credit Agreement (Exhibit 10.1), and a Press Release (Exhibit 99.1)[17]