CareMax, Inc. to Acquire Medicare Value-Based Care Business of Steward Health Care System

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  • Transaction to expand CareMax’s comprehensive and coordinated healthcare delivery system designed to enhance overall health outcomes for senior value-based care patients

  • Brings CareMax’s high-quality, whole person healthcare to underserved communities with a concentrate on patients’ social determinants of health to advertise health equity

  • Initially adds roughly 170,000 senior value-based care patients across eight states

  • Transaction projected to be immediately accretive to revenue and Adjusted EBITDA following close

  • Management to carry conference call to debate transaction at 8:00am ET on June 1, 2022

MIAMI, June 01, 2022–(BUSINESS WIRE)–CareMax, Inc. (NASDAQ: CMAX) (“CareMax” or the “Company”), a number one technology-enabled provider of value-based care to seniors, and Steward Health Care System (“Steward”), the parent of certainly one of the nation’s largest accountable care organizations (“ACOs”) with greater than 6,600 providers and 43,000 healthcare professionals, today announced a definitive merger agreement pursuant to which CareMax will acquire the Medicare value-based care business of Steward for a mix of money and stock.

Upon closing the transaction, CareMax will serve because the exclusive value-based management services organization (“MSO”) across Steward’s Medicare network. Steward’s value-based care network of roughly 170,000 patients includes 50,000 Medicare Advantage patients, 112,000 Medicare Shared Savings Program (“MSSP”) patients and 9,000 Direct Contracting (“DCE”) patients. As well as, Steward and its affiliated practices service roughly 387,000 Medicare Advantage Fee for Service patients and 482,000 Traditional Medicare Fee for Service beneficiaries. Following the transaction, CareMax’s network will expand to roughly 2,000 providers and reach over 200,000 senior value-based care patients across 30 markets.

CareMax’s concentrate on whole person health through a novel mix of targeted technology and comprehensive, high-touch care has resulted in improved clinical outcomes in comparison with peers and traditional Medicare benchmarks. CareMax has achieved a Five-Star quality rating, the best possible rating, across its locations overall. Similarly, because the launch of its 2012 Medicare Pioneer ACO, Steward has consistently ranked as certainly one of the highest performing ACOs within the country. Most recently, Steward delivered top performance within the 2020 MSSP and was the biggest MSSP ACO within the nation. As well as, Steward received a 100% quality rating and achieved the second highest total cost savings amongst the roughly 500 ACOs in this system.

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CareMax will bring its industry leading, technology-enabled, value-based care platform, which is comprised of proprietary technology, payor relationships, best practices, practice transformation workflows, risk adjustment and quality coordination services to Steward’s expansive senior patient base. CareMax plans to supply convenient and complex products in addition to physical locations in Steward’s markets. These locations are anticipated to resemble CareMax’s current de novo model, which include primary care physicians, specialists in high demand, corresponding to cardiologists, pulmonologists, radiologists and others, social services, activity centers and other services. Further, CareMax has a committed focus to addressing non-medical social determinants of health, which has proven to have a big impact on health outcomes.

“We’re excited to announce the acquisition of Steward’s Medicare value-based care business, which can enable us to significantly speed up our growth by bringing CareMax’s best-in-class, proprietary value-based care model to the communities during which Steward’s value-based care business operates. We plan to deploy our current MSO model, which we’ve been operating since 2011, to enhance quality of care, health outcomes and wellbeing for seniors across eight states, while reducing overall healthcare costs,” said Carlos de Solo, Chief Executive Officer of CareMax.

“Steward was founded to supply top of the range healthcare to communities which have historically been medically underserved. CareMax is a like-minded organization with a talented management team and the assets and expertise in place to maneuver our mission forward. We imagine that our physician-led, integrated health care system with a network of over a million Medicare beneficiaries coupled with CareMax’s proprietary, industry-leading clinical model will deliver the subsequent generation of healthcare on this country,” said Dr. Ralph de la Torre, Chief Executive Officer of Steward.

Amongst other strategic and financial advantages, the transaction is predicted to:

  • Create certainly one of the biggest independent senior-focused value-based care platforms within the U.S. across Medicare Advantage, DCE/ACO REACH and MSSP;

  • Expand CareMax’s MSO model with the chance to unlock the big embedded addressable market across Steward’s a million Medicare patients and beneficiaries, and increase geographic reach to 24 recent markets;

  • Improve health outcomes and ultimately drive down medical expenses by leveraging CareMax’s experience as a number one operator of Medicare value-based care arrangements across its clinics and affiliate providers; and

  • Contribute annual revenue of roughly $1.6 billion to $1.7 billion and annual Adjusted EBITDA of roughly $100 million to $115 million by 2025, with further long-term opportunities for growth and price reduction across markets.

Note: Markets defined as Metropolitan Statistical Areas (MSAs).

Transaction Details

Under the terms of the merger agreement, CareMax pays $25 million in money and issue 23.5 million shares of CareMax’s Class A typical stock to the equityholders of Steward at closing, subject to customary adjustments. As well as, CareMax will fund a Medicare receivable to Steward covering accounts receivable related to 2021 and the pre-close period of 2022.

Steward could have the potential to receive an earnout of additional shares of CareMax’s Class A typical stock that, along with the unique issuance of Class A typical stock issued to Steward on the initial closing, would end in Steward’s equityholders owning a complete of 41% of CareMax’s Class A typical stock as of the initial closing, upon CareMax’s effective conversion of 100,000 Medicare lives to risk, value-based care arrangements with a Medical Expense Ratio of lower than 85% for 2 consecutive quarters. The equityholders of Steward may also enter into an investor rights agreement that may provide for certain limitations on voting of their shares of CareMax’s Class A typical stock, amongst other governance matters.

The transaction is predicted to shut late within the third quarter or early within the fourth quarter of 2022 and is subject to customary closing conditions, including approval by CareMax’s stockholders and receipt of regulatory approvals.

Upon the closing of the transaction, Dr. de la Torre could have the precise to designate one member of CareMax’s Board of Directors. If the earnout is achieved, Dr. de la Torre could have the precise to designate a further member of CareMax’s Board of Directors at such time.

Deerfield Partners, L.P., a holder of roughly 20% of CareMax’s outstanding Class A typical stock, has entered into an agreement to vote in favor of the transaction.

Advisors

Goldman Sachs is serving as exclusive financial advisor to CareMax, and DLA Piper LLP (US) is serving as legal counsel to CareMax.

SVB Securities is serving as exclusive financial advisor to Steward Health Care, and Sidley Austin LLP is serving as legal counsel to Steward Health Care.

Conference Call Details

Management will hold a conference call to debate the transaction at 8:00am ET today. A live webcast in addition to related presentation materials can be available online at https://ir.caremax.com. The conference call will also be accessed by dialing (888) 440-6519 for U.S. participants, or (646) 960-0384 for international participants, and referencing conference ID 4345921. Following the meeting, a replay can be available on CareMax’s website.

About CareMax

CareMax is a technology-enabled care platform providing value-based care and chronic disease management to seniors. CareMax operates medical centers that supply a comprehensive suite of healthcare and social services, and a proprietary software and services platform that gives data, analytics, and rules-based decision tools and workflows for physicians across the US. Learn more at www.caremax.com.

About Steward Health Care System

Nearly a decade ago, Steward Health Care System emerged as a special form of health care company designed to usher in a recent era of wellness, one that gives our patients higher, more proactive care at a sustainable cost, our providers unrivaled coordination of care, and our communities greater prosperity and stability. Because the country’s largest physician-led, tax paying, integrated health care system, our doctors can make certain that we share their interests and people of their patients.

Together we’re on a mission to revolutionize the best way health care is delivered – creating healthier lives, thriving communities and a greater world.

Steward is among the many nation’s largest and most successful accountable care organizations (ACO), with greater than 6,600 providers and 43,000 health care professionals who take care of 12.3 million patients a 12 months through a closely integrated network of hospitals, multispecialty medical groups, urgent care centers, expert 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.

Additional Information and Where to Find It

In reference to the proposed transaction, CareMax intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement. A proxy statement can be sent to all CareMax stockholders. CareMax may also file other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CAREMAX ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders will have the ability to acquire (if and when available) free copies of the proxy statement and all other relevant documents filed or that can be filed with the SEC by CareMax through the web site maintained by the SEC at www.sec.gov or through CareMax’s website at www.caremax.com.

Participants within the Solicitation

CareMax, Inc., Steward Health Care, their respective directors and certain of their respective executive officers could also be deemed to be participants within the solicitation of proxies from CareMax’s stockholders in reference to the proposed transaction. Information in regards to the directors and executive officers of CareMax, Inc. is ready forth in Amendment No. 1 to its Annual Report on Form 10-K for the 12 months ended December 31, 2021, which was filed with the SEC on May 2, 2022. Other information regarding the participants within the proxy solicitations and an outline of their direct and indirect interests, by security holdings or otherwise, can be contained within the proxy statement and other relevant materials to be filed with the SEC once they grow to be available.

Forward-Looking Statements

This communication may contain forward-looking statements throughout the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Words corresponding to “anticipate,” “imagine,” “budget,” “contemplate,” “proceed,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “goal,” or “will,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to discover forward-looking statements. These forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. These forward-looking statements usually are not guarantees of future performance, conditions or results, and involve a lot of known and unknown risks, uncertainties, assumptions and other essential aspects, lots of that are outside the Company’s control, that might cause actual results or outcomes to differ materially from those discussed within the forward-looking statements. Particularly, projected financial information for the combined businesses of the Company and Steward is predicated on estimates, assumptions and projections and has not been prepared in conformance with the applicable requirements of Regulation S-X referring to pro forma financial information. A reconciliation of projected 2025 Adjusted EBITDA to essentially the most directly comparable GAAP financial measure is just not included on this press release because, without unreasonable efforts, the Company is unable to predict with reasonable certainty the quantity or timing of non-GAAP adjustments which might be used to calculate this non-GAAP financial measure. As well as, the Company believes such a reconciliation would imply a level of precision and certainty that may very well be confusing to investors. The variability of the desired items could have a big and unpredictable impact on the Company’s future GAAP results.

Essential risks and uncertainties that might cause the Company’s actual results and financial condition to differ materially from those indicated in forward-looking statements include, amongst others: (i) the timing to consummate the proposed transaction; (ii) the danger that a condition to closing of the proposed transaction will not be satisfied and the proposed transaction may not close; (iii) the danger that a regulatory approval which may be required for the proposed transaction is delayed, is just not obtained or is obtained subject to conditions that usually are not anticipated; (iv) the danger that a sufficient variety of shares of the Company’s common stock usually are not voted in favor of the proposed transaction; (v) the occurrence of any event, change or other circumstance that might give rise to the termination of the Merger Agreement; (vi) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results, and business generally; (vii) risks that the proposed transaction disrupts current operations of the Company and potential difficulties in Company worker retention in consequence of the proposed transaction; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the consequence of any legal proceedings which may be instituted against the Company related to the Merger Agreement or the proposed transaction; (x) the quantity of the prices, fees, expenses and other charges related to the proposed transaction; (xi) the Company’s ability to integrate acquired businesses, including the flexibility to implement business plans, forecasts, and other expectations after the completion of the proposed transaction and (xii) the failure to comprehend anticipated advantages of the proposed transaction or to comprehend estimated pro forma results and underlying assumptions. For an in depth discussion of the danger aspects that might affect the Company’s actual results, please seek advice from the danger aspects identified within the Company’s reports filed with the SEC. All information provided on this communication is as of the date hereof, and the Company undertakes no duty to update or revise this information unless required by law, and forward-looking statements shouldn’t be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220601005579/en/

Contacts

CareMax Contacts:

Investor Relations

Samantha Swerdlin
VP Investor Relations
(847) 924-8980
samantha.swerdlin@caremax.com

Media

Christine Bucan
(305) 542-8855
christine@thinkbsg.com

Steward Contact:

Josephine ‘Josie’ Martin
(202) 257-4063
Josephine.martin@steward.org

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