MEDNAX Inc. (NYSE: MD), the nation’s leading provider of maternal-fetal, newborn and pediatric subspecialty care, today announced a definitive agreement pursuant to which Radiology Partners will acquire MEDNAX Radiology Solutions for $885 million to create a leading provider of comprehensive radiology and teleradiology services in the United States. MEDNAX previously announced its intent to sell MEDNAX Radiology Solutions, and this agreement follows substantive discussions and due diligence with several parties before identifying Radiology Partners as the strongest partner for MEDNAX’s radiology organization.
“This transaction will enable MEDNAX to return to our core Pediatrix and Obstetrix medical groups,” said Mark S. Ordan, Chief Executive Officer of MEDNAX. “We believe our dedication of resources and focus on the clinical services our company provides to women and children is best for all stakeholders. We believe this transaction will also enable increased efficiency and a path for solid growth. Finally, we are pleased that the anticipated proceeds of this transaction, in addition to cash inflows we have already received this quarter and additional operating cash flow expected through the remainder of 2020, should significantly strengthen our balance sheet and provide a strong financial foundation for future growth.”
Founded in 2012, Radiology Partners is the leading physician-owned, on-site radiology practice, partnering with approximately 1,600 radiologists providing services to nearly 1,300 hospitals, clinics and imaging centers across 26 states. MEDNAX Radiology Solutions, founded in 2015, is an integrated provider of seamless on-the-ground and in-the-cloud radiology services, delivering scale and value to hospitals, clinics, imaging centers and referring physicians through the combination of highly innovative physician groups and vRad, the nation’s leading teleradiology organization. Upon the closing of this transaction, the combined organization, operated under the Radiology Partners name, will include over 2,400 radiology physicians who provide services across all 50 states and the District of Columbia.
“We are excited to welcome so many outstanding radiologists and physician leaders to our practice,” said Rich Whitney, Chief Executive Officer of Radiology Partners. “We believe the benefits of increased scale, paired with local practice autonomy and physician leadership, will allow us to continue to advance patient care, improve clinical value and ultimately transform radiology. The addition of these leading practices, as well as the nation’s premier tech-enabled teleradiology platform, presents an amazing opportunity to accelerate our progress on this important mission.”
“Radiology Partners has distinguished itself within the radiology community as a mission-driven practice committed to clinical innovation, outstanding service delivery, physician leadership development and local practice decision-making, all of which aligns with the values of our radiologists,” said Ricardo C. Cury, M.D., FACR, Chief Medical Officer of MEDNAX Radiology Solutions. “Combining our expertise, experience and infrastructure will enable us to create new pathways for innovation that we can bring to our patients and our clients. I could not be more excited about the new home for our physicians and staff.”
Under the terms of the agreement, Radiology Partners will pay total cash consideration at closing of $885 million, subject to customary adjustments. MEDNAX does not anticipate that there will be any material tax impact to these proceeds. As of September 1, 2020, MEDNAX had total debt of $1.75 billion, consisting solely of its senior notes, and cash on hand of approximately $260 million, resulting in net debt of approximately $1.49 billion, compared to net debt of $1.62 billion at June 30, 2020.
The transaction is expected to close during the fourth quarter of 2020, subject to customary closing conditions, including regulatory review. Further details of the transaction can be found in a Current Report on Form 8-K filed by MEDNAX today with the Securities and Exchange Commission. Pending the closing of the transaction, MEDNAX will report the operating results of MEDNAX Radiology Solutions as discontinued operations.