NCS HealthCare, Inc was a publicly traded provider of pharmacy services to long-term care institutions, including skilled nursing facilities and assisted living facilities.
The company’s financial position had become distressed and they were seeking to avoid a Chapter 11 bankruptcy filing.
Candlewood was brought in and negotiated an informal 18-month standstill with the senior lenders, subordinated note holders, and key trade creditors. This provided an opportunity to complete an exhaustive review of the company’s strategic options and avoid Chapter 11. Candlewood negotiated with two competing bidders and the resulting merger transaction provided a total value of the transaction at $477.6 million (11.6x EBITDA), recovery of the $339 million owed to all creditors, and $138 million return to public shareholders. In connection with the board’s evaluation of various strategic alternatives, Candlewood delivered two separate fairness opinions: one in connection with a merger transaction and another in connection with a public tender offer followed by a short-form merger transaction. In addition, through deposition testimony, Candlewood principals supported the company’s and board’s defense of various shareholder lawsuits.