Emdocs or the other EP forum. Dont know how to link from there.
New York, February 24, 2021 -- Moody's Investors Service ("Moody's") assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to U.S. Acute Care Solutions, LLC ("USACS"). Moody's also assigned a B2 rating to the company's proposed senior secured notes. The outlook is stable.
Proceeds from the proposed $375 million secured notes along with additional $466 million preferred equity financing from Apollo Management L.P, the new private equity (PE) investor, will be used to pay existing debt, purchase a portion of outstanding shares and cover transaction-related expenses. As a result of this transaction, the current PE investor, Welsh, Carson, Anderson & Stowe will sell all of its stake in the company.
The following ratings were assigned:
Issuer: U.S. Acute Care Solutions, LLC
Corporate Family Rating of B2
Probability of Default Rating of B2-PD
Proposed $375 million senior secured notes due 2026 of B2 (LGD3)
Outlook action:
Issuer: U.S. Acute Care Solutions, LLC
Outlook assigned stable.
RATINGS RATIONALE
The B2 CFR reflects USACS' market position as the fourth largest emergency department physician staffing provider, high financial leverage, and material execution risk associated with an active debt-funded acquisition strategy. Further, USACS has some geographic concentration with Texas, Maryland and Ohio representing approximately 50% of business volumes. Moody's estimates that the company's proforma debt/EBITDA at the close of the refinancing transaction, including certain add-backs for transaction expenses on COVID-related one-time expenses, will approximate 5.0 times.
The B2 CFR is supported by USACS' strong competitive position in the markets where it operates. The company has relationships with approximately half of the top ten health systems in the US. In USACSs rating, Moody's incorporates the benefits of USACS' ownership model, in which the physicians own a significant stake in the company. This results in high alignment between the interests of the company and its physician-owners. However, these benefits are partially offset by the risk that the company (which is a non-public company) will need to "buy out" physicians who seek to retire or otherwise leave the organization, possibly by issuing debt.
Moody's notes that a very significant portion of USACS' capital structure is provided by the $466 million in perpetual, redeemable preferred stock. These securities provide a strong loss-absorption cushion to creditors in the event of default. However, if the company's restricted payment capacity (as defined in the notes offering memorandum) allows, the company has an option to redeem its preferred shares between the third and fifth anniversaries of the proposed refinancing transaction. Moreover, Apollo also has the right to request full redemption of its preferred share investment beginning in year 6. If USACS is unable to redeem the preferred shares fully after five years, its cost of using the preferred capital provided by Apollo will increase substantially, and Apollo can force the sale of the company. Consequently, Moody's recognizes the likelihood of a material change in the company's capital structure starting from the third -- but more likely following the fifth -- anniversary of the proposed transaction. Depending on how the company's capital structure evolves, Moody's will update its credit analysis accordingly.
The rating also reflects the company's good liquidity profile. This liquidity assessment is supported by Moody's expectations of $5-$10 million in free cash flow in the next 12 months as well as cash balances of approximately $20 million at the end of March 2021. It also reflects Moody's expectation of full availability under the company's $75 million senior secured first lien revolver (unrated).
The stable outlook reflects Moody's expectation that the company will continue its expansion while employing a balanced growth strategy and keeping leverage in 4.5 - 6.0 times range.
Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. In addition, as a provider of emergency room staffing to hospitals, USACS faces high social risk. The No Surprise Act, which was signed into law in December 2020, will take the patient out of the provider-payor dispute. The inability to bill out-of-network patients for amounts over in-network rates will impact those companies that have sizeable out-of-network revenues. The extent to which each company will be impacted will depend on the percentage of out-of-network patients they treat and their specific billing and collections practices, including how often they balance bill and how aggressively they pursue collecting these balances. Moody's expects the company's financial policies to remain aggressive reflecting the PE sponsor's (Apollo Management L.P) significant preferred equity investment. However, since the physicians will control the vast majority of the common equity stake in the company, they will also have a material influence in deciding the company's policies. Moody's does not consider the environmental component of ESG material to the overall credit profile of the issuer.