Sidley, Latham and Cleary Gottlieb advise on $9bn US healthcare merger

Walgreens-backed VillageMD acquires Warburg Pincus-backed Summit Health-CityMD
A photo of the sign outside Walgreens Boots Alliance headquarters

Walgreens invests $3.5bn in VillageMD's acquisition of Summit Health-CityMD Shutterstock

Sidley Austin, Latham & Watkins and Cleary Gottlieb Steen & Hamilton have advised on Walgreens Boots Alliance-backed Village MD’s acquisition of fellow primary care provider Summit Health-CityMD in a deal worth almost $9bn.

Sidley advised Walgreens on the transaction, while Latham advised VillageMD and Cleary Gottlieb represented Summit Health-CityMD, which was owned by private equity firm Warburg Pincus. The deal will create a ‘multi-payer’ platform to deliver affordable healthcare to patients in the US, with more than 680 locations across the country. Walgreens will take a stake of around 53% in the combined business, which it helped finance through a $3.5bn debt and equity investment. The transaction is expected to close in the first quarter of next year.

Roz Brewer, CEO of Walgreens, said: “Summit Health-CityMD joining VillageMD is transformational for our US healthcare segment and reinforces our intent to create greater access to quality healthcare across the care continuum. This transaction accelerates growth opportunities through a strong market footprint and wide network of providers and patients across primary, specialty and urgent care.”

Sidley’s team was led by Chicago-based M&A and private equity partners Joe Michaels and Chris Abbinante and managing associate Leigh Rorick.

Latham’s team was led by corporate partners Nathan Ajiashvili, John Giouroukakis and Dennis Lamon in New York and Dan Hoffman in Boston, with support from associates Erik Thompson, Elizabeth Kim, Alex Bernstein, Michael Wright, Kaj Nielsen, Matt DeSilva, and Jihoo Kim. New York partner Jocelyn Noll provided tax advice, Washington DC-based partners David Della Rocca and Stuart Kurlander advised on benefits and compensation and healthcare regulatory matters respectively, while Boston partner Sarah Gagan provided IP advice.

Cleary Gottlieb's team on the deal included corporate and M&A partners Matt Salerno and Paul Imperatore in New York, antitrust partners Ken Reinker and Jeremy Calsyn in Washington DC, tax partner Jason Factor in New York and executive compensation and benefits partner Michael Albano, also in New York. Meantime, New York partners Meme Peponis and Katie Reaves provided debt finance advice, while Big Apple colleague Daniel Ilan provided IP advice.

Walgreens earlier this year abandoned a sale of Boots, which it acquired in 2014 after taking a minority stake in the UK pharmacy chain two years earlier. The company cited ‘unexpected and dramatic change’ in financial markets for its decision to back out of the divestment plans.

Sidley, Latham and Cleary Gottlieb were all inside the top 15 of Refinitiv’s global M&A advisory rankings by deal value at the end of the third quarter. Latham was ranked highest in third spot, working on 497 deals worth almost $261bn. Cleary Gottlieb was 10th, working on 89 deals worth almost $176bn. Sidley ranked 13th, working on 297 deals worth $152bn.

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