Alliance Physical Therapy Management, LLC entered into membership interest purchase agreement to acquire Agility Health, LLC from Agility Health, Inc. (TSXV:AHI) and Alaris USA Inc. for $45 million on February 2, 2018. Under the terms of the agreement, $25 million will be paid to Alaris USA, Inc. and $20 million will be paid to Agility Health. Alaris USA will receive $22.23 million plus a cash payment equal to the aggregate amount of all installments of the Class B distribution and Class C distribution with respect to Alaris’ membership interests that are either due and payable as of the closing date or accrued and unpaid as of the closing date plus an escrow amount of $1.5 million. Agility Health will receive $45 million less the consideration paid to Alaris USA minus the escrow amount of $0.8 million minus the closing indebtedness and other expenses minus estimated Alaris and Agility expenses minus estimated closing cash plus estimated working capital excess minus estimated working capital shortfall. The transaction is subject to customary closing conditions and regulatory approvals, including approval of shareholders by Agility Health, parent company of Agility Health, LLC and the TSX Venture Exchange. The Agility Board of Directors formed a special committee comprised of independent board members to review the transaction. The transaction is expected to close by February 28, 2018. As of February 23, 2018, TSX Venture Exchange approved the transaction. Ryan Buckley of Livingstone Partners LLC acted as the financial advisor to Agility Health, LLC and Richard Gale of Arent Fox LLP acted as a legal advisor to Alliance Physical and GPB Capital. Ronald G. Skloss of Greenberg Traurig, LLP acted as legal advisor for Alaris Royalty Corp., parent of Alaris USA. Dustin Daniels of Miller Johnson acted as legal advisor for Agility Health, Inc. U.S. Bank National Association acted as escrow agent in the transaction. Wildeboer Dellelce acted as legal advisor to Agility Health. Alliance Physical Therapy Management, LLC completed the acquisition of Agility Health, LLC from Agility Health, Inc. (TSXV:AHI) and Alaris USA Inc. on February 28, 2018. As of February 28, 2018, Agility health shareholders and TSX Venture approved the transaction. As per the terms, $22.2 million of the purchase price was paid to Alaris in accordance with the terms of the Second Amended and Restated Limited Liability Agreement of Agility LLC between Alaris and Agility Health Holdings, Inc., which represents the purchase price for Alaris’ Class B and C units in Agility LLC. Agility Health Holdings received $21.2 millon, which represents the portion of the purchase price for its Class A Units in Agility LLC plus $1.2 million for cash on hand at closing. At the closing of the transaction, Agility received $1.2 million in cash plus the following escrows that were deducted from the Agility Payment: (i) $0.3 million held in escrow until May 4, 2018 when certain post-closing adjustments to the Purchase Price were accounted for; (ii) $0.5 million held in escrow for 18 months in order to secure Agility’s indemnity obligations under the Purchase Agreement; (iii) $0.76 million which represented Agility’s expenses for the transaction; (iv) $19.7 million which was used to repay financial obligations of Agility LLC and its subsidiaries as well as certain indebtedness of Agility Health outstanding at the closing of the transaction including, without limitation, the repayment of Agility Health, Inc.’s outstanding convertible debentures. Agility Health, Inc. intends to use the funds for general working capital purposes and to provide capital to grow Agility Health’s Canadian subsidiary that will constitute the primary business and asset of Agility Health post-transaction.