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.