GI Partners, LLC and Allscripts Healthcare Solutions, Inc. (NasdaqGS:MDRX) signed a definitive agreement to acquire Netsmart Technologies Inc. from Genstar Capital Partners V, L.P. of Genstar Capital, LLC and Salmon River Capital LLC for $950 million on March 20, 2016. The transaction will be financed by UBS AG, Stamford Branch, and UBS Securities LLC with debt financing of up to $612 million. In the event that the transaction is terminated by GI Partners, LLC then Netsmart Technologies will receive a termination fee of $71.25 million. The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval of shareholders, the escrow Agent shall have executed and delivered the escrow Agreement and customary regulatory and closing conditions. The Board of Directors of GI Partners, LLC, Allscripts Healthcare Solutions and Netsmart Technologies approved the transaction. The transaction is expected to close in late April 2016. As of April 15, 2016, deal was approved by FTC. Allscripts management expects the transaction to be accretive to 2016 adjusted EBITDA and neutral to non-GAAP earnings per share in 2016.

Houlihan Lokey acted as financial advisor to GI Partners and UBS Investment Bank acted as financial advisors in the transaction. Scott Haber and Josh Dubofsky of Latham & Watkins LLP acted as legal advisor and JP Morgan Securities, LLC and William Blair and Company, LLC acted as financial advisor to Netsmart, Gary Gerstman and Seth Katz of Sidley Austin LLP acted as legal advisors to Allscripts in the transaction and Scott Haber, Josh Dubofsky, Mark Bekheit, Kevin Tsai, Joshua Holian, Scott Thompson, Mark Burgreen, Glen Collyer, Thomas Alcorn, Jeffrey Tochner, Ben Haas, Heather Deixler, Elizabeth Richards and Grace Chen of Latham & Watkins LLP acted as legal advisors to Genstar Capital Partners V, L.P. in the transaction. Chris Tofalli of Chris Tofalli Public Relations acted as PR advisor in the transaction. William J. Simpson, Jason M. Rednour, Christopher Sheaffer, Lindsay R. Sparks, Michael Tran, Brian Carter, Michael D. Purtill, Colby Gifford, Douglas A. Schaaf, Holly Snow, Jason Griffith, Jonathan Williams and Aref Afsari and Brandon G. Howald of Paul Hastings LLP acted as legal advisors for GI Partners.

GI Partners, LLC and Allscripts Healthcare Solutions, Inc. (NasdaqGS:MDRX) completed the acquisition of Netsmart Technologies Inc. from Genstar Capital Partners V, L.P. of Genstar Capital, LLC and Salmon River Capital LLC on April 19, 2016.