Byram Healthcare Centers, Inc. entered into an agreement to acquire Apria, Inc. (NasdaqGS:APR) from Blackstone Inc. (NYSE:BX), John G. Figueroa and Daniel J. Starck and others for $1.4 billion on January 7, 2022. Under the agreement, Byram Healthcare's parent, Owens & Minor, Inc. (NYSE:OMI) (OMI) will acquire all shares and securities of Apria for $37.5 each in cash. The transaction represents an equity value of approximately $1.45 billion and also includes the assumption of debt and cash for a total transaction value of approximately $1.6 billion. The price per share represents a 26% and 24% premium over Apria's closing share price on January 7, 2022 and 30-day volume weighted average price, respectively. The transaction will be funded with cash on hand and additional debt. MI has obtained debt financing commitments to finance the transaction from JPMorgan Chase Bank, N.A., pursuant to which, JPMorgan has agreed to provide committed acquisition debt financing in the form of a term loan B facility in an aggregate principal amount of $1.9 billion and an increase to its revolving credit commitments under OMI's existing credit agreement in an aggregate principal amount of $35 million (which existing credit agreement currently provides for borrowing capacity of $300 million). Pursuant to the commitment letter, JPM Morgan Chase Bank, N.A. has also agreed to arrange for an additional increase to the revolving credit commitments under existing credit agreement in an aggregate principal amount of $65 million. As of March 18, 2022, Owens & Minor launched a private offering of $500 million aggregate principal amount of senior notes due 2030 to finance the transaction. As of March 23, 2022, Owens & Minor increased the private offering to $600 million aggregate principal amount of senior notes due 2030. Apria surviving the Merger as an indirect, wholly owned subsidiary of Owens. In the event of termination, Apria will pay a termination fee of $41.97 million. Upon closing of transaction, Apria Common Stock will be delisted from The Nasdaq Stock Market LLC. The deal would add another 6,500 Apria employees to Owens & Minor's roster of about 15,000 employees. Apria will complement Byram Healthcare business. There are no layoffs anticipated as a result of transaction.

The transaction is subject to expiration or early termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals, among others. The Board of Apria unanimously approved the transaction and recommends the shareholder to vote in favor of the transaction. OMI's Board has also unanimously approved the transaction. John G. Figueroa and Daniel J. Starck collectively holding 42.9% stake in Apria have entered into voting support agreement. As of February 23, 2022, the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The deal is expected to close during the first half of 2022. The transaction is expected to be year-one accretive across key financial metrics and free cash flow enhancement. The transaction is also expected to be accretive to revenue and EBITDA, and enhances FCF generation.

Evercore Inc. (NYSE:EVR) and J.P. Morgan Securities LLC acted as financial advisors to OMI. Citigroup Global Markets Inc. acted as financial advisor while Goldman Sachs & Co. LLC acted as financial advisor and provided fairness opinion to Apria. Eric L. Schiele, Maggie D. Flores, Tim Cruickshank, Jennifer Lee, Thomas Dobleman, Andrea Murino, Stephen Jacobson, Chad Ehrenkranz and Lindsay Borgeson of Kirkland & Ellis LLP acted as legal advisors to OMI. Austin Uhm, Beini Chen, Kevin Perron, Anthony F. Vernace, Jeannine McSweeney, Peter Guryan, Max Fischer-Zernin, Daniel Kay, Edgar Lewandowski, Jonathan Goldstein, Ruoxi Zhang, Lori Lesser, Vanessa Burrows, Krista McManus, Dennis Loiacono, Charles Mathes and Michael Chao of Simpson Thacher & Bartlett LLP acted as legal advisors to Apria. Stephen M. Kotran of Sullivan & Cromwell LLP counsel to Evercore Inc.