Banking Recap

M&A Transaction Announced

Fortrea Holdings Inc., a Durham, North Carolina-based global contract research organization (CRO), announced on March 11, 2024 that it had signed a definitive agreement to divest its Endpoint Clinical and Fortrea Patient Access businesses, part of its Enabling Services segment, to private equity firm Arsenal Capital Partners. The divestiture was intended to let Fortrea sharpen its strategic focus as a pure-play CRO covering phases 1 through 4 of clinical development, while creating a standalone business for Endpoint's Randomization and Trial Supply Management (RTSM) solutions and Fortrea Patient Access's HUB services and patient support offerings.

Mar 11, 2024·SEC EDGAR (8-K)·pending regulatory·divestiture of Enabling Services segment businesses to financial sponsor

This extraction is sourced from Fortrea's 8-K exhibit (Exhibit 99.2) filed with the SEC on March 11, 2024, carrying the press release announcing the signed definitive divestiture agreement. The deal was still pending as of this filing, targeted to close in the second quarter of 2024 subject to customary closing conditions, regulatory approvals, and the parties entering into certain services and operating agreements.

Barclays served as exclusive financial advisor to Fortrea on the sale, holding a sole advisory mandate for the seller; the press release does not name any financial advisor representing Arsenal Capital Partners, the buyer.

On the legal side, Smith Anderson served as legal counsel to Fortrea, while Sidley Austin LLP served as legal counsel to Arsenal.

The divested businesses had a long operating history: Endpoint Clinical had supported more than 1,750 clinical trials involving 875,000 patients across 90 countries over more than 15 years, while Fortrea Patient Access had served the biopharmaceutical industry with patient support, product access, affordability and adherence solutions for more than 30 years, supporting over 2.5 million patients and more than 100 unique brands at the time of the announcement. Sam Osman, Fortrea's president of Enabling Services, was to become CEO of the divested businesses alongside Arsenal.

The press release does not disclose the purchase price or any financial terms of the divestiture, the advisory fee paid to Barclays, or the identity of any financial advisor representing Arsenal Capital Partners in the transaction.