Under the terms of the Agreement and Plan of Merger, dated September 21, 2025, Premier stockholders received $28.25 in cash per share of Class A common stock, a transaction Premier's press release described as valued at $2.6 billion. The $28.25 per-share price represented a 23.8% premium to Premier's 60-day volume-weighted average price as of September 5, 2025, the last trading day before media reports of a potential transaction. The DEFM14A states the Board considered the merger consideration a premium over the unaffected share price and that the deal was not subject to a financing condition. Premier's closing 8-K disclosed that total cash consideration payable to equityholders at closing was approximately $2.4 billion, while the proxy statement separately estimated total funds needed to complete the merger and related transactions, including repayment of existing debt and fees, at approximately $2.8 billion. No aggregate enterprise value figure was stated outright in the filings reviewed, though Goldman Sachs' premia-paid analysis in the proxy referenced comparable LBO transactions with disclosed enterprise values between $2 billion and $5 billion as a benchmark set, not as a disclosed valuation of Premier itself.
In its fairness analysis, Goldman Sachs (one of Premier's two financial advisors) performed an illustrative present-value-of-future-share-price analysis applying an EV/NTM EBITDA multiple range of 7.0x to 9.0x to the company's projected fiscal 2026-2028 EBITDA, which, combined with other adjustments and a 10.2% discount rate, produced an implied present value range of $22.18 to $30.86 per share. This was one of several analyses (also including a premia-paid analysis using 79 comparable all-cash LBO transactions from 2018-2025, which showed a median premium of 32%) that informed, but were separate from, the final agreed price of $28.25 per share.
The deal is funded through a combination of equity financing from the Patient Square Capital Fund and debt financing from lenders party to a debt commitment letter, with Parent having obtained commitments for a $1,450 million senior secured first lien term loan facility and a $225 million senior secured revolving credit facility, as disclosed in Premier's Item 1.01 Form 8-K. Concurrently with closing, Premier repaid all loans and terminated commitments under its existing Amended and Restated Credit Agreement with Wells Fargo Bank as administrative agent. No debt or earnings-accretion/dilution metrics (this being a going-private cash transaction rather than a stock-for-stock bank merger) were disclosed, nor was a specific synergies figure disclosed in the filings reviewed.
According to the DEFM14A's "Background of the Merger" section, Premier's board had explored strategic alternatives since November 2021, including a prior 2022-2023 process that contacted approximately 25 potential counterparties and produced one serious bidder ("Party A"), whose proposal fell through in December 2023 when Party A sought a price below Premier's then-trading level. That process was formally terminated in February 2024. A new process began after an April 2, 2025 lunch meeting in New York between Premier's CEO Michael Alkire, CFO Glenn Coleman, a BofA Securities representative, and Patient Square Capital advisory council member Brian McCarthy, which led to preliminary interest from Patient Square Capital, a confidentiality agreement on April 22, 2025, and ultimately exclusive negotiations culminating in the signed merger agreement on September 21, 2025. The Board's Transaction Committee held 14 meetings during the process.
Board Chair Richard Statuto said the Board "unanimously approved this transaction, after careful consideration of a wide range of strategic alternatives in recent years and consultation with our financial and legal advisors," and that the deal would "deliver immediate and certain value to our stockholders, while simultaneously providing the Company with access to additional capital." CEO Michael Alkire said that "transitioning to private ownership will once again enhance the Company's financial flexibility and provide additional resources to accelerate the advancement and tech-enablement of our product portfolio." Patient Square Founding Partner Neel Varshney, M.D. said the firm has "long admired Premier as an innovator of essential services and products to its members" and sees "tremendous opportunity for Premier to continue growing its differentiated portfolio in supply chain services, data and technology offerings, and consulting solutions."
Goldman Sachs & Co. LLC and BofA Securities, Inc. served as financial advisors to Premier, with Wachtell, Lipton, Rosen & Katz serving as Premier's legal counsel and Cravath, Swaine & Moore LLP serving as legal advisor to the Board's Transaction Committee. Joele Frank, Wilkinson Brimmer Katcher served as Premier's strategic communications advisor, and Innisfree M&A Incorporated served as proxy solicitation agent. On the buyer side, Kirkland & Ellis LLP served as legal counsel and Ropes & Gray served as health care legal counsel to Patient Square Capital, while Jefferies LLC and Santander served as financial advisors and Perella Weinberg Partners LP served as debt capital markets advisor to Patient Square.
The merger agreement included a termination fee payable by Premier to Parent of approximately $66,215,100 under specified circumstances, including a change of Board recommendation or termination to accept a superior proposal, and a reverse termination fee payable by Parent to Premier of approximately $168,550,000, guaranteed by affiliates of Patient Square Capital, if the Company terminated due to Parent's uncured breach or failure to close. The outside date for closing was March 21, 2026, subject to one three-month extension under certain conditions, though the transaction closed well ahead of that date.
The transaction received approval from Premier stockholders at a November 21, 2025 special meeting, where holders of 64,965,155 shares (representing the vast majority of the approximately 79% of outstanding shares that voted) voted in favor of the merger agreement proposal, against 52,235 votes and 486,484 abstentions. The merger closed on November 25, 2025. At the effective time, Premier's Class A common stock was converted into the right to receive the $28.25 per-share merger consideration, the stock was delisted from Nasdaq, and the registrant's certificate of incorporation and bylaws were amended and restated. CEO Michael Alkire and CFO/Chief Administrative Officer Glenn Coleman became the Company's directors, while the Company's prior independent directors (including Board Chair Richard Statuto) resigned.