Patient Square Capital acquires Hanger, Inc. (2022)

Deal facts

Buyer: Patient Square Capital
Target: Hanger, Inc.
Deal value: Not disclosed
Announced: 21 July 2022
Status: Completed
Sector: Healthcare
Country: United States
Consideration: cash

Sources

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Deal timeline

1 update

3 Oct 2022CompletedClosed
Patient Square Capital completes acquisition of Hanger, Inc.
Introductory Note This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of July 21, 2022 (the “Merger Agreement”), by and among Hanger, Inc., a Delaware corporation (the “Company”), Hero Parent, Inc., a Delaware corporation (“Parent”), and Hero Merger Sub, Inc., a Delaware
Source

OpinionExit Mode editorial

We see a clear signal in the Patient Square Capital acquisition of Hanger, Inc. announced on 21 July 2022. This transaction represents a classic going-private move within the US healthcare sector. The buyer has committed to a cash consideration structure, which removes the immediate volatility of public market pricing for the target. For the SME founder watching from the sidelines, this deal underscores that operational complexity in healthcare does not preclude a clean exit if the buyer possesses the right balance sheet and sector focus.

The shift from public to private ownership often invites scrutiny regarding regulatory clearance, particularly in the US where competition authorities monitor consolidation in essential services. While the JSON does not specify the final regulatory hurdles faced, the nature of a going-private deal in this sector implies that change-of-control covenants and antitrust thresholds were likely central to the negotiation phase. The decision to pay entirely in cash suggests the buyer sought to avoid the dilution or earn-out contingencies that often complicate public-to-private transitions. This approach signals a high degree of confidence in the target's standalone cash flow and a desire to execute a swift, definitive transfer of control without the distraction of ongoing shareholder reporting.

We think the strategic value here lies in the ability to restructure without the short-term earnings pressure of a listed entity. Patient Square Capital has taken Hanger, Inc. off the public stage, allowing for long-term operational adjustments that might have been difficult under public scrutiny. This is a vital lesson for founders who feel their public listing is hindering necessary strategic pivots. The deal confirms that private capital remains a viable, and often preferred, route for mature healthcare businesses seeking to optimise their position away from quarterly market expectations.

Your immediate action this week should be to review your current shareholder covenants and identify any clauses that restrict operational flexibility or mandate specific reporting frequencies. If you are considering a sale, use this deal as a benchmark to negotiate for a cash-only consideration structure that eliminates post-close earn-out risks, ensuring you retain full control over the strategic direction of your business once the deal closes.

Editorial opinion. Not financial or legal advice.

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