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Astrana Health Announces Closing of Prospect Health Acquisition

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Astrana Health (NASDAQ: ASTH) has completed the acquisition of Prospect Health for $708 million, down from the initially announced $745 million. Prospect Health is a value-based care network with 11,000+ providers serving approximately 600,000 members across multiple states.

The acquisition is expected to contribute $1.2 billion in revenue and $81 million in adjusted EBITDA annually, with anticipated synergies of $12-15 million over the next 12-18 months. Astrana has updated its 2025 guidance to $3.1-3.3 billion in total revenue and $215-225 million in adjusted EBITDA.

Post-acquisition, Astrana will have $700 million in net debt and aims to reduce its net leverage ratio to below 2.5x within 12-18 months.

Astrana Health (NASDAQ: ASTH) ha completato l'acquisizione di Prospect Health per 708 milioni di dollari, rispetto ai 745 milioni inizialmente annunciati. Prospect Health è una rete di assistenza basata sul valore con oltre 11.000 fornitori che servono circa 600.000 membri in diversi stati.

L'acquisizione dovrebbe generare 1,2 miliardi di dollari di ricavi e 81 milioni di dollari di EBITDA rettificato all'anno, con sinergie previste tra 12 e 15 milioni di dollari nei prossimi 12-18 mesi. Astrana ha aggiornato le previsioni per il 2025 a 3,1-3,3 miliardi di dollari di ricavi totali e 215-225 milioni di dollari di EBITDA rettificato.

Dopo l'acquisizione, Astrana avrà un debito netto di 700 milioni di dollari e punta a ridurre il rapporto di leva finanziaria netta sotto 2,5x entro 12-18 mesi.

Astrana Health (NASDAQ: ASTH) ha completado la adquisición de Prospect Health por 708 millones de dólares, una cifra inferior a los 745 millones anunciados inicialmente. Prospect Health es una red de atención basada en el valor con más de 11.000 proveedores que atienden aproximadamente a 600.000 miembros en varios estados.

Se espera que la adquisición aporte 1.200 millones de dólares en ingresos y 81 millones de dólares en EBITDA ajustado anualmente, con sinergias previstas de 12 a 15 millones de dólares en los próximos 12-18 meses. Astrana ha actualizado sus previsiones para 2025 a 3.100-3.300 millones de dólares en ingresos totales y 215-225 millones de dólares en EBITDA ajustado.

Tras la adquisición, Astrana tendrá una deuda neta de 700 millones de dólares y aspira a reducir su ratio de apalancamiento neto por debajo de 2,5x en un plazo de 12-18 meses.

Astrana Health (NASDAQ: ASTH)는 당초 발표된 7억 4,500만 달러에서 인하된 7억 800만 달러에 Prospect Health 인수를 완료했습니다. Prospect Health는 여러 주에 걸쳐 약 60만 명의 회원에게 서비스를 제공하는 11,000명 이상의 제공자로 구성된 가치 기반 케어 네트워크입니다.

이번 인수는 연간 12억 달러의 매출8,100만 달러의 조정 EBITDA 기여가 예상되며, 향후 12-18개월 동안 1,200만~1,500만 달러의 시너지 효과가 기대됩니다. Astrana는 2025년 가이던스를 총 매출 31억~33억 달러와 조정 EBITDA 2억 1,500만~2억 2,500만 달러로 업데이트했습니다.

인수 후 Astrana는 7억 달러의 순부채를 보유하게 되며, 12-18개월 내에 순레버리지 비율을 2.5배 이하로 낮추는 것을 목표로 하고 있습니다.

Astrana Health (NASDAQ : ASTH) a finalisé l'acquisition de Prospect Health pour 708 millions de dollars, en baisse par rapport aux 745 millions initialement annoncés. Prospect Health est un réseau de soins axé sur la valeur, comptant plus de 11 000 prestataires desservant environ 600 000 membres dans plusieurs États.

Cette acquisition devrait générer 1,2 milliard de dollars de revenus et 81 millions de dollars d'EBITDA ajusté annuellement, avec des synergies attendues entre 12 et 15 millions de dollars sur les 12 à 18 prochains mois. Astrana a mis à jour ses prévisions pour 2025, avec un chiffre d'affaires total compris entre 3,1 et 3,3 milliards de dollars et un EBITDA ajusté entre 215 et 225 millions de dollars.

Après l'acquisition, Astrana affichera une dette nette de 700 millions de dollars et vise à réduire son ratio d'endettement net en dessous de 2,5x d'ici 12 à 18 mois.

Astrana Health (NASDAQ: ASTH) hat die Übernahme von Prospect Health für 708 Millionen US-Dollar abgeschlossen, was unter den ursprünglich angekündigten 745 Millionen US-Dollar liegt. Prospect Health ist ein wertorientiertes Versorgungsnetzwerk mit über 11.000 Anbietern, das etwa 600.000 Mitglieder in mehreren Bundesstaaten betreut.

Die Übernahme soll jährlich 1,2 Milliarden US-Dollar Umsatz und 81 Millionen US-Dollar bereinigtes EBITDA beitragen, mit erwarteten Synergien von 12 bis 15 Millionen US-Dollar in den nächsten 12-18 Monaten. Astrana hat seine Prognose für 2025 auf 3,1 bis 3,3 Milliarden US-Dollar Gesamtumsatz und 215 bis 225 Millionen US-Dollar bereinigtes EBITDA aktualisiert.

Nach der Übernahme wird Astrana 700 Millionen US-Dollar Nettoverschuldung haben und strebt an, seine Nettoverschuldungsquote innerhalb von 12-18 Monaten auf unter 2,5x zu senken.

Positive
  • Acquisition price reduced by $37 million to $708 million, demonstrating disciplined capital deployment
  • Expected contribution of $1.2 billion in revenue and $81 million in adjusted EBITDA annually
  • Anticipated synergies of $12-15 million over next 12-18 months
  • Expansion of network to 11,000+ additional providers and 600,000 new members
  • Strengthened presence in multiple states including California, Texas, Arizona, and Rhode Island
Negative
  • $700 million of net debt added to balance sheet post-acquisition
  • Will take 12-18 months to reduce leverage ratio to target levels below 2.5x
  • Integration risks and potential operational challenges during merger period

Insights

Astrana Health's $708M acquisition of Prospect Health strengthens market position, adds 600K members, and supports financial projections despite reduced purchase price.

Astrana Health has successfully closed its acquisition of Prospect Health for $708 million, slightly below the originally announced $745 million price tag. This strategic acquisition significantly expands Astrana's footprint by integrating Prospect's network of over 11,000 providers across multiple states and approximately 600,000 members across various insurance programs.

The financial implications are substantial. Prospect Health is expected to contribute $1.2 billion in annual revenue and $81 million in adjusted EBITDA on a full-year basis. Management projects $12-15 million in synergies over the next 12-18 months, demonstrating clear cost-saving opportunities. To reflect the half-year contribution, Astrana has updated its 2025 guidance to total revenue between $3.1-3.3 billion and adjusted EBITDA of $215-225 million.

The acquisition does increase Astrana's leverage, with approximately $700 million of net debt now on its balance sheet. However, management has committed to reducing the net leverage ratio to below 2.5x over the next 12-18 months, indicating a disciplined approach to capital management. The 4.9% reduction in purchase price from the original announcement demonstrates Astrana's focus on shareholder value while maintaining conviction in the acquisition's strategic benefits.

This transaction transforms Astrana's scale in the value-based care space, increasing their provider network to over 20,000 physicians and expanding their patient base to 1.6 million. The acquisition of Prospect's integrated assets – including a restricted Knox-Keene-licensed health plan, management services organization, specialty pharmacy, and acute care hospital – provides Astrana with additional capabilities to manage the full spectrum of patient care, potentially improving margins through vertical integration.

ALHAMBRA, Calif., July 2, 2025 /PRNewswire/ -- Astrana Health, Inc. ("Astrana," and together with its subsidiaries and affiliated entities, the "Company") (NASDAQ: ASTH), a physician-centric, technology-enabled healthcare company empowering providers to deliver accessible, high-quality, and high-value care to all, today announced it closed the acquisition of Prospect Health on July 1st, 2025.

Prospect Health is a value-based, integrated care delivery network which coordinates the delivery of high-quality care for all. With a network of over 11,000 providers across Southern California, Texas, Arizona, and Rhode Island in its medical groups, Prospect enables providers to deliver payer-agnostic, patient-centered care to approximately 600,000 members across Medicare Advantage, Medicaid, and Commercial lines of business. Prospect Health also operates a California Restricted Knox-Keene-licensed health plan, a management services organization, a specialty pharmacy, and a fully-accredited acute care hospital.

The Company completed the acquisition of Prospect Health for a total purchase price of $708 million, a reduction from the originally announced $745 million in accordance with the terms of the executed Purchase Agreement. The updated purchase price underscores the Company's commitment to disciplined capital deployment, while maintaining full conviction in the value creation potential of the asset. The acquisition of Prospect Health will deepen Astrana's capabilities in providing access to high-quality and high-value care to communities across the country.

"We are excited to welcome Prospect Health's physicians, providers, and team members to Astrana Health," said Brandon Sim, President and CEO of Astrana. "Together, we will further accelerate our mission to drive consistent, coordinated, high-quality patient outcomes at scale, ultimately driving greater value across the healthcare ecosystem."

Astrana continues to expect Prospect Health to contribute approximately $1.2 billion in total revenue and $81 million in adjusted EBITDA on a full-year basis, as previously announced. The Company also continues to anticipate realizing between $12 million to $15 million of synergies over the next twelve to eighteen months.

To reflect the half-year contribution from Prospect, Astrana is updating its full-year 2025 guidance to total revenue between $3.1 billion and $3.3 billion and adjusted EBITDA between $215 million and $225 million. In addition, the Company is also reiterating its second quarter, 2025 guidance.

With the close of the transaction, Astrana will now have approximately $700 million of net debt on its consolidated balance sheet. Management remains committed to reducing the Company's net leverage ratio to below 2.5x over the next twelve to eighteen months.

Truist Securities led a syndicate of banks who provided a term loan used to finance the acquisition of Prospect Health. J.P. Morgan served as exclusive financial advisor to Astrana in connection with the transaction. 

About Astrana Health

Astrana Health is a physician-centric, AI-powered healthcare company committed to delivering high-quality, patient-centered care. Built from the physician's perspective, Astrana combines its scalable care delivery infrastructure, proprietary technology platform, and aligned provider networks to enable proactive, preventive care at scale - improving patient outcomes, enhancing patient experiences, supporting provider well-being, and driving greater value across the healthcare system.

Today, Astrana supports more than 20,000 providers and over 1.6 million patients in value-based care arrangements through its affiliated provider networks, management services organization, and integrated care delivery clinics spanning primary, specialty, and ancillary care. Together, Astrana is building the healthcare system we all deserve - one that delivers better care, better experiences, and better outcomes for all. For more information, visit www.astranahealth.com.

FOR MORE INFORMATION, PLEASE CONTACT:
 Grant Hesser, Investor Relations
 grant.hesser@astranahealth.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include words such as "forecast," "guidance," "projects," "estimates," "anticipates," "believes," "expects," "intends," "may," "plans," "seeks," "should," or "will," or the negative of these words or similar words. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, risks arising from the diversion of management's attention from the Company's ongoing business operations, an increase in the amount of costs, fees and expenses and other charges related to the acquisition transaction described in this press release (the "Transaction"), risks of disruption to the Company's business as a result of the closing of the acquisition, risks that the Transaction disrupts current plans and operations of the Company or sellers and potential difficulties in employee retention as a result of the Transaction, the Company's ability to pay the interest and principal on the Second Amended and Restated Credit Agreement, and the Company's ability to implement business plans, forecasts and other expectations after Closing, realize the intended benefits of the Transaction, and identify and realize additional opportunities following the Transaction, as well as the other risks and uncertainties identified in filings by the Company with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended or supplemented by additional risk factors set forth in subsequent quarterly reports on Form 10-Q and other reports filed with the Securities and Exchange Commission. The Company does not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any other document, whether as a result of new information, future events, or otherwise, except as may be required by any applicable securities laws.

The preliminary financial results and forecasts are based on assumptions and estimates made by Astrana's management and currently available information and are inherently uncertain and subjective. The preliminary financial results and forecasts do not take into account any events occurring after the date they were prepared. As a result, there can be no assurance that the projected results will be realized or that actual results will not be higher or lower than projected. Astrana does not have an obligation to update the forecasts at any time in the future. The preliminary financial results and forecasts are unaudited and the audited financials may differ from these numbers in material respects.

Use of Non-GAAP Financial Measures

This press release contains the non-GAAP financial measures such as Adjusted EBITDA, of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles ("GAAP") is net income, and net leverage ratio, of which the most directly comparable financial measure presented in accordance with GAAP is total debt and net income. These measures are not in accordance with, or alternatives to GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation. The Company defines net leverage ratio as net debt over Adjusted EBITDA. Net debt is defined as current and non-current debt, operating leases, and finance leases, less cash and cash equivalents and marketable securities. The Company uses net leverage ratio for financial and operational decision-making and debt management.

The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company's ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other companies may calculate Adjusted EBITDA and net leverage ratio differently, limiting the usefulness of these measures for comparative purposes. To the extent this release contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The Company has not provided a quantitative reconciliation of applicable non-GAAP measures, such as the projected Adjusted EBITDA, to the most comparable GAAP measure, such as net income, on a forward-looking basis within this press release because the Company is unable, without unreasonable efforts, to provide reconciling information with respect to certain line items that cannot be calculated. These items, which could materially affect the computation of forward-looking GAAP net income are inherently uncertain and depend on various factors, some of which are outside of the Company's control.

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SOURCE Astrana Health, Inc.

FAQ

How much did Astrana Health (ASTH) pay for Prospect Health acquisition?

Astrana Health paid $708 million for Prospect Health, which was reduced from the originally announced price of $745 million.

What is the revenue impact of Prospect Health acquisition on Astrana Health?

Prospect Health is expected to contribute $1.2 billion in total revenue and $81 million in adjusted EBITDA on a full-year basis.

What is Astrana Health's updated 2025 guidance after the Prospect acquisition?

Astrana updated its 2025 guidance to total revenue between $3.1-3.3 billion and adjusted EBITDA between $215-225 million.

How many providers and members does Prospect Health add to Astrana's network?

Prospect Health adds over 11,000 providers across multiple states and approximately 600,000 members across Medicare Advantage, Medicaid, and Commercial lines of business.

What is Astrana Health's debt position after the Prospect acquisition?

Post-acquisition, Astrana has $700 million of net debt and plans to reduce its net leverage ratio to below 2.5x over the next 12-18 months.

What synergies does Astrana expect from the Prospect Health acquisition?

Astrana anticipates realizing $12-15 million in synergies over the next twelve to eighteen months from the acquisition.
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