SOURCE: Northstar Healthcare Inc.

Northstar Healthcare Inc.

December 01, 2014 06:00 ET

Northstar Acquires Premier National Healthcare Marketing Company for $34 Million

HOUSTON, TX--(Marketwired - Dec 1, 2014) - Northstar Healthcare Inc. (TSX: NHC) ("Northstar") today announced it has acquired Athas Health, LLC ("Athas") for a total consideration of approximately $34 million (all $ denominations in US dollars). Athas is based in Dallas, TX and focuses on the marketing and delivery of specialized healthcare services in 7 states. The purchase price for Northstar to acquire all of the ownership interests in Athas was broken down as follows: $3 million in cash upon closing, the issuance of a promissory note by Northstar to the sellers for $12 million, the issuance at closing of 6,666,666 shares of Northstar common stock that are subject to a lock up of up to 2 years, and the issuance of an additional 4,666,666 shares of Northstar common stock issued over two years with half issued on the first anniversary of the closing and the second half issued on the second anniversary of the closing.

Athas' audited financials for the year ended December 31, 2013 showed revenues of $29 million and EBITDA of $3 million. The estimated Athas revenue for 2014 is approximately $40 million with adjusted EBITDA in excess of $5 million. "Athas' revenue model has historically captured approximately 50% of their partner facility's collections," said Harry Fleming, Northstar's president. "Northstar surgery centers will now have the opportunity to capture all of these revenues that were formerly directed to competing surgery centers. Northstar is not only acquiring the revenues of Athas but also potentially an equal amount of revenues, at our current gross margins (80%) by hosting these procedures in our facilities. These revenues and EBITDA will add to Northstar's already profitable operations and are not expected to require any material increase in operational expenses. We expect this acquisition to be accretive to earnings and to accelerate the growth plans of Northstar by at least 2 years," said Fleming. 

In conjunction with the closing of the acquisition, Dr. Donald Kramer will continue guiding Northstar as the Chairman of Northstar's board of directors and has resigned his position as chief executive officer. Christopher H. Lloyd from Athas will become the CEO of the combined entity. "The acquisition of Athas represents a natural extension of Northstar's vision to expand its marketing capabilities and to grow into a national leader in innovative surgical techniques and procedures," said Dr. Kramer. "Dr. Kramer oversaw a remarkable period of growth and profitability for Northstar," said Harry Fleming. "We are fortunate that Northstar will retain access to his invaluable insights while he continues to serve as Chairman of the board of directors. On behalf of the board and the company's employees, we wish to extend our deep appreciation for all that Dr. Kramer has done to build a prosperous company that has increased shareholder value. We look forward to continuing success together in the future." 

"The acquisition will combine Athas' expertise in direct-to-consumer healthcare marketing with Northstar's healthcare facilities and will enhance Northstar's current in-house marketing capabilities by broadening Northstar's reach to new patient populations. The companies' combined capabilities will support greater Northstar facility productivity while expanding Northstar's ability to promote both its core healthcare services and additional healthcare services," said Dr. Kramer.

Mr. Lloyd, who has taken over for Dr. Kramer as Northstar's chief executive officer, will expand Northstar's leadership in the area of direct to consumer marketing with Northstar's and Athas' integrated platform. Athas has gained a well-earned reputation in the marketing of spine and migraine procedures under the trademarks of North American Spine and Migraine Treatment Centers.

About Athas

Athas' premier healthcare marketing collaborates with physicians specializing in spine and migraine treatments and currently has marketing relationships with 16 surgical centers across the US. Athas was founded in 2009. "Athas' will bring to Northstar a comprehensive marketing platform that has proven itself to be both repeatable and predictable. The Athas model has a demonstrated ability to both generate leads and consistently scale the business by providing a stream of incremental surgical procedures for healthcare providers and facilities," said Chris Lloyd.

Athas will be focused on unlocking new value for Northstar's facilities through marketing. Everyone benefits when patients are able to make informed healthcare decisions and when patients have the ability to obtain the highest quality healthcare services. The Athas team brings leading expertise in marketing and advertising that will greatly enhance patient-physician decision making and will broaden Northstar's reach to new patient populations. In just a few years, Athas expanded it business into seven states and fourteen new markets, including Texas, Arizona, Florida, Michigan, Minnesota, New Jersey and Tennessee. Northstar will instantly have a nation-wide presence and will be primed to continue expanding beyond Texas."

About Northstar Healthcare Inc.

Northstar owns and manages nine healthcare facilities in Texas and Arizona; a surgical hospital (Houston), five ambulatory surgery centers, two MRI centers and an urgent care center. The five ambulatory surgery centers are located in Houston (three), Dallas and Scottsdale, Arizona.

Forward-looking statements

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