Innovative Renal Care, LLC entered into a definitive agreement to acquire American Renal Associates Holdings, Inc. (NYSE:ARA) from Centerbridge Capital Partners LP, Centerbridge Capital Partners SBS, L.P. managed by Centerbridge Partners, L.P., Centerbridge Capital Partners Strategic, L.P. managed by Centerbridge Partners, L.P., Van Berkom and Associates Inc. and others for approximately $400 million on October 1, 2020. Under the terms of the transaction, American Renal Associates Holdings shareholders will receive $11.50 per share in cash. Each outstanding award of restricted stock and each outstanding award of restricted stock units that is outstanding, will automatically be converted into the right to receive a cash payment equal to the product of the total number of shares multiplied by the per share merger consideration. Innovative Renal Care has obtained financing commitments with an aggregate equity contribution of up to $450 million and an aggregate principal amount of up to $515 million on the terms set forth in a debt commitment letter. Upon completion, American Renal Associates Holdings will operate as a wholly owned subsidiary of Innovative Renal Care. The agreement includes a 40-day “go-shop” period, which permits American Renal Associates Holdings’s Board of Directors, with the assistance of independent financial and legal advisors, to actively solicit alternative acquisition proposals from third parties, and potentially enter into negotiations with parties that make alternative acquisition proposals. In the event of the termination of the agreement, American Renal Associates Holdings may be required to pay Innovative Renal Care a termination fee of approximately $12.1 million and Innovative Renal Care may be required to pay American Renal Associates Holdings a reverse termination fee of approximately $32.2 million. The transaction is subject to customary closing conditions, including, among others, adoption of the agreement by the holders of a majority of American Renal Associates Holdings’s outstanding shares of common stock, regulatory approvals, the waiting period applicable to the consummation of the merger under the HSR Act shall have expired or been earlier terminated. The Board of Directors of American Renal Associates Holdings unanimously approved the agreement. The transaction is not conditioned on Innovative Renal Care's receipt of the financing. The Board of American Renal Associates Holdings has appointed a special committee of independent directors to oversee the go-shop process. The transaction is expected to close in the first quarter of 2021. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider while Charles Ruck, Stelios G. Saffos and Thomas Malone of Latham & Watkins LLP acted as legal advisors to American Renal Associates Holdings. BofA Securities acted as financial advisor to the special committee of the Board of Directors of American Renal Associates Holdings managing the go-shop process and Richards, Layton & Finger, PA acted as its legal advisor. Guggenheim Securities, LLC acted as financial advisor to Nautic, and Mark S. Opper, Adam P. Small, Milena Tantcheva, Andrea Murino, Joshua Ratner and Nick Caro, John LeClaire, Stuart Cable, Katherine Baudistel, Caroline Bullerjahn, Joseph Rockers, Andrew Sucoff, Howard Cubell, Joel Lehrer, Sarah Bock, Timothy Holahan, Kimberly Ginsburg, Allison Kaye and Anthony Tsakalos of Goodwin Procter LLP and Epstein, Becker & Green, P.C. acted as its legal advisors. Raymond James & Associates, Inc. acted as financial advisor to Innovative Renal Care. Christopher Barlow and Paul Schnell of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Goldman Sachs & Co. LLC in the transaction. Goldman Sachs & Co. LLC will receive a fee of $12.4 million for its services, $2.5 million of which became payable at announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. Computershare Ltd acted as the transfer agent for American Renal Associates as part of the transaction. Innovative Renal Care, LLC completed the acquisition of American Renal Associates Holdings, Inc. (NYSE:ARA) from Centerbridge Capital Partners LP, Centerbridge Capital Partners SBS, L.P. managed by Centerbridge Partners, L.P., Centerbridge Capital Partners Strategic, L.P. managed by Centerbridge Partners, L.P., Van Berkom and Associates Inc. and others on January 25, 2021. ARA’s operations will remain unchanged for its patients, physicians and employees and Clinics will continue to operate under the ARA name and current ARA employees will retain their jobs and benefits. Nick Mendez, President and Chief Executive Officer of IRC will assume responsibilities as ARA’s new Chief Executive Officer and Joseph Carlucci, the co-founder and current Chairman and Chief Executive Officer of ARA, will join the IRC Board of Managers.