2023-12-22 21:11:47
The board of UnitedHealth Group (UHG) has just approved the sale of Amil to businessman José Seripieri Filho, Júnior, for R$11 billion, in a spectacular turnaround that marks the return of Qualicorp’s founder to the healthcare market.
The transaction price includes R$2 billion in equity and the assumption of liabilities of R$9 billion. The businessman has already lined up financing with Santander Brasil, which granted him a credit line of R$1 billion, in addition to Bradesco, BTG Pactual and BR Partners.
This is the largest M&A made by a single individual in the history of Brazil. Júnior was competing for the asset with Bain Capital, which intended to try to replicate with Amil the success it had with NotreDame Intermédica; players such as Coruja Capital, owned by the former head of Itaú’s retail area, Marcio Schettini; and, in the final stretch, with businessman Nelson Tanure, the reference investor in companies such as Prio, Ligga Telecom, Gafisa and Light.
As Júnior has no investments in the health sector, CADE approval tends to be quick, according to lawyers in the field. Furthermore, the businessman has a history of transit with the National Health Agency (ANS), which also needs to approve the operation.
“UHG chose the faster route: they had higher bids but they required longer due diligence and regulatory approvals,” said a source who was involved in the process. “Júnior agreed to assume all the risks of the business, which allowed UHG an exit clean.”
The hardest part starts now.
At Amil, Júnior will find a company bleeding, run on a daily basis by executives who live far from the controller’s gaze, and with reduced agility due to internal structures that follow the practices required by UHG.
Despite its scale and share relevant in an increasingly concentrated healthcare market, the company has been losing money in recent years, largely thanks to its stock of individual plans, which became a cancer for the healthcare industry after the regulator began to limit adjustments to price.
Founded by Edson de Godoy Bueno, a visionary entrepreneur who died in 2017, Amil is a colossus of 31 hospitals – including reference hospitals such as Hospital Samaritano in São Paulo and Americas Medical City in Rio – 3.1 million customers in health plans (350 thousand in the individual plan) and 2.3 million in the dental plan, in addition to oncology and ophthalmology operations.
Amil had revenues of R$26.3 billion last year, has a net worth of R$16 billion and R$8.5 billion in cash, but Júnior will have the challenge of reversing a negative EBITDA of around R$2 billion.
After building Amil in partnership with his wife, Dulce Pugliese, Edson sold the company to UnitedHealth in 2012, at the top of the market, for US$4.9 billion, becoming UHG’s largest individual shareholder, with just under 1% of the company.
Often remembered in the press for his friendship with President Lula, whom he visited numerous times in prison in Curitiba, Júnior used his Gulfstream 600 to take the then president-elect to COP27 in Egypt – a non-stop São Paulo-Cairo flight.
Deeply knowledgeable about the health sector and possessing an explosive temperament, Júnior is a self-made man who overcame a paralyzing stutter – which practically prevented him from speaking between the ages of 9 and 20 – to become an extraordinary salesman and then make fortune with the founding, IPO and sale of Qualicorp.
The businessman began his career as a clerk for the Civil Police of São Paulo, worked as a ‘student’ for Golden Cross and later invented collective membership plans, the heart of Qualicorp.
About this, the businessman once said in a lecture: “I took this vein and ran with it while the entire market was moving towards the individual plan. Later, in 2004, the Elderly Statute came into force, and operators decided to remove individual plans from the market. And then it’s a bit of luck: we were in the right place at the right time, because we had already been working on affinity plans since then.”
Now, with Amil, luck seems to smile on him again.
BTG Pactual was the exclusive advisor to UHG, which worked with Sullivan & Cromwell, Pinheiro Neto and Lefosse Advogados.
BR Partners was Júnior’s exclusive financial advisor, who had legal counsel from Arnold & Porter, Spinelli Advogados and Bichara Advogados.
Geraldo Samor
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