TowerBrook and GuideWell Pursuing MAXHealth Acquisition With Private Loan; Regulatory Approval Could Present Stumbling Block for the Deal

Private equity firm TowerBrook Capital Partners and mutual insurance company GuideWell are teaming up to bid for Florida-based integrated primary care provider MAXHealth, according to sources close to the deal.

The duo has lined up roughly $300 million in total debt to back the potential acquisition of the Arsenal Capital-backed asset, the first source said.

HPS Investment Partners is leading the financing, sources said. The debt package includes a $200 million term loan, a $50 million revolver and a $42.5 million delayed-draw term loan. Capital One is also participating in the debt, the source added.

Price talk on the term loan is in the mid-to-high SOFR+400 bps range, one source said.

TowerBrook is looking to invest in the company through preferred equity from its mid-market fund, while GuideWell is planning to acquire the remaining shares, the source noted.

However, the sources cautioned that the transaction could struggle to receive regulatory approval due to antitrust concerns around GuideWell’s Florida Blue insurance assets. Florida Blue, which is the customer-facing brand name for Blue Cross and Blue Shield of Florida, is the state’s major not-for-profit health insurer.

In addition, there are other bidders vying for the asset, looking to outbid TowerBrook and GuideWell, the sources said.

Founded in 2015, MAXHealth is a primary care platform focused on providing high-quality, integrated care to adults and senior patients throughout Florida. According to its website, the company employs 530 team members and serves 70,000 patients.

The company has been under the ownership of Arsenal Capital Partners since 2021, when the private equity firm acquired MAXHealth via its then-owned portfolio company Best Value Healthcare, according to the deal announcement. Following the transaction, Best Value Healthcare and MAXHealth continued to operate separately but had a single executive team, the press release said.

TowerBrook Capital Partners, together with Clayton Dubilier & Rice, or CD&R, took revenue cycle management company R1 RCM private for $8.9 billion, which was one of the largest healthcare transactions in 2024.

Recent acquisitions in the space include the July takeover of physician group Bond Clinic by AdventHealth, a large faith-based health system. In November, Blue Cross Blue Shield of New Jersey also acquired HealthEZ from Abry Partners for about $360 million in a transaction that valued the business at 21x EBITDA, as reported.

TowerBrook Capital Partners declined to comment. GuideWell, MAXHealth, Arsenal Capital Partners, HPS and Capital One did not return requests for comment.