Centerbridge and Highmark Close Deal for Affiliation of Superior-Davis Vision and Investment in Visionworks

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SAN ANTONIO, Texas and NEW YORK—Centerbridge Partners and HVHC Inc. (HVHC), a wholly-owned subsidiary of Highmark Inc., have closed on a “multifaceted transaction” that was announced Aug. 9, as VMail reported.

According to today’s announcement, Davis Vision (a division of HVHC) has been combined with Superior Vision, Centerbridge's existing managed vision care portfolio company. Highmark will own a minority interest in the combined managed vision care business.

In a separate transaction, Centerbridge acquired a minority equity stake in Visionworks, HVHC's 750-store optical retail subsidiary. Highmark continues to retain a controlling ownership interest in Visionworks, according to the announcement.

The terms of the transactions were not disclosed. As VMail also reported in August, optical industry veteran executive Peter Bridgman has been named chief executive officer of Visionworks, which ranked as No. 6 in this year’s VM Top 50 U.S. Optical Retailers report.

“The close of this transaction will enable us to move forward with our partnership with management and Highmark to create the nation's leading managed vision benefit offering; and move forward with our investment in support of Visionworks,” Dan Osnoss, managing director of Centerbridge, said in the announcement. “We are excited to be part of the next chapter for these great companies, their organizations and their stakeholders.”



Kirk Rothrock, CEO of the joint Superior-Davis Vision combination, said in a separate Davis Vision announcement that the “new affiliation will provide the nation's most comprehensive, easy-to-administer and compliant vision program for employers and health plans of all sizes.” The combined companies also will leverage the “expertise and services of each company in their respective market segments to ensure easy access to quality vision care for members—whether through employer-sponsored or government-sponsored programs,” he added.

According to the Superior Vision announcement, the advantages of the Superior-Davis combination include: the ability to offer a larger suite of vision benefit services, access to extensive provider networks with strengths in complementary areas, and the ability to leverage their combined position to “develop new services, expand existing services and establish provider relationships that maximize … value.”

“We are in the beginning stages of our partnership; there will be no immediate changes to the way either company operates,” Rothrock said. “We are excited about the relationship and look forward to taking advantage of both organizations’ strengths to build a leading eye health and vision benefits company.”



David Holmberg, president and chief executive officer of Highmark Health, Highmark's parent company, said, “Customers were at the core of Highmark's objective in seeking a partner in the vision business. At Highmark Health, we are leading a transformational strategy that will redefine health care by integrating health care delivery and insurance coverage in a new patient-centered, clinician-led model that improves health care quality, access and cost control.”

As VMail reported, on the managed vision care side of the transaction, the new Davis-Superior Vision combination will cover about 33 million lives and rank as the new No. 3 player in this segment of the managed care market. The 33 million members of Davis-Superior would compare with Eyemed’s 47 million members and VSP Vision Care’s 82 million members (according to the companies’ websites).

Also, of the $1.6 billion in revenue generated in 2016 by HVHC, about $800 million was attributable to the Davis Vision segment of the company. (Visionworks also generated about $800 million in 2016 revenue, VMail reported.)

CapM Advisors acted as financial advisor to Highmark. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Highmark. Barclays and Macquarie Capital acted as financial advisors to Centerbridge. Goldman Sachs, Bank USA, Barclays, BMO Capital Markets, Macquarie Capital, and Morgan Stanley Senior Funding, Inc. are providing financing for the Davis Vision transaction. Willkie Farr & Gallagher LLP served as legal counsel to Centerbridge. Harris Williams & Co. provided advisory services to Highmark.