CVS Pharmacy, Inc. entered into a letter agreement to acquire Signify Health, Inc. (NYSE:SGFY) from New Mountain Capital, L.L.C. and others for $7.4 billion on August 22, 2022. CVS Pharmacy, Inc. entered into a definitive agreement to acquire Signify Health, Inc. (NYSE:SGFY) from New Mountain Capital, L.L.C. and others on September 2, 2022. Under the terms of the agreement, CVS Pharmacy will acquire Signify Health's stock for $30.5 per share. CVS Pharmacy expects to fund the transaction with existing cash from its balance sheet and available resources and is committed to maintaining its current credit ratings. Following the completion of the transaction, Kyle Armbrester, Chief Executive Officer of Signify Health, will continue to lead Signify Health as part of CVS. Signify Health will operate as a distinct business with CVS, led by members of Signify Health's current management team. In case of termination of the transaction under certain specified circumstances, Signify Health will be required to pay a termination fee of $228 million and CVS Pharmacy will be required to pay a termination fee in an amount equal to $380 million.

The transaction is subject to approval by a majority of Signify Health's stockholders, receipt of regulatory approval, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and satisfaction of other customary closing conditions. Private equity funds affiliated with New Mountain Capital, which owns approximately 60% of the common stock of Signify Health, have agreed to vote the shares they own in favor of the transaction. The board of directors of Signify Health has unanimously approved the transaction. The transaction was approved by the Board of Directors of CVS. As of October 19, 2022, the Company and Parent each received a request for additional information and documentary materials (collectively, the “Second Request”) from the DOJ in connection with the DOJ's review of the Merger and the so-called second request concerns the deal's review under the Hart-Scott-Rodino Antitrust Improvements Act and extends the waiting period under it by 30 days from the moment the parties have complied with the request to provide additional data. The transaction is expected to close in the first half of 2023. The transaction is expected to close on or around March 29, 2023. The transaction is expected to be accretive to earnings and adjusted EPS.

Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. acted as financial advisors and fairness opinion providers and an opinion fee of $2,500,000, which became payable upon Deutsche Bank's delivery of its written opinion, dated as of September 2, 2022, to Signify, and a transaction fee contingent on the consummation of the Merger of approximately $24 million, equal to 0.3% of the value of the aggregate consideration, provided that the transaction fee shall be reduced by the opinion fee, and, Garrett Charon, Christopher Comeau, Aileen Kim, John Sorkin, David Hennes, Jonathan Klarfeld, Adam Greenwood, Alyssa Kollmeyer, Danna Kivell, Stephanie Bruce, Jen Romig, Arek Maczka and Violetta Kokolus of Ropes & Gray LLP acted as legal advisor to Signify Health. Steven Scheinfeld, Matthew Soran and Andrea Gede-Lange of Fried, Frank, Harris, Shriver & Jacobson LLP, Rani A. Habash and Mike Cowie of Dechert LLP, and McDermott Will & Emery LLP acted as legal advisors; and, BofA Securities acted as financial advisor to CVS. Andrew Bab of Debevoise & Plimpton LLP acted as legal advisor to Deutsche Bank acting as financial advisor to Signify Health (NYSE: SGFY). Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Goldman Sachs & Co. LLC in the transaction. MacKenzie Partners, Inc. acted as information agent to Signify Health at a cost of approximately $5,000 plus expenses. Goldman Sachs & Co. LLC received a fee of $58 million as advisor fees.

CVS Pharmacy, Inc. competed the acquisition of Signify Health, Inc. (NYSE:SGFY) from New Mountain Capital, L.L.C. and others March 29, 2023.