Benzinga | Jul 1, 2021 07:05AM EDT

ASGN Announces Agreement To Sell Oxford Global Resources For $525M In Cash

Updates Financial Estimates for Q2 2021

Acquires Healthcare and Manufacturing Consulting Services Business

Company to Host Conference Call on July 1, 2021 Before Market Open and Provides Updated Supplemental Materials

ASGN Incorporated (NYSE:ASGN), one of the foremost providers of IT and professional services in the technology, digital, creative, engineering and life sciences fields across commercial and government sectors, today announced the following transactions: 1) entered into a definitive purchase agreement to sell its Oxford Global Resources ("Oxford") business unit to an affiliate of H.I.G. Capital ("H.I.G."), a leading global alternative investment firm, and 2) acquired the Infor business unit of Avaap ("Infor Business Unit"), a modern enterprise solutions integrator with deep domain expertise in healthcare and manufacturing across the U.S. and Europe. The Company also increased its financial estimates for the second quarter of 2021.

Highlights:

* Entered into a definitive purchase agreement to sell Oxford for $525 million in cash to an affiliate of H.I.G., with an anticipated closing after the receipt of all HSR and anti-trust approvals

* Revised Q2 2021 guidance estimates to reflect improvement in operating performance and to present the Oxford business as Discontinued Operations

* Changed financial reporting segments to give effect to the divesture of the Oxford business (Company now reporting two segments: Commercial and Federal Government)

* Acquired the Infor Business Unit to strengthen the Commercial Segment's consulting solutions capabilities and offerings in the Healthcare and Consumer & Industrials sectors

* Scheduled conference call for July 1st at 9:00 a.m. ET to discuss these announcements

* Provided updated supplemental materials for Q1 2021 that presents the Oxford business as Discontinued Operations for the last nine historical quarters and the full years 2019 and 2020 (available on the Events & Presentations section of the Investor Relations page).

Agreement to Sell Oxford Global Resources

On June 30, 2021, ASGN entered into a definitive purchase agreement to sell Oxford to an affiliate of H.I.G., for $525 million in cash. Concurrent with this announcement, the Company has launched a process seeking certain amendments to its senior secured credit facilities, which will, among other things, facilitate the closing of this sale under the credit documents.

Oxford offers on-demand high-end consulting talent for niche commercial IT, healthcare, life sciences and engineering clients and accounted for approximately 11.6 percent of ASGN's consolidated revenues and 10.8 percent of ASGN's consolidated Adjusted EBITDA for the three months ended March 31, 2021.

As a result of the decision to divest the Oxford business, operating results of that business will now be reported as Discontinued Operations in this and all future releases and SEC filings. This sale is expected to be completed after the receipt of all HSR and anti-trust approvals and the proceeds, net of income taxes, are anticipated to be approximately $400.0 million. CyberCoders, formerly part of the Oxford Segment, will join Apex Systems and Creative Circle in the Company's newly created Commercial Segment, while ECS will now comprise the Federal Government Segment.

"The sale of Oxford represents a pivotal moment for ASGN," said ASGN President and Chief Executive Officer, Ted Hanson. "We are proud of Oxford's history and performance as part of our Company since its acquisition in 2007. That said, we are always evaluating our portfolio of businesses and their fit with our long-term strategy to be an industry-leading provider of IT services and solutions to the commercial and government marketplaces. Given the evolution of our business since Oxford's acquisition, including a much greater focus on high growth IT consulting services and solutions for Fortune 500 and Federal Government accounts, we believe that new ownership is exactly what Oxford needs to reach its full potential."

Mr. Hanson continued, "We have taken this opportunity as our global economy improves and the M&A market remains productive, to sell Oxford and singularly focus our capital deployment on our high growth IT services and solutions. All proceeds from this transaction will add to the capital we have available to deploy toward our highest growth, highest margin units that drive our long-term strategy forward, including our commercial consulting practice, which has reached an annual revenue run rate of roughly $470 million, and our federal government business, which has now surpassed $1 billion in revenues. Our underlying business remains very strong, as is evident by our updated second quarter guidance, and we look forward to continuing to share our progress on our Q2 2021 conference call later this month."