F-1/A: Auna S.A. Eyes NYSE Listing with 30 Million Share IPO

Auna S.A., a Luxembourg-based healthcare provider, is planning an initial public offering of 30 million Class A ordinary shares on the New York Stock Exchange.

Summary

• Auna S.A., incorporated in Luxembourg, is planning to offer 30,000,000 Class A ordinary shares to the public.
• The expected IPO price range is between US$13.00 and US$15.00 per share.
• The company has applied to list its Class A shares on the NYSE under the symbol 'AUNA'.
• AFP Integra S.A. has shown interest in purchasing up to $100 million of Class A shares at the IPO price.
• The underwriters have been granted a 30-day option to purchase up to 4,500,000 additional Class A shares.
• Post-IPO, Auna S.A. will have two classes of shares: Class A and Class B, with Class B shares holding ten votes each.
• Enfoca, the controlling shareholder, will own approximately 72.9% of Class B shares, representing 68.3% of the combined voting power, assuming no exercise of the underwriters' option.
• The company is considered an emerging growth company under U.S. federal securities laws.
• Auna intends to use the net proceeds from this offering to (i) fund the partial repayment by our shareholders of their Sponsor Financing, (ii) repay US$30.0 million of indebtedness under the Term Loans (as defined herein) and (iii) repay US$13.5 million of short term indebtedness.

Sentiment

Score: 7

Explanation: The document presents a balanced view, highlighting both the opportunities and risks associated with the IPO. The company's growth strategy and market position are positive indicators, but the dual-class structure and debt levels raise concerns.

Positives

• AFP Integra's interest could provide a stable initial demand for the IPO.
• The dual-class structure allows Enfoca to maintain control and strategic direction.
• The company's emerging growth status provides flexibility in reporting requirements.
• Auna intends to use the net proceeds from this offering to (i) fund the partial repayment by our shareholders of their Sponsor Financing, (ii) repay US$30.0 million of indebtedness under the Term Loans (as defined herein) and (iii) repay US$13.5 million of short term indebtedness.

Negatives

• The dual-class structure concentrates voting control with Enfoca, limiting the influence of Class A shareholders.
• The company does not anticipate paying any cash dividends in the foreseeable future.
• The company is an emerging growth company and will take advantage of reduced reporting requirements.

Risks

• The dual-class structure concentrates voting control with Enfoca, limiting the influence of Class A shareholders.
• AFP Integra's interest is non-binding and may not result in an actual purchase of shares.
• The company does not anticipate paying any cash dividends in the foreseeable future.
• The company is an emerging growth company and will take advantage of reduced reporting requirements.
• The company's shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our shareholders).

Future Outlook

The company intends to retain all available funds and future earnings, if any, to repay certain of its indebtedness and to fund the expansion of its business, and does not anticipate paying any cash dividends in the foreseeable future.

Industry Context

The announcement comes amid increasing investor interest in the healthcare sector, particularly in companies with a strong presence in emerging markets. Auna S.A.'s focus on high-complexity diseases and integrated healthcare solutions aligns with current industry trends.

Comparison to Industry Standards

• The document mentions that Auna's EBITDA Margin for the year ended December 31, 2023 was 20.7%, which compares with that of other Latin American industry players such as Mdica Sur at 23.5%, DASA at 17.4%, Rede d'Or at 13.9% and Hapvida at 9.7%, and with the average margins of comparable companies in Asia at 14.4%, Europe at 9.3% and the United States at 6.5%.
• The document mentions that Auna's gross margin, which was 37.0% for the year ended December 31, 2023, solidly places us among the most profitable healthcare network operators in South America, including those in countries with more advanced healthcare systems such as Brazil and Chile, based on gross margins published by other publicly traded healthcare companies in South America, including Mdica Sur at 36.4%, DASA at 30.6%, Hapvida at 24.8% and Rede D'Or at 23.7% and by comparable companies in Asia averaging 29.6%, the United States at 19.4% and Europe at 15.5%.

Related Party Transactions

• Enfoca, the controlling shareholder, will own approximately 72.9% of Class B shares, representing 68.3% of the combined voting power.
• Our Executive Chairman of the Board and President, Jess Zamora Len, and a majority of our directors, including Jess Zamora Len, Jorge Basadre Brazzini, Leonardo Bacherer Fastoni, Andrew Soussloff and John Wilton, are employed by or otherwise affiliated with Enfoca as directors on its board of directors.
• Our shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our shareholders).

Stakeholder Impact

• Existing shareholders will experience dilution of their ownership.
• Class A shareholders will have limited voting power compared to Class B shareholders.
• The company's growth strategy and financial performance will impact the value of the Class A shares.
• The company's shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our shareholders).

Next Steps

• Listing of Class A shares on the New York Stock Exchange (NYSE).
• Potential purchase of Class A shares by AFP Integra S.A.
• Potential exercise of the underwriters' option to purchase additional shares.
• Partial repayment by our shareholders of their Sponsor Financing.
• Repayment of US$30.0 million of indebtedness under the Term Loans.
• Repayment of US$13.5 million of short term indebtedness.

Key Dates

Keywords

IPO, Class A shares, Auna S.A., Enfoca, NYSE, Healthcare, Emerging growth company