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

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

Summary

• Auna S.A., a healthcare company incorporated in Luxembourg, is planning to offer 30 million Class A ordinary shares to the public.
• The anticipated IPO price 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 a 30-day option to purchase up to 4.5 million 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.
• Auna S.A. is considered an emerging growth company under U.S. federal securities laws.
• The company does not provide any activity as foreseen by the Luxembourg Law of April 5, 1993 in the financial sector, as amended, and the Luxembourg Law of 10 November 2009 on payment services, on the activity of electronic money institution and settlement finality in payment and securities settlement systems and consequently does not have any license with respect to the abovementioned laws and activities.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative aspects. The IPO plan and potential investment from AFP Integra S.A. are positive signals. However, the high debt level, concentrated voting power, and lack of dividends contribute to a neutral sentiment.

Positives

• AFP Integra S.A.'s interest in purchasing shares could signal confidence in Auna S.A.'s prospects.
• The underwriters' option to purchase additional shares indicates potential for increased capital inflow.
• Being an emerging growth company allows Auna S.A. to take advantage of reduced reporting requirements.

Negatives

• Enfoca's majority ownership of Class B shares concentrates voting control, potentially limiting the influence of Class A shareholders.
• The dual-class structure may deter some investors.
• The company does not anticipate paying any cash dividends in the foreseeable future.

Risks

• The offering is contingent upon listing the Class A shares on the NYSE, with no assurance of success.
• The dual-class structure concentrates voting control with Enfoca, limiting other shareholders' influence.
• As an emerging growth company, Auna S.A. will be subject to reduced public company reporting requirements.
• The company's significant indebtedness could adversely affect its financial health.
• The company operates in Mexico, Peru and Colombia and is subject to economic, social and political developments in those countries.

Future Outlook

Auna S.A. intends to retain all available funds and future earnings to repay indebtedness and fund business expansion, with no anticipated cash dividends in the foreseeable future.

Industry Context

The announcement highlights Auna S.A.'s strategic move to tap into the U.S. capital markets, reflecting a broader trend of Latin American companies seeking growth opportunities and enhanced visibility through international listings. The IPO aims to strengthen Auna S.A.'s financial position and support its expansion plans in the competitive healthcare sector, particularly in Mexico, Peru, and Colombia.

Comparison to Industry Standards

• 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 dOr 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%.
• 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 DOr 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

• Reimbursement to Enfoca for administrative expenses and consultant fees.
• Compensation to Dr. Pinillos and Dr. Vallejos for medical services.
• The document contains references to a potential conflict of interest due to Enfoca's control and affiliations.

Stakeholder Impact

• Shareholders: Potential for capital appreciation, but limited influence due to dual-class structure.
• Employees: No immediate impact, but potential for long-term growth and stability.
• Customers: Continued access to healthcare services, with potential for improved offerings.
• Creditors: Repayment of debt and potential for increased financial stability.

Next Steps

• Listing of Class A shares on the NYSE.
• Potential exercise of the underwriters' option to purchase additional shares.
• Potential launch of oncological plans in Mexico in 2024.

Key Dates

Keywords

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