GI Partners LP through its fund GI Partners Fund V LP entered into a definitive agreement to acquire CBR Acquisition Holdings Corp. (‘CBR’) from AMAG Pharmaceuticals, Inc. (NASDAQ:AMAG) (‘AMAG’) for $530 million on June 14, 2018. The purchase consideration will be paid in cash on a cash and debt free basis and is subject to ordinary purchase price adjustments in connection with the cash, debt, working capital and transaction expenses of CBR. Of the purchase consideration, $2.5 million will be deposited in an escrow. In a related transaction, GI Partners Fund V entered into a definitive agreement to acquire California Cryobank from Longitude Capital and NovaQuest Capital. Following the close of both transactions, California Cryobank and CBR will join together in a newly combined entity that will operate under the California Cryobank Life Sciences platform. Golub Capital provided $450 million in senior credit facilities to back GI Partners’ acquisitions of California Cryobank and Cord Blood Registry. GI Partners may be required to pay a fee of $37.1 million in the event of termination of the transaction under certain circumstances. Richard Jennings, the Chief Executive Officer of California Cryobank, will continue on as Chief Executive Officer of the combined business. The transaction is subject to customary closing conditions including, regulatory approvals, clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and delivery by AMAG of certain property-related items. As a condition to the agreement, the parties entered into an employment agreement, an escrow agreement, a non-competition agreement and a transition services agreement which will come into effect upon closing. The transaction is not subject to any financing condition. The transaction has been unanimously approved by AMAG’s Board of Directors. The parties expect to close the transaction in the third quarter of 2018. As of August 2, 2018, the transaction is expected to close in mid-August 2018. AMAG intends to use the majority of the transaction proceeds to pay off the remaining $475 million of principal of its 7.875% Senior Notes due 2023. Perella Weinberg Partners LP acted as financial advisor to AMAG. Stuart Cable, Adam Small, Jacqueline Mercier, Andrea Murino, Janet Andolina, Sarah Bock, Jennifer Bralower, Jennifer Fay, Kirby Lewis, Margaret Hickey, William Dougherty, Alexander Plaum, Morgan Frisoli, Christopher Steinroeder, Sarah Tauman and Haili Ding of Goodwin Procter LLP acted as legal advisors to AMAG. Brandon Howald, Jason Rednour, Lindsay Sparks, Ziemowit Smulkowski, Jeremy Rocklage, Joe Swanson, Sam Ghaffarzadeh, Cameron Cotton, Stan Kalminsky and Justin Montis of Paul Hastings LLP acted as the legal advisor to GI Partners. Citibank N.A. acted as escrow agent in the transaction. Harris Williams acted as financial advisor to GI Partners.