Freshfields is advising Cencora, Inc. (NYSE: COR) on its acquisition of Retina Consultants of America (RCA), a leading management services organization (MSO) of retina specialists, for cash, based on an enterprise value of approximately $4.6 billion. Certain stakeholders will retain a minority interest in RCA. After giving effect to the rollover, a cash capitalization of RCA that Cencora intends to make, and the payment of transaction fees and expenses, Cencora’s expected cash outlay at closing would be approximately $4.3 billion. At closing, Cencora expects to hold approximately 85% ownership in RCA. Cencora will potentially pay up to $500 million in aggregate contingent consideration, subject to the successful completion of certain predefined business objectives.

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The Freshfields deal team is led by partners Damien Zoubek and Joshua Ayal and included associates Andrew James, Byron Patton, Gabe Carolan and Patrick Boldea. Partner Nicole Foster, senior associates Andrew Leeds and Jeffrey Anand and associate Jordan Riley advised on executive compensation matters. Partners Jan Rybnicek and Meghan Rissmiller, special counsel Charles Ramsey, senior associate Will Cooke and international associate Mariana Rosa advised on antitrust matters. Counsel Jeremiah Nelson and associate Casey Hagen advised on real estate matters. Partner Vinita Kailasanath and associate Shannon O’Hara advised on life sciences and intellectual property matters. Partners Steven Matays and Joe Soltis and senior associate Joshua Critchlow advised on tax matters and partners Pamela Marcogliese and Kyle Lakin, counsel Jeffrey Gould, associate Katherine Kim and law clerk Nora McDonnell advised on financing and capital markets matters.