BGL Hospitals & Health Systems Practice

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1 BGL Hospitals & Health Systems Practice HEALTH FACILITIES HOSPITALS & HEALTH SYSTEMS For-Profit & Not-for-Profit Health Systems Academic Medical Centers Specialty Hospitals Rural Health Providers POST-ACUTE CARE Long-Term Care Hospitals Rehabilitation Providers Senior Living Home Health & Hospice OUTPATIENT SERVICES Ambulatory Surgery Centers Diagnostic Imaging Centers Urgent Care Centers Laboratory Other Ancillary Service Providers Primary Care & Specialty Medical Groups Cancer Treatment ALTERNATE SITE Scope of Buy-Side and Sell-Side y Strategic Options Assessments Affiliations and Joint Venture Formations Fairness Opinions Capital y Restructurings and Recapitalizations Fair Market Value Opinions Equity Placements and Syndications Regulatory Compliance y Select BGL Transactions the Ancillary Operations of Undisclosed Health System Buyer Urgent Care Associated Internal Medicine Group Inc. Southbay Oncology Hematology Partners a division of by by Medical Center Financial advisor and rendered a fairness opinion to the Board of Directors of Owensboro Health BGL Hospitals & Health Systems Contact Manfred R. Steiner Managing Director & Principal bglco.com globalma.com 1

2 Case Study - Urgent Care Party Descriptions Health System is a large, tax-exempt, multi-hospital Catholic health system Acquisitive in the acute care and outpatient sectors Located in a fast-growing market experiencing significant health system consolidation Urgent Care is a multi-location, physician-owned urgent care group Founded first clinic within the last 10 years and has successfully added multiple new locations Strong, experienced management team Offers more expansive services than most urgent care providers Structured as three separate companies to accommodate future expansion Situation Overview Health System sought to acquire Urgent Care for the following reasons: Impressed by Urgent Care s clinical quality and recent history of successful expansions Augment presence in Urgent Care s markets Low cost mechanism to expand outpatient footprint Acquisition would provide a source of additional patients for newly hired physicians Interested in working with Urgent Care s management on future expansions Urgent Care was interested in selling to the Health System for the following reasons: The integration would provide an alliance with a quality health system Access to capital would allow Urgent Care to expand through acquisitions or de novos at a faster pace Opportunity to apply their management expertise on a larger scale Pre-Transaction Structure Urgent Care was structured as three separate companies: Pre-Transaction Structure The Provider employed the physicians, treated patients, and collected reimbursement for providing patient services The provided staffing services, including nurses and front desk staff, and paid rent and other operating expenses for the Provider Provider The provided billing services to the Provider through a billing services agreement (Continued on next page) 2 bglco.com

3 Case Study - Urgent Care Transaction Mechanics After reviewing multiple potential transaction structures, Health System decided to complete a full equity purchase of the and acquire the assets of the Provider Transaction Mechanics Provider As the new provider of urgent care services, Health System implemented agreements with Urgent Care s management and physicians to help it run the clinics: Agreement Health System retained the existing contractual Agreement with the Professional Agreement The physicians remained independent and entered into a Professional Agreement with Health System to provide physician services for the urgent care clinics Assets Cash Considera on Health System Post-Transaction Structure 100% Equity Interest Management Agreement Health System established a Management Agreement with Urgent Care s management for their services in managing the four existing clinics Provider Independent Physicians Physician Independent Physicians Development Agreement Health System entered into a Development Agreement with Urgent Care s management for consulting services associated with evaluating and executing future expansion opportunities Management Development Urgent Care Management (Continued on next page) 3 bglco.com

4 Case Study - Urgent Care Transaction Result Both parties achieved their objectives: Urgent Care secured a capital partner with a strong clinical reputation, allowing it to continue its growth while retaining its focus on quality Health System aligned with an established urgent care group, enhancing its continuum of care The acquisition provides Health System with a well-run urgent care platform and the management expertise to expand its services to new markets where patient demand is not being met BGL s Role BGL provided advisory services to Health System throughout the process, including: Performed extensive due diligence of Urgent Care s operations, financials, and market landscape Analyzed the future growth prospects of the company, including de novo and acquisition opportunities Completed a fair market valuation of Urgent Care Created a multi-scenario investment IRR analysis sensitized for key assumptions Developed a buy vs. build analysis to quantify the merits of the acquisition Evaluated numerous transaction structures and affiliation models and analyzed their impact on value and returns Assisted with legal documentation, including producing and presenting initial term sheet to Urgent Care s shareholders Rendered a purchase price allocation and a regulatory compliant valuation of the purchase price, Management Agreement, and Agreement 4 bglco.com

5 Select Healthcare Providers Public Data As of 4/21/2015 ($ in millions) Enterprise Trailing Twelve Months EBITDA Revenue Growth Total Debt / Enterprise Value / Name Value Revenue EBITDA Margin 1 Year 3 Year EBITDA Revenue EBITDA FACILITIES Hospital Management Companies Community Health Systems, Inc. $ 23,390 $ 18,639 $ 2, % 45.4% 16.1% 6.2x 1.3x 8.5x HCA Holdings, Inc. 62,901 36,918 7, % 8.0% 7.5% 4.0x 1.7x 8.5x Lifepoint Hospitals Inc. 5,545 4, % 21.9% 14.0% 3.8x 1.2x 9.6x Medical Facilities Corp % 0.9% 12.9% 0.8x 1.6x 5.2x Tenet Healthcare Corp. 17,191 16,615 1, % 49.7% 24.3% 6.0x 1.0x 8.8x Universal Health Inc. 15,525 8,065 1, % 10.7% 6.1% 2.2x 1.9x 10.5x Median $ 16,358 $ 12,340 $ 1, % 16.3% 13.5% 3.9x 1.4x 8.7x Average 20,842 14,172 2, % 22.8% 13.5% 3.9x 1.5x 8.5x Rehabilitation HEALTHSOUTH Corp. $ 6,402 $ 2,374 $ % 5.7% 5.8% 3.7x 2.7x 11.0x Select Medical Holdings Corporation 3,590 3, % 2.8% 3.1% 4.5x 1.2x 10.2x US Physical Therapy Inc % 15.9% 9.7% 0.7x 2.2x 12.4x Median $ 3,590 $ 2,374 $ % 5.7% 5.8% 3.7x 2.2x 11.0x Average 3,548 1, % 8.1% 6.2% 2.9x 2.0x 11.2x Long-Term Care Diversicare Healthcare Inc. $ 143 $ 344 $ % 32.3% 11.9% 2.4x 0.4x 7.1x Kindred Healthcare Inc. 4,655 5, % 5.3% 6.1% 8.4x 0.9x 13.6x National Healthcare Corp % 10.9% 4.1% 0.4x 1.1x 8.8x The Ensign Group, Inc. 1,180 1, % 13.6% 10.7% 0.7x 1.1x 11.9x Median $ 1,051 $ 928 $ % 12.2% 8.4% 1.6x 1.0x 10.3x Average 1,725 1, % 15.5% 8.2% 3.0x 0.9x 10.3x Ambulatory Surgery Centers AmSurg Corp. $ 5,972 $ 1,622 $ % 53.4% 28.1% 4.7x 3.7x 12.5x Surgical Care Affiliates, Inc. 2, % 10.3% 6.7% 3.1x 3.1x 11.5x Average $ 4,258 $ 1,227 $ % 31.8% 17.4% 3.9x 3.4x 12.0x Dialysis DaVita HealthCare Partners Inc. $ 26,159 $ 11,748 $ 2, % 8.7% 23.8% 3.5x 2.2x 10.9x Fresenius Medical Care AG & Co. KGAA 35,197 16,134 2, % 8.3% 8.0% 3.3x 2.2x 12.0x Average $ 30,678 $ 13,941 $ 2, % 8.5% 15.9% 3.4x 2.2x 11.5x Facilities - Summary Median $ 5,545 $ 3,020 $ % 10.7% 9.7% 3.5x 1.6x 10.5x Average 12,498 7,546 1, % 17.9% 11.7% 3.4x 1.7x 10.2x Source: S&P Capital IQ. 5 bglco.com

6 Select Healthcare Providers Public Data As of 4/21/2015 ($ in millions) Enterprise Trailing Twelve Months EBITDA Revenue Growth Total Debt / Enterprise Value / Name Value Revenue EBITDA Margin 1 Year 3 Year EBITDA Revenue EBITDA SPECIALIZED HEALTH SERVICES Home Health Addus HomeCare Corporation $ 296 $ 313 $ % 17.7% 10.8% 0.2x 0.9x 12.9x Almost Family Inc % 38.9% 14.4% 1.7x 0.9x 16.8x Amedisys Inc , % (3.7%) (5.5%) 1.8x 0.8x 14.9x BioScrip, Inc (44) (4.5%) 27.9% 21.1% 0.0x 0.8x -17.6x Chemed Corp. 2,220 1, % 3.0% 2.4% 0.7x 1.5x 11.3x LHC Group, Inc % 11.4% 4.9% 1.0x 1.0x 11.5x Median $ 689 $ 984 $ % 14.5% 7.9% 0.9x 0.9x 12.2x Average 777 1, % 15.9% 8.0% 0.9x 1.0x 8.3x Physician Professional IPC Healthcare, Inc. $ 970 $ 694 $ % 13.9% 14.9% 1.1x 1.4x 13.4x Envision Healthcare Holdings, Inc. 8,990 4, % 18.0% 12.3% 0.0x 2.0x 16.3x MEDNAX, Inc. 7,513 2, % 13.2% 15.4% 1.0x 3.1x 13.4x Team Health Holdings, Inc. 5,328 2, % 18.3% 17.3% 2.8x 1.9x 18.3x Median $ 6,421 $ 2,629 $ % 15.9% 15.1% 1.1x 2.0x 14.9x Average 5,700 2, % 15.8% 15.0% 1.2x 2.1x 15.3x Specialized Health - Summary Median $ 970 $ 1,188 $ % 15.8% 13.3% 1.0x 1.2x 13.4x Average 2,567 1, % 15.9% 10.8% 1.0x 1.4x 11.1x DIAGNOSTICS Imaging Alliance Healthcare, Inc. $ 789 $ 436 $ % (2.8%) (4.0%) 4.2x 1.8x 6.5x RadNet, Inc. 1, % 2.1% 7.0% 5.2x 1.6x 8.7x Average $ 896 $ 538 $ % (0.3%) 1.5% 4.7x 1.7x 7.6x Clinical Laboratories Bio-Reference Laboratories Inc. $ 1,001 $ 860 $ % 16.9% 14.3% 0.5x 1.2x 8.7x Laboratory Corp. of America Holdings 15,113 6,012 1, % 3.5% 2.7% 2.6x 2.5x 12.9x Psychemedics Corp % 8.7% 6.6% 1.1x 3.2x 17.2x Quest Diagnostics Inc. 14,583 7,435 1, % 4.0% 0.2% 2.7x 2.0x 10.4x Sonic Healthcare Limited 7,983 3, % 9.3% 7.7% 3.0x 2.4x 13.7x Median $ 7,983 $ 3,297 $ % 8.7% 6.6% 2.6x 2.4x 12.9x Average 7,755 3, % 8.5% 6.3% 2.0x 2.3x 12.6x Diagnostics - Summary Median $ 1,003 $ 860 $ % 4.0% 6.6% 2.7x 2.0x 10.4x Average 5,795 2, % 6.0% 4.9% 2.8x 2.1x 11.1x Source: S&P Capital IQ. BGL Hospitals & Health Systems Contact Manfred R. Steiner Managing Director & Principal bglco.com globalma.com 6

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