HEALTHCARE SERVICES Q2 2017

CONTACTS MERGER & ACQUISITION ACTIVITY

John Ferrara The Healthcare Services industry has already seen a healthy level of M&A activity in 2017
Founder & President with 62 deals announced or closed through March 15. Strategic buyers accounted for
(617) 619-3325 55.6% of deal activity and private and public investment firms accounted for 44.4% of
jferrara@capstonellc.com transactions.

Len Batsevitsky To date, 2017 deal volume has largely echoed 2016 trends, with two variants: a slight
Director uptick in Assisted Living & Elderly Care deals and a slight downtick in Physician Practice
(617) 619-3365 transactions. The uptick in Assisted Living & Elderly Care deals is being driven by the
lbatsevitsky@capstonellc.com aging baby boomer population, which has incentivized companies to expand their
territories and to seek market domination. “Over the next twenty years, the population
Sophea Chau aged 65 and over is expected to grow from 48 million to 79 million,” according to a
Director December report by Harvard University, citing that the influx is expected to drive demand
(617) 619-3307 for senior housing and care.
schau@capstonellc.com
Conversely, the downtick in Physician Practice deals, while modest, may reflect market
hesitation due to the uncertainty of the Affordable Care Act (ACA) in the aftermath of the
election. Regardless of the ACA, the Medical Access and CHIP Reauthorization Act of
2015 (MACRA) is still expected to drive future consolidation. Dr. Mitch Morris, a Principal
in Deloitte Consulting’s Life Sciences and Health Care practice, noted in a 2017 podcast:
“MACRA is going to force consolidation in private practice, and physicians who are in
small independent practices will have a very hard time with contracting, measuring quality,
having the IT infrastructure, and all the things that are going to be necessary.”

Overall, deal volume will likely continue to largely mirror 2016, as Healthcare Services
companies seek to acquire new technologies, expand their geographic footprint, diversify
their customer/patient base and gain a greater market presence.

M&A Activity: Healthcare Services

300 287
39
Number of Transactions

250 229 223

50
220
32 29 29
200
BOSTON 32
52 36
CHICAGO 150 89
95 70
LONDON 100 72
LOS ANGELES 61 62
50 109 11 7 11 8
NEW YORK 70 70 85
31 12 26 17
ORANGE COUNTY 0
PHILADELPHIA 2013 2014 2015 2016 YTD 2016 YTD 2017
SAN DIEGO Physician Assisted Living Home Health Ambulatory
SILICON VALLEY YTD = Year-to-date through March 15
TAMPA Sources: CapIQ and Capstone Partners LLC Research
 Healthcare Services
Q2 2017

M&A TRENDS - BUSINESS DYNAMCIS THAT BUYERS ARE FAVORING

Based on recent discussions with buyers and investors, market participants are
generally favoring (or ascribing premium valuation) to healthcare services
businesses with some or all of the following characteristics.

 Sustainable/lower risk reimbursement profiles – Buyers are

generally seeking business models with lower reimbursement risk.
These predominantly include providers with contractual in-network
reimbursement arrangements with payers or those driven by fee-for-
service arrangements with patients. To the extent services are provided
on an out-of-network basis, those businesses with smaller premiums
over contract rates are generally preferred.

 High margin scalable business models – As expected, high margin

businesses that have displayed strong growth characteristics with the
ability to capitalize on significant future growth opportunities are
highly valued by buyers. In addition, businesses with either strong
referral networks or those with vibrant marketing capabilities that can
consistently generate their own patient leads receive premium values.
Organizations with strong back office capabilities (including talented
personnel in billing & coding, patient coordination & scheduling, and
accounting) together with a state-of-the-art electronic medical record
(EMR) system that can be leveraged are favored.

 Provider equity ownership and strong employment agreements –

Businesses where the medical service providers have equity ownership
(and plan to share in future value creation at the enterprise level) are
preferred. In any case, organizations where the employed medical
service providers have strong employment agreements with
enforceable non-competition and non-solicitation provisions are in
favor with buyers.

 Ability to recruit qualified providers who deliver favorable patient

outcomes – Buyers are generally seeking businesses that have
displayed an ability to successfully recruit qualified medical
professionals as their organizations have grown and achieved scale.
Favorable patient outcome statistics by physicians and patient
satisfaction with service providers are also very important.

 Control of or equity in facilities where services are provided –

Medical groups or doctor practices that control the facilities where they
provide services are favored. These include organizations that
own/control their offices, ambulatory surgery centers (ASCs) or acute
care centers. Also, buyers are seeking businesses with low capital
expenditure requirements. To the extent that businesses own facilities,
those with flexible capital expenditures that have an ability to decrease
capital expenditure spending if volume declines are favored.

 Geographic footprint in states with favorable regulatory

framework – Although federal healthcare law and regulations are
constantly changing, state-specific laws/regulations play an important
role in determining the ownership structure and day-to-day operations
of healthcare businesses. Businesses that operate in states with a
favorable regulatory framework (that is stable) will generally be viewed
as more valuable by buyers.

Capstone Partners LLC 2

 Healthcare Services
Q2 2017

SELECT HEALTHCARE SERVICES TRANSACTIONS

Several notable transactions have already been completed or announced in

Healthcare Services industry in 2017. Select transactions are outlined below,
followed by a more comprehensive list on the following table.

 Home Health & Hospice Care: Amedisys acquires Six Tenet

Healthcare Centers (March 2017) – Amesdisys, one of the largest
home healthcare providers in the US, agreed to acquire six Tenet
Healthcare home and hospice operations in Arizona, Illinois,
Massachusetts and Texas. Terms of the deal were not disclosed. Since
December 2015, Amesdisys has announced six acquisitions and
deployed approximately $125 million in capital.

 “This acquisition gives Amedisys an incredible opportunity to continue

our goal of providing high-quality post-acute services in key markets,”
said Amedisys President and CEO Paul Kusserow. “We look forward to
the opportunity to work with Tenet in these markets to improve the
delivery of care and management of patients across the care
continuum.”

 Assisted Living & Elderly Care: CNL Healthcare Properties II

acquires Summer Vista Assisted Living Community (February 2017)
– In its first acquisition, non-traded real estate investment trust CNL
Healthcare Properties II has agreed to acquire Summer Vista Assisted
Living for $21.5 million. Summer Vista Assisted Living Community is an
approximately 3.5 acre property with 67 assisted living units and 22
memory care units. The facility, complete with nature walking trails,
bistro and beauty salon, opened in February in Pensacola, Florida.

 Physician Practices: ADCS acquires Scottsdale Dermatology

(January 2017) – Advanced Dermatology and Cosmetic Surgery
(ADCS) acquired Dr. Glenn Yarbrough’s Scottsdale Dermatology, with
locations in both Scottsdale and Phoenix. Founded in 1989, ADCS has
a long history of being highly acquisitive in an effort to diversify its
platforms, expand geographically and, ultimately, dominate the market.
With more than 150 locations, ADCS is the largest dermatology
practice in the US and has already made five acquisitions year-to-date.

 “This acquisition in Arizona continues to expand our presence and

provide patients with better access to our doctors. We now have 6
clinics in the metropolitan area where we will continue to provide
superior patient care," said Dave Morell, President & COO of ADCS.

 Ambulatory facilities: Optum acquires Surgical Care Affiliates

(January 2017) – Optum, a United Healthcare Services’ subsidiary that
provides information and technology-enabled health services, acquired
leading ASC Surgical Care Affiliates (SCA). The deal closed at an
enterprise value of $4.2 billion and at an EBITDA multiple of 12.3x. SCA
and its affiliates operate 205 surgical centers and serve approximately 1
million patients throughout 30 states. The deal will help Optum create
a comprehensive ambulatory care service, expand geographically and
support value-based payment models and a multi-payer approach.

Capstone Partners LLC 3

 Healthcare Services
Q2 2017

AMBULATORY FACILITIES: SELECT M&A TRANSACTIONS

Enterprise EV / LTM
Ann. Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA
St. Anthony's
02/20/17 Mercy Health Offers medical treatment and healthcare services in IL. - - -
Medical Center
Immediate Clinic
02/13/17 Undisclosed buyer Comprises 14 urgent care centers. $41.5 - -
Seattle
Austin VA Innovation
01/13/17 Comprises a healthcare facility. - - -
Outpatient Clinic Institute
Millennium Ochsner Health Offers treatments for a range of injuries and illnesses to
01/10/17 - - -
Healthcare System adults and children at its urgent care centers located.
Hamilton Northstar Provides diagnosis services for vein diseases and treats
01/09/17 $13.3 - -
Vein Healthcare vein disorders on an outpatient basis.
Heritage; Vesey
01/09/17 HealthChannels Provides outpatient, urgent care and tele scribes. - - -
& HealthQuest
Surgical Care Operates a network of multi-specialty ambulatory
01/09/17 Optum $4,162.9 3.3x 12.3x
Affiliates surgery centers and surgical hospitals.
Santee Cooper Colonial Family
01/02/17 Comprises two healthcare facilities. - - -
Urgent Care Practice
Central Iowa Operates as an acute care facility with a state-of-the-
12/20/16 Allen Systems $12.5 - -
Healthcare art diagnostic imaging department.

AMBULATORY FACILITIES: PUBLIC COMPANY TRADING & OPERATING DATA

Price % 52 Wk Market Enterprise LTM EV / LTM

Company 03/22/17 High Cap Value Revenue EBITDA Margin Revenue EBITDA

Alliance Healthcare Services, Inc. $10.10 96.2% $109.2 $765.8 $505.5 $125.6 24.8% 1.5x 6.1x

DaVita HealthCare Partners Inc. $66.01 83.8% $12,845.5 $21,909.5 $14,733.4 $2,506.1 17.0% 1.5x 8.7x

Fresenius Medical Care $82.19 89.0% $25,168.3 $34,832.9 $18,341.0 $3,413.5 18.6% 1.9x 10.2x

HCA Holdings, Inc. $82.62 93.2% $30,605.8 $62,967.8 $41,490.0 $8,218.0 19.8% 1.5x 7.7x

Medical Facilities Corporation $13.71 78.1% $425.7 $557.2 $321.2 $92.2 28.7% 1.7x 6.0x

Nobilis Health Corporation $1.60 34.3% $124.5 $197.4 $286.1 $20.1 7.0% 0.7x 9.8x

RadNet, Inc. $5.75 72.1% $271.4 $892.2 $884.5 $117.2 13.3% 1.0x 7.6x

Surgical Care Affiliates, Inc. $56.22 97.9% $2,282.8 $3,998.5 $1,259.1 $285.2 22.6% 3.2x 14.0x

Surgery Partners, Inc. $19.10 83.6% $928.7 $2,796.8 $1,121.2 $244.8 21.8% 2.5x 11.4x

Mean 19.3% 1.7x 9.1x

EV = enterprise value; LTM = last twelve months
Median 19.8% 1.5x 8.7x
$ in millions, except per share data
NM = Not Meaningful; NA = Not Available Harmonic Mean 16.5% 1.4x 8.2x

Capstone Partners LLC 4

 Healthcare Services
Q2 2017

ASSISTED LIVING & ELDERLY CARE: SELECT M&A TRANSACTIONS

Enterprise EV / LTM
Ann. Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA
Assisted Living Mainstreet Health
03/14/17 Operates an assisted living facility in AZ. $38.0 - -
Facility in AZ Investments
The Blackstone
03/13/17 HCRIX Royal Operates an assisted living community in FL. $17.1 - -
Group
Four Senior
02/22/17 Welltower Comprises four senior living facilities in TX. $75.0 - -
Housing Facilities
Summer Vista CNL Healthcare
02/22/17 Comprises an assisted living facility. $21.5 - -
Assisted Living Properties II
Sabra Health
02/22/17 The Golden Crest Operates an assisted living community. - - -
Care REIT
Inspirit Senior Provides independent living, assisted living, and
02/16/17 Wesleyan Homes - - -
Living memory care services.
Oxford Grand American Senior Comprises an assisted living and memory care
02/15/17 $16.5 - -
McKinney Housing REIT community.
Silverado Senior
02/06/17 Hermann Park Comprises assisted living communities. - - -
Living
Two Applewood
02/02/17 CareTrust REIT Comprises senior care assisted living communities. $26.1 - -
Facilities
The Orchards Chartwell
01/10/17 Provides senior care services in ON. $22.0 - -
Retirement Retirement
Greenfield Senior Care Investment
01/09/17 Operates as a senior living retirement community in PA. - - -
Living of Lansdale Trust

ASSISTED LIVING & ELDERLY CARE: PUBLIC COMPANY TRADING & OPERATING DATA
Price % 52 Wk Market Enterprise LTM EV / LTM

Company 03/22/17 High Cap Value Revenue EBITDA Margin Revenue EBITDA

Brookdale Senior Living Inc. $11.96 61.6% $2,218.0 $8,046.5 $4,239.4 $797.9 18.8% 1.9x 10.1x

Capital Senior Living Corporation $13.51 64.8% $405.8 $1,310.9 $445.7 $75.9 17.0% 2.9x 17.3x

The Ensign Group, Inc. $18.26 76.5% $929.4 $1,147.8 $1,654.9 $119.3 7.2% 0.7x 9.6x

Five Star Quality Care Inc. $2.05 66.1% $102.5 $131.9 $1,127.9 $22.7 2.0% 0.1x 5.8x

Genesis Healthcare, Inc. $2.51 52.8% $231.8 $4,980.0 $5,624.6 $520.3 9.3% 0.9x 9.6x

Kindred Healthcare Inc. $8.15 52.0% $693.8 $3,919.8 $7,219.5 $546.3 7.6% 0.5x 7.2x

National HealthCare Corporation $71.88 91.0% $1,091.1 $1,077.0 $926.6 $110.1 11.9% 1.2x 9.8x

Sienna Senior Living Inc. $12.99 95.6% $598.9 $1,145.0 $370.7 $78.8 21.3% 3.1x 14.5x

Mean 11.3% 1.4x 10.5x

EV = enterprise value; LTM = last twelve months
Median 10.6% 1.0x 9.7x
$ in millions, except per share data
NM = Not Meaningful; NA = Not Available Harmonic Mean 5.4% 0.5x 9.4x

Capstone Partners LLC 5

 Healthcare Services
Q2 2017

HOME HEALTH & HOSPICE CARE: SELECT M&A TRANSACTIONS

Enterprise EV / LTM
Ann. Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA
Hospice of Cornerstone
03/13/17 Offers hospice care services. - - -
the Pines Healthcare
Six Tenet Operates home health and hospice services in AZ, IL,
03/01/17 Amedisys - - -
Healthcare Centers MA and TX.
Provides and franchises in-home senior care and elder
02/24/17 CK Franchising Private Investor - - -
care services and solutions.
Excel
01/12/17 Help at Home Offers home care services. - - -
Companion Care
SunLife Home Provides care management and home health care
01/11/17 Banner Health - - -
Health services for chronic medical and cognitive conditions.
Home Health
01/10/17 Jet Health Provides home health services. - - -
Investments
Care BelHealth Provides home healthcare nursing services for patients
01/04/17 - - -
Advantage Investment in Virginia and surrounding areas.
Associated
12/19/16 Home Staff Operates as a home healthcare agency. - - -
Home Care
Personal-Touch Anova Health
12/19/16 Provides home health care services. - - -
Home Care Care System

HOME HEALTH & HOSPICE CARE: PUBLIC COMPANY TRADING & OPERATING DATA
Price % 52 Wk Market Enterprise LTM EV / LTM

Company 03/22/17 High Cap Value Revenue EBITDA Margin Revenue EBITDA

Addus HomeCare Corporation $30.70 82.2% $350.7 $367.7 $400.7 $31.2 7.8% 0.9x 11.8x

Almost Family Inc. $47.10 92.4% $653.8 $920.0 $623.5 $39.4 6.3% 1.5x 23.4x

Amedisys Inc. $49.52 89.8% $1,664.2 $1,728.0 $1,417.9 $87.0 6.1% 1.2x 19.9x

Brookdale Senior Living Inc. $11.96 61.6% $2,218.0 $8,046.5 $4,239.4 $797.9 18.8% 1.9x 10.1x

Chemed Corporation $184.31 98.6% $3,006.7 $3,100.1 $1,576.9 $219.1 13.9% 2.0x 14.1x

The Ensign Group, Inc. $18.26 76.5% $929.4 $1,147.8 $1,654.9 $119.3 7.2% 0.7x 9.6x

Extendicare Inc. $7.85 97.8% $696.5 $997.4 $789.7 $70.1 8.9% 1.3x 14.2x

HEALTHSOUTH Corporation $41.35 95.3% $3,682.3 $6,989.3 $3,646.0 $820.0 22.5% 1.9x 8.5x

Kindred Healthcare Inc. $8.15 52.0% $693.8 $3,919.8 $7,219.5 $546.3 7.6% 0.5x 7.2x

LHC Group, Inc. $50.03 92.5% $908.2 $1,011.7 $900.0 $83.9 9.3% 1.1x 12.1x

Mean 13.9% 1.3x 13.1x

EV = enterprise value; LTM = last twelve months
Median 14.7% 1.2x 11.9x
$ in millions, except per share data
NM = Not Meaningful; NA = Not Available Harmonic Mean 10.0% 1.1x 12.5x

Capstone Partners LLC 6

 Healthcare Services
Q2 2017

PHYSICIAN PRACTICES: SELECT M&A TRANSACTIONS

Enterprise EV / LTM
Ann. Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA
Drs. Jaffe, O'Neill AAD Dermatology
03/16/17 Offers dermatology services. - - -
& Lindgren Management
Centre De MAB-Mackay Provides specialized rehabilitation services for adults
03/15/17 - - -
Réadaptation Rehabilitation with motor, speech and language disabilities.
Gastroenterology
03/15/17 CRH Medical Provides gastroenterology anesthesia services. - - -
Anesthesia
Dermatology Epiphany
03/14/17 Offer dermatology consulting services. - - -
Consultants Dermatology
Lower Manhattan Schweiger
03/08/17 Offers dermatology services. - - -
Medical Dermatology
Occupational
03/06/17 US Healthworks Provides occupational medicine services. - - -
Medicine Partners
Provides routine, cosmetic, and specialized dental
03/06/17 Dental Partners Dynamic Dental - - -
health services.
Dallas Epiphany
03/03/17 Provides clinical and cosmetic dermatology services. - - -
Dermatology Dermatology
Virginia Beach Integrated
02/15/17 Provides dermatology services. - - -
Dermatology Dermatology
Sectra’s Radiology Cascade Medical
02/06/17 Comprises an imaging center in the US. - - -
Imaging Imaging
Texoma Texas Dermatology Provides evaluation and treatments for conditions
02/06/17 - - -
Dermatology Associates involving the skin, hair and nails.
Specialists Provides remote, neurological, telestroke and
02/02/17 NeuroCall - - -
On Call teleneurology services.
Gastroenterology
02/01/17 CRH Medical Provides anesthesia services. - - -
Anesthesia Practice
Commonwealth St. Joseph Regional Operates as a physician practice that provides medical
01/31/17 - - -
Primary Care Health Network services to individuals and families.
Ampersand Capital
01/30/17 Genoptix Provides specialized oncology diagnostics services. - - -
& 1315 Capital
Howard K. Scott,
01/25/17 Pediatric Alliance Provides pediatric services. - - -
M.D. & Associates
Texas Dermatology Provides treatments for skin, hair and nail diseases in
01/25/17 Austin DermCare - - -
Associates adults and children of various ages.
Scottsdale Provides medical and cosmetic dermatology services
01/23/17 ADCS - - -
Dermatology to patients in AZ.
Maryland AAD Dermatology Offers general, surgical and cosmetic dermatology
01/20/17 - - -
Dermatology Management services.
Missoula Offers services that include mammography
01/19/17 Inland Imaging - - -
Radiology musculoskeletal imaging and nuclear imaging.
Great Neck Schweiger
01/05/17 Provides dermatology services. - - -
Dermatology Dermatology
Southlake Platinum Provides dermatologic care thorough its medical,
01/05/17 - - -
Dermatology Dermatology surgical and cosmetic services.
Stephen P. Castle Provides medical, surgical and cosmetic dermatologic
01/04/17 ADCS - - -
D.O., P.C. treatments.
Sunshine Envision
01/04/17 Provides dermatology and skin surgery services. - - -
Radiology Healthcare
Oro Valley Envision
01/03/17 Provides diagnostic imaging services. - - -
Anesthesia Healthcare

Capstone Partners LLC 7

 Healthcare Services
Q2 2017

CAPSTONE PARTNERS: HEALTHCARE SERVICES TRANSACTIONS

CONFIDENTIAL CONFIDENTIAL CONFIDENTIAL

corporate sale corporate sale corporate sale has been acquired by

(UNDER IOI) (IN PROCESS) (IN PROCESS)

Multisite Full Provider of Provider of

Service Eye Home Health Abdominal and
Care Practice Services Bariatric Surgery

has been acquired by has been acquired by has recapitalized with has recapitalized with

A PRIVATE
INVESTMENT GROUP a portfolio company of
AUDAX GROUP, INC.

has been acquired by has been acquired by has been acquired by has been acquired by

has acquired has recapitalized with has been acquired by has been acquired by

CERTIFIED IT &
ITRICITY FREEDOM DATA

has divested assets to has been acquired by has been acquired by has been acquired by

a portfolio company of

Capstone Partners LLC 8

 Healthcare Services
Q2 2017

THE HEALTHCARE SERVICES TEAM

John Ferrara, Founder & President

jferrara@capstonellc.com • (617) 619-3325
John Ferrara, the founder and principal shareholder of Capstone, serves as the
firm's President and Managing Partner. Over his extensive career in investment
banking, venture capital and management consulting, John has executed over
100 related engagements representing in excess of $6 billion in value. John was
formerly a Regional Managing Partner with Andersen Corporate Finance, where
he founded the Boston office and held various national and global leadership
positions. He started his career in Lehman's Brothers' M&A group in New York,
London and Riyadh, later becoming a founding member of Rodman & Renshaw's
M&A practice in New York. He earned an MBA in Entrepreneurial Studies from
The Anderson School at UCLA and the London School of Economics, during
which time he founded and operated a corporate finance advisory boutique, JG
Atlas Advisors, and its related investment arm, Atlantis Capital Partners. He holds
dual BA degrees from Wesleyan University and is qualified as a General Securities
Principal.

Len Batsevitsky, Director

lbatsevitsky@capstonellc.com • (617) 619-3365
With over 18 years of investment banking and financial advisory experience, Len
has developed extensive M&A transaction expertise serving as an adviser to
middle market companies on the buy-side and sell-side as well as advising on
capital raising transactions. In the past several years, he has been successful in
executing M&A or capital raising transactions with an aggregate value of nearly
half a billion dollars. Len also has extensive financing knowledge having spent six
years working in commercial lending/underwriting for Santander Bank. Prior to
investment banking and commercial lending, Len began he career at
PricewaterhouseCoopers LLP. Len is a graduate of the University of Buffalo with
a BS in Finance and Accounting. Len is a Certified Public Accountant, CFA
Charterholder and Registered Securities Representative having passed the FINRA
Series 79 and 63 examinations.

Sophea Chau, Director

schau@capstonellc.com • (617) 619-3307
Sophea has more than 10 years of experience in mergers & acquisitions, private
placements and financial advisory services. Her responsibilities include providing
financial and valuation analysis, performing due diligence, asset positioning and
strategy articulation. Prior to joining Capstone, Sophea was an analyst at FTN
Midwest Securities, a full-service investment banking firm based in Cleveland.
While working in their New York office, she focused on M&A advisory for middle-
market companies in a variety of industries, including healthcare, pharmaceutical
services and marketing & advertising. Sophea has a Bachelors in Economics from
Columbia University.

Capstone Partners LLC 9

CAPSTONE’S OFFICE LOCATIONS

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(617) 619-3300 (312) 674-4531 +44 (0) 203 427 5068 (858) 926-5950

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10th Floor Suite 600 12th Floor Suite 200
New York, NY 10173 Laguna Hills, CA 92653 Philadelphia, PA 19102 San Diego, CA 92130
(212) 634-0855 (949) 460-6431 (215) 854-4063 (858) 926-5950

SILICON VALLEY TAMPA

228 Hamilton Avenue 1550 W Cleveland Street
3rd Floor Suite 10
Palo Alto, CA 94301 Tampa, FL 33679
(650) 319-7370 (813) 251-7285

ABOUT CAPSTONE PARTNERS

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