Envision Healthcare — SPAC Merger (June 2016)
17 slides from Envision Healthcare's SPAC merger presentation, Jun 16, 2016
Slide 1: Information Related to This Communication
2 INFORMATION RELATED TO THIS COMMUNICATION No Offer or Solicitation / Additional Information and Where to Find It This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or app
Slide 2: Forward-Looking Statements
3 Forward-Looking Statements Certain statements and information in this presentation may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relatin
Slide 3: Proposed merger creates a nationwide healthcare services organization
Source: Company filings, investor presentations, management estimates, and FactSet market data. (1) LTM as of 3/31/2016. Does not include expected synergies from this transaction. Does not include pro forma results for completed acquisitions. Adjusted EBITDA is defined above under “Non-GAAP Financia
Slide 4: Creating Significant Value for All Shareholders
5 Notes: (1) LTM Total Debt to Adjusted EBITDA and Net Debt to Adjusted EBITDA. For purposes of calculating leverage ratios, Adjusted EBITDA for each of Envision and AMSURG includes pre-acquisition Adjusted EBITDA of certain acquired companies. Also includes 50% of expected cost synergies from this
Slide 5: Summary Terms of Transaction
6 Summary Terms of transaction All-stock, tax-free merger of equals transaction at a fixed exchange ratio of 0.334 AMSURG shares per Envision share Pro forma ownership split of 53% Envision / 47% AMSURG $100 million of run-rate synergies expected to be achieved in full over three years Approximately
Slide 6: Refinancing to Optimize Capital Structure
7 Refinancing to optimize Capital Structure New debt used to refinance existing debt and pay transactions fees: $1,010 million AMSURG credit facilities $250 million AMSURG 5.625% senior unsecured notes due 2020 $1,273 million Envision term loan B due 2018 Pro Forma capital structure: $1.0 Billion AB
Slide 7: Combination of Two Best-in-Class Platforms
Evolution 6% Surgery 1% Anesthesia 4% Radiology 1% Other 4% Children’s Svcs. 3% Radiology 4% Other 2% Emergency 4% 8 Combination of two best-in-class platforms Source: Company filings as of 5/31/2016. Note: (1) LTM as of 3/31/2016. Does not include expected synergies from this transaction. Does not
Slide 8: Pursuit of Greater Scale and Scope
Pursuit of Greater Scale and Scope Enhanced continuum of services and national footprint provides better options to partners Performance Excellence Specialization creates capabilities and infrastructure to support continued growth Local Relevance Creates value by delivering to systems, payors and pa
Slide 9: Changing Healthcare Landscape
10 Changing Healthcare Landscape Established leader in new healthcare marketplace TODAY TODAY’S MARKETPLACE MARKETPLACE OF THE FUTURE Traditional Group Practices Comprehensive Provider Groups Partnering With Health Systems to Build Solutions Limited Quality Management Infrastructure Scaled Businesse
Slide 10: Differentiated Suite of Clinical Network Solutions
1 ED / Hospitalist Anesthes-iology Children’s Services Radiology Surgery Center Post-Acute Medical Transport Differentiated suite of clinical NETWORK solutions Source: Company filings and management estimates as of 5/31/2016. Notes: (1) Actual LTM as of 3/31/16 business mix unless otherwise noted; T
Slide 11: $180 Billion Highly Fragmented Addressable Markets
ED / Hospitalist Anesthesiology Radiology Children's Services ASC Post Acute Medical Transport 7% 86% 7% 6% 8% 86% 95% 3% 2% 79% 20% 1% 82% 14% 99% <1% 90% 10% 12 GROWTH CATALYST Source: Public filings, Wall Street Research and company management presentations. Emergency Department & Hospitalist Ser
Slide 12: National Presence
13 NATIONAL presence Notes: (1) Location and contract count based on combined ASC locations, hospital department contracts by specialty, and county-level contracts for medical transportation services. >2,300 Locations and Contracts(1) 48 States 780 Hospitals AMSURG EVHC AMSURG EVHC Combined Presence
Slide 13: Significant Greenfield and Cross-Sell Opportunities
14 Significant greenfield and cross-sell opportunities 3,077 Target Hospitals Expansion Opportunities (75%) Current Hospitals Served (25%) Total Market Opportunity There are ~5,200 hospitals in the US Emergency Medicine opportunity Sheridan has ~200 hospital contracts Only 32% have Sheridan/EmCare e
Slide 14: Leaders with Track Record of Success
15 Leaders with Track Record of Success Targeted Integration Plan Commitment to Execution Continuity of Management Proven execution in transformational combinations Strongest combination of talent and practices Near-Term Focus Areas Corporate overhead Alignment of emergency and anesthesia Focus on C
Slide 15: Adding Value for Key Stakeholders
16 Adding value for key stakeholders Health Systems Providers Payors Patients Shareholders Employees Trusted, Performance Driven, Strategic Partner National Footprint for Innovative, Value-Based Solutions Improved Quality, Outcomes and Efficiency Accelerated Growth Highly Engaged Workforce Helping P
Slide 16: Adding Value for Key Stakeholders
ss ADDING VALUE FOR KEY STAKEHOLDERS Trusted, Performance Driven, Strategic Partner eres Kos > . = Envision Improved Accelerated Mucactucare Quality, Growth 2017 Outcomes and Efficiency National Footprint for Innovative, Value- Based Solutions sr Envision AMSURG 16
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