Envision Healthcare Holdings acquired by AmSurg: fairness opinion by Evercore
Deal terms
All-stock merger of equals: AmSurg merged into Newco (Merger 1) and Envision merged into Newco (Merger 2); each share of Envision common stock exchanged for 0.334 shares of Newco common stock. Envision's unaffected closing price was $25.54 on June 7, 2016 and AmSurg's was $76.36.
Implied value per share by method
Ranges as disclosed in the banker’s summary of analyses.
Opinion of Evercore to the target board
Discounted cash flow assumptions
Envision terminal multiple method implied $39.98-$55.48 per share; Envision perpetuity growth method (2.25%-2.75%) implied $44.26-$68.65. AmSurg DCF: discount rates 6.25%-7.25%, terminal EV/EBITDA 11.0x-13.5x implied $93.15-$130.00 per share; perpetuity growth 2.5%-3.0% implied $104.90-$172.07. Implied exchange ratio ranges: 0.307-0.596 (terminal multiple) and 0.257-0.654 (perpetuity growth) vs. Exchange Ratio of 0.334. Envision net debt included $122.1 million of incremental net debt from the Emergency Physicians Medical Group acquisition.
Selected public companies (6)
MEDNAX, Inc. · TeamHealth, Inc. · Air Methods Corp. · The Providence Service Corporation · Surgical Care Affiliates, Inc. · Surgery Partners, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| Envision peers: TEV / 2015A EBITDA | 8.1x | — | 12.4x | — | — |
| Envision peers: TEV / 2016E EBITDA (applied to Envision Management Case) | 6.6x | — | 11.2x | 9.0x–11.5x | $18.53–$27.75 |
| Envision peers: TEV / 2017E EBITDA (applied to Envision Management Case) | 6.1x | — | 10.2x | 8.0x–10.5x | $19.96–$30.75 |
| Envision: TEV / 2016E EBITDA (Consensus Projections) | 6.6x | — | 11.2x | 9.0x–11.5x | $18.93–$28.25 |
| Envision: TEV / 2017E EBITDA (Consensus Projections) | 6.1x | — | 10.2x | 8.0x–10.5x | $18.88–$29.35 |
| AmSurg peers: TEV / 2016E EBITDA (applied to AmSurg Management Case) | 11.0x | — | 13.0x | 10.5x–12.5x | $70.30–$90.74 |
| AmSurg peers: TEV / 2017E EBITDA (applied to AmSurg Management Case) | 9.1x | — | 11.7x | 9.5x–11.5x | $73.72–$97.03 |
| AmSurg: TEV / 2016E EBITDA (Consensus Projections) | 11.0x | — | 13.0x | 10.5x–12.5x | $70.80–$91.33 |
| AmSurg: TEV / 2017E EBITDA (Consensus Projections) | 9.1x | — | 11.7x | 9.5x–11.5x | $72.25–$95.25 |
| Implied exchange ratio (2016 TEV/EBITDA) | — | — | — | — | $0.20–$0.40 |
| Implied exchange ratio (2017 TEV/EBITDA) | — | — | — | — | $0.20–$0.42 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Sum-of-the-Parts Analysis - Envision | Valued Envision's Outsourced Physician Services segment at 10.5x-12.5x 2016E Adjusted EBITDA ($4,491-$5,347 million) and 9.5x-11.5x 2017E ($4,847-$5,868 million), and Medical Transportation at 7.0x-9.0x 2016E ($2,079-$2,673 million) and 6.0x-8.0x 2017E ($1,996-$2,661 million). Summary value $6,570-$8,020 million (2016E) and $6,844-$8,529 million (2017E); less net debt of $2,954 million produced per-share values of $18.52-$25.85 (2016E) and $19.91-$28.41 (2017E). | $18.52–$28.41 |
| Sum-of-the-Parts Analysis - AmSurg | Valued AmSurg's Outsourced Physician Services segment at 10.5x-12.5x 2016E Adjusted EBITDA ($3,759-$4,475 million) and 9.5x-11.5x 2017E ($3,993-$4,834 million), and Ambulatory Surgery Centers at 10.5x-12.5x 2016E ($2,464-$2,933 million) and 9.5x-11.5x 2017E ($2,428-$2,939 million). Less net debt of $2,143 million produced per-share values of $70.30-$90.74 (2016E) and $73.72-$97.03 (2017E). Implied exchange ratios of 0.204-0.368 (2016E) and 0.205-0.385 (2017E) vs. 0.334. | $70.30–$97.03 |
| Last Twelve Month Trading Range | For the twelve months ended June 13, 2016, Envision closing prices ranged from $18.31 to $45.95 and AmSurg from $54.11 to $87.42, implying an exchange ratio reference range of 0.209 to 0.849 vs. the Exchange Ratio of 0.334. Reviewed for informational purposes only. | $18.31–$45.95 |
| Research Analyst Price Targets | As of June 14, 2016, analyst price targets ranged from $27.00 to $37.00 for Envision and $88.00 to $100.00 for AmSurg, implying an exchange ratio reference range of 0.270 to 0.420 vs. 0.334. Informational only. | $27.00–$37.00 |
| Historical Share Price Ratio | Envision/AmSurg closing price ratio for the one year ended June 7, 2016: one-year average 0.395, six-month 0.307, three-month 0.294, one-month 0.319, and 0.334 as of the last unaffected date June 7, 2016, vs. the Exchange Ratio of 0.334. | — |
| Contribution Analysis | Envision contributed 53.5%/54.2%/55.4% of combined Adjusted EBITDA in 2016E/2017E/2018E on a levered basis (55.2%/55.9%/57.1% unlevered); combined Adj. EBITDA of $1,323 million (2016E), $1,532 million (2017E) and $1,764 million (2018E). Envision also contributed 53.2%-55.7% of adjusted net income over 2016E-2018E. | — |
| Illustrative Theoretical Pro Forma Analysis | Reviewed for informational purposes only, reflecting the Projected Synergies; no valuation range disclosed. | — |
Engagement letter dated May 24, 2016 provided an opinion fee of $2.5 million, $1.25 million paid promptly following delivery of the opinion and $1.25 million payable upon closing. A separate engagement letter dated August 24, 2016 provides an additional $2.5 million general financial advisory fee payable upon closing.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | CAGR |
|---|---|---|---|---|---|
| Revenue | $7.7B | $8.8B | $10B | $12B | 15.3% |
| Revenue growth | 14.7% | 15.5% | 15.2% | 15.3% | |
| EBITDA | $857M | $1.0B | $1.2B | $1.4B | 17.8% |
| EBITDA growth | 17.3% | 17.6% | 18.2% | 17.8% | |
| EBITDA margin | 11% | 11% | 12% | 12% | |
| Implied EV / EBITDA | 9.6x | 8.1x | 6.9x | 5.9x |
Year-1 growth is against LTM at announcement ($6.7B revenue, $730M EBITDA); later years are year over year.
Evercore used the Envision Projections (prepared by Envision management) and the AmSurg Projections (prepared by AmSurg management and furnished by Envision management), with unlevered after-tax free cash flows forecast from June 30, 2016 through December 31, 2020, plus IBES consensus projections for both companies. Contribution analysis figures show Envision Adjusted EBITDA of $730 million in 2016E rising to $1,007 million in 2018E, and AmSurg Adjusted EBITDA of $593 million in 2016E rising to $757 million in 2018E (combined $1,323 million to $1,764 million). Projected Synergies from the Mergers were assessed by managements and used in an illustrative theoretical pro forma analysis.
Process notes
Other Physician Groups fairness opinions
- Network Medical Management / Apollo Medical Holdings 2016 · 9.5x EV/EBITDA
- Team Health Holdings / Blackstone 2016 · 11.5x EV/EBITDA
- USMD Holdings / WellMed Medical Management 2016 · 15.5x EV/EBITDA
- ExamWorks Group / Leonard Green & Partners 2016 · 11.5x EV/EBITDA
- IPC Healthcare / TeamHealth 2015 · 22.5x EV/EBITDA
- Envision Healthcare Holdings / KKR 2018 · 10.0x EV/EBITDA