Premier acquired by Patient Square Capital: fairness opinion by Goldman Sachs and BofA Securities
Deal terms
CVR: Contingent value right tied to achievement of the FY28 Adjusted EBITDA Forecast; CVR agreement negotiated to provide enhanced enforcement rights, diligent efforts obligations and indemnification/reimbursement obligations of Patient Square Capital and the surviving company
Merger consideration valued at $28.25 per share of Company Class A common stock (as compared in BofA Securities' analyses), comprising cash plus a contingent value right tied to the FY28 Adjusted EBITDA Forecast
Implied value per share by method vs. $28.25 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Goldman Sachs to the target board
Discounted cash flow assumptions
Mid-year convention, discounted to June 30, 2025; separately discounted estimated NOL/tax amortization benefits for FY2026-FY2039 at 8.5%-10.5%
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Historical Stock Trading Analysis | Merger consideration represented premiums of 9.7% to the $25.75 closing price on September 19, 2025; 9.3% to the $25.85 closing price on September 5, 2025; 7.5% to the 52-week high closing price of $26.28 (period ended September 5, 2025); 16.7% to the 30-trading day VWAP of $24.21; 23.8% to the 60-day VWAP of $22.83; 23.9% to the 90-day VWAP of $22.79; and 8.7% to the median analyst price target of $26.00. 52-week low closing price also reviewed. | — |
| Illustrative Present Value of Future Share Price Analysis | Applied EV/NTM EBITDA multiples of 7.0x to 9.0x to estimated NTM EBITDA as of June 30 for FY2026-FY2028, adjusted for net debt and cumulative dividends, discounted to September 19, 2025 at a 10.2% cost of equity. | $22.18–$30.86 |
| Premia Paid Analysis (vs. undisturbed closing price) | Reviewed 79 all-cash U.S. LBO transactions announced January 1, 2018 through September 19, 2025 with enterprise values of $2-5 billion; median premium 32%, 25th percentile 21%, 75th percentile 47%. Applied 21%-47% to the undisturbed closing price of $25.85 (September 5, 2025). | $31.28–$37.91 |
| Premia Paid Analysis (vs. undisturbed 52-week high) | 25th percentile premium of (15)% and 75th percentile premium of 12% to targets' undisturbed 52-week high; applied (15)% to 12% to Premier's undisturbed 52-week high as of September 5, 2025. | $22.46–$29.46 |
Transaction fee estimated at approximately $29.6 million, all contingent upon consummation of the merger; Goldman Sachs may receive an additional discretionary fee of up to $5.4 million at the Company's sole discretion. Engagement letter dated May 28, 2025.
Opinion of BofA Securities to the target board
Discounted cash flow assumptions
Mid-year discounting convention, discounted to June 30, 2025; net cash as of June 30, 2025 added; fully diluted shares on treasury stock method
Selected public companies (10)
McKesson Corporation · Cencora, Inc. · Cardinal Health, Inc. · Owens & Minor, Inc. · IQVIA Holdings Inc. · R1 RCM, Inc. · Huron Consulting Group Inc. · HealthStream, Inc. · TruBridge, Inc. · Health Catalyst, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / CY2025E Adj. EBITDA | 6.1x | 11.1x | 13.9x | 8.0x–10.5x | $24.80–$32.30 |
| EV / CY2026E Adj. EBITDA | 5.7x | 10.2x | 12.7x | 7.0x–9.5x | $21.25–$28.55 |
Selected precedent transactions (11)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2024-12 | Patterson Companies, Inc. | Patient Square Capital, LP | — |
| 2024-08 | R1 RCM, Inc. | TowerBrook Capital Partners, L.P. | — |
| 2023-06 | Premier, Inc.'s Non-Healthcare GPO Operations | OMNIA Partners, Inc. | — |
| 2021-06 | Medline Industries, L.P. | Blackstone Inc.; Hellman & Friedman LLC; The Carlyle Group Inc. | — |
| 2020-02 | Acurity, LLC; Nexera, Inc. | Premier, Inc. | — |
| 2017-10 | Avendra, LLC | Aramark | — |
| 2016-11 | Innovatix, LLC; Essensa Ventures, LLC | Premier, Inc. | — |
| 2015-11 | MedAssets, Inc. | Pamplona Capital Management LLP | — |
| 2013-04 | Managed Health Care Associates, Inc. | Roper Technologies, Inc. | — |
| 2012-10 | PSS World Medical, Inc. | McKesson Corporation | — |
| 2010-09 | The Broadlane Group, Inc. | MedAssets, Inc. | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / NTM Adj. EBITDA (applied to FY2026E Adj. EBITDA) | 7.8x | 11.6x | 13.2x | 8.0x–12.0x | $22.25–$33.40 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| 52-Week Trading Range (informational) | Closing trading price range of Company Class A common stock for the 52-week period ended on the Unaffected Date (September 5, 2025). | $17.46–$26.28 |
| Wall Street Analyst Price Targets (informational) | Publicly available equity research analyst price targets, discounted by one year at the Company's estimated mid-point cost of equity of 10.2%. | $18.15–$25.41 |
| Premia Calculations - vs. Unaffected Share Price (informational) | Reviewed premia paid in precedent LBO transactions announced between 2015 and June 30, 2025 involving U.S. public targets with transaction value of $1.0-$6.0 billion; applied an illustrative premia range of 23.0% to 48.0% to the Unaffected Share Price of $25.85. | $31.80–$38.26 |
| Premia Calculations - vs. Unaffected 52-Week High (informational) | Applied a premia reference range of (12)% to 7% to the unaffected 52-week high of $26.28 as of September 4, 2025. | $23.13–$28.12 |
| Present Value of Future Share Price (informational) | Illustrative future value per share through end of fiscal years 2026 and 2027 using EV/NTM Adj. EBITDA of 7.5x to 9.5x and a 10.2% cost of equity discount rate, based on the Management Projections. | $23.60–$30.83 |
| Leveraged Buy-Out Analysis (informational) | Hypothetical LBO assuming a June 30, 2025 closing, 6.0x leverage, five-year holding period, sponsor IRRs of 17.5%-22.5% and exit NTM Adj. EBITDA multiples of 8.5x-10.5x, based on the Management Projections. | $25.20–$32.00 |
Aggregate fee estimated at approximately $13.5 million, $2 million payable upon delivery of the opinion and the remainder contingent upon consummation of the merger. BofA and affiliates derived approximately $6 million of revenue from the Company and approximately $64 million from Patient Square and its affiliates/portfolio companies from September 1, 2023 through August 31, 2025.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $955M | $1.0B | $1.1B | $1.2B | $1.3B | 7.7% |
| Revenue growth | -1.5% | 5.2% | 9.1% | 7.4% | 9.1% | |
| EBITDA | $232M | $260M | $284M | $312M | $365M | 12.0% |
| EBITDA growth | -2.3% | 12.1% | 9.2% | 9.9% | 17.0% | |
| EBITDA margin | 24% | 26% | 26% | 27% | 28% | |
| Implied EV / EBITDA | 11.2x | 10.0x | 9.2x | 8.3x | 7.1x |
Year-1 growth is against LTM at announcement ($970M revenue, $238M EBITDA); later years are year over year.
Company management prepared nonpublic unaudited "Financial Forecasts" for fiscal years 2026 through 2039 (FY2026-FY2030 from management's long-range plan excluding the Contigo Health business; FY2031-FY2039 extrapolated by management assuming reduced growth rates). Total revenue grows from $955 million in FY2026 to $1,284 million in FY2030 and $1,603 million in FY2039, with Total Adjusted EBITDA (unburdened by SBC) of $232 million in FY2026, $365 million in FY2030 and $456 million in FY2039; unlevered free cash flow of $111 million in FY2026 rising to $229 million in FY2039, plus separately projected tax amortization and NOL benefits. Only FY2026-FY2030 were made available to Patient Square; the full forecast set was approved for use by BofA Securities and Goldman Sachs.
Process notes
Other Outsourced Services fairness opinions
- ProAssurance / The Doctors 2025 · 12.4x EV/EBITDA
- Cross Country Healthcare / Knox Lane 2026 · 16.3x EV/EBITDA
- R1 RCM / TowerBrook and CD&R 2024 · 13.6x EV/EBITDA
- Stericycle / Waste Management 2024 · 15.1x EV/EBITDA
- Cross Country Healthcare / Aya Healthcare 2024 · 12.1x EV/EBITDA
- Bowhead Specialty / American Family Mutual Insurance 2026 · 15.2x EV/EBITDA
All Outsourced Services opinions → · Goldman Sachs opinions · BofA Securities opinions