Fairness opinionsManaged Care2016

Universal American acquired by WellCare Health Plans: fairness opinion by MTS Health Partners

Announced November 17, 2016 · One-step merger · All cash · DEFM14A filed January 17, 2017
Managed Care Health Plans
Enterprise value
$770M
equity $600M
EV / LTM EBITDA
9.3x
EBITDA $82.5M · 6% margin
EV / LTM revenue
0.52x
revenue $1.5B
DCF discount rate
8.3%–9.3%

Deal terms

ConsiderationAll cash
Price per share$10.00
Premium12.5%
Premium basisclosing price on November 16, 2016, the last trading day before announcement
StructureOne-step merger
Termination fee$18.0M (3.0% of equity)
Reverse termination fee
Go-shopNone
Outside dateJune 19, 2017

Opinion of MTS Health Partners to the target board

Delivered November 17, 2016

Discounted cash flow assumptions

Discount rate
BasisWACC
Terminal value
Perpetuity growth
Exit multiple
Projection period2016E-2021P
Projections usedCompany financial projections (management low case and high case)
Implied value per share

MTS reviewed and analyzed, based on the Company financial projections, the cash flows generated by the Company to determine the present value of the Company's discounted cash flows. Numerical detail of the DCF is not included in the provided sections.

Other analyses

AnalysisSummaryImplied per share
Selected Publicly Traded Companies AnalysisCompared the financial and operating performance of the Company with publicly available information concerning other publicly-traded companies and reviewed current and historical market prices of UAM common stock and of securities of such other companies. Companies and multiples not detailed in the provided sections.
Selected Business Combinations (Precedent Transactions) AnalysisReviewed and analyzed the proposed financial terms of the merger as compared to the financial terms of certain selected business combinations and the consideration paid in such transactions. Transactions and multiples not detailed in the provided sections.
Historical Stock Price / Equity Research ReviewReviewed current and historical market prices of UAM common stock and certain publicly available financial analyses and forecasts relating to the Company prepared by equity analysts who report on the Company.

Filing sections provided do not disclose MTS's fee arrangement; MTS was retained as financial advisor to the Board of Directors and its opinion was reviewed and approved by an MTS Securities fairness committee.

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Management projections

Projection yearYear 1Year 2Year 3Year 4CAGR
Revenue$1.6B$1.8B$1.9B$2.0B7.4%
Revenue growth9.3%8.4%7.2%6.6%
EBITDA$60.5M$72.8M$81.8M$89.6M14.0%
EBITDA growth-26.7%20.3%12.4%9.5%
EBITDA margin4%4%4%4%
Implied EV / EBITDA12.7x10.6x9.4x8.6x

Year-1 growth is against LTM at announcement ($1.5B revenue, $82.5M EBITDA); later years are year over year.

Management prepared low case and high case financial forecasts for fiscal years 2016E through 2021P, which were provided to the Board and to MTS; only high case forecasts for 2016E-2017P were shared with WellCare. Low case: total revenue of $1,407.2M in 2016E rising to $2,013.1M in 2021P, with EBITDA of $31.4M in 2016E rising to $89.6M in 2021P and net income of $2.1M rising to $34.4M. High case: total revenue of $1,407.2M in 2016E rising to $2,026.1M in 2021P, with EBITDA of $31.4M rising to $128.9M and net income of $2.1M rising to $58.8M.

Process notes

Single financial advisor (MTS Securities, LLC / MTS Health Partners) to the UAM Board of Directors; no special committee. Oral opinion delivered November 16, 2016, confirmed in writing November 17, 2016. The provided excerpt of the opinion section ends before the numerical detail of the selected companies, precedent transactions and DCF analyses, so multiples and implied per-share ranges are not available. Premium data: 12.5% to the 11/16/2016 close, 27.0% to the 30-day VWAP, 34.4% to the 60-day VWAP, and 30.2% to the 10/20/2016 close (last trading day before WellCare's indication of interest). Termination fee of $18.0M (~3.0% of implied equity value, implying roughly $600M equity value) plus up to $2.0M expense reimbursement; UAM sought but WellCare refused a go-shop provision. Outside date of June 19, 2017, extendable to November 17, 2017 for regulatory conditions. UAM preferred stock to be redeemed in accordance with its certificate of designation.

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