Healthcare M&A and Finance Summit September 25, 2008 Partners - - PowerPoint PPT Presentation

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Healthcare M&A and Finance Summit September 25, 2008 Partners - - PowerPoint PPT Presentation

Nelson Mullins Riley & Scarborough LLP Healthcare M&A and Finance Summit September 25, 2008 Partners in the Business of Healthcare Welcome and Introduction Glenn Sturm, Partner Glenn Sturm, Partner Nelson Mullins Riley &


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Partners in the Business of Healthcare

Nelson Mullins Riley & Scarborough LLP

Healthcare M&A and Finance Summit

September 25, 2008

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Welcome and Introduction

  • Glenn Sturm, Partner

Glenn Sturm, Partner

Nelson Mullins Riley & Scarborough, LLP Nelson Mullins Riley & Scarborough, LLP

  • Barry Alexander, Partner

Barry Alexander, Partner

Nelson Mullins Riley & Scarborough, LLP Nelson Mullins Riley & Scarborough, LLP

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Nelson Mullins Riley & Scarborough LLP

Overview

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FIRM OVERVIEW

Full Service Firm Founded in 1897 More than 400 lawyers in 2007 Benefits from the continued growth of SE region Ten offices (Atlanta, Boston, Washington, D.C. and

throughout the Carolinas)

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OUR APPROACH

  • Our Mission Statement

To provide creative business To provide creative business solutions to complex problems solutions to complex problems and add value in the process. and add value in the process.

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FIRM BENEFITS

Large firm pedigrees and experience Small firm focus and attention Top tier clients Hundreds of transactions Focus on private and public middle-market

companies, sponsors and transactions

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SLIDE 7

OUR APPROACH

Large Firm Expertise Large Firm Expertise Focus on Business Focus on Business-

  • Oriented Solutions

Oriented Solutions Active Partner Involvement and Supervision Active Partner Involvement and Supervision Leaner Staffing Leaner Staffing Lower Cost Infrastructure Lower Cost Infrastructure Superior, Cost Superior, Cost-

  • Effective Execution

Effective Execution

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FIRM RECOGNITION

54 lawyers recognized in The Best

Lawyers in America (2007)

Corporate M&A, health care and general

litigation practices "among best in the region" - Chambers & Partners

"Go-to firm" for corporate governance -

BellSouth

Products liability practice "among best in

the nation" - Chambers & Partners

"Go-to firm" for litigation - Wyeth, Georgia-

Pacific and Whirlpool

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SLIDE 9

Agenda

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Partners in the Business of Healthcare

How to Finance a Healthcare Deal in a Challenging Market: Back to the Basics

Nelson Mullins Riley & Scarborough LLP

Healthcare M&A and Finance Summit

September 25, 2008

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SLIDE 11

How to Finance a Healthcare Deal in a Challenging Market: Back to the Basics

  • Helen E. Quick, Moderator

Helen E. Quick, Moderator

Nelson Mullins Riley & Scarborough, LLP Nelson Mullins Riley & Scarborough, LLP

  • Hector

Hector Calzada Calzada

Deloitte Financial Advisory Service Deloitte Financial Advisory Service

  • John Valentine

John Valentine

Hyde Park Capital Partners, LLC Hyde Park Capital Partners, LLC

  • David Yates

David Yates

ORIX Healthcare Finance ORIX Healthcare Finance

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SLIDE 12

Helen E. Quick, Partner Helen E. Quick, Partner Nelson Mullins Riley & Scarborough, LLP Nelson Mullins Riley & Scarborough, LLP

  • Helen E. Quick

Helen E. Quick is a partner in the firm's Washington, DC office and serves as is a partner in the firm's Washington, DC office and serves as a vice a vice-

  • chair the firm's National Healthcare Practice Group.

chair the firm's National Healthcare Practice Group.

  • Ms. Quick has served as an in
  • Ms. Quick has served as an in-
  • house general counsel for two companies

house general counsel for two companies where she managed the business development, human resource and l where she managed the business development, human resource and legal egal departments of each company. departments of each company.

  • Ms. Quick has represented clients for almost 20 years in structu
  • Ms. Quick has represented clients for almost 20 years in structuring,

ring, negotiating and documenting private financing transactions, incl negotiating and documenting private financing transactions, including asset uding asset-

  • based, cash flow and real estate loans, purchase and sale trans

based, cash flow and real estate loans, purchase and sale transactions, joint actions, joint ventures and mergers and acquisitions. ventures and mergers and acquisitions.

  • Ms. Quick provides guidance to a variety of healthcare companies
  • Ms. Quick provides guidance to a variety of healthcare companies, including

, including hospitals, healthcare systems, ambulatory surgery centers, pharm hospitals, healthcare systems, ambulatory surgery centers, pharmacies and acies and physical therapy practices regarding general contracting, licens physical therapy practices regarding general contracting, licensing and ing and strategic planning. strategic planning.

  • Nelson Mullins Riley & Scarborough LLP

Nelson Mullins Riley & Scarborough LLP is a national law firm with almost is a national law firm with almost 450 attorneys and a strong reputation in meeting the complex lit 450 attorneys and a strong reputation in meeting the complex litigation, igation, corporate, securities, regulatory, and other legal needs of a wi corporate, securities, regulatory, and other legal needs of a wide range of de range of companies and individuals, offering solutions that complement ou companies and individuals, offering solutions that complement our clients' r clients' values and objectives for more than 100 years. values and objectives for more than 100 years.

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Impact of Recent Developments on Impact of Recent Developments on Ability to Obtain Healthcare Financing Ability to Obtain Healthcare Financing

  • Who has the capital?

Who has the capital?

  • Economic Policy vs. Healthcare Policy

Economic Policy vs. Healthcare Policy— — Impact of Presidential Election Impact of Presidential Election

  • Ever

Ever-

  • evolving Landscape

evolving Landscape— —Bear Stearns, Bear Stearns, Fannie Mae, Freddie Mac, Lehman Bros., Fannie Mae, Freddie Mac, Lehman Bros., Merrill Lynch, AIG, Goldman Sachs Merrill Lynch, AIG, Goldman Sachs… …

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SLIDE 25

Valuation of Healthcare Valuation of Healthcare Companies Companies

  • Volume of deals

Volume of deals— —Small vs. Large Small vs. Large Companies Companies

  • Changes in EBITDA Sale Multiples vs.

Changes in EBITDA Sale Multiples vs. Financing Leverage Multiples Financing Leverage Multiples

  • Adjustment of Expected Rates of Return for

Adjustment of Expected Rates of Return for Private Equity Investors Private Equity Investors

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Volume of Deals Volume of Deals

Deal Volume (No. of Transactions)

Sector YTD 2008 2007 2006 2005 Behavioral Health 48 13 24 26 E-Health 81 59 74 61 Home Health 20 48 55 73 Hospitals 31 57 56 50 Labs, MRI, Dialysis 28 52 46 39 Long-Term Care 23 125 146 129 Managed Care 8 28 28 30 Physician Groups 6 41 32 35 Rehabilitation 12 14 9 10 Other 62 104 136 135 Subtotal Services 319 541 606 588 Biotechnology 93 142 115 113 Medical Devices 79 191 150 141 Pharmaceuticals 35 177 138 128 Subtotal Life Sciences 207 510 403 382 Grand Total 526 1,051 1,009 970

Source: Irving Levin Associates, Inc.

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Volume of Deals Volume of Deals (continued)

(continued)

Deal Value ($mm)

Sector YTD 2008 2007 2006 2005 Behavioral Health $ 140 $ 58 $ 1,771 $ 1,200 E-Health 5,845 1,505 4,863 4,100 Home Health 2,804 1,485 842 498 Hospitals 1,814 8,416 35,738 2,880 Laboratories, MRI, Dialysis 364 5,303 2,537 6,500 Long-Term Care 1,429 14,719 22,629 6,900 Managed Care 845 8,804 1,254 19,100 Physician Medical Groups 222 98 237 1,100 Rehabilitation 14 432 153 96 Other 8,386 14,245 30,888 8,000 Services Subtotal $ 21,863 $ 55,065 $ 100,912 $ 50,374 Biotechnology $ 76,358 $ 40,632 $ 36,407 $ 23,100 Medical Devices 62,215 57,936 53,268 42,200 Pharmaceuticals 34,122 72,862 77,851 46,600 Life Sciences Subtotal $ 172,694 $ 171,430 $ 167,526 $ 111,900 Grand Total $ 194,557 $ 226,495 $ 268,438 $ 162,274

Source: Irving Levin Associates, Inc.

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Volume of Deals Volume of Deals (continued)

(continued)

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Capital Structures Capital Structures Back to the Basics Back to the Basics

  • Senior/Mezz/Equity

Senior/Mezz/Equity

  • Tumultuous Times

Tumultuous Times— —LIBOR Floors, Best LIBOR Floors, Best Efforts Underwriting, the Demise of the Efforts Underwriting, the Demise of the Second Lien Market, and End of "Covenant Second Lien Market, and End of "Covenant-

  • Lite" Era

Lite" Era

  • Cost of Capital

Cost of Capital— —Fees, OID, and Warrants Fees, OID, and Warrants

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THE GOOD THE GOOD… … Attractive Industry Sectors: Attractive Industry Sectors: What's Hot and Why? What's Hot and Why?

  • Government Reimbursement Environment

Government Reimbursement Environment

  • Industry Fragmentation

Industry Fragmentation— —Consolidation Consolidation Opportunities Opportunities

  • Effective Management and Cost

Effective Management and Cost Containment Containment

  • Regulatory Barriers to Entry

Regulatory Barriers to Entry

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THE BAD THE BAD… … Challenged Healthcare Sectors Challenged Healthcare Sectors

  • Restrictions in Physician Referrals and

Restrictions in Physician Referrals and Ownership Ownership

  • Moratoriums

Moratoriums

  • Impact of Medicare Advantage/Part D

Impact of Medicare Advantage/Part D

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THE UGLY THE UGLY… … War Stories & Financing Distressed Debt War Stories & Financing Distressed Debt

  • Distressed Debt

Distressed Debt— —Finding the Good in the Finding the Good in the Bad Bad

  • War Stories

War Stories— —"Do you feel lucky punk? Well, "Do you feel lucky punk? Well, do you?" do you?"

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Partners in the Business of Healthcare

Top 10 Deal Issues That Keep You Up At Night (And How To Put Them To Bed)

Nelson Mullins Riley & Scarborough LLP

Healthcare M&A and Finance Summit

September 25, 2008

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Welcome and Introduction

  • Michael Hollingsworth, Partner

Michael Hollingsworth, Partner

Nelson Mullins Riley & Scarborough, LLP Nelson Mullins Riley & Scarborough, LLP

  • Ed Croft, Founder and Managing Director

Ed Croft, Founder and Managing Director

Croft & Bender, LLC Croft & Bender, LLC

  • Chris Joyce, Executive Vice President,

Chris Joyce, Executive Vice President, Mergers and Acquisitions Mergers and Acquisitions

Alliance Imaging, Inc. Alliance Imaging, Inc.

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Discussion Framework: Discussion Framework:

  • Recent Deals by Panelists

Recent Deals by Panelists

  • Background

Background

  • Major Deal Issues

Major Deal Issues

  • Unique Issues Because of Current

Unique Issues Because of Current Market Market

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Vetting Targets Vetting Targets

  • Huge Volume of Selling Activity

Huge Volume of Selling Activity

  • Dislocated Assets

Dislocated Assets

  • Private Equity Exits

Private Equity Exits

  • Good Time for Strategic Buyers

Good Time for Strategic Buyers

  • How Do You Vet Deals Without

How Do You Vet Deals Without Getting Bogged Down? Getting Bogged Down?

  • Geographic Footprint

Geographic Footprint

  • By Asset Category and Size

By Asset Category and Size

  • Auction Strategies

Auction Strategies

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SLIDE 37

Healthcare Healthcare-

  • Related Risks

Related Risks

  • Reimbursement

Reimbursement

  • Fraud and Abuse/Carve

Fraud and Abuse/Carve-

  • outs
  • uts
  • Unknown Malpractice Liabilities

Unknown Malpractice Liabilities

  • Facilities in CON States

Facilities in CON States

  • Target

Target-

  • Specific Risks Such as

Specific Risks Such as Independent Diagnostic Testing Independent Diagnostic Testing Facility Medicare Rules Facility Medicare Rules

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Certainty of Closing in Certainty of Closing in Unstable Market Unstable Market

  • Financing Outs

Financing Outs

  • More Sign and Close Deals?

More Sign and Close Deals?

  • Material Adverse Change Provisions

Material Adverse Change Provisions

  • Definition of MAC

Definition of MAC

  • For Benefit of Buyer or its Lenders?

For Benefit of Buyer or its Lenders?

  • Due Diligence Outs

Due Diligence Outs

  • Reverse Break Fee as Seller's

Reverse Break Fee as Seller's Exclusive Remedy Exclusive Remedy

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Risk Allocation Issues Risk Allocation Issues

  • Survival of Representations and

Survival of Representations and Warranties Warranties

  • Longer Survival in Current Market?

Longer Survival in Current Market?

  • Larger Basket Instead of Pervasive Qualifiers

Larger Basket Instead of Pervasive Qualifiers in Reps and Warranties? in Reps and Warranties?

  • Indemnification Rights

Indemnification Rights

  • Caps

Caps

  • Baskets and Mini

Baskets and Mini-

  • baskets

baskets

  • Carve

Carve-

  • outs to Indemnification Limitations
  • uts to Indemnification Limitations
  • Escrows or Holdbacks

Escrows or Holdbacks

  • Working Capital

Working Capital

  • Indemnity

Indemnity

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Customer Customer-

  • Related Risks

Related Risks

  • Timing of Talking to Target's

Timing of Talking to Target's Customers Customers

  • How to Address Potential Loss

How to Address Potential Loss

  • f Material Customers
  • f Material Customers
  • Will Loss of Customers Trigger a

Will Loss of Customers Trigger a MAC? MAC?

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Purchase Price Issues Purchase Price Issues

  • Getting What You Paid For

Getting What You Paid For

  • Financial and Operational Due Diligence

Financial and Operational Due Diligence

  • Divisional Purchases with no Separate

Divisional Purchases with no Separate Financials Financials

  • Purchase Price Adjustments

Purchase Price Adjustments

  • Working Capital

Working Capital

  • Balance Sheet

Balance Sheet

  • Other Metric

Other Metric

  • Earnouts

Earnouts to Bridge Valuation Gap to Bridge Valuation Gap

  • Disputes Common

Disputes Common

  • Hard to Define on Front End

Hard to Define on Front End

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Post Post-

  • Closing Matters

Closing Matters

  • Integration

Integration

  • Information Technology

Information Technology

  • Cultural Integration

Cultural Integration

  • Post

Post-

  • Closing Disputes

Closing Disputes

  • Mediation or Arbitration

Mediation or Arbitration

  • Court Proceeding

Court Proceeding

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Partners in the Business of Healthcare

Latest Trends in Healthcare: Key Drivers in Deal Activity and Hot Sectors for Investment

Nelson Mullins Riley & Scarborough LLP

Healthcare M&A and Finance Summit

September 25, 2008

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Latest Trends in Healthcare: Key Drivers in Deal Activity and Hot Sectors for Investment

  • Barry Alexander, Moderator

Barry Alexander, Moderator

Nelson Mullins Riley & Scarborough, LLP Nelson Mullins Riley & Scarborough, LLP

  • Jim Millar

Jim Millar

FOCUS, LLC FOCUS, LLC

  • Jeff

Jeff Villwock Villwock

Genesis Capital, LLC Genesis Capital, LLC

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Barry Alexander, Partner Barry Alexander, Partner Nelson Mullins Riley & Scarborough, LLP Nelson Mullins Riley & Scarborough, LLP

  • Barry D. Alexander

Barry D. Alexander is a partner in the firm's Raleigh office and is a partner in the firm's Raleigh office and chairs the firm's National Healthcare Practice Group. chairs the firm's National Healthcare Practice Group.

  • Mr. Alexander has spent over 15 years specializing in
  • Mr. Alexander has spent over 15 years specializing in

reimbursement and compliance issues arising under Medicare reimbursement and compliance issues arising under Medicare Parts A, B, & D, the Federal healthcare program's anti Parts A, B, & D, the Federal healthcare program's anti-

  • kickback

kickback statute, the physician Federal self statute, the physician Federal self-

  • referral or Stark law, and the

referral or Stark law, and the Federal Civil False Claims Act. Federal Civil False Claims Act.

  • Mr. Alexander handles complex healthcare M&A, healthcare
  • Mr. Alexander handles complex healthcare M&A, healthcare

finance matters and frequently represents clients before the finance matters and frequently represents clients before the Centers for Medicare and Medicaid Services on healthcare policy, Centers for Medicare and Medicaid Services on healthcare policy, coverage, coding and reimbursement matters. He lectures and coverage, coding and reimbursement matters. He lectures and writes on Medicare payment issues frequently. writes on Medicare payment issues frequently.

  • Nelson Mullins Riley & Scarborough LLP

Nelson Mullins Riley & Scarborough LLP is a national law firm is a national law firm with almost 450 attorneys and a strong reputation in meeting the with almost 450 attorneys and a strong reputation in meeting the complex litigation, corporate, securities, regulatory and other complex litigation, corporate, securities, regulatory and other legal legal needs of a wide range of companies and individuals, offering needs of a wide range of companies and individuals, offering solutions that complement our clients' values and objectives for solutions that complement our clients' values and objectives for more than 100 years. more than 100 years.

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James V. Millar, Managing Director James V. Millar, Managing Director FOCUS, LLC FOCUS, LLC

  • Jim Millar

Jim Millar, a FOCUS Managing Director, has over 20 years , a FOCUS Managing Director, has over 20 years

  • f financial and business expertise plus extensive
  • f financial and business expertise plus extensive

management and business development experience as a management and business development experience as a senior executive with both large and earlier senior executive with both large and earlier-

  • stage companies.

stage companies.

  • Mr. Millar has advised, managed, or led over 40 transactions
  • Mr. Millar has advised, managed, or led over 40 transactions

with an aggregate value of over $1 billion. His expertise with an aggregate value of over $1 billion. His expertise includes private placement of debt and equity, mergers, includes private placement of debt and equity, mergers, acquisitions and divestitures, valuation services, business acquisitions and divestitures, valuation services, business formation, strategic planning and corporate finance. formation, strategic planning and corporate finance.

  • Before joining FOCUS, Mr. Millar was founder and Managing

Before joining FOCUS, Mr. Millar was founder and Managing Principal of The Vine Group, a business advisory firm focused Principal of The Vine Group, a business advisory firm focused

  • n the early
  • n the early-
  • stage and middle market healthcare and medical

stage and middle market healthcare and medical device industry. There he led private placement activities device industry. There he led private placement activities totaling more than $150 million as well as both buy totaling more than $150 million as well as both buy-

  • side and

side and sell sell-

  • side transactions.

side transactions.

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FOCUS, LLC FOCUS, LLC Who is FOCUS? Who is FOCUS?

  • Headquartered in Washington, D.C., with offices in

Headquartered in Washington, D.C., with offices in Atlanta, Chicago, San Francisco and Los Angeles Atlanta, Chicago, San Francisco and Los Angeles

  • International investment bank serving the "middle

International investment bank serving the "middle market" market"

  • Generalists with specific industry experience

Generalists with specific industry experience

  • We specialize in M&A, corporate finance and direct

We specialize in M&A, corporate finance and direct investments in entities with $5 investments in entities with $5-

  • 300 million in revenues

300 million in revenues

  • We deliver a unique blend of operational experience

We deliver a unique blend of operational experience and investment banking services, with an emphasis on and investment banking services, with an emphasis on M&A M&A

  • Rapidly growing due to repeat business, banker

Rapidly growing due to repeat business, banker growth and referrals growth and referrals

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FOCUS, LLC FOCUS, LLC Segment Experience Segment Experience

  • Healthcare Services and Medical Devices

Healthcare Services and Medical Devices

  • Technology: Hardware, Software and IT Services

Technology: Hardware, Software and IT Services

  • Business Services and BPO

Business Services and BPO

  • Telecommunications and Satellite Communications

Telecommunications and Satellite Communications

  • Manufacturing

Manufacturing

  • Energy, Oil & Gas

Energy, Oil & Gas

  • Retail

Retail

  • Food and Beverage

Food and Beverage

  • International

International

  • Government Contracting

Government Contracting

  • Security Products and Services

Security Products and Services

  • Transportation

Transportation

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Jeffrey C. Jeffrey C. Villwock Villwock, Managing Partner , Managing Partner Genesis Capital, LLC Genesis Capital, LLC

  • Jeff

Jeff Villwock Villwock is a nationally known investment banking is a nationally known investment banking professional specializing in healthcare services. His career sp professional specializing in healthcare services. His career spans ans

  • ver 30 years in the financial services industry.
  • ver 30 years in the financial services industry.
  • Mr.
  • Mr. Villwock

Villwock currently is a Managing Partner with Genesis Capital, currently is a Managing Partner with Genesis Capital,

  • LLC. As a two
  • LLC. As a two-
  • time Wall Street Journal All

time Wall Street Journal All-

  • Star Analyst in

Star Analyst in Healthcare Services, Mr. Healthcare Services, Mr. Villwock Villwock came to Atlanta in 1997 to lead came to Atlanta in 1997 to lead the healthcare research group of The Robinson the healthcare research group of The Robinson-

  • Humphrey

Humphrey

  • Company. He was later the founder and Managing Partner of
  • Company. He was later the founder and Managing Partner of

Caymus Caymus Partners, LLC, a middle Partners, LLC, a middle-

  • market investment bank, which

market investment bank, which was formed in 2001 to provide high quality investment banking was formed in 2001 to provide high quality investment banking services to healthcare service companies. That firm was sold in services to healthcare service companies. That firm was sold in 2006 as Mr. 2006 as Mr. Villwock Villwock rejoined a former Robinson rejoined a former Robinson-

  • Humphrey

Humphrey colleague to build and operate Genesis Capital. colleague to build and operate Genesis Capital.

  • Mr.
  • Mr. Villwock

Villwock has completed assignments in the hospital has completed assignments in the hospital management, home healthcare, assisted living, surgery center, management, home healthcare, assisted living, surgery center, disease management, dialysis service, rehabilitation service and disease management, dialysis service, rehabilitation service and physician service industries. physician service industries.

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Genesis Capital Provides Tailored Services Genesis Capital Provides Tailored Services

Securities products & services offered through representatives of G.C. Securities, LLC, member FINRA/SIPC in states where the firm & representatives are registered.

Restructurings

Debtor and creditor representations 363 sales Refinancings Negotiating plans of reorganization

Advisory Services

Capital and strategic planning Board of Director and Special Committee advisory work Valuations Fairness opinions Hostile defense

Mergers and Acquisitions

Exclusive sales & divestitures Buy-side acquisition programs Management buyouts

Financing

Private placements Majority / Minority equity Senior debt 2nd Lien / Term B Subordinated debt Strategic investments Joint ventures

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Engagements have ranged from < $10mm to over $1 billion in transaction size Clients have ranged in size from < $25mm to over $30 billion in enterprise value

Private Companies Middle-Market Companies Fortune 500 and Large Companies

Genesis Capital Clients: Genesis Capital Clients: Driven by Need Driven by Need – – Not Size Not Size

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Why Genesis Capital? Why Genesis Capital?

Our relationships and resources help us to distinguish ourselves and maintain key advantages over other middle-market investment and merchant banks

  • Independent firm with “major bracket” Wall Street expertise
  • Successful outcomes in complex transactions
  • Comprehensive buy-side acquisition services
  • Extensive transaction structuring knowledge
  • Experience with global businesses
  • Cross-border expertise
  • Active relationships with major-bracket investment banks, when appropriate
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SLIDE 53

Fundamentals of Medicare Fundamentals of Medicare Le Le Pop Quiz Pop Quiz

  • Medicare covers physical exams. T or F?

Medicare covers physical exams. T or F?

  • What part of the Medicare programs

What part of the Medicare programs cover prescription drugs? cover prescription drugs?

  • Part A

Part A

  • Part B

Part B

  • Part C

Part C

  • Part D

Part D

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Le Le Pop Quiz (cont'd) Pop Quiz (cont'd)

  • What part of the Medicare program

What part of the Medicare program covers hearing aids and dental visits? covers hearing aids and dental visits?

  • Part A

Part A

  • Part B

Part B

  • Part C

Part C

  • Part D

Part D

  • You have to be at least 65 years old to

You have to be at least 65 years old to be eligible for Medicare coverage. T or be eligible for Medicare coverage. T or F? F?

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SLIDE 55
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SLIDE 56

Inpatient Hospital/ SNF/ HHA/ Hospice Services Physician/ Non- Physician Practitioner/ Ancillary Suppliers/ Outpatient Hospital Services Medicare Advantage Prescription Drug Coverage

Part A Part C Part D Part B

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SLIDE 57

Medicare Medicare – – Summary Summary

Parts of the Medicare Program & Coverage Parts of the Medicare Program & Coverage

  • Part A

Part A

  • Hospital inpatient services, hospice, SNF, home health

Hospital inpatient services, hospice, SNF, home health

  • Part B

Part B

  • Physician services, Hospital outpatient services, durable

Physician services, Hospital outpatient services, durable medical equipment, prosthetics, orthotics and supplies medical equipment, prosthetics, orthotics and supplies ("DMEPOS"), Outpatient Surgical Services ("DMEPOS"), Outpatient Surgical Services

  • Part C

Part C

  • "Medicare Advantage" alternative to Parts A and B, f/k/a the

"Medicare Advantage" alternative to Parts A and B, f/k/a the "Medicare Choice" Program "Medicare Choice" Program

  • Part D

Part D

  • Prescription Drugs

Prescription Drugs

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Medicare Medicare Who is a Medicare beneficiary? Who is a Medicare beneficiary?

  • "Beneficiaries"

"Beneficiaries"

  • Part A

Part A – – no premium payment if: no premium payment if:

  • 65 years of age or older; paid Medicare taxes for at least 10

65 years of age or older; paid Medicare taxes for at least 10 years; and receiving, or eligible to receive, retirement benefit years; and receiving, or eligible to receive, retirement benefits s from Social Security or the Railroad Retirement Board from Social Security or the Railroad Retirement Board

  • Permanent kidney failure requiring dialysis or transplant

Permanent kidney failure requiring dialysis or transplant ("ESRD") (regardless of age) ("ESRD") (regardless of age)

  • Entitled to Social Security or Railroad Retirement Board

Entitled to Social Security or Railroad Retirement Board disability benefits for 24 months (regardless of age) disability benefits for 24 months (regardless of age)

  • Government employee, or spouse of government employee

Government employee, or spouse of government employee

  • Part A

Part A – – with premium payment if: with premium payment if:

  • Did not pay Medicare taxes; age 65 or older; and a citizen or

Did not pay Medicare taxes; age 65 or older; and a citizen or permanent resident of the United States permanent resident of the United States

  • Part B

Part B

  • Eligible for Part A and payment of monthly premium

Eligible for Part A and payment of monthly premium

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SLIDE 59

Medicare Medicare Who is a Medicare beneficiary? Who is a Medicare beneficiary?

  • Part C

Part C

  • Must be eligible for Part A

Must be eligible for Part A

  • Must be enrolled in Part B

Must be enrolled in Part B

  • Must not have ESRD unless enrolling in an ESRD special

Must not have ESRD unless enrolling in an ESRD special needs plan needs plan

  • Must reside in plan service area or continuation area

Must reside in plan service area or continuation area

  • Annual beneficiary cost

Annual beneficiary cost-

  • sharing cap for Medicare covered

sharing cap for Medicare covered-

  • services ($3,250 for 2008)

services ($3,250 for 2008)

  • Part D

Part D

  • Entitled to benefits under Part A or enrolled in Part B

Entitled to benefits under Part A or enrolled in Part B

  • Lives in a Part D plan service area

Lives in a Part D plan service area

  • Guarantee issue

Guarantee issue

  • Special rules for employer plans

Special rules for employer plans

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SLIDE 60

New Medicare beneficiaries New Medicare beneficiaries… …

  • Dick & Lynne Cheney

Dick & Lynne Cheney

  • Simon AND Garfunkel

Simon AND Garfunkel

  • Muhammed Ali

Muhammed Ali

  • Barbra Streisand

Barbra Streisand

  • Larry Flynt

Larry Flynt

  • Joe Namath

Joe Namath

  • Pete Rose

Pete Rose

  • Martha Stewart

Martha Stewart

  • Dick Butkus

Dick Butkus

  • Ann Margret

Ann Margret

  • Calvin Klein

Calvin Klein

  • Harrison Ford

Harrison Ford

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SLIDE 61

Medicare Benefit Outlays, by Account and Provider Type ($ in millions, based on President's Budget 2009/prior Treasury actuals) [benefits net of Medicare refunds]

FY 2000 FY 2005 FY 2006 FY 2007 FY 2008

Actual Actual Actual Actual Estimate Inpatient Hospital 86,477 121,562 119,122 122,000 132,899 Skilled Nursing Facility 10,626 18,128 19,236 22,198 22,645 Home Health Agency 4,608 5,963 5,922 6,350 6,348 Hospice 2,818 8,318 8,515 10,008 10,454 Managed Care (Part C or "Medicare Advantage") 21,463 27,001 28,688 39,305 48,926 Part A Benefits Subtotal 125,992 180,972 181,483 199,861 221,272 Physicians & Other Practitioners 35,946 57,282 58,226 66,433 61,048 Outpatient Hospital 8,438 19,604 22,119 20,735 21,597 Other Part B Carrier Services 1 7,164 15,183 15,269 16,003 17,108 Other Part B Intermediary Payments 2 6,013 11,767 13,291 12,092 13,015 Durable Medical Equipment 4,573 7,841 8,191 8,169 8,584 Home Health Agency 4,570 6,560 7,096 9,116 10,028 Laboratory 3,823 6,439 6,864 6,827 6,953 Managed Care (Part C or "Medicare Advantage") 3 18,348 24,110 27,489 38,150 46,002 Part B Benefits Subtotal 88,875 148,786 158,545 177,525 184,335 Transitional Drug Assistance (Drug Card) NA 1,125 229 10 NA Part D Prescription Drug Benefits 4 NA NA 31,718 49,103 45,087 TOTAL MEDICARE BENEFITS 214,867 330,883 371,975 426,499 450,694

1 Such as physician-administered drugs, free-standing ambulatory surgical centers (ASCs), and ambulance. 2 For institutional services, such as free-standing dialysis, outpatient rehabilitation, and rural health clinics. 3 Includes Part B transfers to Medicaid for low-income dual eligibles, to help pay Part B premium: $242 million

in FY 2005, $264 million in FY 2006, $359 million in FY 2007, and an estimated $100 million in FY 2008.

4 FY 2006 represents three-fourths of a year, as the Part D benefit became available on January 1, 2006.

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SLIDE 62

Total Medicare Benefits Total Medicare Benefits

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SLIDE 63

Fiscal Year 2000 Fiscal Year 2000 – – Actual Actual

1 Such as physician-administered drugs, free standing ambulatory surgical centers (ASCs), and ambulance. 2 For institutional services, such as free-standing dialysis, outpatient rehabilitation, and rural health clinics. 3 Includes Part B transfers to Medicaid for low-income dual eligibles, to help pay Part B premium: $242 million in FY 2005, $264 million in FY 2006, $359 million in FY

2007, and an estimated $100 million in FY 2008

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SLIDE 64

Fiscal Year 2006 Fiscal Year 2006 – – Actual Actual

1 Such as physician-administered drugs, free standing ambulatory surgical centers (ASCs), and ambulance. 2 For institutional services, such as free-standing dialysis, outpatient rehabilitation, and rural health clinics. 3 Includes Part B transfers to Medicaid for low-income dual eligibles, to help pay Part B premium: $242 million in FY 2005, $264 million in FY 2006, $359 million in

FY 2007, and an estimated $100 million in FY 2008

4 FY 2006 represents three-fourths of a year, as the Part D benefit became available on January 1, 2006.

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SLIDE 65

Fiscal Year 2007 Fiscal Year 2007 --

  • - Actual

Actual

1 Such as physician-administered drugs, free standing ambulatory surgical centers (ASCs), and ambulance. 2 For institutional services, such as free-standing dialysis, outpatient rehabilitation, and rural health clinics. 3 Includes Part B transfers to Medicaid for low-income dual eligibles, to help pay Part B premium: $242 million in FY 2005, $264 million in FY 2006, $359 million in FY

2007, and an estimated $100 million in FY 2008

4 FY 2006 represents three-fourths of a year, as the Part D benefit became available on January 1, 2006.

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SLIDE 66

Fiscal Year 2008 Fiscal Year 2008 --

  • - Estimate

Estimate

1 Such as physician-administered drugs, free standing ambulatory surgical centers (ASCs), and ambulance. 2 For institutional services, such as free-standing dialysis, outpatient rehabilitation, and rural health clinics. 3 Includes Part B transfers to Medicaid for low-income dual eligibles, to help pay Part B premium: $242 million in FY 2005, $264 million in FY 2006, $359 million in FY

2007, and an estimated $100 million in FY 2008

4 FY 2006 represents three-fourths of a year, as the Part D benefit became available on January 1, 2006.

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SLIDE 67

Medicare Benefit Comparison Medicare Benefit Comparison

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SLIDE 68
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SLIDE 69

Top Growing Industry Segments Top Growing Industry Segments

  • Troubles in hospital sector with low volume

Troubles in hospital sector with low volume growth and higher bad debt has made sector growth and higher bad debt has made sector less attractive for investment less attractive for investment

  • Skilled nursing (nursing home) industry has

Skilled nursing (nursing home) industry has done very well avoiding reimbursement done very well avoiding reimbursement reductions and continues to show good reductions and continues to show good growth growth

  • Home healthcare has seen a lot of

Home healthcare has seen a lot of transaction volume with operating results transaction volume with operating results better than expected in 2008 better than expected in 2008

  • Consumer

Consumer-

  • directed health care options (e.g.,

directed health care options (e.g., Mini Mini-

  • clinics)

clinics)

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SLIDE 70

Top Growing Industry Segments Top Growing Industry Segments (cont'd) (cont'd)

  • Business services to healthcare industry

Business services to healthcare industry continues to be hot. continues to be hot.

  • Healthcare IT (including EMR and

Healthcare IT (including EMR and integration platforms) integration platforms)

  • Outsourced products and services sold

Outsourced products and services sold to healthcare industry to healthcare industry

  • Specialty Pharma, Hospice, Home

Specialty Pharma, Hospice, Home Infusion Therapy and Home Health Infusion Therapy and Home Health Equipment have also seen robust Equipment have also seen robust activity activity

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SLIDE 71

Recent Industry Deals Recent Industry Deals

  • Despite continued concern in the financial and real

Despite continued concern in the financial and real estate markets, Healthcare M&A activity remained estate markets, Healthcare M&A activity remained robust in Q2 2008 robust in Q2 2008

  • With 100 deals in June alone, there were a total of

With 100 deals in June alone, there were a total of 265 transactions in Q2 2008 265 transactions in Q2 2008, up from 223 deals in , up from 223 deals in Q1 2008 Q1 2008

  • The Healthcare Technology sector led the way with

The Healthcare Technology sector led the way with 58% of the total deal volume 58% of the total deal volume

  • The three most active sectors combined (Medical

The three most active sectors combined (Medical Devices, Pharmaceuticals and Biotech) saw 135 Devices, Pharmaceuticals and Biotech) saw 135 deals, or just over 50% deals, or just over 50%

  • The Healthcare Services sectors languished,

The Healthcare Services sectors languished, reflecting some concern on behalf of investors reflecting some concern on behalf of investors

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SLIDE 72

Recent Industry Deals (cont'd) Recent Industry Deals (cont'd)

  • $85.6 billion was committed to fund the Q2

$85.6 billion was committed to fund the Q2 2008 Healthcare M&A activity 2008 Healthcare M&A activity

  • The Technology sector captured $80.7 billion,

The Technology sector captured $80.7 billion, leaving $4.9 billion for the services sector leaving $4.9 billion for the services sector

  • This represents a 210% increase over Q1

This represents a 210% increase over Q1 2008, and a 40% increase over Q2 2007 2008, and a 40% increase over Q2 2007

  • The first six months of 2008 saw 488

The first six months of 2008 saw 488 transactions for a total of $113.3 billion transactions for a total of $113.3 billion committed committed

  • Healthcare M&A will continue to be robust,

Healthcare M&A will continue to be robust, particularly in the Technology sector particularly in the Technology sector

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SLIDE 73

Recent Industry Deals (cont'd) Recent Industry Deals (cont'd)

M&A Volum e - Q2 2 0 0 8

Providers 25% Services 17% Devices, Equipment and Supplies 19% Informat ion Technology 8% Lifesciences, Biot ech and Pharma 31%

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SLIDE 74

Recent Industry Deals (cont'd) Recent Industry Deals (cont'd)

Transaction Value - Q2 2 0 0 8

Providers 3% Services 3% Devices, Equipment and Supplies 63% Informat ion Technology 3% Lifesciences, Biot ech and Pharma 28%

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SLIDE 75

Recent Industry Deals (cont'd) Recent Industry Deals (cont'd)

2.0 1.4 1.9 1.9 2.8 2.4 0.0 0.5 1.0 1.5 2.0 2.5 3.0 Providers Services Product s

Mean Revenue Multiples

Q1 2008 Q2 2008

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SLIDE 76

Recent Industry Deals (cont'd) Recent Industry Deals (cont'd)

10.0 7.1 14.5 15.0 13.0 15.1 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 Providers Services Product s

Mean EBI TDA Multiples

Q1 2008 Q2 2008

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SLIDE 77

Recent Industry Deals (cont'd) Recent Industry Deals (cont'd)

Health Care Venture Capital Deal Volum e by Sector - Q2 2 0 0 8

Medical Devices 27% Biot echnology 24% Biopharmaceut icals 22% Pharmaceut icals 10% e- Healt h 9% Healt h Care Services 8%

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SLIDE 78

Recent Industry Deals (cont'd) Recent Industry Deals (cont'd)

Health Care Venture Capital I nvestm ent by Sector - Q2 2 0 0 8

Medical Devices 26% Biot echnology 29% Biopharmaceut icals 20% Pharmaceut icals 13% e- Healt h 3% Healt h Care Services 9%

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SLIDE 79

Reimbursement Challenges Reimbursement Challenges

  • Short term fix of the physicians' Medicare

Short term fix of the physicians' Medicare reimbursement cuts (SGR) could cause more reimbursement cuts (SGR) could cause more pain later pain later

  • CMS has attempted to reign in home

CMS has attempted to reign in home healthcare reimbursement, yet companies healthcare reimbursement, yet companies seem to be seem to be upcoding upcoding (or managing (or managing documentation) to counteract cuts documentation) to counteract cuts

  • Uncertainty surrounds CMS' implementation

Uncertainty surrounds CMS' implementation

  • f certain provisions in MIPPA (including
  • f certain provisions in MIPPA (including

competitive bidding for DMEPOS and LTCH competitive bidding for DMEPOS and LTCH provisions) provisions)

  • Impact of potential decreased tax revenues

Impact of potential decreased tax revenues and increased unemployment and increased unemployment

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SLIDE 80

Private Equity Surge Private Equity Surge

  • Private equity remains very interested in

Private equity remains very interested in healthcare services and healthcare IT healthcare services and healthcare IT

  • Firms have significant amounts of

Firms have significant amounts of capital to invest capital to invest

  • Leverage in transactions has been

Leverage in transactions has been reduced, as has return expectations for reduced, as has return expectations for private equity firms private equity firms

  • Genesis Capital nearing completion on

Genesis Capital nearing completion on healthcare staffing business healthcare staffing business

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SLIDE 81

Healthcare M&A Trends Healthcare M&A Trends

  • Healthcare M&A, particularly the middle

Healthcare M&A, particularly the middle market, will remain robust market, will remain robust

  • Financial Sponsors have substantial "dry

Financial Sponsors have substantial "dry powder" to invest and will continue to powder" to invest and will continue to actively look for quality deals actively look for quality deals

  • Strategic Buyers have returned to the

Strategic Buyers have returned to the market as current debt market remains market as current debt market remains uncertain uncertain

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SLIDE 82

Healthcare M&A Trends (cont'd) Healthcare M&A Trends (cont'd)

  • While large Biotech and

While large Biotech and Pharma Pharma deals deals have taken most of the spotlight, there is have taken most of the spotlight, there is growing interest in mid growing interest in mid-

  • sized deals

sized deals (NASDAQ (NASDAQ-

  • listed healthcare services)

listed healthcare services)

  • Healthcare M&A multiples remain high,

Healthcare M&A multiples remain high, driven by continued excess of private driven by continued excess of private equity capital equity capital

  • Leverage multiple contraction is

Leverage multiple contraction is beginning to impact purchase price beginning to impact purchase price multiples multiples

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SLIDE 83

Deal Pricing & Structure Deal Pricing & Structure

  • Credit will be tight favoring strong

Credit will be tight favoring strong Strategic Buyers Strategic Buyers

  • Deals are taking longer to get done and

Deals are taking longer to get done and covenants are getting tighter covenants are getting tighter

  • Increase in mezzanine financing to fill

Increase in mezzanine financing to fill gap in capital structure gap in capital structure

  • Increased use of

Increased use of Earnouts Earnouts and Seller and Seller Financing Financing

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SLIDE 84

Capitol Hill Considerations Capitol Hill Considerations

  • Expect a new Balance Budget Act type

Expect a new Balance Budget Act type bill to be introduced in 2009 bill to be introduced in 2009

  • Congress has held off from "fixing"

Congress has held off from "fixing" Medicare until Bush Administration ends Medicare until Bush Administration ends

  • Republicans won't give Democrats a victory

Republicans won't give Democrats a victory and vice versa and vice versa

  • Result = Stalemate

Result = Stalemate

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SLIDE 85

Capitol Hill Considerations (cont'd) Capitol Hill Considerations (cont'd)

  • Congress will likely address Medicare

Congress will likely address Medicare Reform in 2009 regardless of winner in Reform in 2009 regardless of winner in Presidential or Congressional elections Presidential or Congressional elections

  • Result is probably across the board cuts

Result is probably across the board cuts along with spending mandates for IT along with spending mandates for IT

  • Negative impact of 2009 bill could be

Negative impact of 2009 bill could be worse depending on how Congress worse depending on how Congress handles the reversal of physician pay handles the reversal of physician pay cuts cuts

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SLIDE 86

Looking Ahead Looking Ahead

  • New Medicare Reform Bill likely

New Medicare Reform Bill likely enacted no later than October 2010 enacted no later than October 2010

  • Medicare rolls explode starting in 2011

Medicare rolls explode starting in 2011 as Baby Boomers hit 65 as Baby Boomers hit 65

  • By 2012

By 2012-

  • 2013 could become apparent

2013 could become apparent that costs are again out of control that costs are again out of control

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SLIDE 87

Looking Ahead (cont'd) Looking Ahead (cont'd)

  • Second Medicare Reform Bill could be

Second Medicare Reform Bill could be enacted in 2013 enacted in 2013-

  • 2014

2014

  • Expectation is that this bill eliminates

Expectation is that this bill eliminates profitability of providing healthcare services profitability of providing healthcare services to the Medicare population to the Medicare population

  • Commercial

Commercial payors payors will emulate the will emulate the Medicare cuts, eliminating profitability from Medicare cuts, eliminating profitability from commercial business commercial business

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SLIDE 88

Looking Ahead (cont'd) Looking Ahead (cont'd)

  • Result of 2013

Result of 2013-

  • 2014 changes may be to

2014 changes may be to make healthcare service firms like make healthcare service firms like regulated utilities, with rates and regulated utilities, with rates and profitability controlled profitability controlled

  • There may not be enough time to start,

There may not be enough time to start, grow and sell a new healthcare service grow and sell a new healthcare service business prior to these changes business prior to these changes

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SLIDE 89

Questions? Questions?