number aggr. equity% of total % of aggr. interest rates ......this report was not issued by our...

1

Sources: ThomsonOne, Bloomberg

Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member

NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities

representatives, who may also be employees of KeyBank N.A. Banking products and services are offered by KeyBank N.A. This report was not issued by our research department. The information

contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a

complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does

not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.

($ in millions)

Healthcare IT Sector Review: Publicly-Traded Healthcare IT Sector Summary

Number Aggr. Median TEV / Median Price /

of Equity Mkt. Median % Change LTM Multiples Earnings Ratio

Companies Value 3 mos. 12 mos. Revenue EBITDA 2017 2018

Provider-Focused 17 $43,888 12.3% 15.6% 3.2x 13.8x 24.0x 19.9x

Payer-Focused 7 11,584 6.1 (5.0) 3.8 17.2 27.6 25.2

Life Sciences-Focused 4 11,965 11.3 72.4 5.7 32.7 32.6 31.6

Consumer-Focused 2 2,361 (1.8) 78.7 2.3 9.8 19.5 18.1

Diversified / Consulting 5 27,378 6.9 15.4 1.3 9.7 18.0 16.3

Total / Median (unweighted) 35 $97,176 6.9% 15.6% 3.2x 13.8x 24.0x 19.9x

FY2017 FY2018

Value at % Change Price / Earnings Ratio

4/30/2017 3 mos. YTD 12 mos. 36 mos. 2017 2018

Dow Jones Industrial Average 20,940.51 5.3% 5.3% 17.0% 26.5%

S&P 500 2,384.20 4.6 5.6 14.5 26.6 18.3x 17.0x

Nasdaq Composite 6,047.61 7.2 11.4 25.5 46.5

Russell 2000 1,400.43 2.9 2.6 22.7 24.4 23.8 N/A

S&P 500 Health Care Sector 872.26 6.4 7.9 7.6 29.4

Healthcare IT Composite 56.74 6.2% 15.8% 0.5% 3.2%

Number Aggr. Equity % of Total % of Aggr. Interest Rates

of Mkt. Value Number of Equity Mkt. Median Stock Price Performance

Companies ( millions) Companies Value 3 mos. YTD 12 mos. 36 mos.

>5bln 3 $50,262 8.6% 51.7% 21.1% 29.9% 94.9% 157.8%

1bln - 5bln 16 39,798 45.7 41.0 10.5 4.4 29.9 41.0

250mm - 1bln 10 6,580 28.6 6.8 4.8 (21.1) 4.1 3.3

<250mm 6 536 17.1 0.6 (1.7) (1.7) 13.1 (35.6)

Total / Median 35 $97,176 100.0% 100.0% 7.7% 1.4% 21.5% 22.1%

Capitalization Profile

Market Indices

Sector

2

Source: ThomsonOne

Healthcare IT Sector Review: Publicly-Traded Healthcare IT Sector Summary

Median % Change - 3 Months

Performance of Market Indices for Latest 36 Months (%)

One Year Forward P/E for Latest 36 Months (x)

Consumer-Focused

Payer-Focused

Diversified / Consulting

Life Sciences-Focused

Provider-Focused

(4.0)% (2.0)% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0%

0

25

50

75

100

125

150

175

4/30/2014 8/31/2014 12/31/2014 4/30/2015 8/31/2015 12/31/2015 4/30/2016 8/31/2016 12/31/2016 4/30/2017

DJ Indu S&P 500 NASDAQ Russell 2000 Healthcare IT Composite

0

5

10

15

20

25

4/30/2014 8/31/2014 12/31/2014 4/30/2015 8/31/2015 12/31/2015 4/30/2016 8/31/2016 12/31/2016 4/30/2017

Healthcare IT Composite S&P 500

3

Source: ThomsonOne

($ in millions, except per share data)

Healthcare IT Sector Review: Public Comparables

Stock Price Equity Total Last Twelve Forward

Company Name As Of 52-Week Market Enterprise Months (LTM) TEV / LTM TEV / EBITDA PE Ratio PEG

04/30/17 High Low Value Value (TEV) Revenue EBITDA EBIT Revenue EBITDA 2017 2018 2017 2018 2017

Provider-Focused

ADVISORY BOARD CO $51.10 $51.68 $24.85 $2,065 $2,560 $791 $182 $127 3.2x 14.1x 13.0x 11.9x 26.8x 24.0x 1.9x

ALLSCRIPTS HEALTHCARE SOLUTIONS INC 11.97 15.17 9.80 2,172 3,834 1,645 322 219 2.3 11.9 11.2 10.3 19.3 16.8 1.2

ATHENAHEALTH INC 98.01 142.40 90.11 3,904 4,048 1,112 254 130 3.6 15.9 14.3 11.9 44.7 35.6 2.2

CERNER CORP 64.75 67.50 47.01 21,395 21,603 4,919 1,618 1,160 4.4 13.4 12.8 11.8 25.8 23.4 1.8

COMPUTER PROGRAMS AND SYSTEMS INC 27.45 52.21 18.25 371 522 264 46 40 2.0 11.3 10.4 9.5 15.9 14.2 1.1

EVOLENT HEALTH INC 23.25 26.84 10.40 1,683 1,800 311 (20) (36) 5.8 NM NM NM NM NM NA

HEALTHSTREAM INC 27.79 29.80 20.60 885 770 232 31 9 3.3 24.9 21.2 17.3 NM NM NA

MEDICAL TRANSCRIPTION BILLING CORP 1.36 2.18 0.29 14 25 27 (3) (8) 0.9 NM NM NM NM NM NA

NATIONAL RESEARCH CORP 42.20 46.37 32.18 668 639 112 36 31 5.7 17.5 16.9 NA 45.9 38.4 3.5

OMNICELL INC 41.40 42.05 30.26 1,537 1,736 693 102 82 2.6 17.0 13.8 11.3 30.4 20.0 1.8

ORION HEALTH GROUP LTD 0.96 3.71 0.91 154 136 138 (18) (35) 1.0 NM NM NM NM NM NA

PREMIER INC 33.80 34.53 28.27 4,748 4,980 1,375 467 381 3.6 10.7 9.9 8.8 17.0 15.4 1.4

QUALITY SYSTEMS INC 14.26 15.90 10.61 890 887 506 61 67 1.8 14.5 9.2 8.7 17.1 16.3 2.1

STREAMLINE HEALTH SOLUTIONS INC 1.42 2.11 0.85 28 37 27 3 (5) 1.3 12.2 13.1 11.7 NM NM NA

TELADOC INC 24.80 26.45 9.28 1,348 1,327 138 (46) (56) 9.6 NM NM NM NM NM NA

TIVITY HEALTH INC 33.60 34.75 11.15 1,317 1,525 516 113 110 3.0 13.5 12.7 11.5 22.1 19.9 1.6

VOCERA COMMUNICATIONS INC 25.36 25.76 10.46 708 634 137 (10) (14) 4.6 NM NM 35.0 NM NM NA

17Number of Companies: Mean: Total: $43,888 $47,061 $12,943 3.5x 14.7x 13.2x 13.3x 26.5x 22.4x 1.9x

Median: 3.2 13.8 12.9 11.6 24.0 19.9 1.8

Payer-Focused

BENEFITFOCUS INC $31.50 $44.98 $24.55 $978 $1,020 $243 $6 ($7) 4.2x NM NM 34.9x NM NM NA

CASTLIGHT HEALTH INC 3.85 5.50 3.05 406 291 107 (28) (23) 2.7 NM NM NM NM NM NA

CONNECTURE INC 0.85 3.24 0.80 19 97 81 (14) (21) 1.2 NM NM 20.6 NM NM NA

COTIVITI HOLDINGS INC 41.79 42.99 17.00 3,838 4,498 640 246 136 7.0 18.3 16.7 14.9 27.6 25.2 2.5

HEALTHEQUITY INC 45.52 49.25 22.26 2,714 2,534 189 67 41 13.4 37.7 41.3 31.5 NM NM NA

HMS HOLDINGS CORP 20.47 24.00 15.50 1,710 1,732 496 116 98 3.5 14.9 12.8 11.2 25.6 22.0 1.7

INOVALON HOLDINGS INC 12.25 20.05 8.60 1,919 1,642 427 101 70 3.8 16.2 15.6 13.9 41.2 33.8 5.2


Median: 3.8 17.2 16.1 17.7 27.6 25.2 2.5

Life Sciences-Focused

MEDIDATA SOLUTIONS INC $65.43 $69.68 $40.47 $3,811 $3,713 $486 $114 $99 7.6x 32.7x 27.8x 22.1x NM 42.3x NA

NANTHEALTH INC 3.11 21.00 3.10 378 414 110 (62) (162) 3.8 NM NM NM NM NM NA

TABULA RASA HEALTHCARE INC 13.48 16.85 10.39 230 231 102 15 4 2.3 15.8 14.0 9.8 32.6 20.8 0.7

VEEVA SYSTEMS INC 53.62 53.88 26.53 7,545 7,027 576 180 160 12.2 39.0 37.1 31.4 NM NM NA


Median: 5.7 32.7 27.8 22.1 32.6 31.6 0.7

Consumer-Focused

HEALTH INSURANCE INNOVATIONS INC $16.75 $21.00 $3.72 $313 $320 $194 $31 $18 1.6x 10.3x 9.2x 7.6x 11.9x 10.2x 1.1x

WEBMD HEALTH CORP 54.23 67.55 48.10 2,048 2,102 699 223 170 3.0 9.4 8.9 8.5 27.0 26.0 5.4

2Number of Companies: Mean: Total: $2,361 $2,422 $893 2.3x 9.8x 9.0x 8.1x 19.5x 18.1x 3.3x

Median: 2.3 9.8 9.0 8.1 19.5 18.1 3.3

Diversified / Consulting

DXC TECHNOLOGY CO $75.34 $77.99 $32.61 $21,321 $23,422 $26,327 $3,876 $1,674 0.9x 6.0x 5.9x 5.6x 13.1x 9.7x 1.0x

DST SYSTEMS INC 123.11 128.66 94.52 3,858 3,692 1,582 372 292 2.3 9.9 8.8 8.2 18.7 16.3 1.9

HURON CONSULTING GROUP INC 44.50 65.00 39.15 983 1,258 721 126 114 1.7 10.0 10.7 10.0 17.2 15.7 1.4

NAVIGANT CONSULTING INC 23.97 27.86 15.07 1,125 1,251 957 144 103 1.3 8.7 8.3 7.9 18.0 16.5 1.4

COMPUTER TASK GROUP INC 5.93 6.33 3.87 90 80 316 8 6 0.3 9.7 9.0 7.3 25.2 19.1 2.5


Median: 1.3 9.7 8.8 7.9 18.0 16.3 1.4

4

Source: CMS, Healthcare IT News

Healthcare IT Sector News and Review

CMS launches long-promised repository for public health, clinical data registry info

The Centers for Medicare and Medicaid Services has created a centralized repository for public health agency and

clinical data registry reporting to provide an additional, centralized source of information for eligible professionals, eligible

hospitals and critical access hospitals. This will help organizations seeking to comply with Stage 2 Meaningful Use

requirements. In the Stage 2 of Meaningful Use final rule, released in 2012, CMS stated it would develop this repository.

The CMS Centralized Repository is not the authoritative source of all reporting options currently available, CMS said.

The information within the repository was collected in September and October 2016. Participation in the repository by

public health agencies, clinical data registries and specialized registries is voluntary. For the Medicare or Medicaid EHR

Incentive Programs, the absence of an entry on the CMS Centralized Repository is not sufficient documentation for

claiming an exclusion and does not prevent a provider from attesting to reporting to a registry, CMS said. Providers must

still check with jurisdictional public health agencies or specialty societies to which they belong and document that

information to satisfy Medicare or Medicaid reporting.

CMS proposes reducing eCQM, meaningful use reporting requirements

The Centers for Medicare and Medicaid Services has proposed new provisions for collecting and submitting quality data

via electronic health record systems. The guidelines, which would affect 2017 and 2018 reporting, would provide

flexibility for collection periods. The rule, published April 14, proposes that hospitals be required to choose six of the

electronic clinical quality measures included in the Hospital Inpatient Quality Reporting Program measure set for the

2017 reporting period and 2019 fiscal payment determination. The former requirement was eight eCQMs. The proposed

changes affect hospitals and long-term care hospitals required to collect eCQMs as part of the Electronic Health Record

Incentive Programs and prospective payment system.

CMS said the changes are meant to "relieve regulatory burdens, support the patient-doctor relationship in healthcare

and promote transparency, flexibility and innovation in the delivery of care.“ The proposal would also ease the

meaningful use attestation period for both physicians and hospitals to any continuous 90-period in 2018. CMS also

intends to reduce the requirements of providers using technology that has been decertified due to the Office of the

National Coordinator for Health IT's certification program. The proposed change adds an exception that removes the

penalty for being unable to meet the requirements – a change mandated by the 21st Century Cures Act.

The proposed changes also cover 2018 Medicare payments for inpatient services, while relaxing eCQM reporting

requirements. Further, CMS wants to limit the eCQM reporting requirements for physicians to 90 days, while joining the

program with the Merit-based Incentive Payment System. The rule was published in conjunction with an RFI for other

federal health policies and responds to recent urging from healthcare industry leaders to reduce Meaningful Use and

quality data reporting requirements. In addition to its proposed changes, CMS is seeking feedback for solutions to create

a more transparent, simplified reporting system. "We would like to start a national conversation about improving the

health care delivery system, how Medicare can contribute to making the delivery system less bureaucratic and complex

and how we can reduce burden for clinicians, providers and patients in a way that increases quality of care and

decreases costs," said CMS officials in a statement.

5

Sources: Morgan Markets, Bloomberg

As of April 30, 2017

Debt Capital Markets Overview

High Yield New Issue Volume

High Yield Market Overview

High Yield Corporate Credit Yields

6.05%

5.84%

6.60%

4.35%

($ in billions)

YTD 2017 High Yield funds have seen $3.96bln of net outflows

April saw $14.8bln of High Yield issuance compared to $43.2bln in March

– Refinancing: 66% for 2017 YTD vs. 58.0% in 2016

– Acquisition finance/LBO transactions: 18% for 2017 YTD vs. 16.0% in 2016

One Healthcare issuer hit the High Yield market in April:

– Eagle Holding Co II (Caa1 / CCC+)

The yield on the High Yield index tightened by 19 bps during April, decreasing from 6.24% to 6.05%

– Healthcare yields stayed flat, tightening just 1 bp from 6.61% to 6.60% during the month of April

$27.2

$20.3

$14.6 $18.5

$25.9

$12.8 $11.1

$16.0 $17.8 $19.3

$43.2

$14.8

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

10.00%

11.00%

May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17

HY - All BB B HY - Healthcare

6 6



Debt Capital Markets Overview

Investment Grade Market Overview

Investment Grade New Issue Volume

Investment Grade Corporate Credit Spreads

89 bps

116 bps

131 bps

168 bps

141 bps

($ in billions)

$177.9

$79.2 $95.3

$113.7

$144.7

$102.2

$75.8

$40.2

$172.2

$88.0

$128.5

$81.8

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

$160.0

$180.0

$200.0

May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17

50 bps

100 bps

150 bps

200 bps

250 bps

300 bps

350 bps

May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17

IG - Healthcare IG - All AA A BBB

2017 YTD Investment Grade issuance is at $492.4bln

309 deals and 598 tranches have priced in 2017 YTD with an average deal size of $1.6bln

– 2016 priced 827 deals with an average size of $1.6bln

Two Investment Grade Healthcare issuers hit the market in April:

– Kaiser Permanente (NR / AA-)

– SSM Health Care Corp (NR / A+)

In April, Investment Grade funds saw $8.9bln of net inflows; 2016 net inflows totaled $53.7bln

Investment Grade spreads tightened by 2 bps during the month, ending April at 141 bps

– Investment Grade Healthcare tightened by 1 bp during the month, ending April at 131 bps

– The 10-yr US Treasury yield ended the month at 2.28%

7



Recent High Yield Deals

Recent Investment Grade Deals

Year-to-Date Debt Capital Markets Transactions

None

Amount Rating Issuance

Date Issuer Security ($MM) Moody's S&P Coupon Maturity Price Yield Spread Type Sector

3-Feb-17 Change Healthcare Sr. Notes $1,000 B3 B- 5.750% 15-Feb-25 100.000% 5.750% 336 bp 144A Healthcare IT

Use of Proceeds: Finance the merger of McKesson's Technology Solutions business (MTS) and Change Healthcare Holdings, and to refinance existing debt

8

Source: Loan Connector

New Issue

Loan Market Update: YTD Healthcare IT Pricings

Tranche LIBOR Upfront

Date Company Name Tranche Type Amount Deal Amount Maturity Date Spread Fee Moody's S&P Lead Arranger(s) Use of Proceeds Phase

10-Mar-17 Constellation Health Technologies Term Loan B 160,000,000 175,000,000 30-Jan-22 NA 125 NR NR BAML, BMO, KeyBanc Capital Markets Sponsored Buyout Completed

10-Mar-17 Constellation Health Technologies Revolver/Line >= 1 Yr. 15,000,000 175,000,000 30-Jan-22 NA 125 NR NR BAML, BMO, KeyBanc Capital Markets Sponsored Buyout Completed

1-Mar-17 Change Healthcare Holdings LLC Term Loan B 5,100,000,000 6,835,000,000 1-Mar-24 275 25 Ba3 B+BAML, Barclays, Citigroup, Goldman Sachs, Royal

Bank of Canada, SunTrust BankGeneral Purpose Completed

1-Mar-17 Change Healthcare Holdings LLC Bridge Loan 1,235,000,000 6,835,000,000 1-Mar-18 NA NA NR NA BAML, Goldman Sachs General Purpose Completed

1-Mar-17 Change Healthcare Holdings LLC Revolver/Line >= 1 Yr. 500,000,000 6,835,000,000 1-Mar-22 275 NA NR B+BAML, Barclays, Citigroup, Goldman Sachs, Royal

Bank of Canada, SunTrust BankGeneral Purpose Completed

15-Feb-17 Greenway Health Revolver/Line >= 1 Yr. 30,000,000 560,000,000 15-Feb-22 NA NA B3 NR Jefferies General Purpose Completed

15-Feb-17 Greenway Health Term Loan B 530,000,000 560,000,000 15-Feb-24 475 50 B3 NR Jefferies General Purpose Completed

6-Feb-17 Mediware Information Systems Term Loan B 320,000,000 320,000,000 NA 375 25 B2 B-BAML, Jefferies, Nomura International Plc, Royal

Bank of Canada, SunTrust BankSponsored Buyout Completed

9 9



Current Interest Rate Environment

Yield Curve Suggests Continued Low Rate Environment Forward LIBOR Rate

10-yr UST Yield Remains Near All-Time Lows % of Time the 10-yr UST was Below a Specific Yield (1962 – Present)

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

3 Mo 6 Mo 12 Mo 2 Yr 3 Yr 5 Yr 7 Yr 10 Yr 30 Yr

Forward Yield Curve - May 31

Yield Curve - April 30

Forward Yield Curve - One Year Forward (4/30/2018)

0.00%

0.25%

0.50%

0.75%

1.00%

1.25%

1.50%

1.75%

2.00%

2.25%

2.50%

2.75%

3.00%

May-17 Nov-17 May-18 Nov-18 May-19 Nov-19 May-20 Nov-20 May-21 Nov-21 May-22

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

Apr-12 Oct-12 Apr-13 Oct-13 Apr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16 Apr-17

0.2%4.4%

8.7%12.4%

14.7%

20.8%

30.8%

37.7%

43.1%

50.0%

57.3%

63.5%

70.7%

77.4%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% 6.50% 7.00% 7.50% 8.00%

10

Sources: Capital IQ, Dealogic, Lipper


Equity Capital Markets: Deal Volume & Aftermarket Performance Trends

58 54 32 50 57 29 60 65 61 45 80 43FO Pricings

by Month

$0.0

$10.0

$20.0

$30.0

May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr

Dea

l Val

ue

Prior Period

Current Period

13 7 10 7 13 15 1 6 8 5 7 14IPO Pricings

by Month

$0.0

$2.5

$5.0

$7.5

$10.0


Dea

l Val

ue

Prior Period

Current Period

Follow-Ons LTM ($ in billions) Initial Public Offerings LTM ($ in billions)

LTM Aftermarket Follow-On Performance (%) Relative IPO Aftermarket Performance

2-Year Avg. Proceeds 2-Year Avg. Proceeds

(5.0%)

(2.5%)

0.0%

2.5%

5.0%

7.5%

10.0%


1-Day 1-Week 1-Month

70

80

90

100

110

120

130

140

Apr-16 Jun-16 Aug-16 Oct-16 Dec-16 Feb-17 Apr-17

Renaissance IPO Index

Russell 2000 Index

NASDAQ Composite

Filing Pricing Deal Market Shares % Offer Discount to % Change in Price

Date Date Issuer Ticker Value Cap Offered Secondary Price Filing Last 1 Day 1 Week 1 Month Healthcare Sector

03/27/17 03/27/17 Evolent Health Inc EVH $150.0 $1,444.0 7.500 100% $20.00 (5.9%) (5.9%) 2.8% 0.0% NA Healthcare IT

01/17/17 01/18/17 Teladoc Inc TDOC 159.0 899.0 9.488 19% 16.75 (1.5%) (3.7%) 9.9% 13.1% NA Healthcare IT

09/06/16 09/08/16 Evolent Health Inc EVH 194.0 1,397.0 8.625 100% 22.50 (8.8%) (2.8%) (40.0%) 1.6% 12.6% Healthcare IT

05/20/16 07/14/16 Rennova Health Inc RNVA 9.0 9.5 19.115 0% 0.45 (28.6%) (12.5%) (37.8%) (39.6%) (31.1%) Healthcare IT

Mean $128.0 $937.4 11.182 (11.2%) (6.2%) (16.3%) (6.2%) (9.3%)

Median $154.5 $1,148.0 9.056 (7.3%) (4.8%) (17.5%) 0.8% (9.3%)

11

Source: Dealogic

Healthcare IT Initial Public Offerings

Healthcare IT Follow-On Offerings

Equity Capital Markets: Last 12-Month Healthcare IT Pricings

Healthcare IT Convertible Offerings

Healthcare IT Backlog

None

Filing Pricing Convert Rule Deal Market (Discount) / Years to Call

Date Date Issuer Ticker Type 144a Value Cap Coupon Premium Rank Maturity Provision Healthcare Sector

3/16/17 3/16/17 Rennova Health Inc RNVA Debt No $15.8 $10.0 NA (12.000%) NA 2.0 NA Healthcare IT

12/15/16 12/15/16 NantHealth Inc NH Debt Yes 100.0 1,176.0 NA NA NA 5.0 NA Healthcare IT

11/29/16 11/29/16 Evolent Health Inc EVH Debt Yes 110.0 991.0 NA NA NA 5.0 NA Healthcare IT

5/25/16 5/26/16 WebMD Health Corp WBMD Debt Yes 360.0 2,470.0 2.625% 30.000% NA 7.0 NA Healthcare IT

Mean $146.4 $1,161.8 2.625% 9.000%

Median $105.0 $1,083.5 2.625% 9.000%

Filing Pricing Deal Market Shares % Filing Offer Pricing % Change in Price

Date Date Issuer Ticker Value Cap Offered Secondary Range Price Range 1 Day 1 Week 1 Month Healthcare Sector

01/04/16 09/28/16 Tabula Rasa Healthcare Inc TRHC $51.6 $187.0 4.300 0% 13.00 - 15.00 $12.00 Below 24.0% 12.1% (1.9%) Healthcare IT

05/06/16 06/01/16 NantHealth Inc NH 91.0 1,690.0 6.500 0% 12.50 - 15.50 14.00 In Range 32.8% 12.9% (8.1%) Healthcare IT

4/29/16 5/25/16 Cotiviti Holdings Inc COTV 246.0 1,705.0 12.500 0% 17.00 - 19.00 19.00 In Range 10.0% (0.8%) (0.4%) Healthcare IT

Mean $129.5 $1,194.0 7.767 22.2% 8.0% (3.5%)

Median $91.0 $1,690.0 6.500 24.0% 12.1% (1.9%)

12

Source: Capital IQ, Mergermarket

M&A Activity

($ in millions)

Announced Target Acquiror Target Business Description

4/27/2017 Kali Care, Inc. AptarGroup, Inc.Develops an online platform to connect the patient’s medication with doctors, caregivers, pharmacists,

CROs, university researchers, hospitals and family members in real timeNA

4/27/2017Lightshed Healthcare Technologies

LLC (Clockwise.MD)DocuTAP, Inc. Provides online self-scheduling and queue management solutions for healthcare sector NA

4/25/2017 Source Medical Solutions, Inc. Surgical Information SystemsProvides ambulatory surgery center (ASC) and therapy software, outpatient information solutions and

revenue cycle management services for ASCs, specialty hospitals and rehabilitation clinicsNA

4/24/2017 Oncoverse LLC BTG plcDevelops and operates a digital health care platform which enables health care professionals to

collaborate on cancer patient care decisions and to monitor the progress of patient therapiesNA

4/24/2017 Forecast Health, Inc. Lumeris, Inc. Provides predictive analytics and planning tools to enable population health programs for health systems NA

4/13/2017 CMT, Inc. Relias Learning, LLCProvides evidence-based behavioral health analytics and decision support tools for managed Medicaid

and Medicare organizationsNA

4/18/2017 TypeZero Technologies LLC Cellnovo Limited Offers an Artificial Pancreas (AP) software that monitors blood glucose levels via a smartphone application NA

4/19/2017 Medicalis Corp. Siemens Healthineers, Inc.Provides radiology workflow technology solutions to professional radiology groups, imaging centers,

hospitals and at-risk entitiesNA

4/19/2017 InPharmics Omnicell, Inc.Offers end-to-end medication use process cost analytics and compliance systems for acute care hospital

pharmaciesNA

4/18/2017 ArroHealth CIOX HealthProvides technology-enabled risk adjustment solutions to Medicare Advantage, managed Medicaid and

commercial health plans, as well as for the health insurance exchange marketplaceNA

4/17/2017 Mytrus, Inc. Medidata Solutions, Inc.Provides "virtual clinical trials" and technologies such as electronic informed consent to improve clinical trial

efficiencyNA

4/13/2017EncounterCare Solutions Telehealth

and Chronic Care ManagementiGambit, Inc. Provides Electronic House Call, a remote patient vital signs monitoring device NA

4/12/2017 Entrada, Inc. Quality Systems IncProvides clinical documentation and document sharing solutions, and an iOS software development kit that

integrates provider productivity and care collaboration capabilities within mobile applications$34.0

4/10/2017 LeonardoMD, Inc. Azalea Health Innovations, Inc.Offers Web-based medical practice management software and electronic health record (EHR) to

physicians, medical billing services and medical providers in medical specialtyNA

4/5/2017 Soft Informatique Inc. MediSolution Ltd.Develops and offers electronic medical recordkeeping, medical billing and diagnostic imaging software for

health professionals and their administrative collaboratorsNA

4/5/2017 Advanced Practice Strategies, Inc. Relias Learning, LLC Provides assessment, education and analytics services to clinicians NA

4/4/2017 WPC Healthcare, Inc. Intermedix Corporation Develops, implements and supports data solutions for the healthcare industry NA

4/3/2017Aon Hewitt Inc., Admin Business in

CanadaSmart Employee Benefits Inc. Provides health and welfare benefit administration technology solutions NA

4/4/2017 Connextions, Inc. TeleTech Healthcare Solutions, Inc.Develops and provides a healthcare consumer engagement solutions platform, and also offers various

advisory services including business consulting, process design and systems integration80.0

4/3/2017 ShiftHound, Inc. ABILITY Network Inc. Provides Web based workforce management solutions for small and medium sized customers NA

Enterprise

Value

13

Source: SEC, WSJ, Capital IQ

Private Placements Activity

Date Company Amount Key Investor(s) Target Description

4/25/2017 Science 37 $29.0Amgen Ventures; dRx Capital AG; Glynn Capital Management;

GV; Lux Capital Management; Redmile Group, et. al

Mobile technology and clinical trial company that focuses on the development of

networked patient-centric models for clinical research to accelerate biomedical discovery

4/25/2017 RapidSOS 14.0A3 LABS; Highland Capital Partners; Motorola Solutions Venture

Capital; Responder Ventures, LLC; The Westly Group, et. al

Develops and offers a smartphone application that gives people the ability to call police,

fire, or an ambulance with one touch of the screen and share photos and videos

4/25/2017 HealthVerity 10.0Flare Capital Partners; Foresite Capital Management, LLC;

Greycroft Partners LLC

Develops and offers technologies and software tools for the discovery and integration of

optimal patient data sets

4/20/2017 ZappRx 25.0GV; Qiming Weichuang Venture Capital Management

(Shanghai) Company Limited; SR OneDeveloped an application for prescription management

4/19/2017 Solv Health 6.3 BenchmarkDevelops and operates an online platform that lets users find and book same-day doctor's

appointment

4/18/2017 Murj 4.5 Social Capital Partners; True Ventures Develops digital data collection platform for implantable cardiac devices

4/13/2017 ClearDATA Networks 12.0Excel Venture Management; Flare Capital Partners; Heritage

Group; HLM Venture Partners; Merck Global Health, et. al

Provides a cloud computing platform and information security services to the healthcare

industry in the United States

4/12/2017 Blink Health 90.0 Eight PartnersDevelops a generic and prescription medication purchase platform that focuses on

medication search, advance payment and prescription discounts

4/11/2017 Doc Halo 11.0 Bain Capital Ventures; Refinery VenturesDevelops mobile safety and emergency communication application that enables to

contact emergency dispatchers with one touch on the screen

4/11/2017 Evidation Health 10.0 B Capital Group; GE Ventures; Sanofi-Genzyme BioVenturesDeveloped solutions that allow healthcare companies and their populations to build and

manage relationships and improve outcomes

4/11/2017 Simple Contacts 8.0 Goodwater Capital; Notation CapitalProvides Simple Contacts, a mobile application that helps users to renew their contact lens

prescription

4/6/2017 Ortho Kinematics 18.6 UndisclosedDeveloped healthcare diagnostic technology solutions focusing on spine imaging

informatics in the United States

4/6/2017 OM1 15.07wire Ventures; General Catalyst Partners; Wanxiang

Healthcare Investments

Develops a big data analytics platform to predict patient outcomes so that healthcare

providers can make better decisions about how to care for them

4/6/2017 drchrono Inc. 12.0FundersClub Inc; Maxfield Capital Management Fund;

Runa Capital

Provides an electronic health records platform that connects doctors, patients and health

data to improve patient care

4/6/2017 Redox 1.0Dreamit, Flybridge Capital Partners, HealthX Ventures,

406 Ventures, RRE Ventures

Develops Application Program Interfaces (APIs) for integrating software with electronic

health records

4/4/2017 Amino 25.0Accel ; Aspect Ventures; CRV; Highland Capital Management,

L.P.; Northwestern Mutual Capital LLC, et. alOffers an online platform that enables users to find and book an appointment with a doctor

($ in millions)

90

139

188

295 302

226

41$1.1

$1.5$2.0

$4.3 $4.5

$3.2

$1.7

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

$8.0

$9.0

$10.0

0

50

100

150

200

250

300

350

2011 2012 2013 2014 2015 2016 YTD Apr 2017

Total T

ransaction Value ($bn)N

umbe

r of

Tra

nsac

tions

Number of Transactions Total Transaction Value ($bn)

192 205225

5061

4361

215

61 5949

60

229

77 76

50 46

249

56

20

0

50

100

150

200

250

1Q14 2Q14 3Q14 4Q14 FY 2014 1Q15 2Q15 3Q15 4Q15 FY 2015 1Q16 2Q16 3Q16 4Q16 FY 2016 1Q17 2Q17

Strategic Buyer PE Buyer

14

Source: SEC, WSJ, Capital IQ, Mergermarket

M&A and Capital Raising Activity

M&A Activity

Capital Raising Activity

Karan Jolly

Director

Healthcare

(216) 689-4535

[email protected]

Vamsi Botla

Director

Healthcare

(312) 730-2708

[email protected]

15

Select Transactions

For additional information on KeyBanc Capital Markets,

please contact any of the individuals listed below

Select KeyBanc Capital Markets Transaction Experience

127 Public Square

Cleveland, OH 44114

1301 Avenue of the Americas

New York, NY 10019

227 West Monroe Street

Chicago, IL 60606

Healthcare Investment Banking Team

Colby Kittrell

Vice President

Healthcare

(212) 476-7463

[email protected]

Mike Jackson

Managing Director & Segment

Leader – Diversified Industries Group

(216) 689-4441

[email protected]

Jim Lilly

Managing Director

Healthcare

(212) 476-7460

[email protected]

Slava Girzhel

Managing Director

Healthcare

(216) 689-4010

[email protected]

Steve Alcauskas

Managing Director

Healthcare

(503) 821-3999

[email protected]

Daren Oddenino

Vice President

Healthcare

(216) 689-4633

[email protected]

111 SW 5th Avenue

Portland, OR 97204

Healthcarehas been acquired by has acquired

Senior Secured Credit Facilities has been acquired by Senior Secured Credit Facilities Senior Secured Credit Facilities has received an investment from

a portfolio company of a portfolio company of

$175,000,000 $175,000,000 $250,000,000

Joint Lead Arranger & Sell-Side Advisor Sell-Side Advisor Exclusive Sell-Side Advisor Exclusive Buy-Side Advisor Documentation Agent Documentation Agent Exclusive Financial Advisor

Syndication Agent

has sold its

Benefits Continuation Services

business to

number aggr. equity% of total % of aggr. interest rates ......this report was not issued by our...

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