Healthcare Market Update

& Vertical Perspectives

Q1 2023
TABLE OF CONTENTS

I HEALTHCARE MARKET UPDATE

II HEALTHCARE VERTICAL PERSPECTIVES

III HARRIS WILLIAMS UPDATE

IV HARRIS WILLIAMS SECTOR COVERAGE

Capital Markets Experienced Rising Volatility
Throughout 2022
Economic Backdrop
› Unprecedented monetary stimulus, supply chain constraints, and labor dynamics have resulted in inflation levels not seen over the last 40 years
› Ukraine / Russia conflict creating heightened geopolitical uncertainty
› The S&P 500 declined 19.4% in 2022, marking a retreat from the benchmark’s prior three straight positive years
› The Fed raised interest rates by a total of 425 basis points in 2022, and uncertainty around future rate hikes has challenged financing markets
› High-yield bond markets, which typically follow equity trends, as well as the syndicated loan markets, remain choppy

Public Market Volatility Notable Statistics

VIX S&P 500 FF Rate FF Rate FF Rate

^ 50 bps ^ 75 bps ^ 75 bps 19.4%
FF Rate FF Rate FF Rate FF Rate 2022 S&P 500 Decline
^ 25 bps ^ 75 bps ^ 75 bps ^ 50 bps

7.1%
US CPI-U YoY Change(1)

425 bps
2022 Increase in
Fed Funds Rate(1)

0.4%
Consensus 2023
Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22
U.S. GDP Growth

1) As of December 2022
CONSUMER PRODUCTS & SERVICES Page | 22
Investors Are Increasingly Selective as M&A Markets Begin
to Moderate
Deal volume moderated in 2022, and investors are picking their spots in 2023.

The M&A Market Remains Active; Buyers Have Shifted Their Mindset Since Mid-2022

2H 2020 Frothy capital markets Record M&A volume and COVID normalization and Speed and structure in Record Level Of Capital Deployment
+ and SPAC / IPO craze valuation levels priority on growth M&A processes via M&A
2021

2022 Volatile public equity and Moderating M&A Priority on stability, Flexibility and Heightened Focus on Quality,
+ credit markets volume and valuation sustainable growth, and “dealmaking” in M&A Market Leaders, and Recession
1H 2023 disconnect cash-flow generation processes Resilience

Moderations in M&A Volume(1) U.S. Leveraged Loan Volume(2)

# of Closed North American M&A Transactions by Quarter ($ in billions)
Q1 2021 – Q4 2022

$801
5,818

4,741
4,406 4,322 4,495
4,160
3,726 $490
$443
2,941 $395

1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 2019 2020 2021 2022

1) PitchBook data as of 12/31/2022 (latest data available); PitchBook middle-market deal size defined as $25M - $1.0B
CONSUMER PRODUCTS & SERVICES Page | 33
Healthcare Has Historically Been Resilient Through
Economic Cycles...
Healthcare has historically been more resilient than other industries and has proven to be a growth driver of the economy, with healthcare as a
percentage of U.S. GDP rising from 13% in 2000 to 20% in 2022.

S&P 500: 1990 – 2022(1)

COVID-19 Recession
Dot-Com Recession 2020
The Great Recession
2001
2007 – 2009

Gulf War Recession

1990 – 1991

Gulf War Recession(1) Dot-Com Recession(1) The Great Recession(1) COVID-19 Recession(1)

S&P 500 Health Care S&P 500 Health Care S&P 500 Health Care S&P 500 Health Care
S&P 500 (Sector) S&P 500 (Sector) S&P 500 (Sector) S&P 500 (Sector)

(3%)

(14%)
(40%) (25%)
(31%)
(18%) (22%) (54%)

1) PitchBook
CONSUMER PRODUCTS & SERVICES Page | 44
...And Presents Great Investment Opportunities During a
Downturn
› Healthcare investments during the Great Recession returned a multiple on invested capital (MOIC) that was nearly a full turn higher than other
industries
› Healthcare assets also led the way coming out of the Great Recession, outperforming other sectors by ~14% from 2009 to 2015

Performance of North American Private Equity-Owned Healthcare Investments Made During the Great Recession(1)

GREAT RECESSION (2006 – 2008) RECOVERY (2009 – 2015)

(Multiple on Invested Capital) (Multiple on Invested Capital)

+50% +14%

1) Bain & Company

CONSUMER PRODUCTS & SERVICES Page | 55
TABLE OF CONTENTS

I HEALTHCARE MARKET UPDATE

II HEALTHCARE VERTICAL PERSPECTIVES

III HARRIS WILLIAMS UPDATE

IV HARRIS WILLIAMS SECTOR COVERAGE

Healthcare: Resilience With Value Creation Potential

2023 M&A Outlook

› Buyers have capital to put to work, and high-quality companies are available at attractive values. Those investors who can see past the volatility and
uncertainty in the headlines have the potential to pull ahead, and healthcare has long been viewed as a recession-resilient sector.
› Within the industry, companies with proven management teams will continue to be in especially high demand. Buyers want to see that leadership
can manage the company through a downturn and come out ahead.
› Subsectors of particular interest include outsourced pharma services, providers and outsourced provider services, payors and payor services,
medical products and devices, and healthcare IT.
See our full article.

Recent Insights

CONSUMER PRODUCTS & SERVICES Page | 77

 Consumer Healthcare

Dental

Trends We’re Watching

+ Significant remaining fragmentation in the market presents a major opportunity for continued consolidation

+ Investors continue to look to add specialties to their general practice services, creating multispecialty, regionally dense platforms

+ Attractive resiliency as proven by a strong rebound after the Great Recession and COVID

- Payor negotiations have remained challenging for dental platforms, as payor rate increases have lagged behind labor / wage inflation and other input costs within
these businesses

- Clinical staff retention has been difficult in the tight labor market and continues to be a focus for most dental businesses

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ Labor-heavy industry that has experienced
Labor Markets difficulties within the current market
▪ There will be continued consolidation of midmarket
players
Exposure to LOW HIGH ▪ Increases in wages, supplies, and other core
Inflation expenses are felt strongly within the sector ▪ Institutional logic and appetite for many 30-40 practice
players that will combine with other similarly sized
platforms in the near term
▪ Many dental services are necessary,
Exposure to LOW HIGH regardless of consumer spending habits, ▪ Blending of international lines as U.S. groups continue to
Consumer Spending while some services (i.e., cosmetic) are move north of the border and Canadian platforms seek
more discretionary in nature
lower multiples in the U.S.
Exposure to Capital LOW HIGH ▪ Specialty platforms continue to achieve premium
▪ Minimal exposure
(B2B) Spending multiples

8
 Consumer Healthcare

Dermatology

Trends We’re Watching

+ Stabile demand drivers given medical necessity and proven recession resiliency
+ Sector grew through the Great Recession and will likely continue to receive more interest, on a relative basis, during this cycle
+ Resilient, recurring cosmetic spend (e.g., Botox, fillers) expected to continue despite the current economic environment
+ Greater focus on the appearance of the skin in the post-COVID world has accelerated growth in cosmetic services
+ More pricing opportunity within cosmetics helps offset inflationary pressures
+ Large number of organic levers to pull operationally within dermatology platforms; breadth of service offerings across medical and cosmetic dermatology allows practices to better
absorb changes in utilization patterns driven by economic cycles
- Labor shortages and wage inflation, specifically among medical assistants and support staff, have been the largest challenges facing dermatology practices
- An inability to pass on price increases to patients, particularly for medical dermatology services, has caused margin pressure for some dermatology practices

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Shortage of medical assistants and support
Exposure to LOW HIGH staff has led to wage inflation; technology
Labor Markets
implementation expected to limit exposure
▪ Relative to 2022, add-on M&A activity will likely be as
▪ Limited exposure to inflation given variable busy, if not busier, driven by large platforms continuing
Exposure to LOW HIGH to execute on their acquisition growth strategies
compensation is the largest bucket of
Inflation
operating expenses
▪ Potential for a number of small to medium-sized
▪ Medical necessity of many dermatological platforms to explore an exit in 2023
Exposure to LOW HIGH procedures limits exposure to consumer
Consumer Spending
spending trends ▪ Large platforms will likely see muted activity in 2023
given a significant number of large trades in 2022 and
▪ Low exposure to capital spending given the disruption in the credit markets
Exposure to Capital LOW HIGH relatively low fixed costs associated with
(B2B) Spending
clinics

9
 Consumer Healthcare

Fertility

Trends We’re Watching

+ High degree of cash pay and greater ability to pass along price increases than virtually all other healthcare services sectors

+ International demand for U.S. fertility services is high, and with most travel restrictions now lifted post-COVID, patients will increasingly seek treatment in U.S.

- While legislative clarity is still forthcoming in some states, there is limited anticipated impact on the broader sector based on the Dobbs decision

- While scaled platforms are extremely well positioned to continue to recruit physicians and grow their businesses, it is becoming increasingly difficult to create new
platforms given overall physician supply

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Very tight REI and embryologist market pre-
Exposure to LOW HIGH COVID-19; dynamics remain similar post;
Labor Markets recruiting often represents competitive
advantage for platforms ▪ The sector’s strong and resilient performance, as well as
insulation from inflation, expected to continue driving
▪ Cash pay nature of the sector enables
Exposure to LOW HIGH
quality providers to pass along price
high investor interest
Inflation
increases to patients
▪ Several new platforms of scale have emerged in sector
▪ Life event importance of childbirth and over last two years
Exposure to LOW HIGH
biological clock meaningfully mitigate
Consumer Spending
exposure

▪ Some patients will tap home equity to

Exposure to LOW HIGH finance services; historic run-up in home
Housing prices over last decade may also mitigate
impact of any consumer spending pressure

10
 Consumer Healthcare

OB/GYN

Trends We’re Watching

+ Platform providers seek ways to increase broad service offerings, including through MFM, imaging, oncology, behavioral, and digital health offerings

+ Highly stable demand given primary care nature of many visits

+ Continued focus on value-based models (e.g., maternity)

- The U.S. continues to experience modest birth rates consistent with many other developed nations

- Offset by primary care nature of many services (i.e., many women see OB/GYN in lieu of primary care provider) as well as growing prevalence of
underlying conditions driving higher-complexity pregnancies (e.g., obesity, advanced maternal age, etc.)

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Primarily with respect to medical assistants
Exposure to LOW HIGH and support staff, similar to other
Labor Markets
healthcare services sectors
▪ Multiple scaled platforms have traded within the past
▪ Similar to many other healthcare services two to three years and are early in their hold periods,
Exposure to LOW HIGH thus platform activity in 2023 is expected to be relatively
sectors given high percentage of insurance
Inflation
pay muted

▪ Very limited exposure to consumer ▪ The next group of platform OB/GYN companies is gaining
Exposure to LOW HIGH
Consumer Spending
spending due to primary care nature of scale and is more likely to transact in 2024 or beyond
appointments

▪ Low exposure to capital spending given the

Exposure to Capital LOW HIGH relatively low fixed costs associated with
(B2B) Spending
sector

11
 Consumer Healthcare

Physical Therapy

Trends We’re Watching

+ Largest platforms continue to grow and expand through aggressive de novo, tuck-in acquisitions, and the accelerating pace of combinations with other platforms

+ Emergence of the next wave of midsized platforms with ~150 clinics or more as well as numerous smaller, private equity-backed providers at early stages of their
growth trajectory will provide actionable opportunities over the next several years

+ A number of platforms beginning to experiment / pursue growth in complementary service lines (e.g., pediatric/ABA, chiro, hospital partnership/JV, etc.)

- Availability of physical therapists and wage pressure have been experienced by many, but not all, providers of scale; labor management and recruitment provide
meaningful point of differentiation for platforms

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ Physical therapist labor pool tight before
Labor Markets pandemic has grown more so since
▪ High level of platform transaction activity between 2H-20 and
Q3-22, with a number of established platforms having recently
Exposure to LOW HIGH transacted
▪ Primarily in form of labor rates
Inflation
▪ Next wave of midsized platforms beginning to mature and
should drive transaction activity, likely weighted toward 2H-23
▪ Low exposure to consumer spending given
Exposure to LOW HIGH ▪ Fundamentals of market remain highly attractive, with deep
diverse payor mix and low percentage of
Consumer Spending investor pool that likes the sector
self-pay
▪ Impact of wage pressure may result in some businesses that
▪ Low exposure to capital spending given the
Exposure to Capital LOW HIGH otherwise would have come to market waiting until 2024
relatively low fixed costs associated with
(B2B) Spending
clinics

12
 Consumer Healthcare

Veterinary Services

Trends We’re Watching

+ The veterinary services sector has seen a considerable level of consolidation between 2018 and 2022, and momentum is expected to continue through 2023, with
an emerging trend of "consolidation of the consolidators"

+ Sector continues to draw high levels of interest as tailwinds such as the humanization of pets and growing pet ownership rates continue to accelerate

+ DVM recruitment and retention represent areas of continued focus and investment

+ In today’s tight labor market, we’ve seen heightened focus on DVM development programs and initiatives to improve the mental health and well-being of
DVMs

+ Increased focus on varied de novo growth strategies vs. traditional acquisition-driven growth
- Rising interest rate environment presents a challenge to roll-up strategy, and acquirers have become more circumspect about practice acquisitions, causing
multiples to decline, though activity remains strong

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ High exposure to labor markets; particularly
Labor Markets difficult to hire and retain clinical staff
▪ Expected to remain one of the most active multisite
▪ Moderate exposure to inflation, though sectors; M&A activity will likely be busier than 2022
Exposure to LOW HIGH inflation can be passed to customers
Inflation
through price increases ▪ Continued M&A activity of small add-ons as practice
owners are motivated to partner with larger platforms in
▪ Resilient consumer spending patterns the current economic environment
Exposure to LOW HIGH mitigate potential downside from consumer
Consumer Spending
spending exposure ▪ Midsized platforms are expected to come to market as
sponsors seek to realize investments and companies seek
▪ Overall, low exposure to capital spending, to access additional capital to fund de novo and
Exposure to Capital LOW HIGH though specialty practices experience acquisition-driven strategies
(B2B) Spending
greater capital spending exposure

13
 Consumer Healthcare

Vision

Trends We’re Watching

+ Large number of PE-backed platforms beginning to reach typical hold periods likely to provide consistent transaction volume in sector over next several years

+ Emergence of multiple active and viable strategic acquirers for other PE-backed platforms (e.g., EyeCare Partners/Partners Group and Eye South/Olympus
Partners)

+ Continued robust add-on activity of small physician-owned practices

+ Several potentially promising new retina drugs could provide tailwinds within retina subspecialty

- Like many other sectors, midlevel clinical labor supply remains relatively tight

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Large population of physicians; vision
Exposure to LOW HIGH platforms compete with other specialties
Labor Markets
for midlevel clinicians

▪ Rapid proliferation of sponsor-backed platforms between

Exposure to LOW HIGH ▪ Physician comp largely variable and 2017 and 2019 will likely lead to acceleration in activity
Inflation typically production based as sponsors seek to realize investments

▪ Consumer spending typically elective (e.g., ▪ High degree of physician compensation, which tends to
Exposure to LOW HIGH premium IOLs, LASIK); expenditure levels be productivity-based and therefore variable, makes
Consumer Spending small relative to quality of life sector less sensitive to wage pressure than other retail
considerations
health sectors on a relative basis
▪ Low exposure to capital spending given the
Exposure to Capital LOW HIGH
relatively low fixed costs associated with
(B2B) Spending
clinics

14
 Physician Practice Management

Gastroenterology

Trends We’re Watching

+ Stable reimbursement environment, with professional and facility fees in line with prior years and some reimbursement rates increasing given further hospital
price transparency as ambulatory surgery center (ASC) reimbursement rates move in line with hospital-based outpatient department (HOPD) rates

+ Highly fragmented market where significant consolidation opportunity remains, with 1,300+ unconsolidated practices across the country (1)

+ Margin optimization capabilities through the expansion of ancillary service offerings, including ASCs, in-office endoscopy suites, anesthesia, and pathology

+ Emergence of value-based care as a service model is increasingly prevalent in the gastroenterology sector

- Shortage of GI physicians expected to exceed 1,600 physicians by 2025, resulting from increased demand for screening and preventive medicine by an aging
population(2)
- Many larger groups have transacted in the last several years, leaving mainly smaller players available as M&A targets for existing platforms

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ Sector is largely dependent on physician
Labor Markets and other clinical labor
▪ 10 major platforms today, with three having previously
traded from one private equity firm to another
Exposure to LOW HIGH ▪ Medium exposure to inflation
Inflation ▪ Three to four platforms are likely to come to
market in 2023
Exposure to LOW HIGH ▪ Many GI services are necessary regardless ▪ Expectation that privately owned practices are likely to
Consumer Spending of consumer sentiment continue to roll up into existing practices

Exposure to Capital LOW HIGH ▪ Some heavier equipment is needed in

(B2B) Spending gastroenterology versus other industries

1) Definitive Healthcare
2) Merritt Hawkins
15
 Physician Practice Management

Orthopedics

Trends We’re Watching

+ Recession-resistant sector due to medical necessity of services; many treatments require near-term or immediate care

+ Favorable payor mix with very limited cash pay; reimbursement rates for orthopedic procedures have remained stable

+ Businesses have demonstrated “platform value” through favorable payor contracting, offering of ancillary services, and ability to acquire in-market physicians at
attractive prices

+ While value-based care models overall have low penetration in the sector, market leaders range from exploring to capitalizing on value-based care

+ Value-based care models create opportunities for leading orthopedic practices to generate incremental revenue while improving patient outcomes and
lowering cost for the system
- Inability to pass on cost inflation to patients can result in margin pressure

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ Labor shortage and wage pressure move
Labor Markets count for nonphysician employees
▪ Approaching the first wave of secondary platform trades;
▪ Limited exposure to inflation given variable roughly 15 PE-backed platforms have scaled and
Exposure to LOW HIGH performed well, with three to five of these platforms
compensation is the largest bucket of
Inflation
operating expenses planning to go to market in 2023

▪ Strong momentum for add-on investments in the highly

Exposure to LOW HIGH ▪ Limited exposure to consumer spending
Consumer Spending due to medical necessity of services fragmented industry

Exposure to Capital LOW HIGH ▪ Capex generally required for growth of ASCs
(B2B) Spending or other ancillaries

16
 Physician Practice Management

Urology

Trends We’re Watching

+ Significant demand tailwinds, given the growing 65+ U.S. population and a high urological disease incidence rate, including prostate cancer, urinary incontinence,
and BPH
+ Scaling platforms can unlock significant value creation opportunities, including greater economies of scale, better access to ancillary services, and more efficiently
navigating the reimbursement and regulatory landscape, in excess of what smaller practices can realize
+ Complex reimbursement environment and high barriers to entry provide significant opportunity for scaled platforms and drive urologists to join larger
organizations
+ Highly fragmented landscape with limited national platforms
- Similar to supply/demand trends in other specialties, demand for urologists is expected to outpace provider supply
- Urologists, in terms of physician age, are above average, with 50% over the age of 55(1)

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Sector is largely dependent on physician
Exposure to LOW HIGH and other clinical labor, with a large
Labor Markets
concentration of physicians in urban areas
▪ Urology remains in the early stages of consolidation, with
only five scaled platforms today
Exposure to LOW HIGH ▪ Medium exposure to inflation
Inflation ▪ Untapped growth potential from ancillary service
opportunity at many smaller practices
Exposure to LOW HIGH ▪ Many urological services are necessary ▪ Opportunity to drive transformative platform growth
Consumer Spending regardless of consumer sentiment through multispecialty models, combining urology
services with complementary services
Exposure to Capital LOW HIGH ▪ Some heavier equipment is needed in
(B2B) Spending urology versus other specialties

1) American Urological Association: 2021 | The State of the Urology Workforce and Practice in the United States
17
 Behavioral Health

Behavioral Health

Trends We’re Watching

+ Persistent supply-demand imbalance for services, growing demand from adolescent and young adult patient populations most adversely affected by COVID crisis
+ School systems are becoming an increasingly important care setting for the provision of behavioral and mental health care
+ Destigmatization of mental and behavioral health issues driving more patients to seek treatment
+ Greater awareness; public figures’ openness about suffering from mental health issues
+ Acceptance of mental and behavioral health as a medical issue
+ Increased support from governmental and commercial insurance funding sources
+ COVID increased the attention paid to behavioral health, while also creating significant demand for behavioral health services due to the population’s isolation and feelings of fear and insecurity
+ Innovative care delivery models and technologies expected to continue to drive the sector forward
+ Shift to multidisciplinary services
+ Integration of primary and behavioral health care; value-based care alternative treatment and payment models
+ Reduction of regulatory barriers to dispensing MAT; rise in technology-enabled home-based MAT and SUD treatment; normalizing of psychedelic-assisted therapy
- Labor markets continue to be a headwind as the sector struggles to recruit and retain line therapists and other non-M.D. clinical staff

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ High exposure to labor markets as providers
Exposure to
LOW HIGH compete for scarce resources, resulting in
Labor Markets
increased recruiting and retention costs
▪ Incredibly active sector, which has maintained
▪ Providers have been able to negotiate some
Exposure to reimbursement rate increases to stem the
momentum through COVID-19 and is expected to remain
Inflation LOW HIGH margin compression incurred largely due to active in 2023 driven by strong but unfortunate tailwinds
rising wage rates
▪ Investors will favor in-network providers able to
▪ Sector is largely commercial and demonstrate leading clinical outcomes
Exposure to
LOW HIGH government payor reimbursed and has
Consumer Spending
shown resiliency in past downturns
▪ Compelling market opportunity for novel treatment
▪ Moderate exposure to capital spending for modalities (e.g., psychedelic-assisted therapy) and
Exposure to Capital majority of models; main capital expense settings (e.g., home-based and school)
(B2B) Spending LOW HIGH relates to de novo growth, particularly with
inpatient / residential subsector

18
 HCIT

HCIT

Trends We’re Watching

+ Employers, health systems, and payors are increasingly focused on cost containment technology solutions
+ As labor markets have tightened, cost containment solutions are becoming increasingly relevant as employers seek to manage medical costs to manage narrow networks, reference-based
pricing, and other reimbursement structures
+ Health systems seek operational and administrative tools that monitor costs purchasing, labor management, and asset utilization, among others
+ Life sciences technology continues to see activity as clinical trial volumes continue to increase based on pharma and biotech funding, as well as smaller trials supporting a need for innovative solutions
that can rapidly scale
+ Specialty EMR and practice management solutions continue to attract investors across specialty clinics, while larger “traditional” outpatient specialties that have achieved meaningful scale and
profitability look to expand into core markets and adjacencies
+ Expansion of investor interest from pure software solutions into tech-enabled solutions, such as cost containment, quality of care, and care utilization
+ The addition of a services element accompanying software increases stickiness and expands addressable market opportunity
- As investors prioritize profitability, HCIT companies must demonstrate a strong, proven economic model, rather than only a “growth at all costs” mentality, in order to attract investor interest

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ Capital-efficient businesses do not require a
Labor Markets large employee base to grow ▪ Relative to prior years, M&A activity was depressed in
2022, as quality companies were pulled forward to 2021
and limited supply in 2022
▪ Best-in-class software companies have
Exposure to LOW HIGH built-in annual price escalators, which
Inflation
provide a hedge against inflation
▪ While 2022 activity was more focused on revenue cycle
services and payor / employer software, 2023 will see
more provider-facing solutions and life sciences tech
Exposure to LOW HIGH ▪ Enterprise applications have little to no solutions
Consumer Spending consumer spending
▪ Proven software companies have held their multiples,
▪ Little to no exposure to capital spending, and with debt composing a relatively small part of the
Exposure to Capital LOW HIGH
(B2B) Spending
since most enterprise software applications capital stack / not representing a risk in the current credit
are paid through Opex environment, M&A activity should be moderately strong

19
 Home Health & Hospice

Home Health & Hospice

Trends We’re Watching

+ Family caregiving model (a.k.a. consumer-directed home care) is gaining traction as an attractive way to provide nonmedical home care

+ Model drastically expands the labor force and reduces caregiver turnover, leading to continuity of patient care and improved quality

+ Introduction of advanced technology solutions into the field enables caregivers to deliver improved care of scale

+ Payors offering more attractive Medicare Advantage contracts and structures

+ Highlighted by recent partnerships between Amedisys / Aetna and CenterWell / Humana, Medicare Advantage partnerships are gaining traction

- Labor force challenges have begun to normalize; however, they will continue to be top of mind for operators in 2023; many home health and hospice platforms
have made permanent cost structure changes to assuage wage pressures

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Significant labor market pressure in spring /
Exposure to LOW HIGH summer 2022, which has begun to
Labor Markets
normalize
▪ M&A activity is expected to rebound meaningfully from
2022, while not likely to reach the highs in 2021 again as
Exposure to LOW HIGH ▪ Exposure directly related to the labor some providers continue to battle a tough, yet
Inflation market and gas / mileage
improving, labor market that may constrain organic
growth
▪ While private duty nursing is cash pay, the
Exposure to LOW HIGH majority of the broader sector is not
Consumer Spending
exposed to consumer spending

▪ Low exposure to capital spending given the

Exposure to Capital LOW HIGH relatively low fixed costs associated with
(B2B) Spending
sector

20
 Medical Products and Devices

Medical Products and Devices

Trends We’re Watching

+ Manufacturers and service providers continue to consolidate key suppliers to ensure on-time deliveries, production of high-quality products, and reduction of
down time of hospital equipment

+ The drive for innovation remains constant, as both startup and established players develop next-gen products and devices to improve patient care and reduce
costs to patients and providers, resulting in higher-value products with attractive margins

+ Medical products and devices companies have a variety of attractive organic and M&A growth levers they can pull on, such as product portfolio expansion,
geographic expansion, addition of new and complimentary manufacturing or service capabilities, and new/existing customer growth

- Medical products and devices companies expect continued labor and supply chain challenges, which may impact a company's ability to meet demand

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Medical products and devices
Exposure to LOW HIGH manufacturers are moderately exposed to
Labor Markets
labor markets
▪ Corporates focused on smaller add-ons in 2023, and
▪ Material inputs and labor cost inflation strong demand from investors likely to increase activity
Exposure to LOW HIGH for OEM platforms
were largely passed on to end customers
Inflation
through product or service price increases
▪ The CMO pipeline remains robust, and there is
corresponding interest among investors
Exposure to LOW HIGH ▪ Limited, if any, exposure to consumer
Consumer Spending spending outside of HME categories
▪ Significant transaction volume over last 24 months in
outsourced medical device services likely to continue into
▪ The medical products and devices supply 2023
Exposure to Supply LOW HIGH chain supply chain is global, thus freight
Chain and material costs are affected by global
economic environment

21
 Outsourced Provider Services

Outsourced Provider Services

Trends We’re Watching

+ Highly favorable long-term trends support robust demand for outsourced provider services, amplified in the travel nursing and contingent labor sectors
+ Rising incidence of chronic diseases coupled with rapidly aging population (number of adults 65 and older increasing at 3.2% per year)(1)
+ Contingent labor utilization increasing as a result of permanent staff not meeting hospital staffing needs and growing clinician interest and awareness of
travel nursing as an appealing career path
+ The continued shift in work preferences, with a bend toward flexibility and higher compensation potential, particularly among younger providers, has led to a great
number of healthcare employees seeking flexible work models and a greater acceptance within the healthcare industry for using contingent labor
- “Normalized” travel nurse bill rates in excess of $110/hr. driven by persistent clinician shortages in the face of rapidly rising demand over the foreseeable future
- Nurse retirement at inflection point (avg. age is 52; 19% of nurses are 65+); burnout and vaccination mandates driving more nurses away from the bedside(1)
- Nurses have worked 24+ months at higher wages and have a low propensity to accept materially lower wages in the future

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Most outsourced provider services firms have a
high "people" element; demand for labor coupled
with low market unemployment rates will place a
Exposure to LOW HIGH premium on effective recruiting and retention
Labor Markets strategies; however, due to severe shortages in
▪ While the outsourced provider services sector saw a
some sectors, such as nursing, demand for limited amount of M&A activity in 2021/2022, several
outsourced services is expected to remain in a market and regulatory factors kept a lot of investors on
recessionary environment today
the sidelines
▪ Moderate exposure to inflation; majority of firms
Exposure to LOW HIGH
in this sector are "price makers" that are not ▪ Looking ahead, we anticipate more M&A activity in the
subject to fixed government / commercial payor
Inflation reimbursement rates and can pass on some level outsourced provider services sector as financial and
of higher costs to customers operating performance continues to normalize and
▪ Limited exposure to consumer spending due to investors become more confident in underwriting
Exposure to the nondiscretionary nature of healthcare sustainable post-COVID performance
LOW HIGH services being provided, coupled with significant
Consumer Spending growth in consumer HSA balances since the
2008/2009 recession

1) U.S. Bureau of Labor Statistics, U.S. Census Bureau, NSI Nursing Solutions Inc., Journal of Nursing Regulation
22
 Payors & Payor Services

Payors & Payor Services

Trends We’re Watching

+ Increasing demand for specialty benefit management as employers and health plans seek solutions to address accelerating spend across kidney care, surgery,
DME, behavioral health, fertility, and other high-spend categories, creating opportunities for best-in-class solution providers addressing these needs
+ Continued growth among independent third-party administrators to help an increasing number of employers who are self-insuring recognize the benefits of
network design, care management, and cost containment
+ Accelerating demand for cost containment solutions to help payors and employers manage healthcare costs that are expected to increase in 2023 as rates for
providers increase to compensate for inflation
+ Further penetration of value-based care in the commercial employer sector as the gap is narrowed with penetration in government-reimbursed healthcare
- Uncertainty around how the implementation of new regulations (most notably the price transparency and no surprise billing regulations) will play out
+ New regulations have driven significant growth for cost containment platforms that help plan sponsors navigate the complex legislation, identify and
measure the appropriate qualified payment amount (QPA), and comply with requirements to avoid penalties

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ Exposure to labor markets varies by
Labor Markets business model
▪ Overall M&A activity within sector expected to maintain
momentum, as businesses are expected to be insulated
Exposure to LOW HIGH ▪ Low exposure to inflation; inflation offers from recessionary headwinds
Inflation opportunity to drive more cost savings
▪ TPA activity expected to slow in 2023 given the number
of transactions closed between 2020 and 2022; however,
Exposure to LOW HIGH ▪ No exposure to consumer spending since deals are still expected to get done
Consumer Spending consumers do not participate in the sector
▪ Investors will favor cost containment solutions, specialty
▪ Low exposure to capital spending given the benefit management, and direct-to-employer models
Exposure to Capital LOW HIGH relatively low fixed costs associated with
(B2B) Spending
the sector

23
 Pharma Services

Pharma Services

Trends We’re Watching

+ The trend of outsourcing by biopharmaceutical companies will continue in 2023

+ R&D costs have risen and the challenges of commercializing products have increased, which is driving outsourcing by biopharmaceutical manufacturers

+ Small pharma and biotech are increasingly leading novel compounds through commercialization, driving a new wave of customers for outsourced pharma services
and tech providers; these smaller companies are even more likely to outsource than large pharma

- The biotech funding cycle will likely be the greatest question in 2023

- More likely to impact businesses in early phase R&D, as opposed to late-stage or commercialization platforms, which will be minimally affected

- Longer term, little concern on the funding cycle, as small pharma and biotech will continue to drive innovation and attract capital to fund research and
development activities

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Talent acquisition, as opposed to margin
Exposure to LOW HIGH compression from rising labor costs, is the
Labor Markets most difficult issue within pharma services
for management teams ▪ Tremendous deal activity seen over the last several years,
which is expected to continue in 2023, driven by relative
Exposure to LOW HIGH ▪ Pharma services is insulated from inflation attractiveness of the sector, with a strong organic growth
Inflation relative to other sectors profile and opportunities to consolidate fragmented
subsectors
Exposure to LOW HIGH
▪ No exposure
▪ Insulated from macroeconomic pressures, such as
Consumer Spending inflation, wages, and supply chain, which positions the
sector well for M&A activity in 2023 and beyond
▪ The greatest risk to the sector is exposure
Exposure to LOW HIGH to the biotech funding cycle, but that risk is
Biotech Funding
specific to subsectors and not a longer-term
Cycle
concern for HW

24
 Pharmacy

Pharmacy

Trends We’re Watching

+ Pharmacy models that have unique differentiation or add more value to the healthcare ecosystem than pure play pharmacy models are in favor with investors and include:

+ Value-added outsourced service providers to health systems, such as outpatient specialty pharmacy management, that create a new revenue stream for the health system and allows it to
retain chronic patients

+ In-home and ambulatory infusion centers that are taking advantage of payors’ desire to push patients into lower-cost environments

+ Businesses that are moving closer to pharma manufacturers, such as rare-disease-exclusive distribution pharmacies that are providing white-glove patient service

+ Increased prevalence of home-based care, which was heightened as a result of COVID, has driven demand for home-based pharmacy services, whether that relates to e-commerce,
technology to drive adherence, or alternative site of care

- Payors are putting additional pressure on reimbursement rates for specialty drugs

- PBM continues to be a challenging subsector due to concerns around the sustainability of profits from rebates and their value-add in the healthcare system

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
▪ Home infusion is affected by labor markets,
Exposure to LOW HIGH while other pharmacy areas are moderately
Labor Markets
exposed to labor markets
▪ Pharmacy continues to be an attractive sector, with
strong momentum after an active 2022 for add-on
Exposure to LOW HIGH ▪ No exposure investments in the highly fragmented market
Inflation
▪ Continued consolidation of the larger players/payors
(United Health, CVS, Walgreens, etc.), who are highly
Exposure to LOW HIGH ▪ No exposure interested in acquiring specialty pharmacies
Consumer Spending
▪ M&A activity is expected to vary between subsectors,
with infusion and health system outsourcing remaining
Exposure to Capital LOW HIGH
▪ No exposure the most active
(B2B) Spending

25
 Primary Care

Primary Care

Trends We’re Watching

+ New Medicare payment models (e.g., ACO REACH) enabling value-based primary care for seniors

+ In 2022, CMS converted the existing Global & Professional Direct Contracting Model to ACO REACH, which will officially go live January 1, 2023

+ Increased consumerization of healthcare, with patients seeking choice to find affordability and convenience

+ Patient choice is increasingly important, as patients want affordability and greater convenience, e.g. access to clinics in attractive locations, online/virtual
scheduling, telehealth/ability to message physician, app-based connectivity, etc.

- Conversion of primary care and other healthcare services for seniors

- Increasing trend of integrating and coordinating services for high-risk, high-cost seniors, with Medicare Advantage plans and PACE programs providing broader
ancillary services and increasing partnership between in-home primary care, palliative, and hospice providers

Economic Considerations Assessment of M&A Activity in 2023

Economic Risk Magnitude of Risk Commentary

LOW HIGH
Exposure to LOW HIGH ▪ Exposure to labor markets as providers
Labor Markets compete for clinical resources
▪ While public valuations for value-based primary
platforms have subsided from the highs of 2021, capital
Exposure to LOW HIGH ▪ Moderate exposure to inflation reflected in continues to flow into the sector to enable innovative
Inflation rising compensation expenses
care models, and we expect this to continue in 2022
across both venture investments and large-scale M&A
▪ Limited exposure for Medicare Advantage;
Exposure to LOW HIGH commercial and concierge services are
Consumer Spending
more exposed to consumer spending

▪ Minimal exposure to capital spending for

Exposure to Capital LOW HIGH majority of models, main capital expense
(B2B) Spending
relates to clinic build-out

26
TABLE OF CONTENTS

I HEALTHCARE MARKET UPDATE

II HEALTHCARE VERTICAL PERSPECTIVES

III HARRIS WILLIAMS UPDATE

IV HARRIS WILLIAMS SECTOR COVERAGE

 GLOBAL M&A ADVISOR

Harris Williams is a global investment bank specializing in M&A advisory services. Clients worldwide rely
on us to help unlock value in their business and turn ambitious goals into reality. We approach every
engagement with boundless collaboration, pooling expertise and relationships across industries and
geographies to uncover the unique story of each company.

Deep Industry Experience

70% Revenue from

repeat clients

Aerospace, Defense
& Government Services
Business
Services
Consumer Energy, Power
& Infrastructure 83% Managing directors
promoted from
within the firm

30+ Year
history

Healthcare & Industrials Technology Transportation

Life Sciences & Logistics

Offices: Boston | Cleveland | Frankfurt | London | Minneapolis | Richmond | San Francisco | Washington, DC
28
 Healthcare & Life Sciences

MEDICAL PRODUCTS AND DEVICES Access to Strategic Buyers

PROVIDERS OUTSOURCED PROVIDER SERVICES
› Behavioral​​ › Clinical Provider Services › Cardio
› Cardiology › Provider Business Services › Contract Manufacturing
› Chiropractic​​ › Revenue Cycle Management › Dental & Orthodontics
› Dental​​ › Eyecare
› Dermatology​​ LIFE SCIENCES TOOLS › HME/DME/Mobility
› ENT › Medical & Surgical Equipment
› Gastroenterology​​ PROVIDER, PHARMA, AND DEVICE DISTRIBUTION › Orthopedics & Spine
› Home Health & Hospice​​ › Patient Diagnostics & Monitoring
› MedSpa Services​​ PAYORS AND PAYOR SERVICES › Outsourced Medical Device Services
› Multispecialty​​ › Cost Containment & Member › Specialty Distribution
› Nephrology Engagement
› Direct-to-Payor Services HCIT
› Oncology
› Orthopedics​​ › Health Plans & Network Services › Data Management
› Other Providers › Pharmacy Benefit Managers › Employer
› Physical Therapy​​ › Specialty Benefit Managers › Inpatient - Admin and Operational Deep Relationships with Private Equity
› Podiatry › Third-Party Administrators › Inpatient - Clinical
› Primary Care​​ › LTC and Home Health
› Radiology PHARMACY › Outpatient
› Surgery Centers​​ › Compounding Pharmacy › Payer
› Urgent Care​​ › Infusion Services › Pharma IT
› Urology​​ › Institutional Pharmacy › RCM Services
› Vet Products & Services​​ › Outsourced Pharmacy Management › RCM Software
› Vision › Specialty Pharmacy
› 340B OUTSOURCED PHARMA SERVICES
› ​Women's Health
› Commercialization Services
CLINICAL LAB SERVICES › Contract Development &
Manufacturing
› Contract Research Organizations
› Safety and Regulatory Affairs

CONSUMER PRODUCTS & SERVICES 29

Page | 29
Unmatched Healthcare Experience
The proof is in the results – HW has built the market’s leading healthcare M&A practice and has exceptional momentum that accrues to the benefit of
our clients.

Littlejohn & Co. Novo Holdings

Martis Capital
SunMed
Pamplona (Dempsey Ventures) Waud
OMERS LGP
Capital Linden Capital
Management Optima Health /
Arsenal Capital Sentara Healthcare Becton, Dickinson Acadia
HIG Capital and Company
Linden Morgan Stanley Court Square Nautic SkyKnight
GI Partners Capital
Knox Lane AmerisourceBergen
Oak Hill WCAS Datix Partners Cerner Novo Unified
Capital Group
Cinven Holdings L Catterton VetCor
Frazier Aurora
Patricia HIG Capital Capital
Industries Partners Smile Brands Symplr
Martis Revelstoke Danaher / Gryphon GHO Pinnacle
Inspirata Revelstoke
Capital WCAS Dermatology
AEA Investors Linden Capital

Morgan Linden
Clearlake Symplr Stanley Five
Nordic Capital eSolutions Thomas Capital Lee
Capital Athilio Heartland Arrows
Equian Waud Capital Berkshire H. Lee Partners Equity
Five Pharma Dental
The Vistria Arrows eSolutions Partners Partners
TA Associates Group Ridgemont
Bertelsmann AG
Oak Hill Equity CDPQ
PRISM CWS-Boco Cressey &
Partners
Symplr Vision Group Flexpoint Co. / HEP
Gryphon Investors PharMedQuest / Wendel Partners
Ford
Kinderhook Group
Gryphon
TSG Consumer
Investors The Carlyle Group Sentinel Shoppers
BDT Capital Partners
Ontario Teachers’ LHC Group Drug Mart
OMERS Pension Plan
Advent
Open Health
Lightyear Capital & International
Oak HC/FT
Goldman Sachs
Aegis

CONSUMER PRODUCTS & SERVICES 30

Page | 30
TABLE OF CONTENTS

I HEALTHCARE MARKET UPDATE

II HEALTHCARE VERTICAL PERSPECTIVES

III HARRIS WILLIAMS UPDATE

IV HARRIS WILLIAMS SECTOR COVERAGE

HW Healthcare Segment Contacts
Cheairs Porter Geoff Smith
Managing Director, Co-Head of HCLS Managing Director, Co-Head of HCLS
Richmond Richmond

DEAL EXPERIENCE DEAL EXPERIENCE

▪ Behavioral ▪ Outsourced ▪ Clinical Provider ▪ Outsourced
▪ Consumer Pharma Services Services Pharma Services
Healthcare ▪ Payor Services ▪ Contract ▪ Vet Products &
▪ HCIT ▪ Pharmacy Manufacturing Services
▪ Med Products & ▪ Physical Therapy ▪ Dental
Devices ▪ Physician ▪ Dermatology
▪ Outsourced Practice Mgmt. ▪ MedSpa Services
Provider Services

James Clark Andy Dixon

Managing Director Managing Director
Richmond San Francisco
PRIMARY OTHER DEAL PRIMARY OTHER DEAL
COVERAGE EXPERIENCE COVERAGE EXPERIENCE

▪ HCIT ▪ Consumer ▪ Physical Therapy ▪ Consumer

▪ Health Plans & Healthcare Healthcare
▪ Vision
Network Services ▪ Physician
▪ Med Products &
▪ Home Health & Practice Mgmt. ▪ Women’s Health
Devices
Hospice ▪ Contract & Fertility
▪ Orthopedics Manufacturing ▪ Physician
▪ Primary Care Practice Mgmt.

Dr. Julian Feneley Paul Hepper

Managing Director Managing Director
London Richmond
PRIMARY OTHER DEAL PRIMARY OTHER DEAL
COVERAGE EXPERIENCE COVERAGE EXPERIENCE

▪ HCIT ▪ Life Sciences ▪ Clinical Lab ▪ Med Products &

Tools Services Devices
▪ Med Products &
Devices ▪ Outsourced ▪ Outsourced ▪ Physician
Pharma Services Pharma Services Practice Mgmt.
▪ Providers
▪ Pharmacy

CONSUMER PRODUCTS & SERVICES 32

Page | 32
HW Healthcare Segment Contacts (cont.)
Whit Knier Dan Linsalata
Managing Director Managing Director
Richmond Boston
PRIMARY OTHER DEAL PRIMARY OTHER DEAL
COVERAGE EXPERIENCE COVERAGE EXPERIENCE

▪ Behavioral ▪ Consumer ▪ HCIT ▪ Payor Services

Healthcare ▪ Pharma IT
▪ Clinical Provider ▪ Population
Services ▪ Contract Heath
Manufacturing Management
▪ Vet Products &
Services ▪ Payor Services ▪ Outsourced
Pharma Services

Turner Bredrup Tyler Bradshaw

Managing Director, Senior Advisor Director
Richmond Richmond
DEAL EXPERIENCE PRIMARY OTHER DEAL
COVERAGE EXPERIENCE
▪ Consumer ▪ Outsourced
Healthcare Provider Services ▪ HCIT ▪ Pharmacy
▪ HCIT ▪ Outsourced ▪ Med Products &
▪ Home Health & Pharma Services ▪ Outsourced
Devices Pharma Services
Hospice ▪ Payor Services
▪ Med Products & ▪ Pharmacy ▪ Providers
Devices ▪ Physical Therapy
▪ Vision

Stephan Doering
Andrey Dvorkin
Director
Director
Frankfurt
London
PRIMARY OTHER DEAL PRIMARY OTHER DEAL
COVERAGE EXPERIENCE COVERAGE EXPERIENCE
▪ Med Products & ▪ HCIT ▪ Outsourced ▪ MedTech
Devices ▪ Multisite Pharma Services
▪ Providers
▪ Outsourced Healthcare ▪ HCIT
Pharma Services Services ▪ Therapeutics

CONSUMER PRODUCTS & SERVICES 33

Page | 33
HW Healthcare Segment Contacts (cont.)
Nick Owens Nathan Robertson
Director Director
Richmond Richmond
PRIMARY OTHER DEAL PRIMARY OTHER DEAL
COVERAGE EXPERIENCE COVERAGE EXPERIENCE

▪ Payor Technology ▪ Primary Care ▪ Dental ▪ Mobility / DME

& Services ▪ Home Health & ▪ Gastroenterology ▪ Other Consumer
▪ Employer Health Hospice Healthcare
▪ Urology
Services ▪ Physician Services ▪ Behavioral
▪ Outsourced
Pharma Services

Taylor Will Charles Busch

Director Vice President
Richmond Richmond
PRIMARY OTHER DEAL PRIMARY OTHER DEAL
COVERAGE EXPERIENCE COVERAGE EXPERIENCE

▪ Med Products & ▪ Consumer ▪ Dermatology ▪ Other Consumer

Devices Healthcare Healthcare
▪ Orthopedics
▪ Behavioral ▪ Outsourced
Provider
▪ Home Health &
Services
Hospice

Brian Jones Michael Mahoney

Vice President Vice President
Richmond San Francisco
PRIMARY OTHER DEAL PRIMARY OTHER DEAL
COVERAGE EXPERIENCE COVERAGE EXPERIENCE

▪ Outsourced ▪ HCIT ▪ Home Health & ▪ Med Products &

Provider Hospice Devices
▪ Med Products &
Services ▪ Primary Care
Devices ▪ Multisite
Healthcare
▪ Payor Services
Services
▪ Physician
Services

CONSUMER PRODUCTS & SERVICES 34

Page | 34
HW Healthcare Segment Contacts (cont.)
Cameron Thomas Phoebe Willis
Vice President Vice President
Richmond Richmond

PRIMARY OTHER DEAL PRIMARY OTHER DEAL

COVERAGE EXPERIENCE COVERAGE EXPERIENCE

▪ Consumer ▪ Behavioral
▪ Pharmacy ▪ Behavioral
Healthcare
▪ Life Sciences &
▪ Consumer
Tools
Healthcare
▪ Med Products &
▪ Med Products &
Devices
Devices

Kevin Ferguson Dillard Watt

Business Development Manager Business Development Manager
Richmond Richmond
PRIMARY PRIMARY
COVERAGE COVERAGE

▪ Outsourced ▪ Med Products

Pharma Services & Devices

CONSUMER PRODUCTS & SERVICES 35

Page | 35
Disclosure

Harris Williams LLC is a registered broker-dealer and member of FINRA and SIPC. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered
office at 8th Floor, 20 Farringdon Street, London EC4A 4AB, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams & Co.
Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of
Frankfurt am Main, Germany, under HRB 107540. The registered address is Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany (email address:
[email protected]). Geschäftsführer/Directors: Jeffery H. Perkins, Paul Poggi. (VAT No. DE321666994). Harris Williams is a trade name under which Harris Williams LLC,
Harris Williams & Co. Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.

Investment banking services are provided by Harris Williams LLC (“Harris Williams”). Harris Williams is a registered broker‐dealer and member of FINRA and SIPC. Harris Williams & Co. Ltd
is a private limited company incorporated under English law with its registered office at 8th Floor, 20 Farringdon Street, London EC4A 4AB, UK, registered with the Registrar of Companies
for England and Wales, registration number 07078852. Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. Corporate Finance
Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is Bockenheimer Landstrasse 33‐35,
60325 Frankfurt am Main, Germany (email address: [email protected]). Geschäftsführers/Directors: Jeffery H. Perkins, Paul Poggi, VAT No. DE321666994. Harris Williams is
a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.

The information and views contained in this content have been prepared in part by Harris Williams. This content does not purport to be comprehensive or to contain all the information
that a recipient may need in order to evaluate any investment or potential transaction. This content is not a research report, as such term is defined by applicable law and regulations,
and is provided for informational purposes only. Any and all information, including estimates, projections and other forward‐looking statements, presented in this document may involve
various assumptions and significant elements of subjective judgment and analysis that may or may not be correct. Harris Williams has not independently verified, and neither Harris
Williams nor any other person will independently verify, any of the information, estimates, projections or forward‐looking statements contained herein or the assumptions on which they
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This content is intended for institutional use only and should not be relied upon by retail investors or members of the general public. The information contained herein is believed by
Harris Williams to be reliable but Harris Williams makes no representation or warranty as to the accuracy or completeness of such information, and information contained herein that is
based on material prepared by others may involve significant elements of subjective judgment and analysis which may or may not be correct. Opinions, estimates and projections
contained herein constitute Harris Williams’ judgment and are subject to change without notice.

This content is not to be construed as investment advice an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular
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No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent.

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