EX-99.(C)(9)

EX-99.(C)(9) 17 d946494dex99c9.htm EX-99.(C)(9) EX-99.(C)(9)

Exhibit (c)(9) Project Blazing Star Discussion Materials February 2025 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission.

-- Highly Confidential -- Background on the ASVN § Saturn has proposed, in addition to a cash offer, an Asset Sale Value Note (“ASVN”) for any proceeds from sales of the VMD assets (legacy Village, CityMD, and Summit) – Sale proceeds, starting at the first dollar, to be split 70% to Blazing Star shareholders and 30% to Saturn – Total proceeds available to Blazing Star shareholders to share in is currently capped at $3.3bn (which is the current value of Blazing Star’s debt note) § Management has provided a 3-Year Plan (FY’25-’27) which shows the operational turnaround from $24mm EBITDA in FY’24 to $205mm in FY’27 § Management has also provided an upside case that results in EBITDA expanding to $365mm in FY’27 § To assess preliminary valuation of the ASVN, we consider: – 2027 monetization at multiples informed by precedent transactions and current public peer trading multiples, discounted back to today – Discounted Cash Flow at the time of sale – These implied values are discounted for the proposed 70% ownership split, as well as a haircut for risk, structure and illiquidity 1

Appendix and Supporting Analysis

[***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. -- Highly Confidential -- Selected Public Provider Trading Metrics Comparable Company Metrics (5) EV / '25E Enterprise '25E EBITDA '25E UFCF '24 - '26E CAGR Company EBITDA Value ($bn) Margin Conversion Revenue EBITDA LifeStance 27.7x $3.5 9% 59% +13% +24% Privia 25.8x 2.7 6% 86% +11% +20% Innovage 13.5x 0.5 4% 98% +11% +65% Providers Evolent 11.4x 1.9 7% 80% +2% +10% Teladoc 8.8x 2.8 13% 69% +0% +3% (1) Astrana 8.2x 2.5 8% 31% +15% +17% Providers Median 12.5x 7% 74% +11% +18% U.S. Physical Therapy 16.5x $1.5 13% 86% +8% +11% Option Care 13.3x 6.0 9% 71% +7% +6% Aveanna 12.9x 2.4 9% 67% +5% +7% (2) Addus 12.8x 2.3 12% 75% +4% +7% (3) Multi-Site BrightSpring 11.2x 6.1 5% 65% +15% +19% Encompass 11.1x 13.2 20% 54% +9% +8% Providers Concentra 10.5x 4.3 20% 81% +6% +9% (4) Surgery Partners 10.2x 5.8 17% 61% +9% +12% Enhabit 9.2x 0.9 10% 85% +4% +4% Multi-Site Providers Median 11.2x 12% 71% +7% +8% Total Peer 25th Percentile 10.3x 7% 63% +5% +7% Total Peer Median 11.4x 9% 71% +8% +10% Total Peer 75th Percentile 13.4x 13% 83% +11% +18% [***] Source: FactSet and company filings as of February 10, 2025. Note: Dollars in billions unless otherwise stated. Reflects Calendar Year consensus estimates. Peers ordered by EV / ’25E EBITDA multiple. (1) Astrana figures are pro forma for announced acquisition of Prospect Health System. (2) Addus figures are pro forma for acquisition of Gentiva’s personal care 9 business. (3) BrightSpring figures are pro forma for announced divestiture of Community Living business. (4) Surgery Partners figures exclude NCI. As of [***] unaffected date, January 27, 2025. (5) UFCF calculated as consensus FCF plus after-tax consensus interest expense; assumes 21% tax rate.

-- Highly Confidential -- WACC Selected Public Companies Illustrative WACC Calculation 2Y Beta Market Debt-to Cost of Equity (1) (2) Company Cap ($bn) Debt ($bn) Equity Levered Unlevered (3) 4.8% Risk-Free Rate OptionCare 0.97 0.84 $5.3 $1.1 21% Lifestance 0.93 0.86 3.3 0.3 9% Unlevered Beta 0.83 Privia 0.99 0.99 3.1 – 0% Target Debt / Equity 35% Surgery Partners 1.85 1.03 2.7 2.5 92% Levered Beta 1.05 Teladoc 1.32 0.82 2.5 1.6 61% (4) 7.3% Equity Risk Premium Addus 0.83 0.74 2.1 0.4 16% (5) 1.2% Size Premium Astrana Health 1.20 0.83 1.9 1.2 64% US Physical Therapy 0.95 0.88 1.3 0.1 11% Cost of Equity 13.7% Evolent Health 0.44 0.29 1.2 0.6 52% Cost of Debt Aveanna 1.66 0.72 1.0 1.5 149% (6) InnovAge 1.31 1.12 0.5 0.1 16% 7.0% Pre-Tax Cost of Debt Enhabit 0.90 0.47 0.4 0.5 121% (7) 22.6% Tax Rate Total Median 0.98 0.83 37% After-Tax Cost of Debt 5.4% (9) Reference (8) BrightSpring 0.99 0.64 $4.1 $2.1 50% 11.5% WACC Concentra 0.50 0.36 2.9 1.5 52% Debt / Debt / Pre-Tax Unlevered Beta Equity Cap. Cost of Debt 0.730 0.830 0.930 WACC Sensitivity at Various Unlevered 20.0% 16.7% 7.0% 11.0% 11.7% 12.4% Beta and Capital 35.0% 25.9% 7.0% 10.8% 11.5% 12.2% Structures 50.0% 33.3% 7.0% 10.7% 11.4% 12.1% Source: Public filings, Bloomberg and FactSet as of February 10, 2025. Note: Peers ordered by market cap. Debt figures exclude operating lease liabilities. Astrana Health adjusted for Prospect Health acquisition, Addus for Gentiva’s personal care acquisition and BrightSpring for divestiture of Personal Care business. Surgery Partners market cap as of unaffected date, January 27, 2025. (1) For each company, reflects adj. weekly beta relative to local benchmark based on the last 2 years. (2) Unlevered beta equals Levered Beta / (1+ (1 – Tax Rate) * (Debt / Equity)). (3) Reflects 20-year U.S. Treasury rate. (4) Reflects long-horizon historical expected equity risk premium per Duff & Phelps 2024. (5) Represents size premium associated with companies with market cap between $1.4bn and $2.5bn, per 2024 Duff & Phelps. (6) Reflects ICE BofA US High Yield 12 Index Effective Yield. (7) Assumes 22.6% long-term tax rate based on Blazing Star FY’27 effective tax rate in 3-year plan. (8) WACC equals ((Debt / Capitalization) * (Cost of Debt * (1 – Tax Rate))) + (Equity / Capitalization) * Cost of Equity. (9) Do not have two years of data due to recent IPOs.