EX-99.C2 2 d797944dex99c2.htm EX-99.C2 EX-99.C2

Exhibit (c)(2)

 

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-Preliminary Working Draft— Project Apex Presentation to the Special Committee October 13, 2023 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Disclaimer Thispresentationhasbeenpreparedby Center view PartnersLLC(“ Center view ”)forusesolelybytheSpecialCommittee of the BoardofDirectorsof Atlas (“Atlas”orthe“Company”) inconnectionwithitsevaluationofaproposedtransactionandfornootherpurpose. The information containedherein isbaseduponinformationsuppliedbyoronbehalfofAtlasandpubliclyavailableinformation,andportionsof The information containedhereinmaybe baseduponstatements,estimatesandforecastsprovidedbyAtlas. Center view hasreliedupontheaccuracyandcompleteness of the foregoing information,andhasnotassumedanyresponsibilityforanyindependentverificationofsuchinformationorforanyindependentevaluationorappraisal ofany of the assetsorliabilities(contingentorotherwise)ofAtlasoranyotherentity,orconcerningthesolvencyorfairvalueofAtlasoranyother entity. Withrespecttofinancialforecasts, Center view hasassumedthatsuchforecastshavebeenreasonablypreparedonbasesreflectingthebest currentlyavailableestimatesandjudgments of the managementofAtlasastothefuturefinancialperformanceofAtlas,andatyourdirection Center view hasrelieduponsuchforecasts,asprovidedbyAtlas’management,withrespecttoAtlas. Center view assumesnoresponsibilityforandexpressesno viewastosuchforecastsortheassumptionsonwhichtheyarebased. The information setforthhereinisbaseduponeconomic,monetary,marketand otherconditionsasineffecton,and The information madeavailabletousasof,thedatehereof,unlessindicatedotherwiseand Center view assumesno obligationtoupdateorotherwiserevisethesematerials. Thefinancialanalysisinthispresentationiscomplexandisnotnecessarilysusceptibletoapartialanalysisorsummarydescription.Inperformingthis financialanalysis, Center view hasconsideredtheresultsofitsanalysisasawholeanddidnotnecessarilyattributeaparticularweighttoanyparticular portion of the analysisconsidered. Furthermore,selectinganyportionof Center view ’sanalysis,withoutconsideringtheanalysisasawhole,would createanincompleteview of the processunderlyingitsfinancialanalysis. Center view mayhavedeemedvariousassumptionsmoreorlessprobablethan otherassumptions,sothereferencerangesresultingfromanyparticularportion of the analysisdescribedaboveshouldnotbetakentobe Center view ’s view of the actualvalueofAtlas. Thesematerialsand The information containedhereinareconfidential,werenotpreparedwithaviewtowardpublicdisclosure,andmaynotbe disclosedpubliclyormadeavailabletothirdpartieswithoutthepriorwrittenconsentof Center view .Thesematerialsandanyotheradvice,writtenor oral,renderedby Center view areintendedsolelyforthebenefitanduse of the SpecialCommittee of the BoardofDirectorsofAtlas(initscapacityas such)initsconsideration of the proposedtransaction,andarenotforthebenefitof,anddonotconvey any right sorremediesforanyholderof securitiesofAtlasoranyotherperson. Center view willnotberesponsibleforandhasnotprovidedanytax,accounting,actuarial,legalorother specialistadvice.Thesematerialsarenotintendedtoprovidethesolebasisforevaluatingtheproposedtransaction,andthispresentationdoesnot representafairnessopinion,recommendation,valuationoropinionofanykind,andisnecessarilyincompleteandshouldbeviewedsolelyinconjunction withtheoralpresentationprovidedby Center view . 1 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Situation Overview ï,§ On October 6th, Teton submitted a Proposal (the “Proposal”) to acquire for cash all common shares that it does not currently own (~40mm)(1) for $9.00 per share –Proposal represented a 60.1% premium to the closing price as of October 6th, 2023 (close prior to Proposal) and a 67.9% premium to the closing price on October 12th, 2023 ($5.36)ï,§ For today’s meeting, we plan to discuss: A–Centerview’s near-term workplan B–Terms of Teton’s 10/6 Proposal and key aspects of the Proposal that require further clarification C–Current market and sector dynamics D–Key learnings from recent precedent situations E–Considerations for timing, process, tactics, and next steps Source:FactSet as of October 12, 2023. Note: Based on latest publicly available information. Share count not reflective of any undisclosed share repurchases since repurchase 2 program authorized on August 21, 2023. Privileged & Confidential | Prepared at the Request of Counsel (1) Includes impact of option exercise at $9 / share and RSUs.


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-Preliminary Working Draft— A Special Committee & Advisor Roadmap Special Committee “Roadmap Dashboard” Focus for Today’s Discussion Focus for Following Discussions Reach Negotiate A Agreement with Teton Evaluate Proposal with Teton Teton’s 10/6 Contextualizing Framework for and Develop Proposal Teton’s Proposal Negotiation Response Withdraws Proposal How does Teton’s How does the What are the key Proposal compare Proposal compare Becomes What are terms of to recent stock vs. potential value Unfriendly negotiation Potential to reach out the Proposal? performance and of executing on dynamics in to third parties / fundamental value? Management’s explore other strategic selected other Proposal implies standalone plan? transactions based on transactions? strategic dynamics ~9x ‘23E EBITDA vs. current ~7x What are Atlas’ What are the items practical set of Reach to clarify with alternatives (e.g., Reach out to Agreement Teton? How will the public market react to the strategic / sponsor Third Parties with Third upcoming earnings release? Could earnings interest, partner Party impact negotiations? joins Teton)? No Agreement What is the current What other factors What are the key What are the key with Third market macro and should be taken into process, timing and economic and non- Parties industry context? tactical economic Terms of consideration? considerations? Proposal? Reach Explore Other Agreement Key underlying analysis to inform next steps Strategic with Strategic Transactions Assessment of Management Outlook What are next No Agreement steps? Learnings from diligence Key drivers of outlook with Strategic Potential risks / opportunities Theoretical value of outlook 3 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— A Special Committee & Advisor Roadmap Initial Data Request List On October 12th, Centerview provided Management with its initial diligence request list (below); over the coming days, Centerview to work closely with Management in order to review and develop deep understanding of Management’s Long-Term Plan and current business outlook Centerview Initial Diligence Request List ï,§ Recent board presentations on Atlas’ strategy and performance ï,§ Latest long-term strategic plan (including income statement, cash flow statement and balance sheet), key assumptions and supporting materials – To hold discussion with Management regarding basis of preparation, key assumptions underlying forecast, upside / downside levers, near-term catalysts, and organic / inorganic growth plans ï,§ Any relevant materials or data on key performance indicators (“KPIs”) that Management uses to gauge the health and performance of the businessï,§ Latest ‘23 budget and Atlas tracking year-to-date for ‘23 vs. budget, in addition to ‘24 budgetï,§ Latest equity and debt capitalization, including details on any recent share repurchases ï,§ Any other off-the-shelf industry reports, work performed by consultants, company presentations or data that would be helpful for us to understand current industry dynamics ï,§ Investor feedback received over past several months, including post-CEO transition 4 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— B Proposal Terms & Key Questions Overview of Teton’s 10/6 Proposal ï,§ Proposal to acquire all outstanding common shares not owned by Teton (~40mm(1))ï,§ Purchase price of $9.00 per share in cash (~$364mm total equity consideration) Headline – Represents a 60.1% premium to the closing price as of October 6th, 2023 (close prior Price to Proposal) and a 67.9% premium to the closing price on October 12th, 2023 ($5.36) – Implied equity value of ~$1.2bn (1) – Implied enterprise value of ~$2.4bn (1) – Represents ~9.0x ‘23E EBITDA and ~8.5x ‘24E EBITDA(2) ï,§ Represents a 60.1% premium to closing price on Oct. 6, 2023 (close prior to Proposal) Teton’s ï,§ Opportunity to de-risk public shareholder investment via liquidity and value certainty Stated Rationaleï,§ Allows Management to focus on serving customers without the burdens and the distraction that come from operating as a public company ï,§ Will not proceed with the proposed transaction unless a Special Committee of “disinterested and independent Board members with full authority” to consider the Proposal is formed Process ï,§ Able to finalize diligence and negotiate definitive documentation in conjunction with Q3 Considerations earnings release (early November)ï,§ Not expressly conditioned on obtaining majority of the minority approvalï,§ Letter did not reference shares Teton currently ownsï,§ Proposal would not be subject to a financing condition Source:FactSet as of October 12, 2023. Note: Based on latest publicly available information. Share count not reflective of any undisclosed share repurchases since repurchase program authorized on August 21, 2023. 5 (1) Includesimpact of option exercise at $9 / share and RSUs. Privileged & Confidential | Prepared at the Request of Counsel (2) Multiples based on consensus estimates.


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-Preliminary Working Draft— B Proposal Terms & Key Questions Key Aspects Of Teton’s 10/6 Proposal To Clarify ï,§ Is Teton a “seller” at or around the Proposal price of $9 per share? ï,§ What are the boundaries within which Teton could be a seller of all or part of Transaction their shares? Structure – What are their current thoughts around a partnership type transaction?ï,§ Given Teton’s role, how does Teton envision a potential shareholder vote being structured? ï,§ How will Teton finance the transaction? Note: letter explicitly states no Financing financing contingencyï,§ Are there other contingencies subsumed within their Proposal? ï,§ How does Teton envision diligence process given existing knowledge of the business? Processï,§ How will Teton minimize interruption to Management as part of diligence process?  ï,§ What approvals are required? 6 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— C Current Market & Sector Dynamics Macro Indicators Mixed Amid Complex Economic Backdrop U.S. 10-Year Treasury Yield M&A Volume ($tn) IPO Volume ($bn) 6.0% $5.9 4.7% $460 5.0% 4.0% $4.0 $3.6 $3.8 $271 3.0% 2.7% $208 $184 2.0% $1.3 $101 H1’22 Q3’22 1.0% $2.2 $148 0.0% Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 2019 2020 2021 2022 H1’23 2019 2020 2021 2022 YTD’23 U.S. Inflation Rate ’24E Real GDP Growth by Geography (YoY Change in CPI) 4.7% 4.5% 8.7% 8.0% 8.3% 7.1% Economic Forecast 5.8% 4.0% 3.5% 3.3% 1.5% 2.9% 2.8% 1.4% 2.6% 2.4% 2.4% 0.8% 0.8% United States Eurozone China Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 ‘25 2022 2023 2024 Current Outlook 1 Year Ago Outlook 7 Source:Bloomberg, FactSet, World Bank, FederalReserve Economic Data, and Wall street research as of October 2023. (1) Rate expectations based on FOMC Economic Projections for US and ECB Survey of Professional Forecasters for EU. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— C Current Market & Sector Dynamics Healthcare Services Performance in Context Key challenges facing Healthcare Services sector include labor / wage inflation, slowing demand, reimbursement pressure and need for capital for higher-growth models S&P Sector HC Services Sub-Sector Last-12-Mos. Performance Last-12-Mos. Performance Key Trends in Healthcare Services Entertainment 52% Distributors 30% Payors looking to develop “next generation” managed care models through vertical consolidation Technology 47% CROs 21% S&P 500 22% Increased activity in advanced primary care as players Industrial 21% Hospitals 18% see growth in funding and demographic tailwinds Materials 15% Home Health 11% Transportation 14% Big Tech players expanding healthcare capabilities with Pharma 10% Clinical Labs 11% varying device, services and provider strategies Energy 10% Specialty Providers 10% Uptick in medical utilization pressuring insurers given Financial 9% MCOs 1% elevated outpatient volumes Real Estate 2% (5%) HCIT Ongoing cost pressures across provider universe, Retail 1% particularly in acute care (2%) Consumer (9%) Long-Term Care (5%) Utilities Hospital / Phys Regulatory scrutiny and pressure as it relates to (18%) reimbursement driving increased focus on profitability Outsourcing (9%) HC Services Provider / Provider (13%) Biotech (22%) Enablement Expanded use cases for generative AI; interoperability and monetization of data Outperform S&P Underperform S&P 8 Source: Company filings and FactSet as of October 12, 2023 Note: Reflects simple sector averages. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— C Sponsor Conditions Remain Challenged; However, Reemergence B of Scale LBOs since Spring 2023 Private Equity M&A Volume ($bn) 2023 Top 10 Largest Take-Privates $1,288 TEV $1,018 Date Target / Acquiror(s) ($bn) $765 $690 $418 (1) Jul-23 / $18.5 H1’22: $671 2019 2020 2021 2022 H1’23 Mar-23 / $12.5 U.S. Leveraged Loans Volume ($bn) Mar-23 / $8.1 $800 May-23 / $7.1 $490 $443 $395 $152 Jul-23 / $7.1 H1’22: $298 2019 2020 2021 2022 H1’23 May-23 / $5.2 Cost of Debt Elevated vs. Recent Historical Levels Mar-23 / $4.6 14% B Index BB Index BBB Index 12% Aug-23 / $2.9 10% 8.3% 9.2% 6.2% 8% 7.6%  4.7 6%% 6.4% Jan-23 / $2.6 4% 2% Sep-23 / $2.0 0% Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 Healthcare Source:Public filings, Bloomberg, CapitalIQ, FactSet, World Bank and FederalReserve Economic Data as of October 2023. 9 (1) Reflects total enterprise value including $1bn of contingent consideration. Net proceeds to FIS of $11.7bn from sale of 55% equity stake. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— D Key Learnings from Recent Precedents Case Study: TPG Acquisition of Convey Health Transaction Background Key Process Considerations for Special Committee ï,§ In 2019, TPG acquired Convey Health from ï,§ Negotiations focused on three main areas: Price, Process, and Certainty New Mountain Capital for ~$700mmï,§ TPG was 13-G filer rather than 13-D; afforded them ability not to ï,§ On June 15, 2021, Convey went public at $14 disclose offer letters per share withï,§ In the initial offer: TPG noted (a) they were not a willing seller and (b) – TPG maintained majority stake TPG’s acquisition would be conditioned on only the approval of the ~75% ownership Special Committee, i.e., TPG was unwilling to allow a majority of the ï,§ On June 21, 2022 TPG acquired all outstanding minority shareholder vote shares of Convey common stock for $10.50, – As a result, based on Delaware case law related to controlling representing an enterprise value of ~$1.1bn and shareholder “squeeze out” transactions (referred to as MFW), the ~13.3x EV / 2022 Adj. EBITDA transaction was subject to review under “entire fairness” standard – 143% premium to the 1-day prior rather than traditional “business judgement” standard – 99% premium to the 30-day VWAPï,§ TPG financed the acquisition of the outstanding shares entirely with – TPG’s offer increased from $9.00 per new debt share over course of negotiations with – Required sound debt commitment papers given no equity backstop Special Committee (initial premium of 66%) – Negotiation of reverse termination fee became important point to – From initial offer through negotiations, offset risks associated with closing the transaction Convey’s share price traded down from $5.43 to $4.32 Transaction ~75% 2 +17% 47 Summary Days between initial Equity Owned # Bumps Total Bump Offer & Signing 10 Source: Public filings and Preliminary Information Statement (Schedule 14C), dated July 25, 2022 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— E Next Steps Initial Perspectives on Next Steps ï,§ Request Special Committee to authorize Centerview and Weil to engage with Teton and Teton’s Counsel to clarify aspects of its Proposal ï,§ Centerview to follow up with Management to discuss the updated outlook and continue our assessment ï,§ Post-initial diligence, Centerview to present preliminary assessment of the outlook to the Special Committee ï,§ Review range of other alternatives with Special Committee ï,§ Develop and align on response to Teton 11 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Appendix 12 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Atlas’ Current Capitalization At $9 / Share Purchase Price Based on publicly available information; key next step to align on current capitalization based on Management review post repurchase authorization Shareholder Shares (mm) % Ownership $ Ownership ($mm) Teton 98.2 70.8% $884 Insiders 2.8 2.0% $25 Institutional / Other Shareholders Blackrock Fund Advisors 4.8 3.4% $43 JPM Investment Mgmt. 4.7 3.4% 42 Vanguard 3.6 2.6% 33 Janus Henderson 3.6 2.6% 33 T. Rowe Price 3.2 2.3% 29 Calvert 3.1 2.3% 28 Weatherbie 2.7 1.9% 24 Thrivent 2.5 1.8% 23 All Other 5.7 4.1% 52 Free Float 34.0 24.6% $306 RSUs / Options Exercised 3.5 2.6% 32 Total Diluted Shares Outstanding 138.6 100.0% $1,247 Source:Public filings andFactSetas of October 12, 2023. 13 Note: Share counts in millions. Based on latest publicly available information. Share count not reflective of any undisclosed Privileged & Confidential | Prepared at the Request of Counsel share repurchases since repurchase program authorized on August 21, 2023.


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-Preliminary Working Draft— Atlas’ Share Price Performance Share Price PerformanceSince IPO $30 Atlas S&P 500(1) $25 D C $20 B E F G H J K L $15 I +4% $14.00 A $10 M $5.36 $5 (62%) (67%) (vs. IPO price) (vs. Day 1 close) – Apr-21 Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 Public Market Events Aï,§ 23-Apr-21: Pricing of IPO at $14.00 per Eï,§ 8-Mar-22: Reported Q4 ’21 Earnings Jï,§ 7-Mar-23: Reported Q4 ’22 Earnings share (closed day 1 at $16.40) Fï,§ 10-May-22: Reported Q1 ’22 Earnings Kï,§ 9-May-23: Reported Q1 ’23 Earnings Bï,§ 12-Aug-21: Reported Q2 ’21 Earnings Gï,§ 9-Aug-22: Reported Q2 ’22 Earnings Lï,§ 8-Aug-23: Reported Q2 ’23 Earnings Cï,§ 14-Sep-21: Announced Sizewise Rentals Hï,§ 10-Nov-22: Reported Q3 ’22 Earningsï,§ 2-Oct-23: Tom Leonard returns as CEO acquisition M following departure of Tom Boehning Dï,§ 9-Nov-21: Reported Q3 ’21 Earnings Iï,§ 9-Jan-23: Tom Boehning announced CEO Earnings Other Corp. Event Source:Company filings and Factset as of October 12, 2023. 14 (1) S&P 500 indexed to Atlas share price. Privileged & Confidential | Prepared at the Request of Counsel