EX-99.(C)(XIV) 13 d837347dex99cxiv.htm EX-99.(C)(XIV) EX-99.(c)(xiv)

– Highly Preliminary and Confidential – Exhibit (c)(xiv) Strategic Overview Materials


– Highly Preliminary and Confidential – Illustrative Strategic Alternatives ▪ TowerBrook is considering the universe of future potential exit opportunities for its stake in R1 should the Project Raven take-private close ▪ Management’s forecast and TowerBrook’s underwriting cases both suggest R1 could be generating ~$1.2bn in EBITDA annually by 2029E – At this size, there will exist a limited number of potential strategics and sponsors that could acquire the company ▪ The following considers four potential alternative paths to an exit of the TCP-ASC stake in the company: 1 Sale to Strategic: Outright sale of 100% or majority of R1 to a strategic buyer 2 Sale to Sponsor: New sponsor acquires either TCP-ASC stake or 100% of company 3 Merge & Exit: New sponsor acquires either TCP-ASC stake or 100% of company while merging it with an existing portfolio asset For Reference 4 Re-IPO: Take the company public again with new, larger EBITDA base in 2029 1


– Highly Preliminary and Confidential – Illustrative Strategic Alternatives (Cont’d) For Reference 1 Sale to Strategic 2 Sale to Sponsor 3 Merge & Exit 4 Re-IPO ▪ Simplest execution▪ Strategic fit in sponsor ▪ Enhanced synergy ▪ Mitigates size concerns portfolios broad and clear opportunity ▪ Strong synergy opportunity ▪ Liquidity opportunity leading to premium valuation▪ Reduced equity check if only ▪ PF scale strategically (potentially limited) TCP-ASC stake sold attractive ▪ Clear PF scale advantage over peers▪ Company maintains operational independence ▪ $10bn –$15bn+ size limits ▪ Large check size limits buyers ▪ Large equity check still ▪ Potentially leaves TCP-ASC universe of buyers to largest funds required (potentially with large position mitigated if NMC rolled) ▪ Health system / customer ▪ Synergies likely lower than ▪ Incremental public company concerns with certain strategic acquiror▪ Complex execution with expenses strategic concentration (e.g., multiple parties UHG) ▪ Implications to customers critical in partner selection $3,350bn $206bn Warburg, Berkshire Partners $490bn N/A $51bn Thoma Bravo (1) $68bn Clearlake $33bn (Public) 2 Source: FactSet as of June 28, 2024. (1) Assumes HIS management’s strategic focus shifts to inorganic expansion post-RMT. Selected Potential Partners Considerations Benefits