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BEHAVIORAL HEALTH NEEDS PROJECTED TO INCREASE FOLLOWING QUARANTINES, PANDEMIC UNCERTAINY - BEHAVIORAL HEALTHCARE SERVICES INDUSTRY UPDATE | ...
BEHAVIORAL HEALTH NEEDS PROJECTED TO INCREASE
FOLLOWING QUARANTINES, PANDEMIC UNCERTAINY
BEHAVIORAL HEALTHCARE SERVICES INDUSTRY UPDATE | FEBRUARY 2021

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BEHAVIORAL HEALTHCARE SERVICES
                        Needs Projected to Increase Following Pandemic

TABLE OF CONTENTS                   INDUSTRY OUTLOOK

 Industry Outlook                  The Behavioral Healthcare Services industry continued to attract strong buyer
 M&A Overview                      interest despite economic headwinds and the global impacts of COVID-19
                                    quarantines, as projected in our Q1 2020 report. Merger and acquisition
 Private Equity Activity           (M&A) activity in 2020 moderately outpaced 2019, with 111 announced or
 Q&A with Cognitive Capital        closed transactions. This compares to a 16% decline in deal volume across the
 Notable Transactions              entire middle market, displaying the voracity of the Behavioral Healthcare
                                    Services industry in economic downturns.
 Capstone Deal Highlight
 Select Transactions               The industry is expected to see strong growth in 2021, as COVID-19 has
 Public Company Data               proved not only a physical health crisis, but a behavioral and mental health
                                    crisis as well due to prolonged lockdowns, job losses, and social isolation. In
 Report Contributors               June, 41% of U.S. adults reported that they were struggling with substance use
 Firm Track Record                 disorders or mental health issues and 11% reported seriously considering
                                    suicide, according to the Centers for Disease Control and Prevention (CDC).1
                                    Additionally, the virus itself has recently been linked to mental illness. Within
                                    six months of testing positive, one in eight COVID-19 patients were diagnosed
                                    with their first psychiatric or neurological illness, according to a new study by
                                    Oxford University.2 If accurate, this finding would dramatically increase the
                                    number of individuals in need of behavioral health services on a global scale.

                                    In addition to adults, youth and children have faced unique health challenges.
                                    Stay-in-place orders and remote learning environments have caused increased
                                    anxiety and depression. While visits to emergency departments (EDs) were
                                    down overall from April through October 2020, mental health-related visits to
                                    pediatric emergency departments increased 24% year-over-year (YOY) for
                                    children aged five to 11 and 31% for those aged 12-17, as report by the CDC.3

CONTACT                                                            M&A for Behavioral Healthcare Services Remains Steady

                                                             250
                                    Number of Transactions

                                                             200
                                                                   149          146
                                                             150
                                                                                                                                   111
                                                                                                 97              103
                                                             100
Mark Surowiak
Director                                                     50
215-854-4063
msurowiak@capstoneheadwaters.com
                                                              0
                                                                   2016        2017            2018              2019             2020

                                                                                 Source: Capital IQ, PitchBook, FactSet, and Capstone Research

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Behavioral Healthcare Services | February 2021

INDUSTRY OUTLOOK (CONTINUED)

The impacts of this era have yet to fully unfold, as many
cases of mental health illness, trauma, and abuse will go
uncharted during the lockdown environment while
children remain largely unobserved by individuals within
                                                                   “    As President, I’ll use the bully pulpit of the
                                                                        White House to eliminate the stigma around
                                                                        mental health….I also will build on the progress
the school system (which is the primary source of                       made through the 21st Century Cures Act to
reporting). The importance of focusing on the behavioral                promote the integration of behavioral health
health needs of adolescents is further discussed in our                 in pediatric primary care, including increased
interview with Dave Bornhoeft, Partner at Cognitive                     funding for mental health telehealth programs.
Capital Partners (see page six).                                        One in five children in the U.S. experience mental
                                                                        health problems. Yet, the current school
Legislation at the federal, state, and local levels has been            psychologist to student ratio in this country is
scrutinized and modified to support behavioral healthcare               roughly 1,400 to one, while experts say it should
treatment in this unique environment. This has included                 be at most 700 to one.
$425 million in appropriation to the Substance Abuse and
Mental Health Services Administration (SAMHSA) through
the Coronavirus Aid, Relief, and Economic Security
(CARES) Act.4 Of which, $250 million went to new funding
                                                                                                  ”                   - President Joe Biden
                                                                                         Mental Health For U.S. interview prior to election6

for Certified Community Behavioral Health Clinic (CCBHC)         Telehealth visits have become more widely adopted
Expansion grants. Most recently in January, President            during the socially distant and remote period of the
Biden outlined plans to expand access to behavioral              pandemic, in part due to the many temporary regulatory
healthcare services in his $1.9 trillion-dollar American         changes to telehealth services under the CARES Act.
Rescue Plan package.5 In the bill, the president calls on        These included allowing telehealth visits on common
Congress to appropriate a sizeable $4 billion to support         technology platforms like FaceTime and Skype and
SAMHSA and the Health Resources and Services                     ensuring Medicare reimbursement for audio-only
Administration in expanding the vital services needed.           behavioral healthcare visits. While not an option for many
Biden has demonstrated historic support for improving            treatment needs, telehealth for outpatient care is
behavioral healthcare, with emphasis on veteran mental           expected to become a more mainstream delivery model in
health, the opioid epidemic, creating insurance parity, and      the long term with many of the temporary changes
increasing Title I school funding to ensure that students        accelerating its widespread adoption. Notably, Capstone's
can access needed mental health professionals. These             Behavioral Healthcare Services clients have increasingly
and other legislative efforts show the prioritization to         utilized telehealth offerings to drive access and efficiency
destigmatize the industry and augment its importance as          for both patients and providers, a trend that is expected
an integrated part of coordinated healthcare.                    to continue going forward.

                      Key Value Drivers for Behavioral Healthcare Services Providers

       Regulatory Compliance                                           Verified Patient Outcomes
       Ongoing compliance with the range of federal and                Proven track record of a commitment to successful
       state laws, such as competition of a certificate-of-            patient outcomes demonstrated by an evidence-
       need (CON) program to allow expansion.                          based approach and high quality of care.

       Proximity to Attractive Markets                                 Economies of Scale
       Convenient locations for patients and a presence                Expanding services to a larger customer base to
       in high demand states such as California, Florida,              reduce fixed costs per patient and to achieve
       Massachusetts, New York, and Texas.                             critical mass for greater payor negotiating power.

       Highly Skilled Workforce                                        Multi-site Locations
       Recruitment and retainment of valued professionals              Having multiple treatment locations strengthens the
       with a strong reputation and relationships with                 providers ability to gain critical mass, drive higher
       upstream facilities that fosters new patient referrals.         reimbursements, and create a more efficient model.
                                                                                                   Source: IBISWorld and Capstone Research

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Behavioral Healthcare Services | February 2021

MERGER & ACQUISTION OVERVIEW

M&A activity in the Behavioral Healthcare Services                                                    Transaction Volume Surges in Q4
industry moderately increased in 2020, with 111                                                                          2019       2020
transactions compared to 103 in 2019. Notably, while                                    60
other industries experienced a steep pandemic-driven
drop-off in deal activity during Q2, the Behavioral                                     50

                                                               Number of Transactions
Healthcare Services industry remained relatively stable.                                                                                                       41
Deal activity saw a YOY increase of 32% in Q4 2020 from                                 40
Q4 2019 and has remained strong into Q1 2021.                                                                                                            31
                                                                                        30                          29
                                                                                                                                      25 26
                                                                                                      22                  22
The industry is abundant in acquisition opportunities and                               20     18
continues to heavily consolidate as small regional
companies utilize M&A to stimulate inorganic growth.                                    10
Key consolidation benefits for strategic buyers include
increased negotiation power, greater patient access,                                     0
reduced regulatory costs, expanded geographic presence,                                          Q1                   Q2                 Q3                 Q4
new services, and an elimination of redundancies to drive
improved efficiency and gross margins. In 2020, private
strategics accounted for 40.5% of deal activity, as many
behavioral healthcare services providers remained open as                                                     2020 Buyer Breakdown
essential businesses during lockdowns.

Of the subsegments, Autism Services saw strong M&A
activity as evidenced by Blue Sprig Pediatrics’ acquisition                              STRATEGIC                                         9.0%
of Autism Therapy Services, Aptitude Habilitation Services,                                 Public
and Florida Autism Center. Demand for autism services                                       Private
providers has remained high due to the rising prevalence                                                              40.5%
of Autism Spectrum Disorder, which is currently one in 54                                FINANCIAL
children, according to the CDC.7         Many of these                                      Platform                                                40.5%
acquisitions have allowed providers to expand their                                         Add-on
services beyond mental health professionals and clinicians,
to include autism therapy and training. Two recent                                                                                9.9%
examples of this are Caravel Autism Health’s acquisition of
Behavior Therapy Solutions (December, not disclosed) and
The Family Treatment Network acquisition of Catalyst
Behavioral Solutions (see page eight).
                                                                                                           Source: Capital IQ, PitchBook, FactSet, and Capstone Research

                 Mark Surowiak, Director
                 “The prevalence of mental, behavioral, and addiction disorders in the United States are
                 staggering. It is estimated that nearly 20% of the U.S. adult population, or 44 million people,
                 suffer from mental illness annually. At the same time, 56% do not receive treatment.

                 Due to the COVID-19 pandemic, these conditions have only been exacerbated as individuals and
                 families have suffered from even greater amounts of stress, anxiety, isolation. As a result, mental
                 and behavioral health communities have continued to see heightened demand and are
                 anticipating a tsunami of need with long-term implications.”

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Behavioral Healthcare Services | February 2021

PRIVATE EQUITY ACTIVITY

In line with prior years, private equity (PE) buyers
remained highly acquisitive and accounted for almost half                          What’s Attracting PE to the Industry?
of all deal activity in 2020. PE firms continued to utilize
buy-and-build strategies to deploy capital into the                         • Mission-driven sector with a high degree
recession-resilient industry to grow platform investments                     of employee loyalty and commitment to
and safeguard return on investment. PE firms making                           achieve successful patient outcomes.
add-on acquisitions accounted for 40.5% of Behavioral
Healthcare Services M&A activity in 2020 while platform                     • Fragmented space where value can be
acquisitions accounted for 9.9%. Several of the most                          realized through consolidation, development
active buyers in the space are outlined below including                       of executive-level management, and creating
their 2020 add-on acquisitions and rationale. Notably,                        more efficient/cost effective delivery models.
Capstone’s 2020 conversations with our caucus of PE
firms have demonstrated strong interest in the space.                       • Growing recognition of behavioral health as
Across all industries and subsectors, the Behavioral                          a fundamental health issue which has driven
Healthcare Services industry was the fourth most                              more care and improved reimbursement.
preferred investment opportunity identified by PE groups.
                                                                                                                          Source: Capstone Research

                                    Select Private Equity Platform and Add-on Activity

   Private Equity          Platform
                                                 2020 Add-On Acquisitions                 Description / Investment Rationale
      Sponsor             Investment
                                                                               •    Webster Equity Partners acquired BayMark Health
                                                                                    Services in 2015 and the platform company has since
                                                                                    gone on to complete more than 15 acquisitions. Its
                                                                                    2020 acquisitions helped to expand the healthcare
                                                                                    company’s reach across the United States.
                                                                               •    Audax Management Company acquired Proud
                                                                                    Moments Licensed Behavior Analysts in 2019.
                                                                                    Proud Moments currently has 11 locations
                                                                                    nationwide. Its 2020 transactions will expand Proud
                                                                                    Moments’ presence in New York and Tennessee.

                                                                               •    Blue Sprig, backed by Kohlberg Kravis Roberts
                                                                                    (NYSE:KKR) since 2017, is the largest autism service
                                                                                    provider in Texas. Its 2020 transactions will enhance
                                                                                    Blue Sprig’s scale and strategic position.

                                                                               •     The Vistria Group acquired Behavioral Health Group
                                                                                    in 2018. Through its 2020 acquisitions, Behavioral
                                                                                    Health Group will be able to provide its opioid
                                                                                    treatment and recovery services to communities in
                                                                                    Alabama, Rhode Island, and Tennessee.
                                                                               •    Linden acquired Pinnacle Treatment Centers in 2016.
                                                                                    The recent acquisition of HealthQwest provides
                                                                                    Pinnacle with five outpatient centers in Georgia.
                                                                                    While the Aegis acquisition expands Pinnacle’s
                                                                                    presence into California.

                                                                               •    MBF Healthcare partners acquired Acorn Health in
                                                                                    2018. Through its 2020 transactions, Acorn has
                                                                                    expanded its presence with locations in Michigan,
                                                                                    Maryland, Pennsylvania, and Tennessee.

                                                                                                Source: Company press releases and Capstone Research

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Behavioral Healthcare Services | February 2021

Q&A WITH COGNITIVE CAPITAL

                                   Capstone spoke with Dave Bornhoeft, Partner at Cognitive Capital Partners,
                                   LLC, to discuss what the firm looks for in Behavioral Healthcare Services
                                   company investments and to learn how COVID-19 has impacted the Healthcare
                                   industry. Cognitive Capital is a Chicago-based private equity investment firm
                                   that seeks investment opportunities in the Technical & Business Services,
                                   Manufacturing & Industrial Products and Services, and the Healthcare &
                                   Wellness sectors. The firm typically seeks companies with $10-$150 million in
                                   revenue and $3-$20 million in EBITDA.

Tell us about Cognitive Capital, what differentiates the       What are your key investment criteria for Behavioral
firm? We're a Chicago-based fund that historically was         Healthcare companies? This is a sector where we
focused on Business and Technical Services and                 believe we can make a real difference. While behavioral
Manufacturing and Industrials. I joined about a month          health is a very broad and fragmented industry, Cognitive
ago to launch a new Healthcare vertical and also expand        is specifically targeting mental health where we believe
our focus in business services.                                we can have the greatest impact. Today as many as one
                                                               in five Americans experiences mental illness each year and
We differentiate ourselves two ways. First, we have a          as many as 60% of cases are left untreated.
unique fund structure with a large family as our primary
LP [limited partner]. This provides us with a large,           Our investment thesis is to build a leading provider of
committed pool of patient capital and the flexibility to       adolescent mental health focused on a comprehensive
invest along timeframes driven by the goals and needs of       continuum of inpatient and outpatient care.    We are
our companies and management teams instead of                  focused on adolescents because that is where mental
artificial hold periods. In healthcare, this flexibility       health issues often start - over 50% of mental illness
allows us to focus on putting patients first, improving        begins by age 14 and 75 percent by age 24. We hope
outcomes and quality of care, providing better access          to positively impact many young lives by identifying
to healthcare, and driving costs out of the healthcare         and treating these issues early.
system. We find if you do those things right, you will
build great businesses and the returns will come.
                                                               We're actively looking for a platform company and
                                                               management team with a focus on outcomes and a
The second differentiator is that our senior partners have
                                                               strong track record of providing great care in adolescent
a blend of private equity and operating experience. Prior
                                                               behavioral health. The idea is to find a company with
to joining Cognitive, I managed several businesses for
                                                               exceptional care providers, a sterling reputation, and an
Baxter Healthcare including the pharmaceutical business
                                                               outcomes-focused culture where providers enjoy working.
and previously anesthesia and critical care. My partners
                                                               We will look to maintain the strong culture and expand
have led and grown middle market businesses and also
                                                               both through organic development and acquisition. We
have Fortune 500 experience. We find that this helps us
                                                               are open to starting with either inpatient or outpatient
relate to entrepreneurs and management teams and
                                                               services, but would look to expand to a more holistic
positions us to help them solve problems post-close.
                                                               approach by adding complementary services to cover the
We've been in their shoes before. We're not critically
                                                               entire continuum of care. Given the intertwined nature of
looking over their shoulders or trying to run their
                                                               behavioral health, substance abuse will also be a part of
businesses. We're partners and sounding boards to help
                                                               the continuum, but it is not our core focus.
make our teams and ultimately the underlying businesses
more successful.
                                                               We’re also interested in some niches within behavioral
We think this combination of flexible, patient capital         health on the mental side, like autism and eating
and operating experience positions Cognitive as a              disorders. But adolescent mental health is where we're
trusted partner who understands how to run and grow            spending most of our time proactively trying to find the
businesses and allows entrepreneurs and management             right platform.
teams to focus on building great businesses.
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Q&A WITH COGNITIVE CAPITAL (CONTINUED)

What areas of Health & Wellness have been most                   improve outcomes. It's all about sharing risk and tying
impacted by COVID-19? COVID has broadly impacted                 payments to outcomes and reductions in spending.
healthcare services, forcing providers to reexamine
patient interaction and revenue streams. Providers that          Historically, many thought of convenience in healthcare as
were able to maintain engagement with their patients             putting care in attractive locations like urgent care.
through tools like telehealth have been the most                 COVID has helped change this paradigm and accelerated
resilient. Those that couldn’t or didn’t adapt saw               the shift to more digital and portable care. In the early
significant and most-likely, long lasting impacts as             stages of the lockdown, thousands of providers and
their patients found other treatment options during              millions of U.S. patients tried telehealth for the first time.
COVID. From a revenue perspective, traditional Fee-for-          We expect digital health adoption to continue which will
Service businesses, which rely on volume, suffered the           benefit technology, data analytics and outsourced service
most; even sectors which were previously thought to be           businesses as well as forward-thinking care providers.
recession proof experienced dramatic declines during
quarantine. However, providers that were able to enter
                                                                 From a physician practice management perspective, I
into non-volume-based arrangements like value-based
                                                                 think the second wave of consolidation will be more
care or capitation had some insulation from COVID-
                                                                 focused on sectors that have the potential to take costs
related closures.
                                                                 out of acute care settings. Payers will help steer volume
                                                                 to strong providers in orthopedics, cardiovascular, and
More specifically, the impact on behavioral health is            other sectors that can show true cost savings by moving
obvious and real – COVID is driving both substance abuse         care to independent practices and surgery centers or shift
and mental health issues.      McKinsey estimates that           to alternate payment models.
COVID-19 could potentially drive a 50% increase in the
prevalence of behavioral health conditions in the U.S.           We are in an exciting period of transformational change
which could result in an incremental $100-$140B in               in the healthcare industry. One of the rewarding things
healthcare spending post-pandemic.                               about investing in healthcare is that we have the ability to
                                                                 help drive this change. Improving access to care or the
Assisted living is a sector we think is going to potentially     quality of care can have real impacts on people’s lives.
have more lasting headwinds.             While the aging         For example, in behavioral health, there are so many
population is a positive dynamic, people are rethinking          people with mental illnesses that aren’t being treated
sending their parents to group settings because of               today. COVID is exacerbating these problems - kids are
COVID. That will slow down adoption which could have             sitting in front of screens all day instead of interacting
longer-term consequences at those facilities and                 with each other which has the potential to create
underlying service providers to those facilities like assisted   feelings of isolation and depression. If you can create
living pharmacies. On the flipside, this phenomenon              awareness in the community and get in front of
should drive increased utilization of home health.               families, you have the potential to get to these kids
                                                                 early which can prevent serious problems and
What factors do you see affecting the Healthcare                 dramatically reshape lives.
industry over the next few years?        Healthcare is
undergoing a transformation, albeit a slow one. Key
trends continue to be taking costs out of the system,                                   As Partner at Cognitive Capital, Dave
improving outcomes and quality of care and making care                                  Bornhoeft leads the firm’s healthcare
more consumer-centric and convenient.                                                   practice and is responsible for developing
                                                                                        investment strategies, deal sourcing,
On the pharma side, biosimilars are going to drive huge                                 overseeing due diligence and transaction
cost savings. People have been talking about them for                                   execution, and the management of
                                                                                        portfolio companies. Dave has more than
years, but adoption in the U.S. is way behind Europe and
                                                                                        20 years of private equity investing and
other global markets. We expect a tipping point in the             operating experience in the Healthcare and Business Services
next several years, especially in sectors like oncology            sectors. Prior to joining Cognitive, he managed several
where existing biologics are prohibitively expensive.              businesses for Baxter Healthcare. His previous experience in
                                                                   middle-market private equity includes time at Silver Oak
On the services side, we see a continued shift towards             Services Partners, Burling Capital, and the Columbia Group.
value-based care and away from fee-for-service
reimbursement in an effort to both reduce costs and                Contact Mr. Bornhoeft at dave@cognitivecap.com
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Behavioral Healthcare Services | February 2021

NOTABLE TRANSACTIONS

Several notable transactions have been announced or completed in the industry in 2020. Select transactions are outlined below,
followed by a more comprehensive list on page 10 and 11.

                         Kelso & Company Acquires Refresh Mental Health
                         (December 2020, Undisclosed)

                         Middle-market private equity firm Kelso & Company entered the Behavioral Healthcare Services
                         industry with its platform acquisition of Refresh Mental Health. Refresh provides the full spectrum of
                         outpatient mental healthcare services and was formerly owned and founded by PE firm Lindsey
                         Goldberg. Though financial terms were not disclosed, PitchBook values the company’s post transaction
                         value at ~$700 million.

        Acquires         Headquartered in Florida, Refresh has more than 200 locations spanning 28 states and the District of
                         Columbia. The company has ~2,000 psychiatrists, psychologists, and licensed clinical social workers and
                         completes more than one million patient visits each year through in-person and telehealth settings.

                         Refresh’s business model has allowed for rapid organic and inorganic expansion since its 2017
                         founding, supported by clinical recruitment and new locations. The company completed two
                         acquisitions in 2020: Ohio-based A+ Solutions (educational and psychological education service
                         provider) in October and California-based Cielo House (eating disorder treatment center services).

                         “We built Refresh together with Lindsay Goldberg upon the core value and principle that there needed
                         to be greater access to the highest quality mental health services within local communities across this
                         country,” Refresh CEO Steve Gold noted in a press release.8 “We look forward to aggressively pursuing
                         our growth and acquisition strategy as we continue to serve as the partner of choice for clinical thought
                         leaders who value Refresh’s clinical excellence and patient outcomes."

                         The Family Treatment Network Acquires Catalyst Behavioral Solutions
                         (December 2020, Undisclosed)

                         The Family Treatment Network (FTN), a platform company created by physician-founded private equity
                         firm Pharos Capital Group in 2016, has acquired Catalyst Behavioral Solutions. Terms of the deal were
                         not disclosed. Catalyst is a Utah-based provider of mental health therapy and behavior consulting for
                         individuals and families. It also offers evidenced-based and data-driven methods including Applied
                         Behavior Analysis (ABA) therapy to treat children and youth with autism.

                         Catalyst, FTN’s seventh acquisition in 2020, expands its outpatient services into Utah, furthering the
        Acquires         Tennessee-based buyer’s goal of providing coast to coast behavioral healthcare services across the full
                         care continuum. FTN has maintained a strong focus on providing both education and therapy. Its
                         behavioral healthcare services for children, adolescents, and families include residential therapy centers,
                         therapeutic day schools, and home & community-based outpatient programs.

                         "We believe the need for specialized behavioral care treatment is ever-increasing, and that there is
                         continued opportunity for a best-in-class operator like FTN to expand its portfolio of companies and
                         services,” Pharos Capital Partner, Jim Phillips, said in a press release.9 “Catalyst is a logical fit with its
                         expertise and focus, and we welcome the Company to FTN."

                         The transaction is Pharos Capital’s seventh 2020 acquisition, three of which were add-ons in the
                         Behavioral Healthcare Services industry. In addition to Catalyst, Pharos Capital acquired Simple
                         Intervention and Second Chances Comprehensive Services (December, both undisclosed) via its
                         platform company Seaside Healthcare.
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Behavioral Healthcare Services | February 2021

CAPSTONE DEAL HIGHLIGHT

                                                 Premier Provider of In-Patient Substance Abuse Treatment
                                                 Program Acquired by NewSpring Capital – April 2020

                                                 Capstone Headwaters advised BRC Recovery Family of Programs (“BRC” or
                                                 the “Company”) on its recapitalization transaction with investment firms
                                                 NewSpring Capital (“New Spring”) and Veronis Suhler Stevenson (“VSS”).
                                                 Terms of the deal are confidential.
              has been acquired by
                                                 BRC, which stands for “Bringing Real Change,” offers care through four
                                                 outpatient residential centers in Texas: BRC Recovery, Spearhead Lodge,
                                                 Makana Path, and Segue Recovery. BRC provides individualized, gender
                                                 specific treatments to adults (aged 17+) with substance use disorders such as
                                                 alcoholism, drug dependence and other addiction disorders. With treatment
                                                 services around food & nutrition, trauma treatment, interventions, clinical
                                                 services, therapeutic workshops, spiritual coaching, fitness & yoga, relapse
                                                 prevention, and 12-Step immersion.

Founded in 2006 by Mark Houston, the Company offers the full continuum of care and is rooted in the 12 Step immersion
philosophy. This program guides clients through each of the 12 Steps over a 90-day timeframe, to create a structured, and
supportive foundation for lasting recovery.

“It’s amazing what we’ve been able to accomplish by staying rooted in our principles and aggressively addressing the needs
of the market. I’m grateful to have a top-notch team and the opportunity to build a new platform that fuels our continued
growth and ability to serve more people,” said Marsha Stone, BRC’s founder.

“We’re always looking to invest in healthcare companies that bring innovative ideas and ways of thinking to markets in need
of new solutions. This is exactly what BRC is doing in the Addiction Treatment and Therapeutics space,” said Kapila Ratnam,
Ph.D., Partner at NewSpring. “We’re thrilled to work with VSS to bring operational expertise to BRC and make additional
investments in transformative healthcare companies.”

Private equity firm NewSpring Capital has an active portfolio of more than 60 companies, including nine in the Healthcare
space. Within the Behavioral Healthcare industry, NewSpring has one other relevant holding, New Jersey-based SUN
Behavioral Health, a service provider that operates in a psychiatric hospital setting.

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Behavioral Healthcare Services | February 2021

SELECT TRANSACTIONS

Date         Target                Acquirer                Target Business Description                                              Target Location
            Mulberry Bush Early    Horizon Early
01/07/21                                                   Provides mental health services for children.                           Vermont
            Learning Program       Learning Program

                                                           Provides drug and alcohol addiction medications, therapy,
01/06/21    Renew Recovery         BrightView                                                                                      Kentucky
                                                           counselling, recovery, and home treatment services.

                                   Odyssey Behavioral
01/04/21    Shoreline Center                               Comprises a treatment center for eating disorders.                      California
                                   Healthcare

            Prosperity Counseling Discovery Behavioral     Offers substance use, mental health, relationships, and
12/28/20                                                                                                                           Washington
            & Treatment Services Health                    historic trauma related care and treatment services.

                                   BayMark Health
12/16/20    Choices of Louisiana                           Offers addiction treatment services.                                    Louisiana
                                   Services

                                                           Offers integrated psychedelic treatment for mental
12/16/20    Psyence Therapeutics Mindhealth Biomed                                                                                 Ontario
                                                           health disorders seen in context of trauma.

            Liberty Bay            BayMark Health          Provides medication-assisted treatment to patients in
12/15/20                                                                                                                           Maine
            Recovery Center        Services                recovery from substance use disorder.

            Mindspace              Numinus Wellness        Offers psychology clinic services for mental health; psychedelic
12/15/20                                                                                                                           Montreal
            Psychology Services    (TSXV:NUMI)             harm reduction and integration programming for clinicians.

            Spectra Support        Maharah for Human Provides mental health services and education and training
12/14/20                                                                                                                           Pennsylvania
            Services               Resources (SASE:1831) to individuals with disabilities and their families.

            Refresh Mental                                 Offers mental health, eating disorder, abuse, and addiction
12/10/20                           Kelso & Company                                                                                 Florida
            Health                                         treatment relationship counseling, and telecounseling services.

            Behavior Therapy       Caravel Autism          Provides behavioral and mental health services to
12/07/20                                                                                                                           Minnesota
            Solutions of MN        Health                  children and families.

            Catalyst Behavior      The Family Treatment Offers mental health therapy and behavior programs for
12/02/20                                                                                                                           Utah
            Solutions              Network              individuals and families.

            Kelburn Recovery                               Provides substance use and related mental health and
11/25/20                           Universal Ibogaine                                                                              Winnipeg
            Centre                                         addiction treatment programs.

                                   BayMark Health          Offers methadone maintenance treatment and counseling
11/18/20    Limestone Health                                                                                                       Indiana
                                   Services                services for those who are suffering with opioid addiction.

                                                           Provides crisis services, mental health, drug and alcohol,
11/18/20    Penn Foundation        Saint Luke's Hospital                                                                           Pennsylvania
                                                           intellectual disabilities, pastoral services, and yoga/mindfulness.

            BHG Medical            Behavioral Health       Offers medication-assisted treatment through an office-based
11/02/20                                                                                                                  Tennessee
            Services               Group                   model where patients are provided medications to take at home.

                                   CloudMD Software &
10/28/20    HumanaCare                                 Provides mental and physical wellness services.                             Ontario
                                   Services (TSXV:DOC)

            Community Psychiatry                       Operates practice offices of psychiatrists and psychotherapists
10/21/20                         Centerbridge Partners                                                                             California
            Management                                 that offer mental healthcare services.

                                   Monte Nido
10/06/20    Rosewood Ranch                                 Owns and operates eating disorder treatment centers.                    Arizona
                                   & Affiliates

            Comprehensive                                  Offers adult psychotherapy, child and adolescent therapy,
09/16/20                           EI US                                                                                           New York
            Counseling                                     depression, anxiety, and stress health services.

                                                           Offers managed behavioral health care services, employee
09/11/20    ChoiceHealth           Alight Solutions                                                                                North Carolina
                                                           assistance programs, and other behavioral health care services.

                                                                                                       Source: Capital IQ, PitchBook, FactSet, and Capstone Research

                                                                                                                                                                10
Behavioral Healthcare Services | February 2021

SELECT TRANSACTIONS (CONTINUED)

Date         Target                 Acquirer               Target Business Description                                               Target Location
            Edgewood Clinical                              Offers psychiatric and medication, counseling, anger
08/25/20                            LifeStance Health                                                                               Illinois
            Services                                       management, couples counseling, and personalized treatment.

            Shoreline Treatment
08/22/20                            Vizion Health          Operates adolescent residential addiction treatment centers.             Texas
            Center

                                    Pinnacle Treatment     Offers medication assisted treatment services focusing
08/17/20    HealthQwest                                                                                                             Georgia
                                    Centers                on opioid addiction.

07/30/20    Main Line Recovery      Providence Treatment Operates as alcohol and drug addiction treatment center.                   Pennsylvania

                                    Clatsop Behavioral     Comprises business comprises residential mental health
07/15/20    Crisis Respite Center                                                                                                   Oregon
                                    Healthcare             treatment and crisis care center.

            Rebound Recovery                               Operates a clinic which provides substance abuse treatment
07/08/20                            BrightView                                                                                      Kentucky
            Centers                                        to individuals.

07/03/20    The Fellowship House Centerstone of Illinois Provides medical services to substance use disorders patients.             Illinois

            Highland Hospital       Summit Healthcare;     Provides intensive mental health inpatient services for adults,
07/03/20                                                                                                                            West Virginia
            Association             FFL; Lee Equity        adolescents, and children.

                                    Odyssey Behavioral
06/23/20    Clearview Centers                              Operates a drug and mental illness rehabilitation facility.              California
                                    Healthcare

                                    BayMark Health         Offers suboxone and buprenorphine treatment, methadone
06/23/20    Norton Health Care                                                                                                      Massachusetts
                                    Services               switch, opiate addiction care, therapy, and medical services.

            Middlesex Recovery      BayMark Health
06/19/20                                                   Provides opioids or alcohol addiction recovery treatment.                Massachusetts
            Professional            Services

            Narcotic Addiction      BayMark Health         Offers outpatient methadone maintenance and detoxification
06/19/20                                                                                                                            California
            Treatment Agency        Services               with substance use counseling and behavioral therapies.

            Addiction Treatment     Ethema Health
06/12/20                                                   Comprises an addiction treatment facility.                               Florida
            Facility                (OTCPK:GRST)

            Assets of Cedar                                Comprises psychiatry clinics specialized in ketamine-
05/18/20                            Novamind Ventures                                                                               Utah
            Psychiatry                                     assisted psychotherapy.

            IHP-Med-Psych-          Community Medical
05/05/20                                                   Offers patient centered addiction treatment services.                    Ohio
            Solutions               Services Holdings

            Heart Centered
04/06/20                            LifeStance Health      A provider of therapy and psychiatric services.                          Colorado
            Counseling

                                                           Operates addiction treatment centers to treat people suffering
03/31/20    BRC Recovery            NewSpring Capital                                                                               Texas
                                                           from alcoholism and drug addiction and progressive diseases.

                                                           A treatment facility that provides residential recovery programs
03/25/20    The Gables              NUWAY Alliance                                                                                  Minnesota
                                                           for chemically dependent women.

03/23/20    Cielo House             Refresh Mental Health Offers eating disorder treatment center services.                         California

            Houston Group                                  Provides intermediate care services for the mentally disabled
03/19/20                            Caregiver                                                                                       Indiana
            Homes                                          through its health care facilities.

                                    Discovery Behavioral   Provides prevention, assessment, treatment, and reintegration
03/05/20    New Hope Ranch                                                                                                          Texas
                                    Health                 for people suffering from substance use disorder.

                                                                                                            Note: Highlighted deal is a Capstone-advised transaction
                                                                                                        Source: Capital IQ, PitchBook, FactSet, and Capstone Research

                                                                                                                                                                 11
Behavioral Healthcare Services | February 2021

   PUBLIC COMPANY TRADING & OPERATING DATA

   At the end of January, comparable public companies were trading between 6.9x – 12.3x trailing twelve-month EBITDA and 1.2x –
   2.5x trailing revenues, compared to 8x-10x EBITDA and 1.5x-2x revenues during the same period in 2020. Collectively, these
   stocks traded at ~92% of their 52-week highs on January 29 and have exhibited consistent bottom-line performance with gross
   margins around 39%, median EBITDA margins around 19.5%, and EBITDA margins around 17.8%.

                                                       Price     % 52 Wk   Market      Enterprise               LTM                        EV / LTM
        Company                                Ticker 01/29/21    High      Cap          Value      Revenue     EBITDA     Margin     Revenue EBITDA
       Acadia Healthcare Company               ACHC     $50.89     95.1%    $4,528.8     $7,920.5    $3,146.7    $646.0     20.5%        2.5x       12.3x

       HCA Healthcare                          HCA     $163.80     93.8%   $55,425.8    $83,668.8 $50,763.0 $10,517.3       20.7%        1.6x        8.0x

       Universal Health Services                UHS    $127.84     88.9%   $10,863.6    $13,779.5 $11,368.2     $1,999.8    17.6%        1.2x        6.9x

                                                                                        Mean                                19.6%        1.8x        9.0x

                                                                                        Median                              20.5%        1.6x        8.0x
         EV = enterprise value; LTM = last twelve months
         $ in millions, except per share data                                           Harmonic Mean                       19.5%        1.6x        8.5x

                                              Behavioral Healthcare Services Companies Keep Pace with S&P 500

                                                           S&P 500            NASDAQ                Capstone Index

                          70%
                                                  March 11: World Health
                          50%                     Organization declares
                                                                                                                                                     43.9%
                                                  COVID-19 a pandemic
Total Percentage Return

                          30%
                                                                                                                                                     18.1%
                                                                                                                                                     16.3%
                          10%

                          -10%

                          -30%

                          -50%

                          -70%
                              Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21

                                                                                                                      Source: Capital IQ as of January 29, 2021

                                                                                                                                                            12
Behavioral Healthcare Services | February 2021

BEHAVIORAL HEALTHCARE SERVICES REPORT CONTRIBUTORS

                            Mark Surowiak
                            Director
                            msurowiak@capstoneheadwaters.com | 215-854-4063

                            Mark is a Director in the Philadelphia office with over 15 years of experience in mergers &
                            acquisitions, private placements and financial advisory services.       While Mark's primary focus
                            includes clients in the health and medical industry, his experience spans a broad range of industries,
                            including government and defense contracting, manufacturing and outsourced business services
                            sectors. Prior to investment banking, he enjoyed a career in the social services field.

                            Previously, Mark served over 10 years as a senior investment banking professional in Morgan
                            Stanley Smith Barney’s Capital Strategies Group. Over his career, Mark has focused on developing
                            deep credentials and expertise in the sale and recapitalization of privately held businesses. He is a
                            Series 7 and 63 Registered Securities Representative.

                            Sarah Doherty
                            Vice President of Research
                            sdoherty@capstoneheadwaters.com | 617-619-3310

                            Sarah joined Capstone Headwaters in 2016 and has more than eight years of research and writing
                            experience. She oversees the firm’s corporate Research Team, which produces more than 150
                            reports annually on middle-market M&A activity. Sarah specializes in the Healthcare, Education &
                            Training, and Aerospace, Defense, Government, & Security industries.

                            Previously, Sarah was the Data Graphics Specialist at a think tank in Washington, D.C., where she
                            collaborated with economists and industry experts to analyze and present data for congressional
                            testimonies and research publications. Prior to that, she covered the economy, healthcare, and
                            Capitol Hill as a reporter. Sarah holds a BA in Journalism and Political Science from Biola University
                            and is a certified Market Research Analyst through the International Institute of Market Research
                            and Analytics.

        2020                        2020                      2019                      2019                       2019
                                  MIDDLE MARKET            US MIDDLE MARKET
  INVESTMENT BANKING FIRM                                                         INVESTMENT BANKING FIRM   INVESTMENT BANKING FIRM
                                 INVESTMENT BANK           INVESTMENT BANK
        OF THE YEAR                                                                     OF THE YEAR               OF THE YEAR
                                    OF THE YEAR               OF THE YEAR

                                                                                    INTERNATIONAL AWARDS      TURNAROUND AWARDS

                                                                                                                                      13
Behavioral Healthcare Services | February 2021

FIRM TRACK RECORD

     has been acquired by              has partnered with      has partnered with      has been acquired by

     has been acquired by             has been acquired by    has been acquired by     has been acquired by

   has raised $30 million of         has sold its chemical    has been acquired by     has been acquired by
     equity capital from            development division to

   A Leading Provider of
   Rehabilitation Services

     has received a senior                                    has been acquired by   has received an investment
                                      has been acquired by
      credit facility from                                                                     from an

                                                                                        UNDISCLOSED
                                                                                         INVESTOR
                                                              NSF International

                                                                                                              14
Behavioral Healthcare Services | February 2021

CITATIONS

1.   Centers for Disease Control and Prevention, “Mental Health, Substance Use, and Suicidal Ideation During the COVID-19 Pandemic – United States,
     June 24-30, 2020,” https://www.cdc.gov/mmwr/volumes/69/wr/mm6932a1.htm, accessed January 27, 2021.
2.   Centers for Disease Control and Prevention, “Mental-Health Related Emergency Department Visits Among Children Aged
BUILT FOR THE MIDDLE MARKET
Capstone Headwaters is one of the largest and most active independent investment banking firms in the United States. The
firm has a rich, 20-year history of achieving extraordinary results for middle market entrepreneurs, business owners, investors,
and creditors. Capstone offers a fully integrated suite of corporate finance services, including M&A, debt and equity
placement, corporate restructuring, valuation and fairness opinions, financial advisory, and ESOP advisory services.

Headquartered in Boston, the firm has 175+ professionals across 16 offices in the U.S., and an international presence
including over 450 professionals in 40 countries. With 16 dedicated industry groups, the firm delivers sector-specific expertise
through large, cross-functional teams on a global basis.

UNITED STATES
170+ professionals
17 offices
                                                                                                     INTERNATIONAL
Boston  Burlington  Chicago  Dallas
Denver  Detroit  Houston  Los Angeles                                                                450+ professionals
New York  Orange County  Philadelphia                                                          60+ offices in 40 countries
Richmond  San Diego  San Francisco
St Louis  Tampa  Washington DC                                                                 Asia: China  India  Japan
                                                       Latin America: Argentina  Brazil  Chile  Colombia  Mexico  Peru
                              Africa: Congo  Egypt  Ghana  Ivory Coast  Mauritius  Morocco  Senegal  South Africa
                          Europe: Belgium  Bosnia  Croatia  Czech Republic  Finland  France  Germany  Herzegovina
                            Hungary  Ireland  Italy  London  Netherlands  Norway  Poland  Russia  Serbia  Slovenia
                                                                  Spain  Sweden  Switzerland  Turkey  United Kingdom

                                                         www.capstoneheadwaters.com

                                                                                                                               12
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