HEALTHCARE STAFFING M&A SURGES AMID SUBSTANTIAL LABOR SHORTAGE - HEALTHCARE STAFFING INDUSTRY UPDATE | NOVEMBER 2021
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HEALTHCARE STAFFING M&A SURGES AMID SUBSTANTIAL LABOR SHORTAGE HEALTHCARE STAFFING INDUSTRY UPDATE | NOVEMBER 2021 3
TABLE OF CONTENTS Key Industry Takeaways 4 Travel Nursing and Allied Health See Strong Growth 5 M&A Volume Continues at Rampant Pace 6 Repeat Buyers Fuel M&A, Sponsors Build Sector Portfolios 7 Historic M&A Trends and Public Company Valuations 8 Select Transactions 9 Public Company Data 10 Buyer Universe 11 Report Contributors 12 Firm Track Record 13 Endnotes 14 CONTACT OUR HEALTHCARE STAFFING INDUSTRY EXPERTS Eric Williams Managing Director 215-854-4065 ewilliams@capstonepartners.com Mark Surowiak Director 215-854-4063 msurowiak@capstonepartners.com
Capstone Partners is one of the largest and most active independently-owned investment banking firms in the United States. Over the past 20 years, thousands of business owners, investors, and creditors have trusted us to help guide their strategic decisions and maximize financial outcomes at every stage of the corporate lifecycle. MIDDLE FULL SUPERIOR TOP ESTABLISHED MARKET SERVICE CLIENT RANKED BRAND FOCUS CAPABILITIES RESULTS PERFORMANCE REPUTATION A DIFFERENT KIND OF FIRM. BUILT FOR THE MIDDLE MARKET. Mergers & Capital Financial Special ESOP Acquisitions Advisory Advisory Situations Advisory & Restructuring • Sell-side Advisory • Transaction Advisory • Special Situations • Equity Advisory • Interim Management • Buy-side Advisory • Debt Advisory • Turnaround • Recapitalizations • Performance • Restructuring • Infrastructure Finance Improvement • Mergers & Joint • Bankruptcy Ventures • Valuation Advisory • Insolvency • Litigation Support Sign Up for Industry Insights. Delivering timely, sector-specific intelligence to your inbox One of our core capabilities is to deliver sector-specific intelligence designed specifically for industry leaders, private equity firms and their advisors. Our industry reports and featured articles deliver real-time access to key sector data including: • Emerging industry trends • Acquirer and investor appetites • Mergers & acquisitions market analysis • Notable transactions • Public company data Receive email updates with our proprietary data, reports, and insights as they're published for the industries that matter to you most. Subscribe capstonepartners.com
Healthcare Staffing Industry M&A Surges Amid Substantial Labor Shortage KEY INDUSTRY TAKEAWAYS Capstone Partners’ Healthcare Group is pleased to share its Healthcare Staffing report. The resurgence of COVD-19 and Delta variant cases have stressed healthcare systems, creating substantial demand for outsourced staffing providers. Merger and acquisition (M&A) activity has proliferated as strategic players consolidate to bolster service offerings and private equity continues to build and enhance sector portfolios. Several key takeaways are outlined below, followed by analysis on industry trends, drivers of M&A activity, and transaction valuations. 1. The Travel Nursing segment continues to attract heightened demand through year-to-date (YTD) with industry participants recording significant revenue growth. 2. Top public companies have achieved strong operating performance through Q2, capitalizing on elevated demand for workforce solutions. 3. M&A volume has increased drastically as potential tax increases and the current favorable transaction environment has motivated sellers to pursue a liquidity event. 4. Strategic buyers have led M&A activity while private equity (PE) has also continued to demonstrate a strong appetite for healthcare staffing providers. Capstone Partners has developed a full suite of corporate finance solutions, including M&A advisory, debt advisory, financial advisory, and equity capital financing to help privately owned businesses and private equity firms through each stage of the company’s lifecycle, ranging from growth to an ultimate exit transaction. To learn more about Capstone’s wide range of advisory services and Healthcare Staffing industry expertise, please contact Capstone Managing Director Eric Williams. 4
Healthcare Staffing | November 2021 TRAVEL NURSING AND ALLIED HEALTH SEE STRONG GROWTH Clinician burnout coupled with the resurgence of Aging Population and Workforce Shortages Drive COVID-19 and Delta variant cases in the summer Growth in Healthcare Staffing Market stressed the capacity of many healthcare providers, with those located in high infection $30 regions experiencing the most significant strain on operations. Workforce management has proven to $25 U.S. Dollars in Billions be a key focus for providers to effectively deliver $21.3 $19.9 quality care, with staffing firms playing a critical $20 $18.4 $16.3 $17.1 role in providing labor flexibility. Notably, national $15.2 health system Providence reported a 20% year- $15 over-year (YOY) increase in agency contract labor costs to address mounting labor shortages, $10 according to its Q2 financial statement.1 $5 While COVID-19 infections represented an acute challenge for healthcare providers in the first half $0 of 2021, healthcare providers are now managing 2016 2017 2018 2019 2020 2021 clinical staff burnout coupled with an uptick in Source: Cross Country Healthcare non-COVID-19 patient volumes. Notably, clinician fatigue, increasing patient visits, and operating Healthcare experienced a 37% YOY increase in room backlog have contributed to drastic labor travel nurse staffing revenue in Q2. The Allied supply constraints, noted AMN Healthcare Staffing segment of the industry has also (NYSE:AMN) in its Q2 earnings call.2 Pandemic demonstrated solid growth through the first half of disruptions have exacerbated existing labor 2021, supported by the rebound of therapy orders challenges as the aging U.S. population and which experienced depressed demand for much clinician workforce have already created a of 2020. Notably, AMN has recorded consistent significant shortage of healthcare professionals. growth in its Allied division over the last three This has contributed to forecasts for a $21.3 billion quarters with revenue rising 44% YOY in Q2, Healthcare Staffing industry by year end, according to its earnings report.6 according to Cross Country Healthcare’s (Nasdaq:CCRN) investor presentation.3 Clinician retention and recruiting challenges continue to manifest in greater use of outsourced The Travel Nursing segment continues to providers. As uncertainty relating to the COVID-19 experience robust demand through the first half of and Delta variant cases persist, hospital systems 2021, with the median revenue growth increasing and healthcare providers are likely to require 95% YOY in June, according to Staffing Industry efficient flexing of workforces to meet demand Analysts.4 While bill rates have compressed since surges. Staffing providers are expected to place the peak of the pandemic, high volumes have increased focus on digital tools and recruitment fueled the segment’s healthy performance amid a and onboarding productivity technology to persistently tight clinical labor market. Notably, optimize labor management for their clients. leading healthcare staffing provider Cross Country Consolidation activity is expected to play a key Healthcare recorded a 50% increase in travel role in the expansion of staffing services as nurse orders in Q2 from the start of the quarter, industry players seek accretive acquisitions to according to its earnings call.5 In addition, AMN bolster capacity. Healthcare 5
Healthcare Staffing | November 2021 M&A VOLUME CONTINUES AT RAMPANT PACE M&A volume in the Healthcare Staffing industry Healthcare Staffing M&A Transaction Volume has surged YTD with 30 transactions announced or completed, already outpacing full year 2020 levels. 60 Target companies in the Nursing & Travel Nursing Number of Transactions segment have comprised the largest percentage 50 45 of transactions (37%) as industry participants look 40 to capitalize on the sector’s rapid growth. While 31 30 potential tax increases continue to motivate 30 27 sellers to transact, fervent buyer appetite and 19 robust valuations have also fueled a historic M&A 20 13 market for healthcare staffing providers. Private 10 strategic buyers have dominated M&A activity, comprising nearly 70% of YTD transactions. 0 2017 2018 2019 2020 YTD YTD Aya Healthcare has established itself as a leading 2020 2021 consolidator in the sector, continuing to Year-to-date (YTD) ended August 23 aggressively pursue temporary staffing and Source: Capital IQ, FactSet, PitchBook, and Capstone Research workforce solutions providers, often acquiring targes through its subsidiary, Qualivis. In addition, dealmakers are fielding elevated inquiries from private targets equity firms seeking to establish or enhance sector portfolios. Sponsors have benefited from historically low interest rates and vast levels of deployable capital creating a favorable backdrop for elevated deal activity. In addition, with 2020 representing a lost year for many PE firms, pressure has increased on investors and sponsors to deliver returns under a shorter time frame. Notably, Periscope Equity recently announced its investment in MAS Medical Staffing, a leading per diem and travel nurse provider (more details on the following page). Capstone expects deal activity to continue at a healthy pace through year end and into 2022 as private equity continues to target the sector and strategics leverage improved balance sheets to reengage in growth initiatives. Valuations are expected to favor staffing providers with strong margin growth, large scale, and expansive client relationships. Healthcare Staffing Valuation Analysis Valuation Method Average Revenue Multiple Average EBITDA Multiple Historic M&A Transactions (2016-YTD) 1.2x 9.3x Public Company Trading Multiples (LTM) 1.4x 13.5x Source: Capital IQ, FactSet, PitchBook, and Capstone Research Valuation Insight M&A transaction EBITDA multiples have averaged 9.3x, with larger companies or companies with a presence in high growth subsectors often commanding the higher multiple ranges. Notably, the median M&A transaction enterprise value has amounted to approximately $41 million from 2016 to YTD. Comparatively, the enterprise value of publicly traded Cross Country Healthcare and AMN Healthcare stands at $880 million and $5.9 billion, respectively; which currently trade at average of 13.5x EBITDA. 6
Healthcare Staffing | November 2021 REPEAT BUYERS FUEL M&A, SPONSORS BUILD SECTOR PORTFOLIOS Transaction Overview Aya Healthcare has announced a definitive agreement to acquire Vizient’s Contract Labor Management Business for an undisclosed sum (August). Aya plans to integrate the acquired business into its new subsidiary Vaya Workforce Solutions. "As the demand for healthcare staffing services evolves, we're thrilled to join forces with Aya to expand our members' unmatched access to exceptional, cost-effective temporary staffing services through Vaya Workforce Solutions,” commented Bharat Contract Labor Sundaram, President and Chief Operating Officer at Vizient, in a press release.7 Management Business of M&A and Industry Takeaways The acquisition of Vizient’s Contract Labor Business extends Aya’s active M&A record over the past 12 months. In May, Aya acquired workforce solutions provider Dawson Healthcare for an undisclosed sum. In addition, Aya’s subsidiary Qualivis has completed two acquisitions since the start of the year, purchasing Chesapeake Registry Program of Maryland Hospital Association (February, undisclosed) and the temporary staffing division of New Mexico Hospital Association (May, undisclosed). Transaction Overview Lower middle market private equity firm Periscope Equity has announced its addition of MAS Medical Staffing to its portfolio through a recapitalization in partnership with management (June, undisclosed). MAS Medical Staffing is a leading tech-enabled staffing provider with a community of over 3,400 per diem and travel nurses serving long-term care, acute, and home-based care settings. Its proprietary MAESTRA platform efficiently connects healthcare facilities with per diem nurses and streamlines credentialing, communication, and payroll. M&A and Industry Takeaways The acquisition marks the first platform investment from the Periscope Equity II fund, with the add-on acquisition criteria for MAS including long-term care medical staffing agencies with a regional focus. Periscope typically targets companies with revenue of $10 million to $50 million, and EBITDA ranging between $2 million and $8 million, according to its website.8 Transaction Overview Cross Country Healthcare has completed the asset acquisition of Workforce Solutions group for an enterprise value of $45 million (June). Workforce Solutions provides coordination of in-home care services for local and national healthcare plans and managed care providers. It also offers home care staffing, recruitment process outsourcing, contingent workforce evaluation, and talent acquisition. M&A and Industry Takeaways The acquisition expands Cross Country’s presence in the Home Care sector and complements its existing managed service program (MSP) services. In addition, the enterprise value is inclusive of a $15 million earnout based on Workforce Solution’s performance from 2021 through 2023. With COVID-19 disruptions and supply chain uncertainties remaining in the market, dealmakers are seeing more structure involved in M&A sale processes, often to normalize pandemic-affected earnings. 7
Healthcare Staffing | November 2021 HISTORIC M&A TRENDS AND PUBLIC COMPANY VALUATIONS Transactions Average Value M&A Transaction Volume and Value 60 $400 Recover From 2020 U.S. Dollars in Millions 50 45 The prospect of tax $300 increases, strong Transactions 40 valuations, and healthy 31 30 30 27 $200 buyer appetite has fueled a historic Healthcare Staffing 19 20 M&A market through the 13 $100 first eight months of 2021. 10 Deal activity is forecasted to continue at elevated 0 $0 levels through year end. 2017 2018 2019 2020 YTD 2020 YTD 2021 Year-to-date (YTD) ended August 23 Source: Capital IQ, FactSet, PitchBook, and Capstone Research Private Strategic Buyers Private Public PE Platform PE Add-On Comprise Majority of Transaction Activity 100% 10.0% 19.4% 26.7% 26.3% 10.0% Percent of Transactions 80% 33.3% Private strategics have 12.9% 4.4% 5.3% 10.0% remained active acquirers 11.1% 6.5% 6.7% 10.5% 60% through year-to-date 2021 11.1% while private equity has 40% continued to demonstrate 61.3% 62.2% 70.0% 57.9% strong interest in the 20% 44.4% sector, although add-on acquisitions have fallen 0% compared to historic 2017 2018 2019 2020 YTD 2021 composition levels. Year-to-date (YTD) ended August 23 Source: Capital IQ, FactSet, PitchBook, and Capstone Research S&P 500 AMN Healthcare Cross Country Healthcare Public Healthcare Staffing Trading Multiples Slightly 25x Trail S&P 500 20x AMN Healthcare and Cross EV/EBITDA Country Healthcare have 15x traded at elevated multiples compared to the 10x prior year, with an LTM average of 14.5x and 12.5x, 5x respectively. However, the S&P 500 has modestly 0x outperformed both public Aug-20 Oct-20 Dec-20 Feb-21 Apr-21 Jun-21 Aug-21 staffing providers. Source: Capital IQ and Capstone Research 8
Healthcare Staffing | November 2021 SELECT TRANSACTIONS Date Target Acquirer Target Business Description Buyer Type Medical Centerbridge Partners, Offers staffing services including travel nurse and travel allied 08/30/21 Platform Investment Solutions CDPQ health professionals. The Fortus 08/19/21 Job.com Provides health staffing and recruiting services. Private Strategic Group Contract Labor of 08/09/21 Aya Healthcare Comprises the contract labor management business. Private Strategic Vizient Vital Medical Dedicated Nursing 06/11/21 Offers per diem nurse staffing. Private Strategic Staffing Associates 06/08/21 MAS Medical Staffing Periscope Equity Provides per diem and travel nurse staffing. Platform Investment Assets of Workforce Cross Country Comprises the assets of talent management and consulting 06/08/21 Public Strategic Solutions (Nasdaq:CCRN) solutions ($45mm enterprise value). Temp. Staffing of New 05/26/21 Qualivis Provides temporary staffing services. Private Strategic Mexico Hospital ProPharma Offers professional staffing to industries including Life 05/21/21 The Planet Group Sciences and Healthcare. PE Add-on Group Provides staffing and search services to the Healthcare sector, 05/12/21 Independence Medical ICON Medical Network including anesthesia professionals. Private Strategic 05/11/21 Dawson Healthcare Aya Healthcare Offers healthcare workforce solutions. Private Strategic Chesapeake Medical 05/07/21 Flexibility Provides healthcare staffing solutions. Private Strategic Staffing Develops a patient program management platform for 05/06/21 Synzi AMN (NYSE:AMN) healthcare organizations ($42.5mm enterprise value). Public Strategic Offers recruitment and placement of professionals in the 04/23/21 Therapia Staffing Gifted Nurses Healthcare industry. Private Strategic Health 04/19/21 Staff Today Provides clinical and non-clinical supplemental staffing services. Private Strategic Advocates Offers staffing and consulting services to industries including 03/19/21 LG Associates Kyyba Private Strategic Healthcare and Pharmaceutical. Premier Health of 03/17/21 Solutions Nursing Provides nurse staff placement services. Public Strategic America (TSXV:PHA) Offers a platform that connects healthcare providers with 03/03/21 Kamana Triage Staffing traveling nurses. PE Add-on U.S. Nursing / Trilantic Capital, 02/24/21 Provides staffing solutions including travel nurse staffing. Platform Investment Fastaff Travel Cornell Capital 02/11/21 Medpath Health Carousel Offers staffing solutions for the Healthcare industry. Private Strategic Provides locum tenens and permanent search solutions 01/14/21 Vitruvian Medical Health Carousel for anesthesiologists. Private Strategic Action Healthcare Provides healthcare staffing solutions including nurses and 01/01/21 Actriv Healthcare allied health professionals. Private Strategic Staffing 12/07/20 TalentMine Orbis Clinical Offers life science staffing services. Private Strategic Premier Healthcare 11/06/20 Field Health Provides recruitment services to hospitals and agencies. Private Strategic Professionals Source: Capital IQ, PitchBook, FactSet, and Capstone Research 9
Healthcare Staffing | November 2021 PUBLIC COMPANY DATA Price % 52 Wk Market Enterprise LTM EV / LTM Company 08/26/21 High Cap Value Revenue EBITDA Margin Revenue EBITDA AMN Healthcare Services, Inc. $108.13 97.4% $5,110.5 $5,899.7 $2,926.3 $407.4 13.9% 2.0x 14.5x Cross Country Healthcare, Inc. $20.17 93.5% $766.5 $883.4 $1,070.6 $70.8 6.6% 0.8x 12.5x Mean 10.3% 1.4x 13.5x EV = enterprise value; LTM = last twelve months Median 10.3% 1.4x 13.5x $ in millions, except per share data NM = Not Meaningful Harmonic Mean 9.0% 1.2x 13.4x LTM EBITDA Multiple Performance LTM Revenue Multiple Performance LTM 2020 LTM 2021 LTM 2020 LTM 2021 20x 3.0x 2.5x 14.5x 15x 2.0x 12.5x 11.7x 2.0x EV/Revenue EV/EBITDA 1.5x 10x 1.5x 7.6x 1.0x 0.8x 5x 0.5x 0.4x 0x 0.0x AMN Healthcare Cross Country AMN Healthcare Cross Country Healthcare Healthcare LTM Margin Performance YTD Share Price Performance Gross Margin EBITDA Margin AMN Healthcare Cross Country Healthcare 50% 180% 40% Percentage Growth 32.9% 130% Percentage 30% 23.0% 80% 20% 13.9% 10% 6.6% 30% 0% AMN Healthcare Cross Country -20% Healthcare Dec-20 Apr-21 Aug-21 Source: Capital IQ as of August 26, 2021 10
Healthcare Staffing | November 2021 BUYER UNIVERSE Capstone has developed intricate knowledge of the strategic and financial buyer universe through ongoing conversations with industry participants. If you would like to learn more about relevant buyers in your sector, please reach out to Managing Director Eric Williams. Leading Strategic Buyers Leading Financial Buyers Source: Capstone Research 11
Healthcare Staffing | November 2021 HEALTHCARE STAFFING REPORT CONTRIBUTORS Eric Williams Managing Director ewilliams@capstonepartners.com | 215-854-4065 Based out of Philadelphia, Eric serves as a Managing Director at Capstone Partners and leads the Health and Medical practice. Eric has successfully completed more than 100 transactions in sectors including contract manufacturing, pharmaceutical outsourcing, medical devices, and life sciences, and health care services. Prior to Capstone, Eric was responsible for managing the Eastern region for Morgan Stanley Smith Barney’s Capital Strategies Group and its predecessor, Citi Capital Strategies. Eric has 20 years of experience managing strategic sale assignments and leveraged recapitalizations for owners of privately held companies. He has also executed complex cross-border transactions with foreign buyers based in London, Germany, Sweden and Switzerland and has structured deals with leading private equity groups and strategic corporate buyers. Previously, Eric worked as a senior executive with Newport Securities Corporation. He graduated cum laude from the University of California and is a Series 7 and 63 Registered Securities Representative as well as a Series 24 Registered Securities Principal. Mark Surowiak Director msurowiak@capstonepartners.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. Connor McLeod Research Manager cmcleod@capstonepartners.com | 617-619-3319 Connor currently serves as Research Manager at Capstone Partners. Connor provides M&A insights, capital markets analysis, and macroeconomic trends for C-suite middle market executives. He specializes in the coverage of the Healthcare and Consumer & Retail industries. Prior to joining the Research Team at Capstone, Connor was a specialist with the Investor Services team at BlackRock where he was responsible for assessing fund and account performance, communicating relevant market dynamics, and facilitating trades for shareholders, financial advisors, and institutional clients. 12
Healthcare Staffing | November 2021 FIRM TRACK RECORD Capstone has successfully advised on a number of transactions related to the sale of healthcare staffing and talent management firms. Select Capstone Health & Medical transactions are shown below. The firm’s experience in the sector provides significant insight into the valuable attributes and likely valuation of target companies, the active buyers, and the nuances of transactions in the space. and HAS RECAPITALIZED HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY WITH HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY HAS RECAPITALIZED HAS BEEN ACQUIRED BY WITH A PRIVATE INVESTMENT GROUP a portfolio company of AUDAX GROUP, INC. LEADING MUTI-CLINIC PHYSICAL THERAPY PRACTICE HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY 13
Healthcare Staffing | November 2021 ENDNOTES 1. Providence St. Joseph Health, “Financial Statements,” https://www.providence.org/about/financial-statements, accessed August 27, 2021. 2. Seeking Alpha, “AMN Healthcare Services, Inc. (AMN) CEO Susan Salka on Q2 2021 Results - Earnings Call Transcript,” https://seekingalpha.com/article/4446852-amn-healthcare-services-inc-amn-ceo-susan-salka-on- q2-2021-results-earnings-call-transcript, accessed August 16, 2021. 3. Cross Country Healthcare, “Investor Relations Q1 2021,” https://ir.crosscountryhealthcare.com/static- files/26ca67ce-0ec9-4ea5-9dd8-884c9dcd9967, accessed August 21, 2021. 4. Staffing Industry Analysts, “HEALTHCARE PULSE: TRAVEL NURSE STAFFING REVENUE ALMOST DOUBLES, COVID VACCINATIONS A CONCERN,” https://www2.staffingindustry.com/Editorial/Healthcare-Staffing-Report/Aug.-12- 2021/Healthcare-Pulse-Travel-nurse-staffing-revenue-almost-doubles-Covid-vaccinations-a-concern, accessed August 26, 2021. 5. Seeking Alpha, “Cross Country Healthcare, Inc. (CCRN) CEO Kevin Clark on Q2 2021 Results - Earnings Call Transcript,” https://seekingalpha.com/article/4446682-cross-country-healthcare-inc-ccrn-ceo-kevin-clark-on- q2-2021-results-earnings-call-transcript, accessed August 26, 2021. 6. AMN Healthcare, “AMN Healthcare Announces Second Quarter 2021 Results,” https://ir.amnhealthcare.com/press- releases/press-releases-details/2021/AMN-Healthcare-Announces-Second-Quarter-2021-Results/, accessed August 28, 2021. 7. Cision, “Aya Healthcare announces agreement to acquire Vizient Contract Labor Management; launches Vaya Workforce Solutions,” https://www.prnewswire.com/news-releases/aya-healthcare-announces-agreement-to- acquire-vizient-contract-labor-management-launches-vaya-workforce-solutions-301351256.html, accessed August 26, 2021. 8. Periscope Equity, “Firm Factsheet,” http://periscopeequity.com/wp-content/uploads/2021/08/Periscope-Equity- Profile.pdf, accessed August 26, 2021. Common Goals. Uncommon Results. Disclosure This report is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and acquisition activity. Information contained in this report should not be construed as a recommendation to sell or buy any security. Any reference to or omission of any reference to any company in this report should not be construed as a recommendation to buy, sell or take any other action with respect to any security of any such company. We are not soliciting any action with respect to any security or company based on this report. The report is published solely for the general information of clients and friends of Capstone Partners. It does not take into account the particular investment objectives, financial situation or needs of individual recipients. Certain transactions, including those involving early-stage companies, give rise to substantial risk and are not suitable for all investors. This report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this report. Opinions expressed are our present opinions only and are subject to change without notice. Additional information is available upon request. The companies mentioned in this report may be clients of Capstone Partners. The decisions to include any company in this report is unrelated in all respects to any service that Capstone Partners may provide to such company. This report may not be copied or reproduced in any form or redistributed without the prior written consent of Capstone Partners. The information contained herein should not be construed as legal advice. 14
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