Indian River County Hospital District Stout Financial Opinion Presentation Issued: September 27, 2018
Contact Information For more information, please contact one of the following members of the engagement team: Jeffrey S. Phillips Robert A. Hauptman, CFA, ASA John W. VanSanten, CRE, MAI, AI-GRS Managing Director Director Managing Director +1.703.848.4955 +1.216.373.2997 +1.312.752.3384 jphillips@stout.com rhauptman@stout.com jvansanten@stout.com I NDIAN R IVER C OUNTY H OSPITAL D ISTRICT | 2
Table of Contents I. Transaction & Engagement Overview ..................................................................................................................................... 5 II. Fairness Analysis .................................................................................................................................................................. 13 Exhibit A Fairness Analysis B Real Estate Appraisal I NDIAN R IVER C OUNTY H OSPITAL D ISTRICT | 3
Legal Disclaimer This presentation is in all respects subject to and qualified by the assumptions, limitations, qualifications, and other terms set forth in the engagement agreement (“Agreement”) betwe en Stout Risius Ross, LLC (“Stout”) and Indian River County Hospital District (the “ District ”) dated March 20, 2018, and in the opinion to be delivered by Stout to the District ’s Board of Trustees (the “Board”) . These materials have been prepared solely for the confidential use of the Board, except as contemplated by the Agreement and required by Florida Public Records Law. The information herein has been prepared by Stout based upon information supplied by the District and Indian River Memorial Hospital, Inc. (the “Hospital”) or that is publicly available. Transaction summaries contained herein are based on the transaction documents provided to Stout and on discussions with the District ’s management, financial and tax advis ors, and legal counsel. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the District (excluding the appraisal of certain real property owned by the District and leased to Indian River Memorial Hospital, Inc. as described herein), or any other entity. With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the District or the Hospital as to the future financial performance; we assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. The preparation of these materials involves various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to particular circumstances and, therefore, are not readily susceptible to summary description. Furthermore, we did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Thus, the analyses contained in these materials must be considered as a whole. Selecting portions of the analyses, without considering all analyses, could create an incomplete view. Estimates of value contained in the analyses are not necessarily indicative of actual value or predictive of future results/values, which may be significantly more or less favorable. These materials are not intended to represent an opinion but to serve as discussion materials for the Board to review and as a summary of the basis upon which Stout may render an opinion. Any opinion rendered by Stout will be limited and qualified in its entirety by the conditions, limitations, assumptions, qualifications, and other terms set forth in the Agreement. Because this material was prepared for use in the context of an oral presentation to the Board, which is familiar with the business and affairs of the District and the Hospital, neither the District nor Stout, nor any of their respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of this material if used by persons other than the Board. No selected public company is directly comparable to the District or the Hospital, and no precedent transaction is directly comparable to the District or the Hospital. I NDIAN R IVER C OUNTY H OSPITAL D ISTRICT | 4
I. Transaction & Engagement Overview Transaction & Engagement Overview Role of Stout Risius Ross, LLC We understand that Indian River County Hospital District (“IRCHD” or the “District”) is a special taxing district created by the State of Florida Legislature that owns certain real property and the improvements thereon that comprise a hospital campus in Indian River County, Florida (the “Property”) 1 . We understand that the District leases the Property to Indian River Memorial Hospital, Inc. (d/b/a Indian River Medical Center) (“IRMC” or the “Hospital”) for IRMC’s control of the day-to-day operations of the Hospital. We understand that pursuant to Chapter 2003-382, Laws of Florida, the District has an obligation to prudently assess and raise taxes in order to support medical care to the indigent sick of Indian River County, Florida and that the District accomplishes this mission in part by providing payments to IRMC to fund indigent care. We understand that IRMC is contemplating entering into a member substitution transaction with the Cleveland Clinic Foundation (“CCF”) whereby CCF, or a wholly owned subsidiary, would become the sole corporate member of IRMC and enter into an amended and restated lease agreement with the District for the Property whereby the District will (i) be relieved of its obligation to make indigent care payments to IRMC 2 and (ii) be entitled to receive certain to-be-determined rent payments upon the exercise of any extensions in the term as allowed for in the lease (the “Consideration”) . Additionally, IRMC will continue to pay for all costs of maintenance, repairs and improvements to the Hospital facilities. The foregoing transaction is referred to hereinafter as the “Transaction”. The Board has requested that Stout Risius Ross, LLC (“Stout”) serve as financial advisor to the Board as it contemplates the Transaction. Specifically, the Board has requested that Stout provide the following services, collectively referred to as the “Appraisal Services”: Stout will appraise the Property and determine its fair market value rental rate taking into account that rent for the remainder of the existing lease has been prepaid by IRMC. Because of the special purpose nature of the Property the appraisal will also include a valuation of certain operations of IRMC to determine if economic obsolescence is present in the Property. The Board has requested that Stout render an opinion (the “Opinion”) as to the fairness, from a financial point of view, of the Consideration to be received by the District pursuant to the Transaction. Such opinion will consider the essential lease terms, including, but not limited to, the length of the term, who pays 1 The Property includes the real property used for the operations of: 1) the Indian River Medical Center main hospital building, 2) the Scully-Welsh Cancer Center, 3) the Ambulatory Services Center, and 4) the Center for Emotional and Behavioral Health. The Property also includes 45.37 acres of vacant land along 82 nd Avenue in Vero Beach, Florida. 2 Excluding contractual payments in 2019 through 2021 outlined in the Draft Third Amended and Restated Agreement for Indigent Care Services Between the District and IRMC dated as of September 5, 2018, as defined on page 7. I NDIAN R IVER C OUNTY H OSPITAL D ISTRICT | 5
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