Claritev Corporation · NYSE:CTEV
Claritev — Churchill Capital Corp III — SPAC Merger (July 2020)
33 slides from Claritev's SPAC merger presentation, Jul 13, 2020
Slide 1: Churchill Capital Investor Presentation July 2020
CHURCHILL CAPITAL | Investor Presentation July 2020
Slide 2: Forward-Looking Statements
CHURCHILL CAPITAL Forward - Looking Statements This communication includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United Sta tes Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “will,” “continue,” “could,” “esti
Slide 3: MultiPlan / Churchill Senior Team
CHURCHILL CAPITAL Michael Klein Chairman & Chief Executive Officer CHURCHILL CAPITAL • Chairman of the Board of Directors of the Churchill Capital funds • Founder and managing partner of M. Klein and Company Mark Tabak Chairman & Chief Executive Officer • Healthcare Executive with 30 years of health
Slide 4: Who We Are
CHURCHILL CAPITAL $2.9 $8.9 Equity Value @ Acquisition Current Equity Value (7/10/20) $10.00 $17.45 $10.00 $12.29 $5.16 $27.45 Unit Price @ IPO (9/10/18) Stock Price Appreciation Warrant Value Total Return (7/10/20) Who We Are Source: FactSet. Note: Market data as of 7/10/20. (1) Returns calculated
Slide 5: A Leading Technology-Enabled Payment Processor Making Healthcare Affordable
CHURCHILL CAPITAL A Leading Technology - Enabled Payment Processor Making Healthcare Affordable 5 $106B Of charges processed $19B In annualized savings delivered to Customers 1.2M Providers under contract 700+ Payer Customers Empower our Customers to achieve fairness and efficiency in healthcare pay
Slide 6: MultiPlan's Journey from $1B Valuation to $11B and Beyond
CHURCHILL CAPITAL MultiPlan’s Journey from $1B Valuation to $11B and Beyond Source: MultiPlan financials. 6 • Largest Primary PPO network in US • Acquired in 2006 • PPO network management negotiation and out - of - network analytics • Acquired in 2010 • Cost - based healthcare reimbursement (incl. D
Slide 7: MultiPlan Investment Aligns with Churchill's Mission And Focus
CHURCHILL CAPITAL MultiPlan Investment Aligns with Churchill’s Mission And Focus Source: McKinsey and Churchill estimates. (1) Predominantly consumer opportunity. (2) Assumes no redemptions. (3) Refer to page 33 for reconciliation of non - GAAP financia l measures. (4) Based on Q1’20A LTM Adjusted E
Slide 8: Strategic Plan To Create Value For Investors
CHURCHILL CAPITAL $1.7B $1.0B $1.4B $1.9B 3/31/20A LTM 2025 LBO Case Strategic Plan 12.9x 15x 24x 15.4x 31x 31x Payer-Focused Healthcare IT Data Analytics and Value-Add Payment Processing $0.8B $1.1B $1.3B - $1.4B Strategic Plan To Create Value For Investors Source: FactSet. Market data as of 7/10/2
Slide 9: MultiPlan's Business Has Five Main Revenue Drivers
CHURCHILL CAPITAL MultiPlan’s Business Has Five Main Revenue Drivers Driver Description LTM 3/31/2020 1. Total claims # 2. Value per claim $ 3. Portion of claims with savings opportunity % 4. Savings opportunity % 5. MultiPlan’s share of savings % MultiPlan Revenues $ x x x x = Total number of claim
Slide 10: MultiPlan's Value-Add Payment Processing Tech Platform
CHURCHILL CAPITAL MultiPlan’s Value - Add Payment Processing Tech Platform (1) 2019 values. (2) LTM 3/31/2020. 10 MultiPlan’s technology, data, and analytics form a proprietary platform that delivers savings and recurring revenues for Payers. MultiPlan Has Broadened Its Platform’s Core Capabilities
Slide 11: Services Developed And Acquired Generate 69% Of Revenues
CHURCHILL CAPITAL $23.0 $51.7 $182.1 $323.7 2012 2014 2016 2019 $1.5 $47.4 $92.0 $106.9 2014 2016 2018 2019 Services Developed And Acquired Generate 69% Of Revenues And Growing 11 • Enhanced our capabilities, creating foundation of data analytics offering • Enabled MultiPlan to grow target market wi
Slide 12: Platform Enables Growth and Differentiated in Scalability, Security and Certification
CHURCHILL CAPITAL Platform Enables Growth and Differentiated in Scalability, Security and Certification 1 billion Claims currently housed on platform 3+ petabytes Total size of structured data and 12+ petabytes of total data including unstructured 75 % Excellent No Response Fair 0 % 22 % Poor Very g
Slide 13: Plan to Drive Growth and Create Value
CHURCHILL CAPITAL Plan to Drive Growth and Create Value
Slide 14: MultiPlan Operates in a Large and Growing Market
CHURCHILL CAPITAL MultiPlan Operates in a Large and Growing Market Source: Institute of Medicine, CMS. 14 ~$ 1.2 Trillion Total ~$400 Billion Unnecessary Services; Excessive Prices; Waste, Abuse and Fraud $27 $75 $255 $721 $1,369 $2,599 2019 2000 19 90 1960 19 70 1980 2010 $ 3,540 ~9% CAGR US Health
Slide 15: Merger with Churchill Unlocks Significant Strategic and Financial Flexibility
CHURCHILL CAPITAL Merger with Churchill Unlocks Significant Strategic and Financial Flexibility 15 TAM: $6 - 8B TAM: $10 - 13B TAM: $30 - 50B Improve Existing Product Offerings Targeting Payers Launch Additional Product Offerings Targeting Commercial and Government Payers Diversify Product and Custo
Slide 16: Strategic Plan to Double Revenues
CHURCHILL CAPITAL Strategic Plan to Double Revenues Source: McKinsey and Churchill estimates. 16 Enhance The Platform Extend The Platform Expand The Platform Revenue Potential $100 - 150M $300 - 500M $200 - 400M $600 - $1,150M Adj. EBITDA Potential $80 - 120M $200 - 350M $100 - 250M $380 - $720M Pat
Slide 17: Launching MultiPlan's Next Phase – Execution Roadmap
CHURCHILL CAPITAL Launching MultiPlan’s Next Phase – Execution Roadmap to Accelerate Growth and Efficiency 17 Efficiency Initiatives • Automate few remaining existing manual processes on the platform to further lower marginal cost • Leverage AI and machine learning to further lower costs • Focus ope
Slide 18: Potential Acquisitions to Drive and Accelerate Growth
CHURCHILL CAPITAL Potential Acquisitions to Drive and Accelerate Growth 18 Opportunities with Strategic Fit Alignment M&A Framework Strategic Fit • Business model alignment • Enhances competitive position • Provides future growth opportunities within existing verticals or new adjacencies that can le
Slide 19: Financial Overview and Value Creation
CHURCHILL CAPITAL Financial Overview and Value Creation
Slide 20: MultiPlan Financial Highlights
CHURCHILL CAPITAL MultiPlan Financial Highlights (1) Based on 2021E midpoint. • Attractive Business Model: Revenues directly aligned with Payers’ incentives (e.g. based on percentage of savings delivered to Customers) • Persistent and Recurring Revenue: MultiPlan’s solutions are integral to Payers’
Slide 21: MultiPlan Historical and Projected Financial Performance
CHURCHILL CAPITAL $1,085 $1,375 $1,655 $990 $1,125 $1,935 3/31/20A LTM 2021E MultiPlan Historical and Projected Financial Performance Source: FactSet. Market data as of 7/10/20. Note: Peer growth rates based on average 2020E - 2022E Revenue CAGR; peer margins and conversion based on average 2021E Ad
Slide 22: Transaction Summary and Timing
CHURCHILL CAPITAL (1) Valuation excludes impact of warrants, management options and founder shares subject to vesting. (2) Assumes no redemptio ns. (3) Refer to page 33 for reconciliation of non - GAAP financial measures. (4) 1/20th warrant to buy one share of common stock. 22 Transaction Summary an
Slide 23: MultiPlan Investment Highlights
CHURCHILL CAPITAL MultiPlan Investment Highlights 23 Industry Leading, Mission Critical Cost Management Solution Incorporating Comprehensive Claims Data, IP And Network Assets 2 Multi - Decade Deep Relationships With Top Payers In The U.S. Healthcare Industry 3 Unprecedented Management Track Record
Slide 24: Appendix
CHURCHILL CAPITAL Appendix
Slide 25: Attractive Entry Value
CHURCHILL CAPITAL 15.4x 24.0x 31.3x 49.7x 24.8x 27.8x 29.5x 31.4x 30.3x 31.3x 31.3x 35.4x 34.4x 44.7x 12.9x 15.1x 15.3x 21.2x 17.9x 19.5x 22.5x 22.9x 23.8x 24.5x 24.7x 25.6x 26.3x 32.7x Attractive Entry Value Source: FactSet. Market data as of 7/10/20. (1) Pro forma for Churchill transaction; 2021E
Slide 26: Sources and Uses and Day 1 Ownership
CHURCHILL CAPITAL Sources $ Equity Issued to Existing MultiPlan S/H $4,157 Churchill Cash-in-Trust 1,100 Common Equity PIPE Cash 1,300 Convertible Notes 1,300 Total Sources $7,857 Uses $ Common Equity Purchase Price $5,678 Pay Down Debt 1,179 Estimated Fees, Issuance & Other Expenses 141 Net Cash to
Slide 27: MultiPlan's Existing & Pro Forma Capital Structure
CHURCHILL CAPITAL MultiPlan’s Existing & Pro Forma Capital Structure 27 Pro Forma Cap Table (12/31/20E Balance Sheet Data (1) ; Pro Forma for Churchill Transaction) Pro Forma Net Leverage (Net Debt / Adj. EBITDA; 12/31/20E Balance Sheet Data (1) ) Source: MultiPlan financials, Churchill estimates, C
Slide 28: Leadership Team Biographies
CHURCHILL CAPITAL Leadership Team Biographies 28 Executive Industry Experience Years at MultiPlan Background Mark T abak Chairman and Chief Executive Officer 30+ years <20 years • Healthcare Executive with healthcare and managed care experience • Possesses over 30 years of healthcare and managed car
Slide 29: MultiPlan's Existing Sponsor: Hellman & Friedman
CHURCHILL CAPITAL MultiPlan’s Existing Sponsor: Hellman & Friedman 29 • Founded in 1984 • Current Fund (HFCP IX) = $16.5B • ~$50B of assets under management • Industry leading NPS with LPs (1) • Impressive Returns: 30% Gross IRR over 30 years (2) Portfolio of high - quality market leaders Take a lon
Slide 30: Common PIPE Term Sheet
CHURCHILL CAPITAL Common PIPE Term Sheet 30 Issuer Churchill Capital Corp III (“Churchill”) Security Common Stock Listing NYSE (CCXX) Aggregate Amount $1.3 billion Price $10.00 per share Use of Proceeds To fund a portion of the amount necessary to consummate the acquisition of MultiPlan , including
Slide 31: Convertible PIPE Term Sheet
CHURCHILL CAPITAL Convertible PIPE Term Sheet 31 Instrument Convertible Senior PIK Toggle Notes Issuer Churchill Capital Corp III Amount $1.3 billion Maturity 7 years, NC - 3 customary soft call Ranking Senior HoldCo Notes Coupon 6.00% / 7.00% cash / PIK at Issuer’s option Conversion Rights $13.00 c
Slide 32: Presentation of Certain Non-GAAP Financial Measures
CHURCHILL CAPITAL Presentation of Certain Non - GAAP Financial Measures EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Levered Free Cash Flow, and Levered Free Cash Flow Conversion, as presented, ar e examples of supplemental non - U.S. GAAP measures of MultiPlan’s performance. Adjusted EBITDA rep
Slide 33: Reconciliation of Non-GAAP Financials Measures
CHURCHILL CAPITAL YE 12/31 LTM 3/31 YE 12/31 2019A 2020A 2021E Revenue $982,901 $989,899 $1,085,000 - $1,125,000 Net income (loss) - GAAP $9,710 $23,474 Interest expense 376,346 367,262 Interest income (196) (234) Income tax provision (benefit) 799 6,515 Depreciation 55,807 56,769 Amortization of in