the final winning pitchbook v2-2

Strictly Confidential

Presentation to AMN Healthcare Services Discussion Materials | April 1, 2016


I. EVEREST CAPITAL DEAL TEAMII. EXECUTIVE SUMMARYIII. AMN HEALTHCARE OVERVIEWIV. HEALTHCARE SERVICES INDUSTRY OVERVIEWV. VALUATION ANALYSISVI. APPENDICES

Table Of Contents


I. EVEREST CAPITAL DEAL TEAM


Everest Capital Deal Team

| 1

• Indiana University• Kelley School of

Business | 2019• Majors: Finance &

Business Analytics

• Indiana University• Kelley School of Business

| 2019• Majors: Finance &

Accounting

• Indiana University• Kelley School of

Business | 2019• Majors: Finance &

Accounting

• Indiana University• Kelley School of Business |

2019• Major: Finance & Economic

Consulting

• Indiana University• Kelley School of Business

| 2019• Majors: Finance &

Accounting

Shrey PatelRohith Kolluri

Chad Bacon

Curran Aiyer

Vasisht Narayan


II. EXECUTIVE SUMMARY

| 2


Executive SummaryOverview

Current Positioning

Recommendation

Future Acquisitions

• The overall size of the global healthcare industry's market cap measures at approximately $432.7 Billion.• Despite falling rates in biotechnology and pharmaceuticals the industry has remained promising for potential

M&A transactions.

With nearly 30 years experience, AMN Healthcare as proven itself as a reliable player in the industry and a consistent competitor throughout corporate America.

AMN Healthcare also maintains relatively stable levels of revenue and monetary output at over a billion annually in corporate sales.

• Everest Capital suggests AMN acquire Cross Country healthcare with portions of equity as well as different debt structuring through a multitude of term loans.

• Administer synergies of strong customer base and domestic presence in continental America.• Utilize acquisition to advanced medical technology sector of the healthcare industry.

• Cross Country Healthcare offers multiple avenues to diversify performance in multiple sectors of the healthcare industry including healthcare facilities, distribution, and pharmaceuticals.

• After thorough valuation, Everest capital projects Cross Country stock performance to appreciate in coming years.

| 3


Revolver

• 0.6x• Paid off 2018

Term Loan A

• 0.9x• Paid off 2020

Term Loan B

• 0.6x• Paid off 2020

High Yield

• 0.5x• Paid off most likely 2021

15%Revolver

20%Term

Loan A13% Term

Loan B

5%High Yield

40%Equity

Revolver Term Loan A Term Loan BHigh Yield Common Equity

Anticipated Payment Schedule

Divisions of Debt Payment

Allocation of Funding

| 4


III. AMN HEALTHCARE OVERVIEW

| 5

AMN Strategic FocusConnection through Innovative Technology

Provides online services and tools, including VMS and scheduling technology that utilizes predictive analysis.

The Service Connection provides healthcare professionals the ability to track assignment information and complete key forms electronically.

With SaaS based scheduling technology, clients can plan their clinical workforce to cost-effectively handle patient demand.

M&A The company also makes selective acquisitions of

businesses, products, & technologies, generally focusing on small-to-medium sized transactions to provide ongoing growth opportunities.

AMN acquired Medfinders, a leading provider of clinical workforce Managed Service Providers.

AMN also acquired ShiftWise and Medefis and now offer a vendor neutral management system to efficiently manage their contingent staffing needs.

In 2015, AMN Healthcare invested heavily in their RPO service line, resulting in a year-over-year increase of over 200% in revenue generated within this service line.

“Recognized as the innovator and leader in providing healthcare workforce solutions”

Expanding Servicing and Products Consider the needs of the clients and healthcare professionals Ensure the alignment with the core expertise of recruitment,

credentialing and access to healthcare professionals Continue to improve, strengthen, and broaden the

relationships with clients Reduce the amount of exposure to economic cycles Enhance the long-term sustainable, differentiated business

model and make return on capital Expand the suite of offerings to include managed services

programs (MSPs) and recruitment process outsourcing (RPO) offerings to supplement our clinical staffing solutions

| 6

New York 0.16

California 0.11

Rest of U.S. 0.73

Texas 0.1

AMN Company Profile

AMN Healthcare provides healthcare workforce solutions and staffing services that help clients, clinicians and physicians deliver patient care.

AMN Healthcare was originally founded in 1985 in San Diego as a regional traveling nursing staffing company

Led by CEO Susan Salka, AMN has become known as innovator in healthcare workforce solutions and the largest and most diversified healthcare staffing company in the nation.

AMN generates all revenue in the U.S., with the largest percentages in Texas, California, and New York.

Organic growth of 26%

Adjusted EBITDA grew

81%

Susan Salka recognized as most admired

CEO

Business Description Key Data

Sources of RevenueOperating Revenue ($MM)

|7

Nurse and Allied

Healthcare Staffing 0.7

Physician Permanent Placement Services

0.04

Surgical Specialties

0.26

Enterprise Value $1.76B

Sales $1.46B

Net Income $81.89M

Price (3/30/2016) $33.75

Volume (3/30/2016) 1,204,841

52 Week Range $21.24 - $37.47

2013 2014 2015 2016E 2017E0

20000

40000

60000

80000

100000

120000

140000

160000

180000

Cross Country Company Profile

Cross Country Healthcare delivers patient care to healthcare facilities through cross-functional groups that work together to form smaller individual business units.

Cross Country Healthcare became first public company to receive Joint Commission Certification through its Health Care Staffing Services Certification Program.

Cross Country Healthcare was originally founded in 1985 in Boca Raton, FL as a regional traveling nursing staffing company.

Consolidated revenue grew

by 24%

Now has locations in

the Caribbean

Lots of progress made in

second full year of

turnaround plan

Business Description Key Data

Sources of RevenueOperating Revenue ($MM)

| 8

Other Human Capital

Manage-ment

Services 20%

Nurse and Allied

Staffing 32%

Physician Staffing Segment

48%

Enterprise Value $413.23M

Sales $762.41M

Net Income $-9.70M

Price (3/30/2016) $11.74

Volume (3/30/2016) 681,515

52 Week Range $9.72 – 18.76

2013 2014 2015 2016E 2017E0

5000

10000

15000

20000

25000


IV. HEALTHCARE INDUSTRY OVERVIEW

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Healthcare Services Industry OverviewIndustry Trends

Industry OutlookHealthcare Expenditures S&P 500 vs. S&P Healthcare

Increase in social media use in order to connect and engage prospects

The supply of healthcare providers will decrease as the increase in Baby Boomers over age 60 increases

Industry profit expected to rise from 4.9% to 5.6% by 2020

Emerging emphasis on mobile application Expected to grow at a higher rate than the

economy

The industry will benefit from healthcare changes enacted under the Patient Protection and the Affordable Care Act

An aging population will cause a spike in demand for healthcare workers

The industry will also benefit from a physician shortage, hospitals are expected to turn to healthcare staff recruitment agencies

Shortage of qualified professionals will allow industry operators to increase their rates

| 10

Revenue Growth

2006

2008

2010

2012

2014

2016

(proj)

2018

(proj)

2020

(proj)

$0

$5,000

$10,000

$15,000

$20,000

-30.00%-20.00%-10.00%0.00%10.00%20.00%

Revenue

Reve

nue

in M

illio

ns

Grow

th


V. VALUATION ANALYSIS

| 11


11x to 13x$41.19 to $47.67

8.73x to 10.73x$28.31 to $34.79

1.8%-2.6% Growth $34.77 to $41.67

Precedent Transaction

Comparable Companies

Discounted Cash Flows

| 12

Football Field Analysis: AMN Healthcare Inc.

LTM EBITDA Multiple

Purchase price range of $34.75 to $41.00


| 13

Football Field Analysis: Cross Country Healthcare Inc.

9x to 11x$9.66 to $11.84

17.6x to 19.6x$10.1 to $11.26

17.7x to 19.7x$10.26 to $11.41

LTM EBITDA Multiple

Purchase price range of $11.8 to $13.20

Leverage Buyout

Precedent Transactions

Comparable Companies

1.8%-2.6% Growth$13.26 to $14.77

Discounted Cash Flows


VI. APPENDIX

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| 15

Appendix 1: Precedent Transactions Analysis


| 16

Appendix 2: Comparable Companies Analysis

Strictly ConfidentialAppendix 3: Discounted Cash Flow Analysis

| 17


| 18

Appendix 4: Precedent Transactions Analysis


| 19

Appendix 5: Comparable Companies Analysis

Strictly ConfidentialAppendix 6: Discounted Cash Flow Analysis

| 20

Strictly ConfidentialAppendix 7: Leverage Buyout

| 21

Strictly ConfidentialAppendix 8: Debt and Interest Schedule

| 22

Strictly ConfidentialAppendix 9:Merger Model

| 23

the final winning pitchbook v2-2

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