Market Overview

Envision Healthcare to be Acquired by KKR for $46.00 Per Share in All-Cash Transaction


Sale Follows Comprehensive Review of Strategic Alternatives

32% Premium to VWAP from Announcement of Review of Strategic

Represents Enterprise Value of $9.9 Billion

Envision Healthcare Corporation ("Envision" or the "Company") (NYSE: EVHC) today announced it has entered into a definitive agreement to be
acquired by global investment firm KKR in an all-cash transaction for
approximately $9.9 billion, including the assumption or repayment of
debt. Under the terms of the agreement, which has been unanimously
approved by Envision's Board of Directors (the "Board"), KKR will
acquire all of the outstanding shares of Envision's common stock for
$46.00 per share in cash, representing a 32% premium to Envision's
volume-weighted average share price (VWAP) from November 1, 2017, the
day immediately following the Company's first announcement that it was
reviewing strategic alternatives. The transaction price represents a
multiple of 10.9x trailing 12 months Adjusted EBITDA and 10.1x 2018
anticipated Adjusted EBITDA.1

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The agreement represents the culmination of the Board's comprehensive
review of strategic alternatives to enhance shareholder value. During
the last seven months, the Board, with the assistance of three
independent financial advisors and legal counsel, examined a full range
of options to generate shareholder value, including capital structure
alternatives, potential acquisitions, portfolio optimization, a
potential sale of the whole company, and continued operation as a
standalone business. The Board oversaw an extensive process that
involved outreach to 25 potential buyers, including financial sponsors
and strategic entities, and invited proposals for all or parts of the
business. After consideration of the opportunities, risks and
uncertainties facing the Company and the broader sector, as well as the
alternatives available to the Company, the Board determined that the KKR
proposal presented the best opportunity to maximize value for

James D. Shelton, Envision's Lead Independent Director, commented,
"After conducting a robust review of the business and competitive
landscape, the Company's opportunities and challenges, and the strategic
and financial alternatives available to the Company, the Board
unanimously believes that this transaction will deliver the most value
to Envision's shareholders."

Christopher A. Holden, Envision's President, Chief Executive Officer and
Director, added, "Envision's leadership team – including both the Board
and management – have been singularly focused on driving value for our
shareholders and have taken decisive action in furtherance of that goal,
including the implementation of a comprehensive operational improvement
plan and a robust review of strategic alternatives. Today's announcement
reflects the extensive efforts by our team to explore all opportunities
to deliver value for our shareholders."

"Envision is a leading provider of physician-led services in a health
care system in which physician-patient interactions have a pronounced
impact on nearly all health care decisions. Envision has a very strong
reputation for delivering high-quality, patient-focused care through its
network of 25,000 clinical professionals at thousands of hospitals,
surgery centers and alternate sites of care across the country," said
Jim Momtazee, Head of KKR's Health Care investment team. "We are excited
to partner with the outstanding team led by Chris Holden to help build
upon the strong foundation in place and accelerate Envision's growth
going forward."

The completion of the transaction, which is targeted for the fourth
quarter of 2018, is subject to customary closing conditions and
regulatory approvals. Envision intends to present the proposed
transaction to its shareholders for approval at the Company's 2018
Annual Meeting, which will be scheduled as soon as practicable following
the filing and review of proxy materials. The Company intends to hold
its Annual Meeting no later than October 1, 2018. Upon the completion of
the transaction, Envision will become a private company, and its common
stock will no longer be traded on the New York Stock Exchange.

KKR will be making the investment primarily from its KKR Americas Fund

J.P. Morgan Securities LLC, Evercore and Guggenheim Securities LLC are
serving as financial advisors and Wachtell, Lipton, Rosen & Katz and
Bass, Berry & Sims are serving as legal counsel to Envision. Simpson
Thacher & Bartlett LLP is acting as legal counsel to KKR. Fully
committed debt financing for the transaction will be provided by
Citigroup Global Markets, Credit Suisse, Morgan Stanley, Barclays,
Goldman Sachs, Jefferies, UBS Investment Bank, RBC Capital Markets,
HSBC, Mizuho, and KKR Capital Markets.

About Envision Healthcare Corporation

Envision Healthcare Corporation is a leading provider of physician-led
services and post-acute care, and ambulatory surgery services. At March
31, 2018, we delivered physician services, primarily in the areas of
emergency department and hospitalist services, anesthesiology services,
radiology/tele-radiology services, and children's services to more than
1,800 clinical departments in healthcare facilities in 45 states and the
District of Columbia. Post-acute care is delivered through an array of
clinical professionals and integrated technologies which, when combined,
contribute to efficient and effective population health management
strategies. The Company owns and operates 261 surgery centers and one
surgical hospital in 35 states and the District of Columbia, with
medical specialties ranging from gastroenterology to ophthalmology and
orthopedics. In total, the Company offers a differentiated suite of
clinical solutions on a national scale, creating value for health
systems, payors, providers and patients. For additional information,

About KKR

KKR is a leading global investment firm that manages multiple
alternative asset classes, including private equity, growth equity,
energy, infrastructure, real estate and credit, with strategic manager
partnerships that manage hedge funds. KKR aims to generate attractive
investment returns for its fund investors by following a patient and
disciplined investment approach, employing world-class people, and
driving growth and value creation with KKR portfolio companies. KKR
invests its own capital alongside the capital it manages for fund
investors and provides financing solutions and investment opportunities
through its capital markets business. References to KKR's investments
may include the activities of its sponsored funds. For additional
information about KKR & Co. L.P. (NYSE:KKR), please visit KKR's website
and on Twitter @KKR_Co.

Additional Information and Where to Find It

This communication relates to the proposed merger transaction involving
the Company. In connection with the proposed merger, the Company will
file relevant materials with the U.S. Securities and Exchange Commission
(the "SEC"), including the Company's proxy statement on Schedule 14A and
accompanying definitive WHITE proxy card (the "Proxy Statement"). This
communication is not a substitute for the Proxy Statement or any other
document that the Company may file with the SEC or send to its
stockholders in connection with the proposed merger. BEFORE MAKING ANY
holders will be able to obtain the documents (when available) free of
charge at the SEC's website,,
and the Company's website,

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Company
common stock in respect of the proposed transaction. Information about
the directors and executive officers of the Company is set forth in the
Company's Annual Report on Form 10-K for the year ended December 31,
2017, filed with the SEC on March 1, 2018, as amended by the Company's
Annual Report on Form 10-K/A filed with the SEC on April 30, 2018. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the Proxy Statement and other
relevant materials to be filed with the SEC in respect of the proposed

Forward-Looking Statements

Certain statements and information in this communication may be deemed
to be "forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may include, but are not limited to, statements relating to
the proposed transaction, the Company's financial and operating
objectives, plans and strategies, industry trends, and all statements
(other than statements of historical fact) that address activities,
events or developments that the Company intends, expects, projects,
believes or anticipates will or may occur in the future. These
statements are often characterized by terminology such as "believe,"
"hope," "may," "anticipate," "should," "intend," "plan," "will,"
"expect," "estimate," "project," "positioned," "strategy" and similar
expressions, and are based on assumptions and assessments made by the
Company's management in light of their experience and their perception
of historical trends, current conditions, expected future developments,
and other factors they believe to be appropriate. Any forward-looking
statements in this communication are made as of the date hereof, and the
Company undertakes no duty to update or revise any such statements,
whether as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future performance.
Whether actual results will conform to expectations and predictions is
subject to known and unknown risks and uncertainties, including: (i)
risks and uncertainties discussed in the reports and other documents
that the Company files with the SEC; (ii) risks related to the
occurrence of any event, change or other circumstance that could give
rise to the termination of the merger agreement; (iii) the failure to
obtain Company stockholder approval of the transaction or required
regulatory approvals or the failure to satisfy any of the other
conditions to the completion of the transaction; (iv) the effect of the
announcement of the transaction on the ability of the Company to retain
and hire key personnel and maintain relationships with its customers,
suppliers, partners and others with whom it does business, or on its
operating results and businesses generally; (v) risks associated with
the disruption of management's attention from ongoing business
operations due to the transaction; (vi) the ability to meet expectations
regarding the timing and completion of the transaction; (vii) general
economic, market, or business conditions; (viii) the impact of
legislative or regulatory changes, such as changes to the Patient
Protection and Affordable Care Act, as amended by the Health Care and
Education Reconciliation Act of 2010; (ix) changes in governmental
reimbursement programs; (x) decreases in revenue and profit margin under
fee-for-service contracts due to changes in volume, payor mix and
reimbursement rates; (xi) the loss of existing contracts; and (xii)
other circumstances beyond the Company's control.

1 As of 3/31/2018. 2018E EBITDA multiple based on midpoint of
Company guidance

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