PONDER & CO.
BRENTWOOD, TN

Ponder & Co. is a leading financial advisory firm focused exclusively on the healthcare industry. We have been providing financial services for not-for-profit hospitals and healthcare systems for more than 40 years. With complete objectivity, we advise clients on the most suitable and prudent way to access capital. In addition, we provide unsurpassed market expertise in the analysis and application of interest rate swaps and other derivative products. We also provide Mergers & Acquisitions advisory services and we manage cash and fixed income investments. We believe no single professional can posess all the knowledge and experience clients require. That is why we believe in the team-of-experts concept. A senior officer in charge of each relationship. As unique needs arise, other specialists in our company can be called upon to provide clients with the benefit of their experience. Each of our staff specializes in one product or service: capital advisory, derivatives, mergers & acquisitions or investment management. As experts in their areas, they save our clients time and money while adding value to the process. 'Business as Usual' in FTC Hospital Deal Enforcement, Former Official Says Ponder & Co. actively assists in implementing strategic change for not-for-profit healthcare providers. Whether our clients are buying or selling a hospital or seeking to decide among strategic options, we have the experience and knowledge to provide guidance through the changing healthcare environment. The cornerstone of our business is providing experienced, knowledge-based advice to clients — free of conflicts. Ponder & Co. has extensive experience in structuring and implementing a transaction process to maximize successful outcomes for our clients. We advise on sell-side and buy-side transactions, asset sales for cash, non-cash mergers and joint ventures. Our professionals begin by listening, asking critical questions and exploring strategic alternatives before making recommendations. The ability to understand our clients and to represent them effectively and confidentially is essential to successful outcomes. As a specialist, employee-owned firm, Ponder & Co. provides independent advice, free from external conflicts. In our experience, we see that not-for-profit healthcare providers increasingly need to be concerned about liability, criticism by the media and intervention by state attorney generals who are seeking more open processes. As a result, transactions by not-for-profit facilities are now being conducted in a more competitive environment and controlled auction processes are becoming the industry norm. The increased acceptance and importance of these processes reinforces the need for skilled and experienced M&A professionals. Today, boards of directors and management teams face an increasingly complex and dynamic environment for healthcare services. Pressures on operating performance, such as access to capital, reimbursement and competitive and demographic changes in the marketplace combine to make a provider’s strategic options challenging. Ponder & Co. has the experience and knowledge to assist in systematically and objectively evaluating unique situations. Ponder’s strategic options assessment was created to provide our clients with a framework to help them get their arms around an ever-evolving healthcare marketplace. This service provides a comprehensive review of the hospitals performance as well as its position and outlook in its market. Ponder Investment Co. (PIC) focuses on creating customized investment solutions for each client. Instead of offering a set choice of fixed income investment products, we work with clients to determine their specific goals, objectives, constraints and liquidity preferences. It is from these critical discussions that we develop a unique investment program. Through ongoing, close communication with the client we are able to adjust the investment program should the needs of the client change. A higher-yielding alternative to money market funds with a target duration of three months. We seek to provide principal protection while enhancing return and providing daily liquidity. We manage both separate accounts and a trust vehicle, Ponder Enhanced Cash Trust (PECT), in this style. PECT’s inception date is September 30, 1997. Our team provides fixed income investment management solutions for healthcare institutions, universities and other not-for-profit institutions.