You are cordially invited to attend a special meeting of the stockholders (the “Special Meeting”) of American Renal Associates Holdings, Inc., a Delaware corporation (“ARA,” the “Company,” “we,” “us” or “our”), to be held on     , at    , Eastern Time. The Special Meeting will be a completely virtual meeting of stockholders conducted solely online via live webcast. If you plan to attend the Special Meeting, please follow the instructions in the “General Information” section of the accompanying proxy statement (the “Proxy Statement”). The Proxy Statement is dated     , 2020 and, together with the enclosed form of proxy card, is first being sent or provided to stockholders of the Company on or about     , 2020.

On October 1, 2020, we entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with IRC Superman Midco, LLC, a Delaware limited liability company (“IRC”) and an affiliate of Nautic Partners, LLC, and Superman Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of IRC (“Merger Sub”). The Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into ARA, with ARA surviving as a wholly owned subsidiary of IRC (the “Merger”).

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “Merger Proposal”). The affirmative vote of the holders of a majority of the shares of ARA common stock outstanding and entitled to vote as of the close of business on     , the record date for the determination of stockholders entitled to vote at the Special Meeting (the “Record Date”), is required to approve the Merger Proposal.

At the Special Meeting, you will also be asked to consider and vote on a proposal to approve the continuation, postponement or adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

If the Merger is consummated, you will be entitled to receive $11.50 in cash (the “Per Share Merger Consideration”), without interest and less any applicable withholding taxes, for each share of ARA common stock that you own (unless you do not vote in favor of the Merger Proposal and you are entitled to demand and have properly made a demand for appraisal and do not thereafter fail to perfect, or do not effectively withdraw, or otherwise lose, your right to appraisal under Delaware law with respect to such shares). The Per Share Merger Consideration represents a premium of approximately 66% over the ARA common stock closing price of $6.92 per share on October 1, 2020, the last trading day before the public announcement that ARA entered into the Merger Agreement.

The Board of Directors of ARA (the “Board”) has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of ARA and its stockholders and has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board unanimously recommends that ARA stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that ARA stockholders vote “FOR” the Adjournment Proposal.

On October 1, 2020, Centerbridge Capital Partners, L.P. and certain of its affiliates (collectively, the “Centerbridge Stockholders”), which together represent ownership of approximately 51% of the outstanding shares of ARA common stock, entered into a voting and support agreement with IRC pursuant to which, among other things and subject to the terms and conditions therein, the Centerbridge Stockholders agreed to vote their shares of ARA common stock in favor of the Merger Proposal and the Adjournment Proposal.

The Notice of Special Meeting and Proxy Statement on the following pages further describe the matters to be presented at the Special Meeting and provide details regarding how to attend the meeting online. We encourage you to read the Proxy Statement and its appendices, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about ARA from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions on how to vote your shares are included in the Proxy Statement and proxy card. If you decide to attend the Special Meeting, you will be able to vote online at the Special Meeting even if you have previously submitted your proxy, as your proxy is revocable at your option.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The special meeting of the stockholders (the “Special Meeting”) of American Renal Associates Holdings, Inc., a Delaware corporation (“ARA,” the “Company,” “we,” “us” or “our”), will be held at   , Eastern Time, on    , for the following purposes:

In addition, we will consider the transaction of any other business properly brought at the Special Meeting or any adjournment or postponement thereof.

The Special Meeting will be held solely in a virtual meeting format online at    . If you plan to attend the Special Meeting, please follow the instructions in the “General Information” section of the attached proxy statement (the “Proxy Statement”). The Special Meeting may be continued, postponed or adjourned from time to time without notice other than by announcement at the Special Meeting. Any action on the items of business described above may be considered at the Special Meeting at the time and on the date specified above or at any time and date to which the Special Meeting may be properly continued, adjourned or postponed. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at 500 Cummings Center, Suite 6550, Beverly, Massachusetts 01915, during regular business hours for a period of at least 10 days before the Special Meeting and will be available on the meeting website at     during the Special Meeting.

Only holders of record of our common stock, par value $0.01 per share (“Common Stock”), at the close of business on     (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any continuation, postponement or adjournment of the Special Meeting. To ensure your shares are voted, you may submit your vote over the Internet, by telephone or by completing, signing and returning a proxy card. Voting procedures are described in the “Proxy Voting Methods” section below.

Your vote is very important, regardless of the number of shares of Common Stock that you own. Whether or not you plan to attend the Special Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet as described in the Proxy Statement, or you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Special Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares online at the Special Meeting if you desire to do so, as your proxy is revocable at your option.

The Proxy Statement contains, among other things, detailed information about the Merger Proposal and the Adjournment Proposal. We encourage you to read the Proxy Statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety.

The affirmative vote of the holders of a majority of all of the outstanding shares of our Common Stock entitled to vote as of the close of business on the Record Date is required to approve the Merger Proposal. The affirmative

vote of the holders of a majority of the voting power of the shares of our Common Stock present in person or represented by proxy and entitled to vote is required to approve the Adjournment Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares of Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal but will not have an effect on the outcome of the vote on the Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” each of the Merger Proposal and the Adjournment Proposal.

The holders of record of a majority of the voting power of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting must be present in person or represented by proxy to constitute a quorum for the Special Meeting. Abstentions, if any, will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank or nominee receives no instructions regarding how to vote on any of the proposals before the Special Meeting will not be counted as present at the Special Meeting for quorum purposes. Shares held in “street name” for which the applicable broker, bank or nominee receives instructions regarding how to vote on one but not all of the proposals before the Special Meeting will be counted as present at the Special Meeting for quorum purposes.

Stockholders who do not vote in favor of the Merger Proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the fair value of their shares of Common Stock, as determined in accordance with Section 262 of the DGCL. In addition to not voting in favor of the Merger Proposal, any stockholder wishing to exercise its appraisal rights must deliver a written demand for appraisal to ARA before the vote on the Merger Proposal and must comply in all respects with the requirements of Section 262 of the DGCL.

You may revoke your proxy at any time before the vote at the Special Meeting by following the procedures outlined in the accompanying proxy statement.

If, at the close of business on the Record Date, you were a stockholder of record, you may grant a proxy to vote your shares over the Internet, by telephone or by mail, as described in detail below, or you may attend the Special Meeting and vote your shares.

If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or other nominee for voting instructions, or you may attend the Special Meeting and vote your shares. Please refer to the “General Information” section of this Proxy Statement for information regarding how to attend the Special Meeting and vote your shares.

To vote by proxy if you are a stockholder of record:

This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire Proxy Statement and its appendices, including the Merger Agreement, before voting. Except where the context requires otherwise, references to “ARA,” “we,” “us,” “our” and similar terms refer to American Renal Associates Holdings, Inc.

Even if you currently plan to attend the Special Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Submitting your proxy via Internet, telephone or mail does not affect your right to vote at the Special Meeting.

If, at the close of business on the Record Date, you were a stockholder of record, you may grant a proxy to vote your shares over the Internet, by telephone or by mail, as described in detail below, or you may attend the Special Meeting and vote your shares.

If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or other nominee for voting instructions, or you may attend the Special Meeting and vote your shares. Please refer to the “General Information” section of this Proxy Statement for information regarding how to attend the Special Meeting and vote your shares.

We are asking stockholders to consider and vote on a proposal to adopt the Merger Agreement, and approve the transactions contemplated thereby, including the merger of Merger Sub with and into ARA, with ARA surviving as a wholly owned subsidiary of IRC.

We are asking stockholders to consider and vote on a proposal to approve the continuation, postponement or adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

On October 1, 2020, ARA entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), by and among ARA, IRC Superman Midco, LLC, a Delaware limited liability company (“IRC”) and an affiliate of Nautic Partners, LLC, and Superman Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of IRC (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into ARA, with ARA surviving as a wholly owned subsidiary of IRC (such merger, the “Merger”).

We are providing this proxy statement (this “Proxy Statement”) to you in connection with the solicitation by ARA’s board of directors (the “Board” or “Board of Directors”) of proxies to be voted at our Special Meeting of Stockholders to be held on     (the “Special Meeting”) in a virtual meeting format online at     and at any postponements or adjournments of the Special Meeting. ARA is holding the Special Meeting in order to obtain stockholder approval of the Merger Proposal and the Adjournment Proposal (each as defined below). We cannot complete the Merger and the other transactions contemplated by the Merger Agreement unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the shares of our Common Stock outstanding and entitled to vote as of the close of business on the Record Date.

This Proxy Statement includes important information about the Merger and the Special Meeting. ARA stockholders should read this information carefully and in its entirety. A copy of the Merger Agreement is attached as Appendix A to this Proxy Statement.

We mailed to each stockholder entitled to vote at the Special Meeting this Proxy Statement and a proxy card in paper format.

There are two proposals scheduled to be voted on at the Special Meeting:

The proposed transaction is the acquisition of ARA by IRC through the merger of Merger Sub with and into ARA, with ARA surviving as a wholly owned subsidiary of IRC. Following the date and time the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or at such later date and time as ARA and IRC may agree and specify in the certificate of merger) (the “Effective Time”), ARA will be privately held as a wholly owned subsidiary of IRC. If the Merger is consummated, each share of our Common Stock (other than shares owned by stockholders who did not vote in favor of the Merger Proposal and who are entitled to demand and have properly made a demand for appraisal and do not thereafter fail to perfect, or do not effectively withdraw, or otherwise lose, their appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (“Dissenting Shares”)) will automatically be cancelled and you will not own any shares of the capital stock of the surviving corporation or IRC.

Upon consummation of the Merger, you will be entitled to receive $11.50 in cash (the “Per Share Merger Consideration”), without interest and less any applicable withholding taxes, for each share of our Common Stock that you own, unless you do not vote in favor of the Merger Proposal and you are entitled to demand and have properly made a demand for appraisal and do not thereafter fail to perfect, or do not effectively withdraw, or otherwise lose, your right to appraisal in accordance with Section 262 of the DGCL with respect to such shares. You will not be entitled to receive shares in the surviving corporation or in IRC as a result of the Merger.

The Per Share Merger Consideration represents a premium of approximately 66% over the closing price of our Common Stock on the New York Stock Exchange of $6.92 per share on October 1, 2020, the last trading day before the public announcement that ARA entered into the Merger Agreement. On    , the last practicable day before the printing of this Proxy Statement, the closing price of our Common Stock on the New York Stock Exchange was $     per share. You are encouraged to obtain current market quotations for our Common Stock.

In reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and to recommend our stockholders approve the Merger Proposal and the Adjournment Proposal, the Board consulted with our management, as well as our legal and financial advisors, and considered the terms of the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, as well as other alternatives. For a more detailed description of these factors, see the section entitled “The Merger—Recommendation of the Board and Reasons for the Merger” of this Proxy Statement.

Only stockholders as of the close of business on      (the “Record Date”) may vote at the Special Meeting. As of the Record Date, there were      shares of our Common Stock outstanding and entitled to vote.

If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare Ltd. (“Computershare”), then you are a stockholder of record (also known as a “record holder”). As a stockholder

of record, you may attend and vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to fill out and return the enclosed proxy card, or vote by proxy over the telephone or on the Internet as instructed below, to ensure your vote is counted.

If on the Record Date your shares were not registered directly in your name with Computershare but instead held by broker, bank or other nominee, then you are the beneficial owner of shares held in “street name”. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not attend the meeting or vote your shares during the meeting unless you request and obtain a “legal proxy” from your broker, bank or other nominee as described under “How do I attend and vote at the Special Meeting?”

On each matter, you have one vote for each share of our Common Stock you owned as of the Record Date.

No. Because any shares of Common Stock you may hold in “street name” will be deemed to be held by a different stockholder than any shares of Common Stock you hold as the stockholder of record, any shares of Common Stock held in “street name” will not be combined for voting purposes with shares of Common Stock you hold as the stockholder of record. Similarly, if you own shares of Common Stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of Common Stock because they are held in a different form of record ownership. Shares of Common Stock held by a corporation or business entity must be voted by an authorized officer of the entity. Shares of Common Stock held in an individual retirement account must be voted under the rules governing the account.

Not without your direction. Your broker, bank or other nominee is only permitted to vote your shares of Common Stock on “non-routine” proposals if you instruct such nominee on how to vote. Under applicable stock exchange rules, brokers, trustees or other nominees only have the discretion to vote your shares on routine matters if you do not instruct such nominee on how to vote your shares with respect to such matters. Each of the proposals in this Proxy Statement are non-routine matters, and therefore brokers, trustees and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

You should follow the procedures provided by your broker, bank or other nominee to instruct them, as applicable, to vote your shares of Common Stock. Without such instructions your shares will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have an effect on the Adjournment Proposal.

We plan to announce preliminary voting results at the Special Meeting, and we will report final results in a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (“SEC”) shortly after the Special Meeting. All reports that we file with the SEC are publicly available when filed. See the section entitled “Where You Can Find More Information” of this Proxy Statement.

The holders of record of a majority of the voting power of the issued and outstanding shares entitled to vote at the Special Meeting must be present in person or represented by proxy to constitute a quorum for the Special Meeting. In accordance with Delaware law, the Board has authorized that the Special Meeting be held solely in virtual meeting

format, and accordingly, stockholders and proxy holders virtually attending the Special Meeting are deemed present in person for purposes of determining the presence of a quorum. Abstentions are considered as present for the purpose of determining the presence of a quorum. If you hold your shares in “street name” and you fail to provide your broker, bank or nominee with instructions how to vote on any of the proposals before the Special Meeting, your shares will not be present at the Special Meeting for quorum purposes. If you provide your broker with instructions how to vote on one but not all of the proposals before the Special Meeting, your shares will be present at the Special Meeting for quorum purposes.

The affirmative vote of the holders of a majority of the shares of our Common Stock outstanding and entitled to vote as of the close of business on the Record Date is required to approve the Merger Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares of our Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Pursuant to a voting and support agreement entered into on October 1, 2020 with IRC (the “Voting Agreement”), the Centerbridge Stockholders agreed, among other things and subject to certain terms and conditions, to vote a total of 17,615,836 shares of our Common Stock, or approximately 51% of the outstanding shares of our Common Stock entitled to vote at the Special Meeting, “FOR” the Merger Proposal and the Adjournment Proposal and against any alternative proposal (including any Acquisition Proposal, as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation of Other Proposals; Change of Recommendation” of this Proxy Statement, below) or any other action, agreement or transaction intended to impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or the performance of such stockholders under the Voting Agreement.

The Voting Agreement will terminate upon the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the amending of the Merger Agreement without the prior consent of the Centerbridge Stockholders in a manner that (a) decreases the Per Share Merger Consideration, (b) changes the form of consideration payable under the Merger Agreement to the Centerbridge Stockholders, (c) imposes any additional material restrictions on or additional conditions on the payment of the Per Share Merger Consideration to ARA’s stockholders, (d) imposes any additional material restrictions or obligations on the Centerbridge Stockholders, or (e) otherwise materially and adversely affects the Centerbridge Stockholders, (iv) the Centerbridge Stockholders and IRC mutually agreeing to such termination, (v) the conclusion of the vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby and the shares held by the Centerbridge Stockholders having been voted as specified therein, or (vi) a Change of Recommendation (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation of Other Proposals; Change of Recommendation” of this Proxy Statement, below).

The affirmative vote of the holders of a majority of the voting power of the shares of our Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting is required to approve the Adjournment Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will not have an effect on the Adjournment Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will not have an effect on the Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” each of the Merger Proposal and the Adjournment Proposal.

A broker non-vote occurs when shares held through a broker are voted on certain proposals but are not voted on other proposals because the broker (i) has not received voting instructions from the stockholder who beneficially owns the shares and (ii) lacks the authority to vote the shares at the broker’s discretion on such proposals. Under New York Stock Exchange rules, the Merger Proposal and the Adjournment Proposal are considered to be non-routine matters, and brokers will lack the authority to vote uninstructed shares at their discretion on such proposals. Accordingly, we do not expect any broker non-votes at the Special Meeting. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have an effect on the Adjournment Proposal.

For both the Merger Proposal and the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as a vote “AGAINST” each of the Merger Proposal and the Adjournment Proposal. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have an effect on the Adjournment Proposal.

If you complete and submit your proxy card, the individuals named as proxies will follow your instructions. If you are a stockholder of record and you submit your proxy card but do not direct how to vote on each proposal, the individuals named as proxies will vote as the Board recommends on each proposal. The individuals named as proxies will vote on any other matters properly presented at the Special Meeting in accordance with their best judgment.

The Board recommends that you vote your shares:

Representatives of Computershare will tabulate the votes and act as inspectors of election.

After consideration of the appropriate format of our Special Meeting, the Board chose a virtual meeting format for the Special Meeting in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Special Meeting from any geographic location, using any convenient Internet-connected devices, be it a phone, tablet or computer. We will be able to engage with all stockholders as opposed to just those who can afford to travel to Beverly, Massachusetts to attend an in-person meeting. During the current outbreak of the novel coronavirus (COVID-19), a virtual meeting reduces the costs and health risks associated with holding an in-person meeting and prioritizes the health and well-being of employees, stockholders and other community members.

Stockholders of record at the close of business on the Record Date will be able to attend the Special Meeting, vote, and submit questions during the Special Meeting by visiting     at the meeting date and time. We encourage you to access the Special Meeting prior to the start time. Online access will begin at     , Eastern Time. The two items of information needed to access the Special Meeting from the website are the following:

Username: the     control number located in the shaded bar on the proxy card

Meeting password:     

Please have the proxy card in hand when you access the website and then follow the instructions. If you are a stockholder of record, you are already registered for the virtual meeting. If you hold your shares beneficially in street name, you must register in advance to attend the virtual meeting, vote and submit questions. To register in advance you must obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare. Requests for registration should be directed to:

Requests for registration must be labeled as “Legal Proxy” and be received no later than    , Eastern Time, on     . Even if you plan to attend the Special Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Stockholders of record and beneficial owners who duly registered to attend the Special Meeting will be able to vote their shares and submit questions at any time during the virtual meeting by following the instructions on the website above.

If you have technical difficulties or trouble accessing the virtual meeting at any time after online access commences at    , Eastern Time, on the date of the Special Meeting, please access the support link provided on the website.

If you are a stockholder of record, you may authorize a proxy to vote on your behalf at the Special Meeting. Specifically, you may authorize a proxy:

If you are a beneficial owner of shares registered in the name of your broker, bank or similar organization, you should have received voting instructions from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with this Proxy Statement, or contact your broker, bank or other nominee to request a proxy form.

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each proxy card you receive.

Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If your shares are held by your broker, bank or similar organization, please refer to information from that organization on how to revoke or submit new voting instructions.

Please note that if you want to revoke your proxy by mailing a new proxy card to ARA or by sending a written notice of revocation to ARA, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by ARA before the Special Meeting. Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the Special Meeting and, in the case of Internet or telephonic voting instructions, must be received before    . Eastern Time on    .

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Special Meeting other than the Merger Proposal and the Adjournment Proposal. If other matters are properly presented at the Special Meeting for consideration and you are a stockholder of record and have voted by Internet, telephone or mail, the named proxies will have the discretion to vote on those matters for you.

ARA will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees (for no additional compensation) in person or by telephone, e-mail or other means of communication. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

The required vote to approve the Merger Proposal is based on the total number of shares of Common Stock outstanding and entitled to vote as of the close of business on the Record Date, not just the shares that are voted at the Special Meeting. If you do not vote, it will have the same effect as a vote “AGAINST” the Merger Proposal.

The required vote to approve the Adjournment Proposal is based on the total number of shares that are present in person or represented by proxy and entitled to vote at the Special Meeting. As a result, if a quorum is otherwise present but you are not present in person or represented by proxy and do not vote, it will not have an effect on the Adjournment Proposal.

If you hold shares as the stockholder of record, your vote must be received before the polls close during the Special Meeting. Internet and telephone voting by proxy will close at    , Eastern Time, on    , the day before the Special Meeting.

If you are the beneficial owner of shares held through a broker, bank or other nominee, please follow the voting instructions provided by your broker, trustee or nominee.

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Common Stock is called a “proxy card.”

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, known as your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process, or when filling out your proxy card, you may specify whether your shares should be voted “FOR” or “AGAINST” or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly submit a proxy but do not indicate how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” each of the Merger Proposal and the Adjournment Proposal, in accordance with the recommendations of the Board.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within ARA or to third parties, except: (i) as necessary to meet applicable legal requirements; (ii) to allow for the tabulation of votes and certification of the votes; and (iii) to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy card, which are then forwarded to management.

If you properly submit a proxy but do not indicate how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” each of the Merger Proposal and the Adjournment Proposal, in accordance with the recommendations of the Board.

If you sell or transfer your shares of our Common Stock before the consummation of the Merger, you will have transferred your right to receive the Per Share Merger Consideration, without interest and less any applicable withholding taxes, in the Merger. You will also lose the right to demand appraisal in connection with the Merger. In order to receive the Per Share Merger Consideration, without interest and less any applicable withholding taxes, you must hold your shares of our Common Stock through consummation of the Merger.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your shares of Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies ARA in writing of such special arrangements, you will transfer the right to receive the Per Share Merger Consideration, without interest and less any applicable withholding taxes, if the Merger is consummated, to the person to whom you sell or transfer your shares of our Common Stock, but you will have retained your right to vote these shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Common Stock after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or vote your shares via the Internet or telephone.

We currently anticipate that the Merger will be consummated in the first quarter of 2021, assuming satisfaction or waiver of all of the conditions to the Merger. However, because the Merger is subject to certain conditions, it is possible that factors outside the control of ARA and IRC could result in the Merger being consummated at a later time or not at all.

We are currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and our Common Stock is listed on New York Stock Exchange under the symbol “ARA”. If the Merger is consummated, ARA will cease to be a publicly traded company and will become a wholly owned subsidiary of IRC, and our Common Stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

If the Merger Proposal is not approved by our stockholders or if the Merger is not consummated for any other reason, ARA stockholders will retain their shares of our Common Stock and will not receive any payment for such shares. Instead, ARA will remain a publicly traded company, our Common Stock will continue to be listed and traded on the New York Stock Exchange, and we will continue to be registered under the Exchange Act and file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of our Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Under specified circumstances, we may be required to pay IRC a termination fee, or may be entitled to receive a reverse termination fee from IRC, upon the termination of the Merger Agreement as described in the section entitled “The Merger Agreement—Termination Fees” of this Proxy Statement.

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger and in recommending that the Merger Proposal be approved by our stockholders. For a description of the interests of our directors and executive officers in the Merger, see “The Merger—Interests of the Directors and Executive Officers of ARA in the Merger.”

The exchange of our Common Stock for cash pursuant to the Merger generally will require a “U.S. Holder” (as defined in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” of this Proxy Statement, below) to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash received by such U.S. Holder pursuant to the Merger (determined before deduction for any applicable withholding taxes) and such U.S. Holder’s adjusted tax basis in the shares of our Common Stock surrendered pursuant to the Merger. A “Non-U.S. Holder” (as defined in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” of this Proxy Statement, below) generally will not be subject to U.S. federal income tax with respect to the exchange of our Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States. We recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction or other tax laws. A further discussion of the material U.S. federal income tax consequences of the Merger for holders of Common Stock is provided in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

Immediately prior to the Effective Time, each option to purchase shares of our Common Stock that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of our Common Stock underlying the option multiplied by the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of the option, less applicable withholding taxes. Options with a per share exercise price equal to or exceeding the Per Share Merger Consideration will be cancelled without payment.

Immediately prior to the Effective Time, each award of restricted stock and restricted stock units covering shares of our Common Stock that is outstanding immediately prior to the Effective Time will vest in full (to the extent unvested) and will be cancelled and converted into the right to receive a cash payment equal to the product of the Per Share Merger Consideration and the aggregate number of shares of our Common Stock subject to the award, less applicable withholding taxes.

Yes. As a holder of Common Stock, you are entitled to exercise appraisal rights under Section 262 of the DGCL in connection with the Merger if you take certain actions and meet certain conditions. Under the DGCL, stockholders who do not vote for the adoption of the Merger Agreement have the right to seek appraisal of the fair value of their shares of Common Stock as determined by the Delaware Court of Chancery, but only if they comply fully with all applicable requirements of the DGCL, which are summarized in this Proxy Statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the Per Share Merger Consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to ARA before the vote on the adoption of the Merger Agreement and must not vote or otherwise submit a proxy in favor of adoption of the Merger Agreement. Failure to follow exactly the procedures and requirements specified under the DGCL will result in the loss of appraisal rights. The discussion of appraisal rights contained in this Proxy Statement is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this Proxy Statement as Appendix C. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. See the section entitled “The Merger—Appraisal Rights” of this Proxy Statement.

ARA is a Delaware corporation with principal executive offices located at 500 Cummings Center, Suite 6550, Beverly, Massachusetts 01915, telephone number (978) 922-3080. ARA is a leading provider of outpatient dialysis services in the United States for patients suffering from chronic kidney failure (also known as end stage renal disease) and other kidney diseases. As of September 30, 2020, ARA operated 248 dialysis clinic locations in 27 States and the District of Columbia serving approximately 16,900 patients. ARA operates principally through a physician partnership model, in which it partners with local nephrologists to develop, own and operate dialysis clinics. ARA’s Core Values emphasize taking good care of patients, providing physicians with clinical autonomy and support, hiring the best possible staff and providing best practices management. Our Common Stock is listed on the New York Stock Exchange under the symbol “ARA”. Additional information about ARA is contained in certain of its public filings that are incorporated by reference herein. See the section entitled “Where You Can Find More Information” of this Proxy Statement.

IRC is a Delaware limited liability company and affiliate of Nautic Partners, LLC (“Nautic”), a middle-market private equity firm with a history of investing in healthcare businesses, and Innovative Renal Care, LLC (“Innovative Renal Care”), a platform entity funded by Nautic focused on building a more integrated and patient-centric kidney care business. IRC’s mailing address is IRC Superman Midco, LLC c/o Nautic Partners, 50 Kennedy Plaza, 17^th Floor, Providence, RI 02903, telephone number: (401) 278-6387. Innovative Renal Care’s offices are located at 3102 West End Avenue, Suite 1100, Nashville, TN 37203.

Merger Sub is a Delaware corporation and a wholly owned subsidiary of IRC. It was formed on September 28, 2020 solely for the purpose of entering into the Merger Agreement and effecting the transactions contemplated thereby, including the Merger. Merger Sub’s mailing address is Superman Merger Sub, Inc. c/o Nautic Partners, 50 Kennedy Plaza, 17^th Floor, Providence, RI 02903, telephone number: (401) 278-6387.

We are furnishing this Proxy Statement to the ARA stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof. This Proxy Statement provides the ARA stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

This Proxy Statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on    at   , Eastern Time, or at any adjournment or postponement thereof. The Special Meeting will be held online at    .

At the Special Meeting, we will ask our stockholders of record as of the Record Date to vote on (i) the Merger Proposal and (ii) Adjournment Proposal. If our holders of Common Stock fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this Proxy Statement as Appendix A, and the material provisions of the Merger Agreement are described under the section entitled “The Merger Agreement” of this Proxy Statement.

This Proxy Statement and the enclosed form of proxy are first being mailed to our stockholders on or about   .

Only stockholders of record as of the close of business on   , the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at 500 Cummings Center, Suite 6550, Beverly, Massachusetts 01915, during regular business hours for a period of at least 10 days before the Special Meeting and will be available on the Special Meeting website at    during the Special Meeting.

As of the Record Date, there were approximately    shares of our Common Stock outstanding and entitled to vote at the Special Meeting.

A quorum of stockholders is necessary to transact business at the Special Meeting. Our Amended and Restated Bylaws (the “Bylaws”) provide that the presence at the Special Meeting, by remote communication (if authorized by the Board) or represented by proxy, of the holders of record of a majority of the shares of our Common Stock outstanding and entitled to vote at the meeting (   shares) will constitute a quorum for ARA to transact business at the Special Meeting. In general, shares of our Common Stock represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the Special Meeting for purposes of determining a quorum. Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of shares considered to be present at the Special Meeting for purposes of determining a quorum. If you hold your shares of Common Stock in “street name” and you fail to provide your broker, bank or nominee with instructions how to vote such shares of Common Stock on any of the proposals before the Special Meeting, your shares of Common Stock will not be deemed to be present at the Special Meeting for quorum purposes. If you provide your broker, bank or nominee with instructions how to vote on one but not all of the proposals before the Special Meeting, your shares of Common Stock will be deemed to be present at the Special Meeting for quorum purposes.

In the event that a quorum is not present at the Special Meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Each share of Common Stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of our Common Stock outstanding and entitled to vote as of the close of business on the Record Date. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of our Common Stock representing a majority of the voting power of the shares of our Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting.

The failure of any ARA stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. For shares held in “street name,” the failure of any ARA stockholder to instruct the broker, bank or other nominee on how to vote such shares of Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

The failure of any ARA stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will not have an effect on the Adjournment Proposal. For shares held in “street name,” the failure of any ARA stockholder to instruct the broker, bank or other nominee on how to vote such shares of Common Stock will not have an effect on the Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

As of the close of business on the Record Date, directors and executive officers of ARA and their affiliates beneficially owned and were entitled to vote, in the aggregate,    shares of our Common Stock, which represented approximately   % of the shares of our Common Stock that would have been entitled to vote at the Special Meeting if held as of that date. Our directors and executive officers have informed us that they currently intend to vote all of their shares of Common Stock (i) “FOR” the Merger Proposal and (ii) “FOR” the Adjournment Proposal, although none of them is obligated to do so.

On October 1, 2020, certain direct and indirect stockholders of ARA representing ownership of approximately 51% of the outstanding shares of our Common Stock (the “Centerbridge Stockholders”), entered into the Voting and Support Agreement with IRC, pursuant to which, among other things and subject to the terms and conditions therein, such stockholders agreed to vote their shares of our Common Stock in favor of the Merger Proposal and against any alternative proposal (including an Acquisition Proposal (as defined in the section entitled “The Merger Agreement—Stockholders Meeting and Related Actions” of this Proxy Statement, below)) or any other action, agreement or transaction intended to impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or the performance of such stockholders under the Voting Agreement.

Stockholders of record at the close of business on the Record Date will be able to attend the Special Meeting, vote, and submit questions during the Special Meeting by visiting     at the meeting date and time. We encourage you to access the Special Meeting prior to the start time. Online access will begin at   , Eastern Time. The two items of information needed to access the Special Meeting from the website are the following:

Please have the proxy card in hand when you access the website and then follow the instructions. If you are a stockholder of record, you are already registered for the virtual meeting. If you hold your shares beneficially in street name, you must register in advance to attend the virtual meeting, vote and submit questions. To register in advance you must obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare. Requests for registration should be directed to:

Requests for registration must be labeled as “Legal Proxy” and be received no later than    , Eastern Time, on   . Even if you plan to attend the virtual meeting, we recommend that you also submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to attend the meeting.

Stockholders of record and beneficial owners who duly registered to attend the Special Meeting will be able to vote their shares and submit questions at any time during the virtual meeting by following the instructions on the website above.

If you have technical difficulties or trouble accessing the virtual meeting at any time after online access commences at   , Eastern Time, on the date of the Special Meeting, please access the support link provided on the website.

To ensure that your shares of Common Stock are voted at the Special Meeting, we recommend that you provide voting instructions by proxy as soon as possible, whether or not you plan to attend the virtual Special Meeting.

If you are a stockholder of record and your shares of Common Stock are registered in your name with our transfer agent, Computershare, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This Proxy Statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares of Common Stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the Special Meeting, your shares of Common Stock will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Merger Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, the effect of such failure to vote will be that your shares of Common Stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “AGAINST” the Merger Proposal and will not have an effect on the vote regarding the Adjournment Proposal.

If your shares of Common Stock are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. You may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or over the Internet or by telephone through your broker, bank or other nominee if such a service is provided by them to you. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on “routine” matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. Each of the Merger Proposal and the Adjournment Proposal are “non-routine” matters. Therefore, your broker, bank or other nominee cannot vote on these proposals without your instructions. If you hold your shares of Common Stock in “street name” and you fail to instruct your broker, bank or other nominee on how to vote your shares, this will have the same effect as a vote “AGAINST” the Merger Proposal but will not have an effect on the Adjournment Proposal, and such shares will not be deemed to be present at the Special Meeting for quorum purposes. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal but will be deemed to be present at the Special Meeting for quorum purposes.

Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If your shares of Common Stock are held in “street name” by your broker, bank or similar organization, please refer to information from that organization on how to revoke or submit new voting instructions.

Please note that if you want to revoke your proxy by mailing a new proxy card to ARA or by sending a written notice of revocation to ARA, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by ARA before the Special Meeting. Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the Special Meeting and, in the case of Internet or telephonic voting instructions, must be received before     Eastern Time on   .

An abstention occurs when a stockholder attends a meeting, either by remote communication or represented by proxy, but does not vote or affirmatively votes “ABSTAIN” on a proposal. Abstentions will be included in the calculation of the number of shares of Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal.

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Under our Bylaws, the Special Meeting may be postponed by the Board at any time in advance of the meeting, or by the chairperson of the Special Meeting, whether or not a quorum is present. If the Board fixes a new record date for the adjourned meeting, or if the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting as of such new record date. In addition, the Board could postpone the Special Meeting before it commences. If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting as so adjourned or postponed.

In the event that there is present at the Special Meeting, by remote communication or represented by proxy, sufficient favorable voting power to secure the vote of our stockholders necessary to adopt the Merger Agreement by approving the Merger Proposal, we do not anticipate that we will adjourn or postpone the Special Meeting.

The Board, after considering various factors described under the section entitled “The Merger—Recommendation of the Board and Reasons for the Merger” of this Proxy Statement, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of ARA and its stockholders, and directed that the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, be submitted to the stockholders of ARA for their adoption.

The Board unanimously recommends that you vote (i) “FOR” the Merger Proposal and (ii) “FOR” the Adjournment Proposal.

The Board is soliciting your proxy, and we will bear the cost of this solicitation of proxies, including the preparation, assembly and mailing of the proxies and soliciting material, as well as the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our Common Stock.

Proxies may be solicited by mail, personal interview, e-mail, telephone, facsimile or via the Internet, without additional compensation, by certain of ARA’s directors, officers and employees.

We currently anticipate that the Merger will be consummated no later than the first quarter of 2021, assuming satisfaction or waiver of all of the conditions to the Merger. However, because the Merger is subject to certain conditions, it is possible that factors outside the control of ARA and IRC could result in the Merger being consummated at a later time or not at all.

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to American Renal Associates Holdings, Inc., Attention: Corporate Secretary, 500 Cummings Center, Suite 6550, Beverly, Massachusetts 01915, telephone: (978) 922-3080. Any stockholder who wants to receive separate copies of proxy materials in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact such stockholder’s broker, bank or other nominee, or the stockholder may contact ARA at the above address and phone number.

This Proxy Statement, the documents that we refer to in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf contains certain information, including financial estimates and statements as to, among other things, the expected timing, completion and effects of the proposed merger between ARA and IRC, which may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties, and actual results may materially differ. All statements other than statements of historical fact or relating to present facts or current conditions included in this Proxy Statement, the documents to which we refer in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf are forward-looking statements. Such forward-looking statements include, among others, ARA’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “seek,” “plan,” “intend,” “believe,” “will,” “may,” “could,” “continue,” “likely,” “should” and other similar words.

The forward-looking statements contained in this Proxy Statement, the documents to which we refer in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf, including without limitation statements regarding the anticipated benefits and effects of the anticipated merger of ARA and IRC, are based on assumptions that ARA has made in light of its industry experience and its perceptions of historical trends, current conditions, expected future developments and other factors that ARA believes are appropriate under the circumstances. These statements are not guarantees of performance or results. These assumptions and ARA’s future performance or results involve risks and uncertainties, many of which are beyond ARA’s control. Such risks and uncertainties include, among others:

For additional information, please see ARA’s filings with the SEC. Additional factors or events that could cause ARA’s actual performance to differ from these and other forward-looking statements may emerge from time to time, and it is not possible for ARA to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, ARA’s actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

Any forward-looking statement made in this Proxy Statement, the documents to which we refer in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf speaks only as of the date on which it is made. ARA undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law.

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Appendix A and incorporated by reference into this Proxy Statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

If the Merger Agreement is adopted by the ARA stockholders and all other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will merge with and into ARA, with ARA continuing as the surviving corporation and a wholly owned subsidiary of IRC.

At the Effective Time, each share of our Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares (as defined in the section entitled “Summary—Merger Consideration” of this Proxy Statement, above) and Dissenting Shares (as defined in the section entitled “General Information” of this Proxy Statement, below)) will be converted automatically into the right to receive the Per Share Merger Consideration (as defined in the section entitled “The Merger—Merger Consideration” of this Proxy Statement, below), without interest and less any applicable withholding taxes. If the Merger is consummated, you will no longer own any shares of capital stock of ARA as of the Effective Time.

Our Common Stock is currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is listed on the New York Stock Exchange under the symbol “ARA”. If the Merger is consummated, ARA will cease to be a publicly traded company and will become a wholly owned subsidiary of IRC, and our Common Stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, ARA stockholders will continue to hold their shares of Common Stock and will not receive any payment for such shares of Common Stock. Instead, ARA will remain a public company, our Common Stock will continue to be listed and traded on the New York Stock Exchange, and we will continue to be registered under the Exchange Act and file periodic reports with the Securities and Exchange Commission (the “SEC”).

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of our Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to ARA or its stockholders will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay IRC a termination fee upon the termination of the Merger Agreement, as described under the section entitled “The Merger Agreement—Termination Fees” of this Proxy Statement.

Upon consummation of the Merger, at the Effective Time, by virtue of the Merger and without any action on the part of IRC, Merger Sub or ARA or their respective stockholders, each outstanding share of our Common Stock (excluding Cancelled Shares and Dissenting Shares), will be converted into the right to receive $11.50 in cash (the “Per Share Merger Consideration”), without interest and less any applicable withholding taxes. From and after the Effective Time, all of the shares of Common Stock converted into the right to receive the Per Share Merger Consideration, without interest and less any applicable withholding taxes, will no longer be outstanding and will

automatically be cancelled and retired and will cease to exist, and each holder of a Book-Entry Share outstanding immediately prior to the Effective Time previously representing any such shares of Common Stock will thereafter cease to have any rights with respect to such securities other than the right to receive, the Per Share Merger Consideration, without interest and less any applicable withholding taxes.

As described further under the section entitled “The Merger Agreement—Payment for Common Stock” of this Proxy Statement, prior to the Effective Time, IRC will deposit or cause to be deposited, with a recognized financial institution as paying agent (selected by IRC with ARA’s prior written approval), cash in an amount necessary to pay the aggregate Merger Consideration payable to all of the holders of Common Stock (including Book-Entry Shares but excluding Cancelled Shares) outstanding immediately prior to the Effective Time, and holders of ARA options, restricted stock unit awards and restricted stock awards. Promptly following the Effective Time and in any event no later than the second business day following the Effective Time, you will receive a letter of transmittal specifying instructions for transfer of your shares of Common Stock (including Book-Entry Shares but excluding Cancelled Shares) to the paying agent in order to receive the Per Share Merger Consideration, without interest and less any applicable withholding taxes, for each share of our Common Stock.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Per Share Merger Consideration, without interest and less any applicable withholding taxes, but you will no longer have any rights as an ARA stockholder as a result of the Merger (except with respect to Dissenting Shares), nor will you be entitled to receive any shares in IRC or the surviving corporation.

The Board and management continually evaluate the Company’s business and financial plans and prospects. As part of this evaluation, the Board and management also periodically consider strategic alternatives to maximize value for the Company’s stockholders. In particular, the Board and management have considered a number of potential strategic transactions, including at times evaluating a potential sale of the Company, to seek to enhance value for the Company’s stockholders.

In December 2019, the Board established a transaction committee of the Board (the “Transaction Committee”), initially composed of Mr. Thomas Erickson, Mr. Jared Hendricks and Mr. Steven Silver, to assist the Board in fulfilling its responsibilities relating to the review, evaluation and negotiation of potential strategic alternatives that could be available to the Company, including the review of the Company’s standalone business plan. The remaining members of the Board were invited to attend any meetings of the Transaction Committee.

Between late December 2019 and late February 2020, Nautic Partners, LLC (“Nautic”) submitted multiple letters to the Board containing written non-binding proposals from Nautic and its affiliates (including its wholly-owned platform company Innovative Renal Care, LLC (“IRC”)) to acquire all of the outstanding common stock of the Company. The per share purchase price reflected in such proposals ranged from $13 per share in cash to $14.25 per share in cash (representing a 34.6% to 52.9% premium over the Company’s then-most recent closing share price), with all of the Company’s stockholders to receive the same per-share merger consideration. During such period the Board evaluated Nautic’s proposals and from time to time provided feedback to Nautic with respect to such proposals. Nautic’s proposals indicated that Fresenius Medical Care Holdings, Inc. (“Fresenius”) would participate in the debt financing and that Nautic had been engaged in discussions with Fresenius concerning a back-to-back sale of certain of the Company’s clinics to Fresenius (the “Subsequent Transaction”) in conjunction with the proposed transaction. Nautic also proposed that the definitive merger agreement include (i) a 40-day go-shop period, (ii) a two-tiered termination fee, with a lower termination fee payable by the Company for terminations during the go-shop period of an amount equal to 1.25% of equity value and a higher termination fee payable by the Company for terminations following the go-shop period of an amount equal to 3% of equity value, and (iii) a reverse termination fee payable by Nautic if the transaction did not close of an amount equal to 6% of equity value.

In December 2019, the Board determined to invite Goldman Sachs & Co. LLC (“Goldman Sachs”), in light of Goldman Sachs’ expertise and experience with the healthcare industry and its qualifications and reputation in the investment community, to advise the Board concerning Nautic’s offer and other strategic alternatives and, at the direction of the Board, to evaluate the solicitation of interest from potential third-party acquirers in order to further inform the Board’s decision-making.

On December 26, 2019 and January 27, 2020, the Company negotiated and entered into a customary confidentiality agreement with each of Nautic (the “Nautic NDA”) and Fresenius (the “Fresenius NDA”),

respectively, to facilitate further discussions with respect to a potential strategic transaction. The Nautic NDA was later amended to clarify limitations on Nautic’s ability to disclose certain information to Fresenius. Each of the Nautic NDA and the Fresenius NDA included a customary standstill provision. The Company subsequently provided diligence information and conducted in-person due diligence meetings with representatives of Nautic.

On January 13, 2020, representatives of Goldman Sachs delivered a relationship disclosure letter to the Board providing information regarding certain of Goldman Sachs’ relationships with Centerbridge and Fresenius, and certain of their affiliates and portfolio companies, which the Board did not believe would adversely affect its independence.

On January 27, 2020 after Nautic increased its proposal to $14.25 per share in cash, the Company negotiated and entered into an exclusivity agreement with Nautic, pursuant to which the Company agreed to work exclusively with Nautic with respect to a potential transaction until February 25, 2020. The parties agreed, among other things, that the closing of the transaction would not be conditioned upon the signing, approval or closing of the Subsequent Transaction (or any other matter related to a transaction with Fresenius) or any transaction with any other person, and that Nautic’s exclusivity would terminate upon Nautic’s failure to continue to negotiate the transaction at a price per share of $14.25, with Nautic required to reaffirm that price per share weekly to continue exclusivity.

On February 4, 2020, the Company negotiated and entered into a customary clean team confidentiality agreement with Nautic (on behalf of itself and its affiliates, including IRC) and Fresenius and opened the “clean room” of the Company’s online data room in order to share additional highly confidential information of the Company with a limited pool of representatives of Nautic and Fresenius.

Also on February 4, 2020, at the direction of the Board, representatives of the Company delivered to representatives of Nautic an initial draft merger agreement for an acquisition of all of the outstanding common stock of the Company.

On February 17, 2020, Nautic submitted a revised proposal to the Board, including a mark-up of the draft merger agreement, with respect to the proposed transaction that indicated a reduced purchase price of $13.00 per share in cash (which represented a 44.1% premium over the Company’s closing share price of $9.02 on February 14, 2020). Nautic’s proposal indicated that the per share offer had been reduced from their prior bid due to additional operating expense identified in business due diligence. The proposal also reflected that Nautic expected the closing of the proposed transaction and the Subsequent Transaction to be cross-conditioned on each other. In light of the reduced valuation relative to Nautic’s prior proposal and the increased closing risk in conditioning a transaction on a sale of clinics to Fresenius, the Board determined to cease negotiations and terminate exclusivity with Nautic and instruct Nautic and Fresenius to return or destroy all copies of the Company’s proprietary information pursuant to the terms of their respective confidentiality agreements. Nautic subsequently requested an extension of the document destruction deadline and proposed on March 9^th to continue negotiating a potential transaction. The Board decided not to reengage in discussions with Nautic and Fresenius and directed the Company’s management to focus on its stand-alone operations and market volatility.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. As a provider of essential healthcare services, the Company was significantly exposed to the health and economic effects of COVID-19 and had seen a significant impact on its employees, patients and business operations. Between March 2020 and early July 2020, the Company focused on executing its standalone business plan against the backdrop of the COVID-19 pandemic.

On July 9, 2020, Nautic submitted a letter to the Company containing a written non-binding proposal (the “July 9 Proposal”) to acquire all of the outstanding common stock of the Company for $10.00 per share in cash (representing a 51.3% premium over the Company’s closing share price of $6.61 on July 8, 2020). The July 9 Proposal contemplated that each of HPS Investment Partners, LLC (“HPS”) and Fresenius would provide debt financing, and that the Subsequent Transaction with Fresenius would occur following the closing of Nautic’s acquisition of the Company and that the transaction and the Subsequent Transaction would not be cross-conditioned.

On July 10, 2020, the Transaction Committee held a special telephonic meeting to discuss the July 9 Proposal. The Transaction Committee determined that following the departure of Steven Silver from the Board, Dr. Jeremy Gelber would fill Mr. Silver’s seat on the Transaction Committee in light of Dr. Gelber’s experience in transactional work and the healthcare industry.

On July 11, 2020, the Board held a special telephonic meeting, at which certain members of Company management and representatives of Latham & Watkins LLP (“Latham & Watkins”), the Company’s outside legal counsel, were present, to discuss the July 9 Proposal. Representatives of Latham & Watkins provided an overview of the Board’s fiduciary duties under Delaware law, including with respect to the July 9 Proposal. Members of the Board then discussed the valuation included in the July 9 Proposal, as well as conditionality and deal certainty. The Board directed the Transaction Committee to further evaluate the July 9 Proposal and to explore whether it presented a viable transaction opportunity for the Company.

Between July 12, 2020 and July 17, 2020, the Board and management further discussed the July 9 Proposal with the Company’s advisors and instructed them to negotiate for higher value, increased closing certainty, and reduced regulatory approval risk. In particular, the Board focused on potential regulatory approval risk attributable to the Subsequent Transaction and Fresenius providing debt financing in connection with the proposed transaction. The Board was concerned that review of the Subsequent Transaction and Nautic’s acquisition of the Company together would introduce regulatory scrutiny that would not be faced if evaluating Nautic’s acquisition of the Company on its own. During this period, Dr. Gelber and representatives of Latham & Watkins discussed the views of the Board with Nautic, Fresenius and their respective advisors, including with respect to deal certainty, valuation and structure.

On July 18, 2020 Nautic submitted a revised proposal (the “July 18 Proposal”) with an increased valuation for the Company at $10.50 per share (representing a 53.5% premium over the Company’s closing share price of $6.84 on July 17, 2020). Nautic indicated in the July 18 Proposal that no debt financing would be provided by Fresenius but that Nautic was still considering a Subsequent Transaction for the sale of up to 40 clinics to Fresenius. Nautic also proposed enhanced antitrust clearance procedures in the July 18 Proposal intended to reduce regulatory approval risk and increase deal certainty given the proposed Subsequent Transaction. In particular, Nautic indicated that it would agree to a “hell-or-high water” type antitrust covenant in the merger agreement by which Nautic would agree to whatever conditions necessary to ensure the requisite antitrust approvals. In addition, Nautic proposed that the Company would be entitled to terminate the Nautic-Company transaction and receive the 6% of equity value reverse termination fee in the event that either (a) the outside date, which was proposed to be 270 days from signing of a definitive agreement, is reached and the transaction would be able to close but for antitrust approval or (b) the receipt of a decision from the FTC that it intended to sue to enjoin the Nautic-Company transaction. The July 18 Proposal indicated that Nautic would target signing the proposed transaction by August 14, 2020. On July 19, 2020, the Transaction Committee met telephonically to discuss the July 18 Proposal and decided not to recommend the July 18 Proposal to the Board, instead deciding to recommend to the Board that Nautic be instructed to improve its proposal, including higher value and increased deal certainty.

Later on July 19, 2020, the Transaction Committee reported to the Board its view that the valuation proposed in the July 18 Proposal was not reflective of the potential value of the Company’s business and that it did not recommend the July 18 Proposal. After weighing certain issues relating to deal certainty, the relatively low valuation reflected in the July 18 Proposal and the Company’s standalone operations, the Board determined that Nautic would need to improve its proposal in terms of valuation, structure and deal certainty.

Between July 19, 2020 and July 29, 2020 at the direction of the Board, Dr. Gelber discussed the July 18 Proposal with representatives of Nautic and informed Nautic that it would need to improve the value and deal certainty reflected in its proposal before the Board would engage with respect to a potential transaction.

On July 29, 2020 Nautic submitted a revised proposal (the “July 29 Proposal”) with a valuation for the Company at $10.50 per share (representing a 62% premium over the Company’s closing share price of $6.48 on July 29, 2020), including modifications as to the overall timeline for a transaction at the same per-share purchase price reflected in the July 18 Proposal. The July 29 Proposal indicated that Nautic would target signing the proposed transaction by August 31, 2020. The Transaction Committee again determined that Nautic would need to improve its proposal in terms of valuation and structure.

Between July 29, 2020 and August 6, 2020, at the direction of the Transaction Committee, Dr. Gelber discussed the July 29 Proposal with representatives of Nautic and informed Nautic that it would need to further improve the value and deal certainty reflected in its proposal before the Board would engage with respect to a potential transaction.

On August 6, 2020, Nautic submitted a revised proposal (the “August 6 Proposal”) with an increased valuation for the Company of $11.25 per share (representing a 76.1% premium over the Company’s closing share price of $6.39 on August 5, 2020), an equity commitment letter from IRC, and a “highly confident” financing letter from HPS.

Nautic included enhanced regulatory clearance procedures in the August 6 Proposal intended to reduce antitrust risk and increase deal certainty given the proposed Subsequent Transaction, including a reduction in the number of clinics contemplated to be sold to Fresenius from 40 clinics to no more than 10 clinics. The August 6 Proposal indicated that Nautic would target signing the proposed transaction by September 8, 2020.

On August 7, 2020, the Transaction Committee held a special telephonic meeting to discuss the August 6 Proposal. The Transaction Committee determined that the Board should not respond to Nautic in respect of the August 6 Proposal until after the Company’s impending earnings release. Following the meeting, Dr. Gelber briefed the Board on recent developments and reported the Transaction Committee’s recommendation.

On August 10, 2020, the Company reported second quarter earnings per share of $0.07, and $0.8 million net income (as compared to a net loss of $8.2 million in the second quarter of 2019). The Company’s results also included an increase in total dialysis treatments over the second quarter of 2019.

On August 12, 2020, the Board held a special telephonic meeting, at which certain members of Company management and representatives of Latham & Watkins were present. The Board discussed the latest offers submitted by Nautic, including the increased valuation. The Board decided to ask Goldman Sachs to conduct a financial analysis for the Board’s review at a future meeting. The Board also discussed conditionality and deal certainty, including the removal of Fresenius as a debt financing source to enable a more traditional buyout structure, the enhanced antitrust clearance procedures described in the offers, and the proposed September 8, 2020 signing date. Members of the Board further discussed the Company’s business prospects and performance as well as its share price relative to the prior offer from Nautic. The Board and members of the Company’s management then discussed the appropriate response to the latest offer. Following discussion, the Board authorized Latham & Watkins and the Transaction Committee to provide Nautic with feedback on the proposed transaction structure (including an increase in value), reaffirm the anticipated transaction timeline and request a mark-up of the bid contract.

Following the August 12 Board meeting, members of the Board received a revised proposal from Nautic dated August 11, 2020 (the “August 11 Proposal”) with an increased valuation for the Company of $11.50 per share in cash (representing a 74.8% premium over the Company’s closing share price of $6.58 on August 11, 2020). The August 11 Proposal indicated that Nautic would target signing the proposed transaction by September 8, 2020.

On August 18, 2020, the Board held a special telephonic meeting, at which certain members of Company management and representatives of Goldman Sachs and Latham & Watkins were present. Representatives of Goldman Sachs proceeded to advise the Board on current market conditions, the performance of the healthcare sector generally over the last six months, market forecasts, and the impact of the pandemic and the pending presidential election with respect to the foregoing. The meeting participants discussed the August 11 Proposal, including the increased valuation, Nautic’s ability to financially support its proposal and the improved transaction structure reflected in the proposal. The Board also discussed its historical evaluation of potential strategic transactions for the Company, the low likelihood of a competing third-party offer and the risk to the business of leaks. With the assistance of Goldman Sachs, Mr. Joseph Carlucci then provided an overview of management projections, which were reviewed in detail by the Board. Following discussion, the Board determined that the Transaction Committee should continue to assist the Board in its review of the standalone plan of the Company and potential strategic alternatives, including Nautic’s latest offer, and that Goldman Sachs would encourage Nautic to increase its offer and instructed Goldman Sachs to do so. The Board also determined, and subsequently notified Nautic, that it would not be willing to enter into an exclusivity agreement.

Later on August 18, representatives of Goldman Sachs contacted representatives of Nautic regarding the August 11 Proposal and instructed Nautic to increase its offer.

Between August 19, 2020 and August 26, 2020, Latham & Watkins and Goodwin Procter LLP (“Goodwin Procter”), Nautic’s outside legal counsel, met telephonically on several occasions to discuss the merger agreement as well as diligence and antitrust matters (in particular with respect to the proposed sale of up to 10 clinics to Fresenius). Latham & Watkins and Goodwin Procter discussed the potential impact of the Subsequent Transaction on the regulatory clearance process for the Nautic-Company transaction.

On August 24, 2020, Goodwin Procter delivered a revised draft of the merger agreement to Latham & Watkins. The revised merger agreement proposed (i) a 30-day go-shop period that deleted the rights of the Company to waive any existing standstills, (ii) that Nautic would be required to terminate the Subsequent Transaction only if the remaining condition to closing as of 90 days following the signing date is antitrust clearance and (iii) an appraisal rights closing condition.

Between August 26, 2020 and September 4, 2020, the Company, Nautic and their respective advisors met telephonically to discuss various diligence matters. The Company and its advisors provided information via diligence calls and in an online data room format to Nautic, Fresenius and their advisors in response to their diligence requests and additional highly confidential information of the Company in a separate “clean room” of the Company’s online data room to a limited pool of representatives of Nautic and Fresenius.

On August 27, 2020, Goodwin Procter informed Latham & Watkins that the number of clinics subject to the Subsequent Transaction would be reduced from 10 clinics to 9 clinics.

On September 2, 2020, the Board held a special telephonic meeting, at which certain members of Company management and representatives of each of Goldman Sachs and Latham & Watkins were present, for a status update on the proposed transaction. The Board reviewed the Company’s approach to regulatory approvals in connection with the proposed transaction, including the steps taken by Nautic to reduce the antitrust risk to the proposed transaction presented by the Subsequent Transaction. The Board also reviewed a history of the negotiation of the merger agreement, including Company-favorable terms such as the go-shop provision, which would give the Company flexibility to solicit a possible transaction with various other potential counterparties following announcement of a deal.

On September 4, 2020, the Transaction Committee held a special telephonic meeting, at which certain members of Company management and representatives of each of Latham & Watkins and Goldman Sachs were present, for a status update on Latham & Watkins’ negotiation of the transaction documentation with Goodwin Procter. The Transaction Committee gave direction to Latham & Watkins for the negotiation of open matters.

On September 7, 2020, Latham & Watkins delivered a revised draft of the merger agreement and an initial draft of the related disclosure schedules to Goodwin Procter. The revised draft of the merger agreement proposed a 35-day go-shop period with the Company having the right to waive any existing standstills and a number of other Company-favorable terms, such as (i) limiting Nautic’s ability to enter into any agreement involving the Company or its assets with Fresenius or any other third party, (ii) providing the Company with flexibility to take certain actions otherwise prohibited by the interim operating covenants in response to the COVID-19 pandemic, (iii) deleting the appraisal rights closing condition and (iv) requiring Nautic to terminate the Subsequent Transaction if FTC clearance of the transaction was not obtained within 45 days of signing.

On September 8, 2020 and September 10, 2020, the Transaction Committee held special telephonic meetings, at which other members of the Board and representatives of each of Latham & Watkins and Goldman Sachs were present, for a status update on Latham & Watkins’ negotiation of the transaction documentation with Goodwin Procter. Latham & Watkins and the Transaction Committee discussed Nautic’s request for a 90-day period following signing of the proposed transaction to obtain FTC clearance for the proposed transaction before being required to terminate the Subsequent Transaction, as well as a condition that all required state regulatory approvals be obtained on or prior to closing. The Transaction Committee directed Latham & Watkins to revise the transaction documentation to improve closing certainty.

On September 10, 2020, representatives of Goldman Sachs delivered an updated relationship disclosure letter to the Board providing information regarding certain of Goldman Sachs’ relationships with Centerbridge and Fresenius, and certain of their affiliates and portfolio companies, which the Board did not believe would adversely affect its independence.

On September 11, 2020, Dr. Gelber and representatives of Latham & Watkins, Goodwin Procter and Goldman Sachs met telephonically to discuss various open issues.

On September 12, 2020, representatives of Goodwin Procter delivered a revised draft of the merger agreement to representatives of Latham & Watkins. The revised draft of the merger agreement proposed, among other things, (i) to limit the Company’s specific performance remedies against Nautic, (ii) a “force the vote” provision which

would require the Board to convene a stockholders meeting to approve the transaction even if the Board decided to change its recommendation in respect of the transaction and (iii) that the parties discuss whether to accelerate payments due under the existing tax receivable agreement between the Company and Centerbridge.

On September 13, 2020 and September 26, 2020, representatives of Goodwin Procter delivered to representatives of Latham & Watkins a draft of the purchase agreement between Nautic and Fresenius (the “Fresenius Agreement”) relating to the Subsequent Transaction, which draft included the automatic termination provision negotiated between Nautic and the Company – specifically, that the Fresenius Agreement would terminate if the Nautic-Company transaction had not received antitrust clearance within 90 days after signing.

On September 16, 2020, Latham & Watkins and Goodwin Procter met telephonically to discuss open issues in the merger agreement, including conditionality, regulatory approvals, the “force the vote” provision, the tax receivable agreement and the voting agreement with Centerbridge. During the September 16 call, Goodwin Procter confirmed that the only arrangement that would separate Centerbridge from the Company’s public stockholders would be the voting agreement (which provides no benefit to Centerbridge) and that Nautic would not request an acceleration of payments under the tax receivable agreement or otherwise make any other request of Centerbridge in connection with the proposed transaction. The Transaction Committee gave direction to Latham & Watkins for the negotiation of open matters.

Also on September 16, 2020, representatives of the Company discussed with representatives of Nautic the Company’s expectation that the parties make substantial progress on the transaction documentation in short order.

Between September 18, 2020 and October 1, 2020, Latham & Watkins and Goodwin Procter exchanged multiple drafts of the merger agreement and related transaction documentation and continued to negotiate various open issues. Also during this period, Nautic participated in additional diligence calls with Company management. Throughout the process, the Transaction Committee reminded Nautic and Company management that there should be no discussions between Company management and Nautic regarding employment or compensation in connection with any possible transaction until after a definitive agreement had been executed, if any, and after the conclusion of any go-shop period.

On September 21, 2020, representatives of Nautic informed Dr. Gelber that they were intending to reduce the per share consideration offered because of certain diligence issues, unless Centerbridge, as the Company’s controlling stockholder, was willing to indemnify Nautic for the cost of any penalties assessed against the Company in connection with the ongoing SEC investigation. Dr. Gelber promptly informed the other members of the Transaction Committee and Latham & Watkins. The Transaction Committee determined that such a proposal would treat the Company’s shareholders differently and would be unacceptable.

Between September 21, 2020 and September 26, 2020, the Transaction Committee, Latham & Watkins, and Dr. Gelber had several discussions with Nautic and its legal and financial advisors regarding the proposed Centerbridge indemnity and indicated to Nautic and its advisors that such proposal was unacceptable to the Board.

On September 25, 2020, representatives of Nautic followed up with Dr. Gelber with respect to its September 21, 2020 proposal and informed Dr. Gelber that Nautic’s investment committee’s approval of the proposed transaction would be contingent upon either a reduction in the per share consideration or Centerbridge’s agreement to bear some of the potential financial ramifications of the ongoing SEC investigation. Nautic specifically requested that Centerbridge bear 50% of the cost of any fines, penalties or other out-of-pocket costs in connection with the SEC investigation and that Nautic would bear the remaining 50% of the cost, with the public stockholders receiving the previously offered $11.50 per share.

On September 26, 2020, the Board held a special telephonic meeting, at which certain members of Company management and representatives of each of Latham & Watkins and Goldman Sachs were present. Dr. Gelber reported to the rest of the members of the Board that Nautic had completed its business due diligence, and that at the request of the Transaction Committee to provide its “best and final” offer, Nautic reaffirmed its $11.50-per-share offer, agreed to close the transaction even if the FTC were to deny the Subsequent Transaction, and reaffirmed its insistence on the Centerbridge cost-sharing arrangement. The Transaction Committee reported that it continued to view the proposed transaction with Nautic as a transaction that would be in the best interests of all of the Company’s stockholders, relative to the Company’s standalone plan. Dr. Gelber also informed the Board of the proposal he received from Nautic on September 21, 2020. Dr. Gelber explained that Centerbridge was willing to share in the cost of any fines, penalties or other reasonable and documented out-of-pocket costs relating to the ongoing SEC

investigation up to a $10 million aggregate cap (with each of Nautic and Centerbridge bearing a maximum liability of $5 million) in order to preserve the per share merger consideration. Dr. Gelber explained that Centerbridge did not want Nautic’s request to result in a reduction of the purchase price or jeopardize the transaction that is in the best interests of the Company and its stockholders, and therefore was prepared to agree to Nautic’s request. The members of the Board unaffiliated with Centerbridge then met in executive session with Latham & Watkins and Goldman Sachs. Following discussion, the unaffiliated directors determined that it would be prudent for the Board to form a committee of disinterested directors (an “Independent Committee”) that (i) would be empowered to evaluate and negotiate any aspects of the proposed transaction or any alternative acquisition proposal that the Independent Committee concludes treats Centerbridge differently from other stockholders of the Company, and (ii) if the transaction with Nautic was entered into, would be empowered to retain its own legal and financial advisors, oversee the go-shop process and evaluate any alternative acquisition proposals. The members of the Board unaffiliated with Centerbridge then met in executive session with Latham & Watkins and Goldman Sachs and without members of Company management present.

On September 28, 2020, the Company contacted representatives of BofA Securities, Inc. (“BofA Securities”) regarding a potential engagement as financial advisor to the Independent Committee, given BofA Securities’ relationship history with the Company.

On the evening of September 28, 2020, Goodwin Procter delivered to Latham & Watkins a revised draft of the Fresenius Agreement and an initial draft of a side letter to be entered into between Centerbridge and Nautic in respect of the proposed Centerbridge cost-sharing proposal. Over the following week, the terms of the side letter were negotiated between Nautic and Centerbridge. The side letter was the only agreement entered into between Nautic and Centerbridge (other than the voting agreement). The parties affirmed in the side letter that it was not being entered into in connection with or as consideration for any other act or arrangement (past or future) by either party.

Later in the evening on September 28, 2020, Latham & Watkins delivered a revised draft of the merger agreement to Goodwin Procter.

On September 29, 2020, the Board held a special telephonic meeting, at which certain members of Company management and representatives of each of Latham & Watkins and Goldman Sachs were present. The Board reviewed the key terms of the draft merger agreement and the ancillary agreements that had been negotiated between the parties since the September 26, 2020 Board meeting, including certain enhancements to the go-shop mechanics in light of Nautic’s proposal that Centerbridge share in the cost of any penalties arising from the ongoing SEC investigation and Nautic’s agreement to remove the “force the vote” provision, including an increase in the length of the go-shop period from 35 days to 40 days, among other technical improvements. The Board also reviewed a key provision being negotiated in the Centerbridge voting agreement that would provide the Board with additional flexibility to change its recommendation in favor of the proposed transaction with Nautic (and for Centerbridge to walk away from its commitments under the voting agreement) if an unforeseeable event were to occur after a definitive agreement with Nautic is signed. Latham & Watkins also provided an overview of the antitrust process and a status update on discussions with legal counsel to Nautic and Fresenius with respect to the FTC clearance process. Goldman Sachs reviewed with the Board the proposed go-shop process. The Board reviewed management projections with members of management and with the assistance of Goldman Sachs. Representatives of Goldman Sachs also reviewed Goldman Sachs’ financial analysis of the proposed transaction with the Board. In light of the proposal Nautic submitted on September 21, 2020 with respect to Centerbridge sharing in the cost of any penalties arising from the ongoing SEC investigation, the Board and its advisors determined that it would be prudent to promptly establish the Independent Committee to oversee the go-shop process empowered to retain its own advisors and to monitor the go-shop process for any potential or actual conflicts of interest between Centerbridge and the Company’s public stockholders, among other duties and responsibilities to be determined. Goldman Sachs then left the meeting and, following discussion, the Board unanimously approved the engagement letter with Goldman Sachs.

Following the meeting, the Board and the Company executed an engagement letter with Goldman Sachs on the terms presented to the Board.

Between September 29, 2020 and November 11, 2020, the Independent Committee held special telephonic meetings to discuss the transaction and the go-shop process. On September 29, 2020, the Independent Committee held its first telephonic meeting, during which the Independent Committee held discussions with BofA Securities and Richards, Layton & Finger, P.A. (“RLF”) to determine whether to hire BofA Securities as its independent financial advisor and RLF as its independent legal advisor.

On September 30, 2020, the Independent Committee held a telephonic meeting. During the meeting, the Independent Committee determined to retain BofA Securities based on BofA Securities’ expertise and experience in the industry, as well as BofA Securities’ familiarity with the Company. The Independent Committee was apprised of BofA Securities’ previous relationships with the Company, and did not believe that they would adversely affect its independence. The Independent Committee also determined to retain RLF because of RLF’s experience and independence. The Independent Committee also discussed with RLF and Latham & Watkins, the independence of the committee’s members, determined that Mr. Fish would be chair of the Independent Committee and reviewed and discussed the proposed side letter between the Company and Centerbridge that (1) would provide for a cost-sharing arrangement between Centerbridge and the Company with respect to costs incurred in connection with the proposed transaction, (2) included indemnification for the Company of up to 50% (with a cap of $10 million) of any fines, penalties and certain expenses incurred in connection with the ongoing SEC investigation into the Company and (3) included a covenant by Centerbridge to support the Nautic proposal or any other acquisition proposal that was superior to the Nautic bid.

Also on September 30, 2020, Latham & Watkins delivered a revised draft of the voting agreement to Goodwin Procter. The revised draft contemplated that Centerbridge would agree to offer the same limited financial support in respect of the ongoing SEC investigation to bidders who submit a competing acquisition proposal.

On October 1, 2020, the Compensation Committee resolved to recommend to the Board that the Board approve a form of transaction bonus agreement in connection with the grant of transaction bonuses to certain members of senior management in order to incentivize them to remain with the Company to execute the closing.

On the evening of October 1, 2020, the Board held a special telephonic meeting, at which all members of the Board, certain members of Company management and representatives of each of Goldman Sachs, Latham & Watkins and RLF were present. Latham & Watkins reviewed with the members of the Board their fiduciary duties, generally and in connection with material transactions, including a potential sale of the Company. The Board discussed the derivative litigation pending against the Company and the Board’s view that the litigation did not constitute an “asset” that had any value in the proposed transaction with Nautic. Representatives of Goldman Sachs informed the Board that there were no changes from the financial analysis described during the September 29, 2020 Board meeting, other than changes to reflect updated market data. Management reported to the Board its recommendation that the Board approve the transaction. Representatives of Goldman Sachs then rendered to the Board the oral opinion of its firm (which was subsequently confirmed in writing by delivery of a written opinion dated October 1, 2020) that, as of October 1, 2020, and based on and subject to the factors and assumptions set forth in the written opinion, the $11.50 in cash per share of Common Stock to be paid to the holders (other than Nautic and its affiliates) of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The Board discussed the proposed transaction and the presentations and, following such discussion, the Board determined that it would be advisable and in the best interest of the Company’s stockholders to accept $11.50 per share as compared to continuing as a standalone public company or continuing to evaluate other alternatives. The merger consideration of $11.50 per share in cash reflected an approximate premium of 66% over the Company’s closing share price of $6.92 on October 1, 2020. The Board unanimously (i) adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and our stockholders, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of our stockholders, (v) established the Independent Committee, composed of Mr. Erickson, Mr. Fish and Mr. Jureller, and empowered the Independent Committee to evaluate, negotiate and make recommendations to the Board regarding the go shop and any other matters related to the evaluation, negotiation, approval or consummation of a potential strategic transaction that the Independent Committee concludes represent, or may represent, a conflict of interest between Centerbridge and its affiliates (other than the Company and its subsidiaries), on the one hand, and the other stockholders of the Company, on the other hand.

Later that evening on October 1, 2020, the Company and Nautic executed and delivered the merger agreement and related transaction documents.

The morning of October 2, 2020, prior to the commencement of trading hours, the Company and Nautic issued a joint press release announcing the execution of the Merger Agreement.

Beginning on October 2, 2020, as directed by the Board and overseen by the Independent Committee, representatives of Goldman Sachs and BofA Securities began contacting third parties to solicit alternative transaction proposals, ultimately contacting 72 parties approved by the Board and the Independent Committee, including 22 potential strategic and 50 potential financial acquirers, to solicit alternative transaction proposals that the Board might find to be superior to the proposed transaction with Nautic.

On October 7, 2020, the Independent Committee held a telephonic meeting, during which BofA Securities reported on BofA Securities’ and Goldman Sachs’ outreach to potential acquirers. Of the 72 potential acquirers, BofA Securities reported that four parties had expressed interest in exploring a potential transaction and had executed, or were in the process of executing, customary non-disclosure agreements (“NDAs”), and several others were in the process of evaluating their interest in a potential transaction.

On October 14, 2020, the Independent Committee held another telephonic meeting, during which BofA Securities gave an update on the go-shop process. BofA Securities reported that one party had executed an NDA and was actively doing diligence, four parties were in the process of negotiating NDAs and four other parties were in the process of evaluating their interest in a potential transaction. The Independent Committee discussed that at this point potential bidders would be required to bid independently and would not be permitted to pair up.

On October 21, 2020, the Independent Committee held another telephonic meeting, during which BofA Securities updated the Independent Committee on progress in the go-shop process. BofA Securities reported that of the 72 contacted parties, only one had performed due diligence in the Company’s data room after executing an NDA with the Company. BofA Securities reported that such party had recently informed BofA Securities that it was no longer interested in pursuing a potential transaction with the Company. BofA Securities reported that such party did not think it could offer a better price than Nautic. Additionally, BofA Securities noted that four other parties had executed NDAs but had not yet begun performing diligence in the data room. BofA Securities also reported that certain potential acquirers were considering pairing up with other potential acquirers to make an offer.

On October 28, 2020, the Board held a regularly scheduled telephonic meeting, for a status update to the Board on the steps taken and the progress made in the go-shop process.

On November 4, 2020, the Independent Committee held a telephonic meeting. During the meeting, BofA Securities reported that certain parties that had previously shown potential interest in a transaction with the Company had dropped out of the process. BofA Securities also reported that of the original 72 parties that BofA Securities and Goldman Sachs contacted, only three parties remained potentially interested. Of those remaining parties, BofA Securities also noted that each of such parties were not interested in making an offer on its own but rather was considering pairing up with another party to make a proposal. The Independent Committee discussed potential acquirers pairing up with one another and directed BofA Securities to inform the potential acquirers that they could pair up with another potential acquirer to make a proposal.

On November 11, 2020, the Independent Committee held a telephonic meeting. During the meeting, BofA Securities reported that the remaining parties were no longer interested in pursuing a potential transaction with the Company and that no other parties had expressed any interest in pursuing a potential transaction with the Company.

The Company did not receive any alternative transaction proposals during the go-shop period, which ended at 11:59 p.m. (Eastern Time) on November 10, 2020. Starting at 12:00 a.m. (Eastern Time) on November 11, 2020, the Company became subject to customary no-shop provisions that limit its ability to solicit alternative transaction proposals from third parties or to provide confidential information to third parties, subject to customary fiduciary out provisions.

The Board evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of ARA and our stockholders. The Board unanimously approved the Merger Agreement and the Merger and unanimously recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

On October 1, 2020, the Board unanimously (i) adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of ARA and our stockholders,

(iii) approved the execution, delivery and performance by ARA of the Merger Agreement, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of our stockholders and (v) resolved to make the recommendation that the stockholders of ARA adopt the Merger Agreement.

In the course of reaching its determination to approve the Merger Agreement and the Merger, and in recommending that our stockholders vote their shares of our Common Stock in favor of the Merger Proposal, the Board considered a number of reasons, including the following (not necessarily in order of relative importance):

The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the transactions contemplated by the Merger Agreement, including the following (not necessarily in order of relative importance):

The Board believed that, overall, the risks and uncertainties associated with the Merger were outweighed by the potential benefits of the Merger to our stockholders.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but summarizes the material factors considered by the Board. In light of the variety of factors considered in connection with their evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The Board based its recommendation on the totality of the information presented, including its discussions with, and questioning of, our senior management and outside financial advisor and legal counsel. The Board unanimously recommends that you vote “FOR” the Merger Proposal. It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” of this Proxy Statement.

At the meeting at which the Board voted to approve the proposed transaction, Goldman Sachs rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, to the effect that, as of October 1, 2020 and based upon and subject to the factors and assumptions set forth in such written opinion, the $11.50 in cash per share of Common Stock to be paid to the holders (other than IRC and its affiliates) of the shares of Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated October 1, 2020, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any holder of the shares of Common Stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of ARA regarding its assessment of the past and current business operations, financial condition and future prospects of ARA; reviewed the reported price and trading activity for the shares of Common Stock; compared certain financial and stock market information for ARA with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the dialysis industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs has, with ARA’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with ARA’s consent that the Company Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of ARA. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of ARA or any of its subsidiaries and has not been furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of ARA to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to ARA; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, ARA or any other alternative transaction prior to the date of the Merger Agreement. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than IRC and its affiliates) of shares of Common Stock, as of the date of the opinion, of the $11.50 in cash per share of Common Stock to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any indemnification or other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of ARA; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of ARA, or class of such persons, in connection with the Merger, whether relative to the $11.50 in cash per share of Common Stock to be paid to the holders (other than IRC and its affiliates) of shares of Common Stock pursuant to the Merger Agreement or otherwise. In addition, Goldman Sachs does not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on ARA or the Merger, or as to the impact of the Merger on the solvency or viability of ARA or IRC or the ability of ARA or IRC to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no

responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Board in connection with its consideration of the Merger and such opinion does not constitute a recommendation as to how any holder of shares of Common Stock should vote with respect to the Merger or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 30, 2020, the last completed trading day before the date of Goldman Sachs’ opinion, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices for the shares of Common Stock for the one-year period ended September 30, 2020. In addition, Goldman Sachs analyzed the consideration to be paid to holders of shares of Common Stock pursuant to the Merger Agreement in relation to (i) the closing price per share of Common Stock on September 30, 2020, the last trading day before public announcement of the Merger, (ii) the high and low closing price per share of Common Stock for the 52-week period ended September 30, 2020, (iii) the median analyst price target per share of Common Stock, and (iv) the volume weighted average price (“VWAP”) per share of Common Stock for the preceding thirty- and ninety-trading day periods ended September 30, 2020.

This analysis indicated that the price per share of Common Stock to be paid to Company stockholders pursuant to the Merger Agreement represented:

Illustrative Discounted Cash Flow Analysis. Using the Company Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on ARA. Using discount rates ranging from 7.0% to 8.5%, reflecting estimates of ARA’s weighted average cost of capital, Goldman Sachs discounted to present value as of August 31, 2020 (i) estimates of unlevered free cash flow for ARA for the years 2020 through 2024 as derived from the Company Forecasts and (ii) a range of illustrative terminal values for ARA, which were calculated by applying exit terminal year EBITDA – non-controlling interest (“NCI”) multiples ranging from 7.5x to 8.5x to a terminal year estimate of the EBITDA – NCI of ARA, as derived from the Company Forecasts (which analysis implied perpetuity growth rates ranging from 2.6% to 4.6%). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including ARA’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for ARA, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EBITDA – NCI multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Company Forecasts.

Goldman Sachs derived ranges of illustrative enterprise values for ARA by adding the ranges of present values it derived above. Goldman Sachs then subtracted ARA’s net debt (excluding clinic-level debt not guaranteed by ARA and clinic-level cash not owned by ARA) (“Owned Net Debt”) of $460 million as of August 31, 2020, as

provided by the management of ARA, from the range of illustrative enterprise values it derived for ARA, to derive a range of illustrative equity values for ARA. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Common Stock as of September 28, 2020 using the treasury stock method, as provided by the management of ARA, to derive a range of illustrative present values per share of Common Stock ranging from $8.03 to $11.47.

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Common Stock. For this analysis, Goldman Sachs used the Company Forecasts to derive a range of theoretical future enterprise values for ARA for each of the fiscal years 2020 to 2023, by applying a range of illustrative multiples of enterprise value to next twelve months (“NTM”) EBITDA less NCI (“NTM EV / EBITDA – NCI”) of 7.5x to 8.5x to NTM EBITDA – NCI estimates for ARA, based on the Company Forecasts. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account historical NTM EV / EBITDA - NCI multiples for the shares of Common Stock and selected companies in the dialysis sector as summarized below under “Selected Publicly Traded Companies Analysis” during the three-year period ended September 30, 2020. Goldman Sachs then derived a range of theoretical future values per share of Common Stock for each of the fiscal years 2020 to 2023 by subtracting ARA’s Owned Net Debt as of that date, and dividing the result by the estimated fully diluted shares of Common Stock outstanding as of that date, all as reflected in the Company Forecasts. Using an illustrative discount rate of 8.0%, reflecting Goldman Sachs’ estimate of ARA’s cost of equity, Goldman Sachs discounted to present value the range of theoretical future values per share of Common Stock it derived for each of the fiscal years 2020 to 2023. Goldman Sachs derived the illustrative discount rate of 8.0% by application of CAPM, which requires certain company-specific inputs, including a beta for ARA, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of illustrative present values per share of Common Stock of $5.66 to $11.52.

Selected Precedent Transactions Analysis. Goldman Sachs analyzed certain information relating to the selected transactions listed below announced since 2004 involving target companies in the dialysis sector.

For each of the selected transactions, Goldman Sachs calculated and compared the enterprise value as a multiple of the target company’s EBITDA as reported or calculated using publicly available financial information for the relevant twelve-month period less NCI (“EV / EBITDA – NCI multiples”) of the applicable transaction. While none of the companies that participated in the selected transactions are directly comparable to ARA and none of the selected transactions are directly comparable to the Merger, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of ARA’s results, market size and product profile.

The following table presents the results of this analysis: