13D Filing: Elliott Associates, L.P. and Mednax Inc. (MD)

The Reporting
Persons believe that the securities of the Issuer are undervalued and seek to engage in a constructive dialogue with the
Issuer’s management and Board of Directors regarding strategic options and operational opportunities to maximize
shareholder value. The Reporting Persons believe that there is substantial upside from the Issuer’s unaffected share price
level of $43.37 per share, the closing price of the Issuer’s shares on November 3, 2017, the last trading day prior to the
Reporting Persons’ increased share accumulation and prior to news reports of private equity interest in
the space.

Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the
Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase
or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer
on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such
terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge
their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock.

No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to,
or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board composition,
ownership, capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic
transactions involving the Issuer or certain of the Issuer’s businesses or assets, or may change their intention with respect
to any and all matters referred to in Item 4. The Reporting Persons intend to communicate with the Issuer’s management and Board
about a broad range of strategic and operational matters, including, without limitation,
a sale of the Issuer or certain of its businesses or assets, in which the Reporting Persons may participate, as a means of enhancing
shareholder value. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time
to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties, including,
potential acquirers, service providers, advisers, and financing sources, and/or formulate plans or proposals regarding the Issuer,
its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality
or similar agreements. Such proposals or plans may include one or more plans that relate to or would result in any of the actions
set forth in subparagraphs

(a) – (j) of Item 4 of Schedule 13D.