SC 13E3/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 1

 

 

COVETRUS, INC.

(Name of the Issuer)

 

 

Covetrus, Inc.

Corgi Bidco, Inc.

Corgi Merger Sub, Inc.

CD&R VFC Holdings, L.P.

CD&R Corgi Holdings, L.P.

Clayton, Dubilier & Rice Fund IX, L.P.

Clayton, Dubilier & Rice Fund IX-A, L.P.

CD&R Advisor Fund IX, L.P.

CD&R Associates IX, L.P.

CD&R Investment Associates IX, Ltd.

Clayton, Dubilier & Rice Fund XI, L.P.

CD&R Associates XI, L.P.

CD&R Investment Associates XI , Ltd.

Clayton, Dubilier & Rice, LLC

(Names of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

22304C100

(CUSIP Number of Class of Securities)

 

Covetrus, Inc.

7 Custom House Street

Portland, ME 04101

(888) 280-2221

Attn: Margaret B. Pritchard

 

Corgi Bidco, Inc.

Corgi Merger Sub, Inc.

CD&R VFC Holdings, L.P.

CD&R Corgi Holdings, L.P.

Clayton, Dubilier & Rice Fund IX, L.P.

Clayton, Dubilier & Rice Fund IX-A, L.P.

CD&R Advisor Fund IX, L.P.

CD&R Associates IX, L.P.

CD&R Investment Associates IX, Ltd.

Clayton, Dubilier & Rice Fund XI, L.P.

CD&R Associates XI, L.P.

CD&R Investment Associates XI , Ltd.

Clayton, Dubilier & Rice, LLC

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18th Floor

New York, NY 10152

(212) 407-5227

Attn: Rima Simson

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

 

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

Attn: Michael J. Aiello; Amanda Fenster

 

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

(212) 909-6000

Attn: Paul S. Bird

 

 

This statement is filed in connection with (check the appropriate box):

 

a.  ☒

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

 

b.  ☐

The filing of a registration statement under the Securities Act of 1933.

 

c.  ☐

A tender offer.

 

d.  ☐

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount of Filing Fee**
$3,045,288,412   $282,298.24

 

*

For purposes of calculating the fee only, as of June 17, 2022, this amount is based upon the sum of: (a) the product of 139,825,101 shares of common stock outstanding and the per share merger consideration of $21.00; (b) the product of 843,454 shares of common stock underlying outstanding options and $11.15 (which is the difference between the per share merger consideration of $21.00 and the weighted average exercise price of the outstanding options of $9.85); (c) the product of 3,780,018 shares of common stock underlying outstanding restricted stock units and the per share merger consideration of $21.00; and (d) the product of 960,781 shares of common stock underlying outstanding performance restricted stock units and the per share merger consideration of $21.00.

**

Determined by multiplying $3,041,065,868 by 0.0000927.

 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $282,298.24

   Filing Party: Covetrus, Inc.

Form or Registration No.: Schedule 14A (File No. 001-38794)

   Date Filed: June 30, 2022

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

 

 


Introduction

This Amendment No. 1 to the Transaction Statement on Schedule 13e-3 (as originally filed on June 30, 2022 and, together with all exhibits thereto and hereto, this “Amended Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (1) Covetrus, Inc. (“Covetrus” or the “Company”), (2) Corgi Bidco, Inc., a Delaware corporation (“Parent”), (3) Corgi Merger Sub, Inc. (“Merger Sub”), a Delaware corporation, (4) CD&R Corgi Holdings, L.P., a Cayman Islands exempted limited partnership, (5) Clayton, Dubilier & Rice Fund XI, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund XI”), (6) CD&R Associates XI, L.P., a Cayman Islands exempted limited partnership, (7) CD&R Investment Associates XI, Ltd., a Cayman Islands exempted company, (8) CD&R VFC Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R VFC Holdings”), (9) Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, (10) Clayton, Dubilier & Rice Fund IX-A, L.P., a Cayman Islands exempted limited partnership, (11) CD&R Advisor Fund IX, L.P., a Cayman Islands exempted limited partnership, (12) CD&R Associates IX, L.P., a Cayman Islands exempted limited partnership, (13) CD&R Investment Associates IX, Ltd., a Cayman Islands exempted company, and (14) Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R”) (each of (1) through (14) a “Filing Person,” and collectively, the “Filing Persons”). Parent and Merger Sub are subsidiaries of investment funds managed by CD&R. CD&R VFC Holdings, an affiliate of CD&R, owns approximately 24.15% of the issued and outstanding shares of Company common stock, par value $0.01 per share (which we refer to as a “share” or, collectively, “shares”).

This Amended Transaction Statement relates to the Agreement and Plan of Merger, dated as of May 24, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub. In connection with the Merger Agreement, each of CD&R Fund XI (an affiliate of CD&R), TPG Partners VIII, L.P. and TPG Healthcare Partners, L.P. have entered into equity commitment letters with Parent (the “Equity Commitment Letters”), pursuant to which they have agreed to provide equity commitments to Parent in an aggregate amount of $1.604 billion, and have entered into limited guarantees (as amended from time to time, the “Limited Guarantees”) with the Company with respect to the payment of a termination fee that may be payable by Parent to the Company under the Merger Agreement, as well as certain reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, in each case, subject to the terms of the Merger Agreement, the Equity Commitment Letters and the Limited Guarantees, as applicable.

Concurrently with the execution of the Merger Agreement on May 24, 2022, and as a condition and inducement to Parent, Merger Sub and the Company’s willingness to enter into the Merger Agreement, the Company, CD&R VFC Holdings and Parent entered into a Support and Rollover Agreement (the “Support and Rollover Agreement”) with respect to Company common stock owned of record or beneficially by CD&R VFC Holdings. Pursuant to the Support and Rollover Agreement, CD&R VFC Holdings has agreed to, and agreed to cause its applicable affiliates to, affirmatively vote or cause to be voted all of its shares of Company common stock (a) in favor of (“for”) (i) approval of the Merger (as defined below), (ii) the adoption of the Merger Agreement and (iii) each of the other actions contemplated by the Merger Agreement or necessary or desirable to further any other transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, any proposal to adjourn the applicable meeting that the Board supports as long as such adjournment is in compliance with the terms of the Merger Agreement) and (b) against any action or agreement that could reasonably be expected to result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled. In the event the Board (acting upon the recommendation of the Transaction Committee) or the Transaction Committee has made a change of recommendation against the Merger and the adoption of the Merger Agreement, CD&R VFC Holdings may vote its shares with respect to the above matters in any manner it chooses.

Further, pursuant to the Support and Rollover Agreement, CD&R VFC Holdings has agreed to transfer, directly or indirectly, its shares of Company common stock, which otherwise would be converted into the right to receive Merger Consideration in cash, to Parent (or its parent company), immediately prior to the Effective Time, in exchange for newly issued equity interests of Parent (or its parent company), with an aggregate value equal to the aggregate amount of the Merger Consideration that would have been payable to CD&R VFC Holdings in respect of its shares of Company common stock.


If the Merger Agreement is adopted by the Company’s stockholders and the other conditions under the Merger Agreement are either satisfied or waived, Merger Sub will be merged with and into the Company (which we refer to as the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and as a wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of Company common stock (i) owned by Parent or Merger Sub or any of their respective subsidiaries (including the shares to be transferred by CD&R VFC Holdings, directly or indirectly, to Parent immediately prior to the Effective Time), (ii) owned by Covetrus as treasury stock and (iii) owned by Covetrus stockholders who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law of the State of Delaware) will be converted into the right to receive $21.00 in cash, without interest thereon. Following the completion of the Merger, Covetrus will cease to be a publicly traded company and will become an indirect wholly owned subsidiary of Parent.

In addition, CD&R VFC Holdings agreed to not take certain actions, including not (i) tendering any of its shares of Company common stock into any tender or exchange offer, (ii) transferring any of its shares of Company common stock, (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty of CD&R VFC Holdings contained in the Support and Rollover Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling CD&R VFC Holdings from performing its obligations under the Support and Rollover Agreement in any material respect.

Concurrently with the filing of this Amended Transaction Statement, the Company is filing with the SEC Amendment No. 1 to the proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors (the “Board”) is soliciting proxies from stockholders of the Company in connection with the Merger. The Proxy Statement is incorporated herein by reference as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

The transaction committee (the “Transaction Committee”) of the Board, consisting solely of non-management members of the Board that are unaffiliated with CD&R or its affiliates, evaluated the Merger in consultation with the Company’s management and legal and financial advisors. The Transaction Committee unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and (iii) recommended to the Board to adopt and declare advisable the Merger Agreement and the Transactions, including the Merger, and recommend to the stockholders of the Company the adoption of the Merger Agreement. The Board, other than Ravi Sachdev and Sandra Peterson, who recused themselves due to their affiliation with CD&R, acting upon the recommendation of the Transaction Committee, unanimously (i) approved and declared advisable the Merger Agreement and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Merger Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) resolved to recommend that the stockholders of the Company adopt the Merger Agreement. Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Amended Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.


All information contained in, or incorporated by reference into, this Amended Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and address. Covetrus’ name, and the address and telephone number of its principal executive offices are:

Covetrus, Inc.

7 Custom House Street

Portland, ME 04101

(888) 280-2221

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger—What do I need to do now? How many votes do I have?”

“The Special Meeting—Record Date and Quorum”

“Market Price and Dividend Data”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Market Price and Dividend Data”

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Market Price and Dividend Data”

“The Merger Agreement—Covenants Regarding Conduct of Business by Covetrus Prior to Merger”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Prior Public Offerings”


(f) Prior stock purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

Item 3. Identity and Background of Filing Person

Regulation M-A Item 1003

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

(a) – (b) Name and Address of Each Filing Person; Business and Background of Entities.

“Summary Term Sheet—The Parties”

“Parties to the Merger”

“Other Important Information Regarding the Company—Directors and Executive Officers of the Company”

“Other Important Information Regarding the CD&R Entities”

“Where You Can Find More Information”

(c) Business and Background of Natural Persons.

“Other Important Information Regarding the Company—Directors and Executive Officers of the Company”

“Other Important Information Regarding the CD&R Entities”

“Where You Can Find More Information”

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) Material terms.

(1) Tender offers. Not applicable.

(2) Mergers or Similar Transactions.

(i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Effective Time of the Merger”

“Special Factors—Payment of Merger Consideration”

“The Merger Agreement—Conditions to the Merger”


(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Payment of Merger Consideration”

“The Merger Agreement—Merger Consideration Received by Covetrus Stockholders”

“The Merger Agreement—Treatment of Outstanding Equity Awards; Company ESPP”

(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Special Factors—Certain Financial Projections Utilized in Connection with the Merger”

(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“The Merger Agreement—Obligations with Respect to this Proxy Statement, Schedule 13e-3 and the Special Meeting”

“The Special Meeting—Vote Required for Approval”

(v) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Certain Effects of the Merger”

(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Accounting Treatment”

(vii) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”


(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Executive Officers and Directors of the Company in the Merger”

“The Merger Agreement—Merger Consideration Received by Covetrus Stockholders”

“The Merger Agreement—Treatment of Outstanding Equity Awards; Company ESPP”

“Support and Rollover Agreement”

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Provisions for Unaffiliated Stockholders”

(f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a)(1) – (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Directors and Executive Officers in the Merger”

“The Merger Agreement—Treatment of Outstanding Equity Awards; Company ESPP”

“The Merger Agreement—Merger Consideration Received by Covetrus Stockholders”

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

(b) – (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”


“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Interests of Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantees”

“The Merger Agreement”

“Support and Rollover Agreement”

Annex A—Agreement and Plan of Merger, dated as of May 24, 2022, by and among Corgi Bidco, Inc., Corgi Merger Sub, Inc., and Covetrus, Inc.

Annex B—Support and Rollover Agreement, dated as of May 24, 2022, by and among Covetrus, Inc., CD&R VFC Holdings, L.P. and Corgi BidCo, Inc.

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantees”

“The Merger Agreement”

“Support and Rollover Agreement”

“The Special Meeting—Vote Required for Approval”

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”

Annex A—Agreement and Plan of Merger, dated as of May 24, 2022, by and among Corgi Bidco, Inc., Corgi Merger Sub, Inc., and Covetrus, Inc.

Annex B—Support and Rollover Agreement, dated as of May 24, 2022, by and among Covetrus, Inc., CD&R VFC Holdings, L.P. and Corgi BidCo, Inc.


Item 6. Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Consequences if the Merger is Not Completed”

“The Merger Agreement—Merger Consideration Received by Covetrus Stockholders”

“Special Factors—Interests of Directors and Executive Officers in the Merger”

“Market Price and Dividend Data”

“Delisting and Deregistration of Common Stock”

(c)(1) – (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Consequences if the Merger Is Not Completed”

“Special Factors—Interests of Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantees”

“Support and Rollover Agreement”

“The Merger Agreement—Organizational Documents; Directors and Officers”


“The Merger Agreement—Merger Consideration Received by Covetrus Stockholders”

“The Merger Agreement—Treatment of Outstanding Equity Awards; Company ESPP”

“The Merger Agreement—Covenants Regarding Conduct of Business by Covetrus Prior to Merger”

“Market Price and Dividends Data”

“Other Important Information Regarding the Company—Directors and Executive Officers of the Company”

“Delisting and Deregistration of Common Stock”

Annex A—Agreement and Plan of Merger, dated as of May 24, 2022, by and among Corgi Bidco, Inc., Corgi Merger Sub, Inc., and Covetrus, Inc.

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”


(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Special Factors—Certain Financial Projections Utilized in Connection with the Merger”

“Special Factors—Certain Effects of the Merger”

Annex C—Opinion of Goldman Sachs & Co. LLC

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Consequences if the Merger is Not Completed”

“Special Factors—Interests of Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Accounting Treatment”

“Special Factors—Financing of the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Payment of Merger Consideration”

“The Merger Agreement—Organizational Documents; Directors and Officers”

“The Merger Agreement—Merger Consideration Received by Covetrus Stockholders”

“The Merger Agreement—Treatment of Outstanding Equity Awards; Company ESPP”


“The Merger Agreement—Covenants Regarding Conduct of Business by Covetrus Prior to Merger”

“Market Price and Dividend Data”

“Delisting and Deregistration of Common Stock”

Annex A—Agreement and Plan of Merger, dated as of May 24, 2022, by and among Corgi Bidco, Inc., Corgi Merger Sub, Inc., and Covetrus, Inc.

Item 8. Fairness of the Transaction

Regulation M-A Item 1014

(a) – (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Special Factors—Certain Effects of the Merger”

Annex C—Opinion of Goldman Sachs & Co. LLC

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“The Merger Agreement—Obligations with Respect to this Proxy Statement, Schedule 13e-3 and the Special Meeting”

“The Merger Agreement—Conditions to the Merger”

“The Special Meeting—Vote Required for Approval”

Annex A—Agreement and Plan of Merger, dated as of May 24, 2022, by and among Corgi Bidco, Inc., Corgi Merger Sub, Inc., and Covetrus, Inc.


(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Provisions for Unaffiliated Stockholders”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Transaction Committee and the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated May 23, 2022, are attached hereto as Exhibit (c)(2) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated September 30, 2021, are attached hereto as Exhibit (c)(3) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated October 25, 2021, are attached hereto as Exhibit (c)(4) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated December 3, 2021, are attached hereto as Exhibit (c)(5) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated December 9, 2021, are attached hereto as Exhibit (c)(6) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated December 23, 2021, are attached hereto as Exhibit (c)(7) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated January 11, 2022, are attached hereto as Exhibit (c)(8) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated February 4, 2022, are attached hereto as Exhibit (c)(9) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated February 15, 2022, are attached hereto as Exhibit (c)(10) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated March 17, 2022, are attached hereto as Exhibit (c)(11) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Transaction Committee, dated March 22, 2022, are attached hereto as Exhibit (c)(12) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated April 7, 2022, are attached hereto as Exhibit (c)(13) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated April 20, 2022, are attached hereto as Exhibit (c)(14) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated May 17, 2022, are attached hereto as Exhibit (c)(15) and are incorporated herein by reference.

“Special Factors—Interests of Directors and Executive Officers in the Merger”

“Proposal 1: The Merger Agreement Proposal”

(f) Other offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

Regulation M-A Item 1015

(a) – (c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Where You Can Find More Information”

Annex C—Opinion of Goldman Sachs & Co. LLC


Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Transaction Committee and the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated May 23, 2022, are attached hereto as Exhibit (c)(2) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated September 30, 2021, are attached hereto as Exhibit (c)(3) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated October 25, 2021, are attached hereto as Exhibit (c)(4) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated December 3, 2021, are attached hereto as Exhibit (c)(5) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated December 9, 2021, are attached hereto as Exhibit (c)(6) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated December 23, 2021, are attached hereto as Exhibit (c)(7) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated January 11, 2022, are attached hereto as Exhibit (c)(8) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated February 4, 2022, are attached hereto as Exhibit (c)(9) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated February 15, 2022, are attached hereto as Exhibit (c)(10) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated March 17, 2022, are attached hereto as Exhibit (c)(11) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Transaction Committee, dated March 22, 2022, are attached hereto as Exhibit (c)(12) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated April 7, 2022, are attached hereto as Exhibit (c)(13) and are incorporated herein by reference.

Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated April 20, 2022, are attached hereto as Exhibit (c)(14) and are incorporated herein by reference.

Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated May 17, 2022, are attached hereto as Exhibit (c)(15) and are incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Covetrus during its regular business hours by any interested equity security holder of Covetrus or representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) – (b) Source of funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Financing of the Merger”

“Support and Rollover Agreement’

“Special Factors—Limited Guarantees”

“The Merger Agreement—Financing Cooperation”

Debt Commitment Letter, dated May 24, 2022, by and among Corgi Bidco, Inc. and Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., is attached hereto as Exhibit (b)(1) and is incorporated herein by reference.

Joinder to the Debt Commitment Letter, dated June 15, 2022, by and among Corgi Bidco, Inc. and The Toronto-Dominion Bank, New York Branch, Santander Bank, N.A., ING Capital LLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., is attached hereto as Exhibit (b)(2) and is incorporated herein by reference.

Second Lien Debt Commitment Letter, dated June 30, 2022, by and among Corgi Bidco, Inc., Owl Rock Capital Advisors LLC, Owl Rock Capital Corporation, The Toronto-Dominion Bank, New York Branch, Santander Bank, N.A., ING Capital LLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., is attached hereto as Exhibit (b)(3) and is incorporated herein by reference.

Equity Commitment Letter, dated May 24, 2022, by and between Clayton, Dubilier & Rice Fund XI, L.P. and Corgi Bidco, Inc., is attached hereto as Exhibit (b)(4) and is incorporated herein by reference.

Equity Commitment Letter, dated May 24, 2022, by and between TPG Partners VIII, L.P. and Corgi Bidco, Inc., is attached hereto as Exhibit (b)(5) and is incorporated herein by reference.

Equity Commitment Letter, dated May 24, 2022, by and between TPG Healthcare Partners, L.P. and Corgi Bidco, Inc., is attached hereto as Exhibit (b)(6) and is incorporated herein by reference.

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination of the Merger Agreement”

“The Merger Agreement—Effect of Termination”


“The Merger Agreement—Termination Fees”

“The Merger Agreement—Expenses”

(d) Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Financing of the Merger”

“The Merger Agreement—Financing Cooperation”

Debt Commitment Letter, dated May 24, 2022, by and among Corgi Bidco, Inc. and Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., is attached hereto as Exhibit (b)(1) and is incorporated herein by reference.

Joinder to the Debt Commitment Letter, dated June 15, 2022, by and among Corgi Bidco, Inc. and The Toronto-Dominion Bank, New York Branch, Santander Bank, N.A., ING Capital LLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., is attached hereto as Exhibit (b)(2) and is incorporated herein by reference.

Second Lien Debt Commitment Letter, dated June 30, 2022, by and among Corgi Bidco, Inc., Owl Rock Capital Advisors LLC, Owl Rock Capital Corporation, The Toronto-Dominion Bank, New York Branch, Santander Bank, N.A., ING Capital LLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., is attached hereto as Exhibit (b)(3) and is incorporated herein by reference.

Equity Commitment Letter, dated May 24, 2022, by and between Clayton, Dubilier & Rice Fund XI, L.P. and Corgi Bidco, Inc., is attached hereto as Exhibit (b)(4) and is incorporated herein by reference.

Equity Commitment Letter, dated May 24, 2022, by and between TPG Partners VIII, L.P. and Corgi Bidco, Inc., is attached hereto as Exhibit (b)(5) and is incorporated herein by reference.

Equity Commitment Letter, dated May 24, 2022, by and between TPG Healthcare Partners, L.P. and Corgi Bidco, Inc., is attached hereto as Exhibit (b)(6) and is incorporated herein by reference.

Support and Rollover Agreement, dated as of May 24, 2022, by and among Covetrus, Inc., CD&R VFC Holdings, L.P. and Corgi BidCo, Inc. is attached hereto as Exhibit (d)(5) and is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Interests of Directors and Executive Officers in the Merger”

”Other Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management”

(b) Securities transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”


Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

“Intent to Vote in Favor of the Merger”

“The Special Meeting—CD&R VFC Holdings’ Obligation to Vote in Favor of the Merger”

“The Special Meeting—Vote Required for Approval”

“Support and Rollover Agreement”

Annex B—Support and Rollover Agreement, dated as of May 24, 2022, by and among Covetrus, Inc., CD&R VFC Holdings, L.P. and Corgi BidCo, Inc.

(e) Recommendations of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Position of the CD&R Entities as to the Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Purpose and Reasons of the CD&R Entities for the Merger”

Item 13. Financial Information

Regulation M-A Item 1010

(a) Financial statements. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2021, 2020 and 2019 are incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on February 28, 2022 (see “Item 8. Financial Statements and Supplementary Data” beginning on page 48). The unaudited consolidated financial statements of the Company for the three months ended March 31, 2022 are incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, filed on May 5, 2022 (see “Item 1. Condensed Consolidated Financial Statements” beginning on page 4) and the unaudited consolidated financial statements of the Company for the three months ended June 30, 2022 are incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed on August 4, 2022 (see “Item 1. Condensed Consolidated Financial Statements” beginning on page 4).

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”


“Special Factors—Certain Financial Projections Utilized in Connection with the Merger”

“Other Important Information Regarding the Company—Book Value per Share”

“Where You Can Find More Information”

(b) Pro forma information. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Certain Financial Projections Utilized in Connection with the Merger”

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) – (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Interests of Directors and Executive Officers in the Merger”

“The Special Meeting—Solicitation of Proxies”

Item 15. Additional Information

Regulation M-A Item 1011

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation”

“The Merger Agreement—Treatment of Outstanding Equity Awards; Company ESPP”

“The Merger Agreement—Merger Consideration Received by Covetrus Stockholders”

“The Special Meeting—Date, Time and Place of the Special Meeting”

“The Special Meeting—Purpose of the Special Meeting”

“Proposal 2: Merger-Related Compensation Proposal”


(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1) Preliminary Proxy Statement of Covetrus, Inc. (the “Proxy Statement”) (incorporated herein by reference to Amendment No. 1 to the Schedule 14A filed concurrently with the SEC).

(a)(2) Form of Proxy Card (incorporated herein by reference to Annex E of the Proxy Statement).

(a)(3) Letter to Covetrus, Inc. Stockholders (incorporated herein by reference to the Proxy Statement).

(a)(4) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).

(a)(5) Press Release, dated May 25, 2022 (filed as Exhibit 99.1 to Covetrus, Inc.’s Current Report on Form 8-K, filed May 25, 2022 and incorporated herein by reference).

(b)(1) Debt Commitment Letter, dated May 24, 2022, by and among Corgi Bidco, Inc. and Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd.**

(b)(2) Joinder to the Debt Commitment Letter, dated June 15, 2022, by and among Corgi Bidco, Inc. and The Toronto-Dominion Bank, New York Branch, Santander Bank, N.A., ING Capital LLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd.*

(b)(3) Second Lien Debt Commitment Letter, dated June 30, 2022, by and among Corgi Bidco, Inc., Owl Rock Capital Advisors LLC, Owl Rock Capital Corporation, The Toronto-Dominion Bank, New York Branch, Santander Bank, N.A., ING Capital LLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd.

(b)(4) Equity Commitment Letter, dated May 24, 2022, by and between Clayton, Dubilier & Rice Fund XI, L.P. and Corgi Bidco, Inc.*

(b)(5) Equity Commitment Letter, dated May 24, 2022, by and between TPG Partners VIII, L.P. and Corgi Bidco, Inc.*

(b)(6) Equity Commitment Letter, dated May 24, 2022, by and between TPG Healthcare Partners, L.P. and Corgi Bidco, Inc.*

(c)(1) Opinion of Goldman Sachs & Co. LLC, dated May 24, 2022 (incorporated herein by reference to Annex C of the Proxy Statement).

(c)(2) Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Transaction Committee and the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated May 23, 2022.*

(c)(3) Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated September 30, 2021.

(c)(4) Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated October 25, 2021.

(c)(5) Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated December 3, 2021.

(c)(6) Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated December 9, 2021.

(c)(7) Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated December 23, 2021.

(c)(8) Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated January 11, 2022.

(c)(9) Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Transaction Committee, dated February 4, 2022.

(c)(10) Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated February 15, 2022.

(c)(11) Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated March 17, 2022.

(c)(12) Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Transaction Committee, dated March 22, 2022.

(c)(13) Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated April 7, 2022.

(c)(14) Discussion Materials prepared jointly by Goldman Sachs & Co. LLC and Lincoln International and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated April 20, 2022.

(c)(15) Discussion Materials prepared by Goldman Sachs & Co. LLC and reviewed by the Board (other than the Recused Directors (as defined in the Proxy Statement)), dated May 17, 2022.

(d)(1) Agreement and Plan of Merger, dated as of May 24, 2022, by and among Corgi Bidco, Inc., Corgi Merger Sub, Inc., and Covetrus, Inc. (incorporated herein by reference to Annex A of the Proxy Statement).

(d)(2) Limited Guarantee, dated May 24, 2022, by Clayton, Dubilier & Rice Fund XI, L.P. in favor of Covetrus, Inc.*

(d)(3) Limited Guarantee, dated May 24, 2022, by TPG Partners VIII, L.P. in favor of Covetrus, Inc.*

(d)(4) Limited Guarantee, dated May 24, 2022, by TPG Healthcare Partners, L.P. in favor of Covetrus, Inc.*


(d)(5) Support and Rollover Agreement, dated as of May 24, 2022, by and among Covetrus, Inc., CD&R VFC Holdings, L.P. and Corgi BidCo, Inc. (filed as Exhibit 10.1 to Covetrus, Inc.’s Current Report on Form 8-K, filed May 25, 2022 and incorporated herein by reference).

(d)(6) Investment Agreement, dated April 30, 2020, by and among Covetrus, Inc. and CD&R VFC Holdings, L.P. (filed as Exhibit 10.1 to Covetrus, Inc.’s Current Report on Form 8-K, filed May 1, 2020 and incorporated herein by reference).

(d)(7) Investment Agreement – Limited Waiver, dated as of May 19, 2022, by and among Covetrus, Inc. and CD&R VFC Holdings, L.P. (filed as Exhibit 10.1 to Covetrus, Inc.’s Current Report on Form 8-K, filed May 20, 2022 and incorporated herein by reference).

(f) Section 262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Annex D of the Proxy Statement).

(g) None.

107 Filing Fee Table.*

* Previously filed with the Schedule 13E-3 filed with the SEC on June 30, 2022.


SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 5, 2022.

 

COVETRUS, INC.
By:  

/s/ Margaret B. Pritchard

  Name: Margaret B. Pritchard
  Title:   General Counsel and Secretary
CORGI BIDCO, INC.
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CORGI MERGER SUB, INC.
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CD&R CORGI HOLDINGS, L.P.
By: CD&R Investment Associates XI, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CD&R VFC HOLDINGS, L.P.
By: CD&R Investment Associates IX, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary


CLAYTON, DUBILIER & RICE FUND IX, L.P.
By: CD&R Associates IX, Ltd.
Its: General Partner
By: CD&R Investment Associates IX, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CLAYTON, DUBILIER & RICE FUND IX-A, L.P.
By: CD&R Associates IX, Ltd.
Its: General Partner
By: CD&R Investment Associates IX, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CD&R ADVISOR FUND IX, L.P.
By: CD&R Associates IX, Ltd.
Its: General Partner
By: CD&R Investment Associates IX, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CD&R ASSOCIATES IX, L.P.
By: CD&R Investment Associates IX, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary


CD&R INVESTMENT ASSOCIATES IX, LTD.
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CLAYTON, DUBILIER & RICE FUND XI, L.P.
By: CD&R Associates XI, Ltd.
Its: General Partner
By: CD&R Investment Associates XI, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CD&R ASSOCIATES XI, L.P.
By: CD&R Investment Associates XI, Ltd.
Its: General Partner
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CD&R INVESTMENT ASSOCIATES XI, LTD.
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title:   Vice President, Treasurer and Secretary
CLAYTON, DUBILIER & RICE, LLC
By:  

/s/ Jillian C. Griffiths

  Name: Jillian C. Griffiths
  Title:  Chief Financial Officer
EX-99.(b)(3)

Exhibit (b)(3)

Execution Version

OWL ROCK CAPITAL ADVISORS LLC

OWL ROCK CAPITAL CORPORATION

399 Park Avenue, 38th Floor

New York, New York 10022

CONFIDENTIAL

June 30, 2022

Corgi BidCo, Inc.

c/o Clayton, Dubilier & Rice

375 Park Avenue, 18th Floor

New York, New York 10152

Attention: Michael G. Babiarz

and

c/o TPG Capital, L.P.

345 California Street

San Francisco, California 94104

Attention: Spencer Stenmark

Project Corgi

Second Lien Commitment Letter

Ladies and Gentlemen:

You have advised us that Corgi BidCo, Inc., a newly formed Delaware corporation (“AcquisitionCo” or “you”), formed at the direction of Clayton, Dubilier & Rice, LLC (“CD&R”) and TPG Capital, L.P. (“TPG” and, together with their respective affiliates, the “Sponsors”), intends to acquire (the “Acquisition”), directly or indirectly, all of the issued and outstanding equity interests of the entity previously identified to us by you as “Corgi” (the “Target”) pursuant to the Acquisition Agreement (as defined in Exhibit A hereto). You have further advised Owl Rock Capital Advisors LLC (“ORCA”) and Owl Rock Capital Corporation (“ORCC” and, together with ORCA, “Owl Rock”, the “Committed Second Lien Lender”, “we” or “us”) that, in connection with the foregoing, (i) you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”) and (ii) pursuant to that certain Commitment Letter, dated as of May 24, 2022 (as amended by that certain joinder letter agreement, dated as of June 16, 2022, among you, The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, Santander Bank, N.A., ING Capital LLC and the other parties thereto, the “Corgi Commitment Letter”), among you, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., you have arranged to have us provide an Alternate Second Lien Facility (as defined in the Corgi Commitment Letter) in lieu of the Second Lien Facility (as defined in the Corgi Commitment Letter, the “Initial Second Lien Facility”).

 


Capitalized terms used but not defined herein shall have the meanings assigned to them in the Corgi Commitment Letter as in effect on the date hereof, the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Second Lien Facility Term Sheet”) and the Summary of Additional Conditions attached hereto as Exhibit D (the “Summary of Additional Conditions”; together with this commitment letter, the Transaction Description and the Second Lien Facility Term Sheet, collectively, the “Commitment Letter”).

You have further advised the Committed Second Lien Lender that, in connection therewith, it is intended that the financing for the Transactions will include (a) the first lien secured credit facilities (the “First Lien Facilities”) described in the Corgi Commitment Letter, in an aggregate principal amount of up to $1,825.0 million (plus any additional amounts funded to finance any “flex” OID with respect to the First Lien Facilities), consisting of (x) a $1,525.0 million (plus any additional amounts funded to finance any “flex” OID with respect to the First Lien Facilities) first lien secured term loan facility (the “First Lien Term Loan Facility”) and (y) a $300.0 million first lien secured cash flow-based revolving credit facility (the “First Lien Revolving Facility”), and (b) a $425.0 million (plus, at AcquisitionCo’s option pursuant to the terms of the Second Lien Facility Term Sheet, the amount of any Second Lien Flex Increase) second lien secured term loan facility being obtained in lieu of the Initial Second Lien Facility (the “Second Lien Facility”). The First Lien Facilities and the Second Lien Facility are each individually referred to herein as a “Facility” and collectively referred to herein as the “Facilities”. As used herein, the term “Closing Date” shall mean the date of the initial funding under the Second Lien Facility to finance the Transactions.

In connection with the foregoing, Owl Rock is pleased to advise you of its commitment to provide, and hereby commits to provide, $425.0 million of the Second Lien Facility, subject only to the conditions expressly set forth in the second sentence of the Funding Conditions Provision (as defined below), in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet.

The Committed Second Lien Lender reserves the right, prior to or after the execution of definitive documentation for the Second Lien Facility (which we agree will be initially drafted by your counsel), to reallocate and assign all or any portion of the Committed Second Lien Lender’s commitments hereunder between or among (A) any controlled affiliated investment entity and/or other controlled affiliate of the Committed Second Lien Lender or (B) any fund, investor, limited partnership, entity or managed account that is managed by the Committed Second Lien Lender and/or its controlled affiliates; provided that, it is agreed that any assignment prior to the initial funding under the Second Lien Facility shall not be a condition to the Committed Second Lien Lender’s commitments nor reduce the Committed Second Lien Lender’s commitments hereunder (provided, however, that, notwithstanding the foregoing, assignments of the Committed

 

2


Second Lien Lender’s commitments, which are effective simultaneously with the funding of such commitments by the assignee, shall be permitted) and, unless you otherwise agree in writing, the Committed Second Lien Lender shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until the Closing Date has occurred. It is understood that the Committed Second Lien Lender’s commitments hereunder are not subject to or conditioned on the assignment of all or any portion of the Second Lien Facility. You hereby represent and warrant that (with respect to information relating to the Target and its subsidiaries and their respective businesses to your knowledge), (a) all written information and written data of the Target and its subsidiaries and their respective businesses other than the Projections (as defined in the Corgi Commitment Letter) and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Committed Second Lien Lender by or on behalf of you or any of your representatives, taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections in the Confidential Information Memorandum (as defined in the Corgi Commitment Letter) have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time delivered by you based on information provided by you, the Sponsors, the Target and your and their respective representatives; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and are not a guarantee of performance. You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect (to your knowledge with respect to information relating to the Target and its subsidiaries and their respective businesses) in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that such representations will be correct (to your knowledge with respect to information relating to the Target and its subsidiaries and their respective businesses) in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters, none of the making of any representation or warranty under this paragraph, any supplement thereto, or the accuracy of any such representation or warranty shall constitute a condition precedent to the availability and initial funding of the Second Lien Facility on the Closing Date.

 

3


As consideration for the commitments of the Committed Second Lien Lender hereunder and their agreement to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Second Lien Facility Term Sheet, in the Arranger Fee Letter dated as of the date hereof and delivered herewith with respect to the Second Lien Facility (the “Arranger Fee Letter”) and in the Facility Fee Letter dated as of the date hereof and delivered herewith with respect to the Second Lien Facility (the “Facility Fee Letter” and, together with the Arranger Fee Letter, the “Fee Letters”). Once paid, such fees shall not be refundable under any circumstances.

The commitments of the Committed Second Lien Lender hereunder and its agreement to perform the services described herein and the initial funding under the Second Lien Facility on the Closing Date are subject solely to the conditions expressly set forth in the next sentence of this paragraph, in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet. In addition to the immediately preceding sentence, the commitments of the Committed Second Lien Lender hereunder and the initial funding under the Second Lien Facility on the Closing Date are subject solely to the execution (as applicable) and delivery by the Borrowers (as defined in Exhibit C hereto), the Guarantors (as defined in Exhibit C hereto) and the officers thereof, as the case may be, of definitive Second Lien Facility Documentation (as defined in Exhibit C hereto), customary closing certificates (including customary evidences of authority, charter documents and customary officers’ incumbency certificates), customary lien searches reasonably requested by the First Lien Administrative Agent (as defined in the Corgi Commitment Letter) at least 30 days prior to the Closing Date and customary legal opinions with respect to the Second Lien Facility, in each case consistent with this Commitment Letter and the Fee Letters; provided that, notwithstanding anything in this Commitment Letter, the Fee Letters, the Second Lien Facility Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the making of which shall be a condition to the availability of the Second Lien Facility on the Closing Date shall be (A) the Specified Representations (as defined below) and (B) the representations and warranties relating to the Target and its subsidiaries made by the Target in the Acquisition Agreement as are material to the interests of the Second Lien Lenders (in their capacities as such), but only to the extent that you (and any of your affiliates that is a party to the Acquisition Agreement) have the right to terminate your (and their) obligations under the Acquisition Agreement (or otherwise decline to consummate the Acquisition), in each case, without liability to any of you, the Sponsors or any of your or their respective affiliates as a result of a breach of such representations and warranties in such agreement (the “Company Representations”), (ii) the terms of the Second Lien Facility Documentation shall be in a form such that they do not impair the availability of the Second Lien Facility on the Closing Date if the conditions expressly set forth in this sentence, in the Summary of Additional Conditions and under the heading “Conditions to Initial Extensions of Credit” in the Second Lien Facility Term Sheet are satisfied or waived, and (iii) to the extent any lien search, insurance certificate and/or Collateral (as defined in Exhibit B to the Corgi Commitment Letter) or any security interest therein (other than (x) the pledge and perfection of security interests in the pledged certificated stock of wholly-owned U.S.-organized entities (including the delivery of such share certificates (if any)) to the extent required under the First Lien Facilities Term Sheet (as defined in the Corgi Commitment Letter); provided that stock certificates, if any, of the

 

4


Target and its subsidiaries will only be required to be delivered on the Closing Date to the extent received by you from the Target, so long as you have used commercially reasonable and safe efforts to obtain them on the Closing Date and (y) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such lien search, insurance certificate and/or Collateral (and perfection of security interests therein) shall not constitute a condition precedent to the availability of the Second Lien Facility on the Closing Date but shall be required to be delivered and perfected after the Closing Date (and in any event, in the case of the pledge and perfection of Collateral not otherwise required on the Closing Date, within 90 days after the Closing Date plus any extensions granted by the First Lien Administrative Agent in its sole discretion (which shall automatically also be deemed an extension by the Second Lien Administrative Agent)) pursuant to arrangements to be mutually agreed. For purposes hereof, “Specified Representations” means the representations and warranties made by the Borrowers in the Second Lien Facility Documentation and set forth in the Second Lien Facility Term Sheet relating to: corporate or other organizational existence; power and authority related to entry into and performance of the Second Lien Facility Documentation; the due authorization, execution, delivery and enforceability of the Second Lien Facility Documentation; the incurrence of the loans, the provision of guarantees and the granting of security interests, as applicable, contemplated herein not violating the constitutional documents of the Borrowers and, to the extent applicable, the Guarantors; solvency of the Company and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (solvency to be defined in a manner consistent with the solvency definition set forth in Annex I to Exhibit D hereto); creation, validity and perfection of security interests in the collateral to be perfected on the Closing Date (subject to the foregoing provisions of this paragraph relating to Collateral); U.S. Federal Reserve margin regulations; the use of loan proceeds not violating the PATRIOT Act; and the U.S. Investment Company Act. There shall be no conditions (implied or otherwise) to the commitments of the Committed Second Lien Lender hereunder, including compliance with the terms of this Commitment Letter, the Fee Letters or the Second Lien Facility Documentation, other than those expressly stated to be conditions to the initial funding under the Second Lien Facility on the Closing Date in the second sentence of this paragraph, in the Summary of Additional Conditions and, as applicable, (solely in the case of the First Lien Facilities) under the heading “Conditions Precedent to Initial Extensions of Credit” in the First Lien Facilities Term Sheet and (solely in the case of the Second Lien Facility) under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet. Without limiting the conditions precedent provided herein to funding the consummation of the Acquisition with the proceeds of the Second Lien Facility, the Committed Second Lien Lender will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Second Lien Facility in a manner consistent with the Acquisition Agreement. This paragraph is referred to as the “Funding Conditions Provision”.

 

5


You agree (a) to indemnify and hold harmless the Second Lien Administrative Agent, the Committed Second Lien Lender and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors of each of the foregoing, but excluding (x) any of the foregoing in its capacity, if applicable, as financial advisor to the Target or any of its direct or indirect equity holders or affiliates in connection with the Transactions (each, a “Sell-Side Advisor”) and any Related Person (as defined below) of such Sell-Side Advisor in such capacity, (y) any of the foregoing in its capacity, if applicable, as a Private Equity Affiliate (as defined below) in connection with the Transactions and any Related Person of such Private Equity Affiliate in such capacity and (z) any Investor (as defined in Exhibit A hereto) in its capacity as such and any Related Person of such Investor in such capacity (each, other than such excluded parties, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever to which such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Transactions, the Second Lien Facility or any related transaction or any claim, litigation, investigation or proceeding, actual or threatened, relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether such Indemnified Person is a party thereto and whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse such Indemnified Person within 30 days after receipt of a written request together with reasonably detailed backup documentation for any reasonable, documented and invoiced out-of-pocket legal expenses of one firm of counsel for all Indemnified Persons and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter, after receipt of your consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnified Person) and other reasonable, documented and invoiced out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Person of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) to the extent arising from a material breach of the obligations of such Indemnified Person or any Related Person of such Indemnified Person under this Commitment Letter or the Second Lien Facility Documentation (as determined by a court of competent jurisdiction in a final non-appealable decision), (iii) arising out of, or in connection with, any Proceeding that does not arise from an act or omission by you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person other than any Proceeding against the relevant Indemnified Person in its capacity or in fulfilling its role as an agent or similar role under the Second Lien Facility or (iv) to the extent they have resulted from any agreement governing any settlement that is effected without your prior written consent (which consent shall not be unreasonably withheld) and (b) to reimburse the Committed Second Lien Lender from time to time, upon presentation of a summary statement, for all reasonable, documented and invoiced out-of-pocket expenses (including, but not limited to, expenses of the Committed Second Lien Lender’s due diligence investigation (and with respect to third-party diligence expenses, to the extent any such

 

6


expenses have been previously approved by you, such approval not to be unreasonably withheld) and reasonable, documented and invoiced fees, disbursements and other charges of counsel to the Second Lien Administrative Agent identified in the Second Lien Facility Term Sheet and, for the avoidance of doubt, not of counsel to the Committed Second Lien Lender individually and of a single local counsel to the Second Lien Administrative Agent in each relevant material jurisdiction, except allocated costs of in-house counsel), in each case incurred by the Committed Second Lien Lender in connection with the Second Lien Facility and the preparation of this Commitment Letter, the Fee Letters and the Second Lien Facility Documentation (collectively, the “Expenses”); provided that, except as set forth in the Fee Letters, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, none of you, the Sponsors, any Investor, the Target or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages in connection with your or their activities related to the Second Lien Facility or this Commitment Letter; provided that nothing shall limit your indemnity or reimbursement obligations to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. For purposes hereof, a “Related Person” of an Indemnified Person (or any Sell-Side Advisor, Private Equity Affiliate or Investor) means, if such Indemnified Person (or such Sell-Side Advisor, Private Equity Affiliate or Investor) is the Second Lien Administrative Agent or a Committed Second Lien Lender or any of its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors, any of the Second Lien Administrative Agent or Committed Second Lien Lender and its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors.

Your indemnity and reimbursement obligations hereunder will be in addition to any liability which you may otherwise have and will be binding upon and inure to the benefit of any of your successors and assigns and the Indemnified Persons (and not of any other person).

You acknowledge that the Committed Second Lien Lender and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you, the Sponsors, the Target and your and their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. Neither the Committed Second Lien Lender nor any of its affiliates will use confidential information obtained from or on behalf of you, the Sponsors or the Target by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Committed Second Lien Lender nor any of its affiliates will furnish any such information to other persons. You also acknowledge that neither the Committed Second Lien Lender nor any of its affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

 

7


The Committed Second Lien Lender and its affiliates may have economic interests that conflict with those of the Target and you. You agree that the Committed Second Lien Lender will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letters or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Committed Second Lien Lender or any of its affiliates and you, the Sponsors and the Target, your and their respective equity holders or your and their respective affiliates with respect to the transactions contemplated by this Commitment Letter and the Fee Letters. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letters are arm’s-length commercial transactions between the Committed Second Lien Lender and its affiliates, on the one hand, and you and the Sponsors, on the other, (ii) in connection therewith and with the process leading to such transactions, the Committed Second Lien Lender and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, the Sponsors, your and their respective management, equity holders, creditors or any other person, (iii) the Committed Second Lien Lender and its applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Committed Second Lien Lender or any of its affiliates have advised or are currently advising you, the Sponsors or the Target on other matters), except the obligations expressly set forth in this Commitment Letter and the Fee Letters and (iv) you have consulted your own legal and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. Please note that the Committed Second Lien Lender and its affiliates do not provide tax, accounting or legal advice. You hereby waive and release any claims that you may have against the Committed Second Lien Lender (in its capacity as such) and its applicable affiliates (as the case may be) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Commitment Letter. It is understood that this paragraph shall not apply to or modify or otherwise affect any arrangement with any Sell-Side Advisor, or any financial advisor separately retained by you, the Sponsors, the Target or any of your or their respective affiliates in connection with the Transactions, in its capacity as such.

Notwithstanding anything in this Commitment Letter to the contrary, Owl Rock shall have the right to reallocate, sell, resell, assign and/or transfer its commitment (or any portion thereof) and/or any closing payment (or any portion thereof) and/or any commitment fee (or any portion thereof) to any affiliated investment entity and/or other affiliate of Owl Rock or any fund, investor, entity or account that is managed, sponsored or advised by Owl Rock or its affiliates pursuant to a customary investment management, investment advisory or other similar agreement pursuant to which Owl Rock or any of its affiliates controls voting decisions with respect to the Second Lien Facility (any such persons described in this paragraph, the “Other OR Lenders”); provided that, unless you agree in your sole discretion in writing in connection therewith, in each case (i) Owl Rock shall not be relieved or novated from its obligation hereunder with respect to its

 

8


commitment in respect of the Second Lien Facility in connection with any applicable assignment or transfer thereof until the occurrence of the initial funding thereof on the Closing Date, (ii) no assignment or novation shall become effective with respect to all or any portion of any such Initial Owl Rock’s commitment in respect of the Second Lien Facility until the occurrence of the initial funding on the Closing Date and (iii) Owl Rock shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of the Second Lien Facility, including all rights with respect to consents, modifications, supplements and amendments, until the occurrence of the initial funding thereof on the Closing Date.

This Commitment Letter and the commitments hereunder shall not be assignable by you (other than to a Borrower, or to one or more other entities established in connection with the Transactions organized in the United States, any state thereof or the District of Columbia and controlled by the Sponsors, with all obligations and liabilities of AcquisitionCo hereunder being assumed by such Borrower or such other entity or entities upon the effectiveness of such assignment) without the prior written consent (which may be through electronic means) of the Committed Second Lien Lender, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto (and the Sponsors and the Indemnified Persons), are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Sponsors and the Indemnified Persons) and are not intended to create a fiduciary relationship among the parties hereto. Any provision of this Commitment Letter that provides for, requires or otherwise contemplates any consent, approval, agreement, determination or consultation by you (or any Borrower referred to in the Second Lien Facility Term Sheet) on or prior to the Closing Date, shall also be construed as providing for, requiring or otherwise contemplating consent, approval, agreement, determination or consultation by the Sponsors (unless the Sponsors otherwise notify the parties hereto). This Commitment Letter and the commitments hereunder shall not be assignable by the Committed Second Lien Lender without the prior written consent of AcquisitionCo, except in accordance with the 5th paragraph of this Commitment Letter or pursuant to the next sentence. Any and all obligations of, and services to be provided by, the Committed Second Lien Lender hereunder (including, without limitation, its commitments) may be performed and any and all rights of the Committed Second Lien Lender hereunder may be exercised by or through any of its affiliates or branches; provided that with respect to the commitments, any assignments thereof to an affiliate will not relieve the Committed Second Lien Lender from any of its obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Committed Second Lien Lender and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission, e-mail or other electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall

 

9


be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act. This Commitment Letter and the Fee Letters (i) are the only agreements that have been entered into among the parties hereto with respect to the Second Lien Facility and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Second Lien Facility and set forth the entire understanding of the parties hereto with respect thereto.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Second Lien Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter for the purpose of executing and delivering the Second Lien Facility Documentation substantially simultaneously with the closing of the Acquisition, it being acknowledged and agreed that the funding of the Second Lien Facility is subject to the applicable conditions precedent set forth in the second sentence of the Funding Conditions Provision and in Exhibit D of the Commitment Letter and (ii) each Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

THIS COMMITMENT LETTER AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (A) WHETHER ANY REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF, OR WITH RESPECT TO, THE TARGET OR ANY OF ITS SUBSIDIARIES IN THE ACQUISITION AGREEMENT HAVE BEEN BREACHED, (B) WHETHER YOU (AND ANY OF YOUR AFFILIATES THAT IS A PARTY TO THE ACQUISITION AGREEMENT) CAN TERMINATE YOUR (AND THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT (OR OTHERWISE DECLINE TO

 

10


CONSUMMATE THE ACQUISITION), IN EACH CASE, WITHOUT LIABILITY TO ANY OF YOU, THE SPONSORS OR ANY OF YOUR OR THEIR RESPECTIVE AFFILIATES, (C) WHETHER A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE ACQUISITION AGREEMENT) HAS OCCURRED, AND (D) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, SHALL, IN EACH CASE, BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW (AS DEFINED IN THE ACQUISITION AGREEMENT) OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter and the Fee Letters, or the transactions contemplated hereby, and agrees that, to the extent permitted by law, all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions contemplated hereby, in any such New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County, in each case, located in the Borough of Manhattan.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letters and their terms or substance, or this Commitment Letter and its terms or substance, shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsors, the Investors (including any potential co-investors) and to your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Committed Second Lien Lender consents to such proposed disclosure (such consent not to be unreasonably

 

11


withheld, conditioned or delayed), (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or, to the extent requested or required by governmental and/or regulatory authorities (in which case, you agree, to the extent practicable and not prohibited by law, to notify us of the proposed disclosure in advance of such disclosure and if you are unable to notify us in advance of such disclosure, such notice shall be delivered to us promptly thereafter to the extent permitted by law) or (d) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letters; provided that (i) you may disclose this Commitment Letter and the contents hereof to the Target and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) you may disclose this Commitment Letter and the contents hereof (x) in any proxy or other public filing relating to the Transactions, and (y) in the Confidential Information Memorandum in a manner to be mutually agreed upon, (iii) you may disclose this Commitment Letter and the contents hereof to any Committed Lender (as defined in the Corgi Commitment Letter), potential lenders and other debt holders and potential equity investors and their respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis and to rating agencies in connection with obtaining ratings for the Borrowers and the First Lien Facilities, (iv) you may disclose the fees contained in the Fee Letters as part of a generic disclosure of aggregate sources and uses related to fee amounts to the extent customary or required in any proxy or other public filing, and in the Confidential Information Memorandum, to the extent portions thereof have been redacted in a customary manner, (v) to the extent portions thereof have been redacted in a customary manner (including, without limitation, redaction of fee amounts), you may disclose the Fee Letters and the contents thereof to the Target and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and (vi) you may disclose the amount of any fee in the Fee Letters to any prospective equity investor and its respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis. The obligations under this paragraph with respect to this Commitment Letter shall terminate automatically after the Second Lien Facility Documentation for the Second Lien Facility shall have been executed and delivered by the parties thereto. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter shall automatically terminate on the second anniversary hereof.

You agree that you will permit us to review and approve (such approval not to be unreasonably withheld, conditioned or delayed) any reference to us or any of our affiliates in connection with the Second Lien Facility or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release.

The Committed Second Lien Lender and its affiliates will use all information provided to them or such affiliates by or on behalf of you hereunder or in connection herewith solely for the purpose of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided that

 

12


nothing herein shall prevent the Committed Second Lien Lender from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Committed Second Lien Lender, to the extent not prohibited by applicable law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority) to inform you promptly thereof), (b) upon the request or demand of any regulatory authority or self-regulatory authority having jurisdiction over the Committed Second Lien Lender or any of its affiliates (in which case the Committed Second Lien Lender, to the extent practicable and not prohibited by law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority) to inform you promptly thereof), (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by any of the Committed Second Lien Lender or any of its affiliates or any of the Committed Second Lien Lender’s and such affiliates’ respective officers, directors, employees, attorneys, accountants, advisors and other representatives in violation of any confidentiality obligations owing to you, the Sponsors, any Investor, the Target or any of your or their respective subsidiaries (including those obligations set forth in this paragraph), (d) to the extent that such information is received by the Committed Second Lien Lender or its affiliates (other than Excluded Affiliates (as defined below)) from a third party that is not, to the Committed Second Lien Lender’s or its affiliates’ knowledge, subject to confidentiality obligations owing to you, the Sponsors, any Investor, the Target or any of your or their respective subsidiaries, (e) to the extent that such information was already in the Committed Second Lien Lender’s or its affiliates’ (other than Excluded Affiliates) possession on a non-confidential basis without a duty of confidentiality owing to you, the Sponsors, any Investor, the Target or any of your or their respective affiliates being violated, or is independently developed by the Committed Second Lien Lender or its affiliates (other than Excluded Affiliates), (f) to the Committed Second Lien Lender’s affiliates (other than Excluded Affiliates) and the Committed Second Lien Lender’s and such affiliates’ respective limited partners, lenders, investors, managed accounts, certain investment funds and separate accounts managed by any of them and trustees and to the respective officers, directors, employees, attorneys, accountants, advisors and other representatives of each of the foregoing (collectively, the “Representatives”) who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (provided, that the Committed Second Lien Lender shall be responsible for its Representatives, its affiliates and its affiliates’ Representatives), (g) to potential or prospective Second Lien Lenders or participants or assignees of the Second Lien Facility (in each case, other than a Disqualified Institution (as defined below)), in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) [reserved], (i) for purposes of establishing a “due diligence defense”, (j) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letters, (k) unless such person has been notified to hold such

 

13


information in confidence from the other parties hereto, to any other party hereto, (l) to the extent you consent to such proposed disclosure or (m) to any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Second Lien Facility (in each case, other than a Disqualified Institution), in each case who are informed of the confidential nature of such information and who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided, however, that, no such disclosure shall be made by the Committed Second Lien Lender to (i) any of its affiliates that is engaged as a principal primarily in private equity, mezzanine financing or venture capital or any of such affiliate’s respective officers, directors, employees, attorneys, accountants, advisors and other representatives (a “Private Equity Affiliate”) or (ii) any of its affiliates or any of such affiliate’s respective officers, directors, employees, attorneys, accountants, advisors and other representatives that is a Sell-Side Advisor (together with the Private Equity Affiliates, in each case, other than a limited number of senior employees who are required, in accordance with industry regulations or the Committed Second Lien Lender’s internal policies and procedures to act in a supervisory capacity and the Committed Second Lien Lender’s internal legal, compliance, risk management, credit or investment committee members, the “Excluded Affiliates”). The Committed Second Lien Lender shall be principally liable to the extent any confidentiality restrictions set forth herein are violated by one or more of its affiliates or any of its or its affiliates’ Representatives to whom the Committed Second Lien Lender has disclosed information pursuant to clause (f) in the proviso in the first sentence of this paragraph. The Committed Second Lien Lender’s obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Second Lien Facility upon the initial funding of the Second Lien Facility thereunder, if and to the extent the Committed Second Lien Lender is party thereto, and shall in any event terminate upon the second anniversary of the date hereof. As used herein, “Disqualified Institutions” shall mean those persons identified by you or either Sponsor in writing to the Committed Second Lien Lender (or to their respective affiliates so designated in writing) on or prior to the date hereof or to any competitors of the Target or its subsidiaries or to any affiliates of such competitors, or to any person whose principal investment strategy is investing in distressed debt or the pursuance of loan-to-own strategies and that is identified from time to time in writing by the any Borrower (as defined in Exhibit C hereto) or either Sponsor to the Second Lien Administrative Agent.

The reimbursement and compensation provisions (if applicable in accordance with the terms hereof and the Fee Letters), the provisions relating to Alternate Transactions (as defined in the Facility Fee Letter), indemnification, waiver of indirect, special, punitive or consequential damages, confidentiality (except to the extent set forth herein), jurisdiction, governing law, venue, absence of fiduciary relationship and waiver of jury trial provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether the Second Lien Facility Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Committed Second Lien Lender’s commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to the confidentiality of the Fee Letters, shall automatically terminate and be superseded by the Second Lien Facility Documentation upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letters, and you shall be automatically released from all liability in connection therewith at such time.

 

14


We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub.L.107-56 (signed into law October 26, 2001, as amended from time to time, the “PATRIOT Act”) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time, the “CDD Rule”), the Committed Second Lien Lender is required to obtain, verify and record information that identifies each Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding each Borrower and each Guarantor that will allow the Committed Second Lien Lender to identify such Borrower and such Guarantor in accordance with the PATRIOT Act and the CDD Rule. This notice is given in accordance with the requirements of the PATRIOT Act and the CDD Rule and is effective as to the Committed Second Lien Lender.

This Commitment Letter and the Fee Letters shall become effective upon the execution and delivery by all parties hereto and thereto and the acknowledgment by each of the Committed Lenders (as defined in the Corgi Commitment Letter). This Commitment Letter and the commitments and undertakings of the Committed Second Lien Lender hereunder shall automatically terminate upon the first to occur of (i) the date the Acquisition Agreement is terminated by you or otherwise validly terminated in accordance with its terms prior to the consummation of the Transactions, (ii) December 2, 2022 (the “Expiration Date”) (provided, if the Termination Date under and as defined in the Acquisition Agreement is automatically extended under Section 8.2(a) of the Acquisition Agreement to February 24, 2023, then the Expiration Date shall automatically be extended to March 3, 2023), unless the Committed Second Lien Lender shall, in its discretion, agree to an extension and (iii) the consummation of the Transactions with or without the funding of the Second Lien Facility. You shall have the right to terminate this Commitment Letter and the commitments of the Committed Second Lien Lender hereunder with respect to the Second Lien Facility at any time upon written notice to the Committed Second Lien Lender from you, subject to your surviving obligations as set forth in the third to last paragraph of this Commitment Letter and in the Fee Letters.

[Remainder of this page intentionally left blank]

 

15


The Committed Second Lien Lender is pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,

[signature pages follow]


OWL ROCK CAPITAL ADVISORS LLC
By:  

/s/ Jeff Walwyn

  Name: Jeff Walwyn
  Title: Authorized Signatory
OWL ROCK CAPITAL CORPORATION
By:  

/s/ Jeff Walwyn

  Name: Jeff Walwyn
  Title: Authorized Signatory

[Signature Page to Project Corgi Second Lien Commitment Letter]


Accepted and agreed to as of
the date first above written:
CORGI BIDCO, INC.
By:  

/s/ Rima Simson

  Name: Rima Simson
  Title: Vice President, Treasurer and Secretary

[Signature Page to Project Corgi Second Lien Commitment Letter]


ACKNOWLEDGEMENT

dated June 30, 2022

Each of the Committed Lenders (as defined in the Corgi Commitment Letter) hereby (i) acknowledges and agrees that the commitments of the Committed Second Lien Lender (as defined in the Commitment Letter) under the Commitment Letter constitute commitments to provide an Alternate Second Lien Facility (as defined in the Corgi Commitment Letter) and (ii) fully, finally and irrevocably waives any and all time limits under the Corgi Commitment Letter for entry into such Alternate Second Lien Facility (as defined in the Corgi Commitment Letter). UBS Securities LLC (“UBS Securities”) (in its capacity as “lead left” Lead Second Lien Facility Arranger (as defined in the Corgi Commitment Letter)), on behalf of the Committed Lenders (as defined in the Corgi Commitment Letter), is hereby deemed notified that AcquisitionCo has entered into commitments with respect to an Alternate Second Lien Facility (as defined in the Corgi Commitment Letter). Pursuant to the Corgi Commitment Letter, AcquisitionCo shall have no further obligations under the Corgi Commitment Letter or under the Fee Letter (as defined in the Corgi Commitment Letter) with respect to the amount of the Second Lien Facility (as defined in the Corgi Commitment Letter) equal to the amount of commitments obtained in respect of the Alternate Second Lien Facility (as defined in the Corgi Commitment Letter) (including with respect to the payment of the Second Lien Underwriting Fee (as defined in the Fee Letter (as defined in the Corgi Commitment Letter)) (other than the Initial Second Lien Underwriting Fee (as defined in the Fee Letter (as defined in the Corgi Commitment Letter))) or the Second Lien Upfront Fee (as defined in the Fee Letter (as defined in the Corgi Commitment Letter))) and all of the Committed Lenders’ (as defined in the Corgi Commitment Letter) commitments with respect to the Second Lien Facility (as defined in the Corgi Commitment Letter) are hereby immediately and irrevocably terminated.

This Acknowledgement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Acknowledgement by facsimile transmission, e-mail or other electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.

[Acknowledgment]


THIS ACKNOWLEDGEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (A) WHETHER ANY REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF, OR WITH RESPECT TO, THE TARGET OR ANY OF ITS SUBSIDIARIES IN THE ACQUISITION AGREEMENT HAVE BEEN BREACHED, (B) WHETHER YOU (AND ANY OF YOUR AFFILIATES THAT IS A PARTY TO THE ACQUISITION AGREEMENT) CAN TERMINATE YOUR (AND THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT (OR OTHERWISE DECLINE TO CONSUMMATE THE ACQUISITION), IN EACH CASE, WITHOUT LIABILITY TO ANY OF YOU, THE SPONSORS OR ANY OF YOUR OR THEIR RESPECTIVE AFFILIATES, (C) WHETHER A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE ACQUISITION AGREEMENT) HAS OCCURRED, AND (D) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, SHALL, IN EACH CASE, BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW (AS DEFINED IN THE ACQUISITION AGREEMENT) OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS ACKNOWLEDGEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Acknowledgement, or the transactions contemplated hereby, and agrees that, to the extent permitted by law, all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or

[Acknowledgment]


relating to this Acknowledgement or the transactions contemplated hereby, in any such New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County, in each case, located in the Borough of Manhattan.

[signature pages follow]

[Acknowledgment]


DEUTSCHE BANK AG NEW YORK BRANCH
By:  

/s/ Bill Frauen

  Name: Bill Frauen
  Title: Managing Director
By:  

/s/ Ilir Hasi

  Name: Ilir Hasi
  Title: Director
DEUTSCHE BANK SECURITIES INC.
By:  

/s/ Bill Frauen

  Name: Bill Frauen
  Title: Managing Director
By:  

/s/ Ilir Hasi

  Name: Ilir Hasi
  Title: Director

[Signature Page to Acknowledgement]


UBS AG, STAMFORD BRANCH
By:  

/s/ David Juge

  Name: David Juge
  Title: Managing Director
By:  

/s/ Bruce Mackenzie

  Name: Bruce Mackenzie
  Title: Managing Director
UBS SECURITIES LLC
By:  

/s/ David Juge

  Name: David Juge
  Title: Managing Director
By:  

/s/ Bruce Mackenzie

  Name: Bruce Mackenzie
  Title: Managing Director

[Signature Page to Acknowledgement]


BANK OF MONTREAL
By:  

/s/ Eric Oppenheimer

  Name: Eric Oppenheimer
  Title: Managing Director
BMO CAPITAL MARKETS CORP.
By:  

/s/ Colin Bathgate

  Name: Colin Bathgate
  Title: Managing Director

[Signature Page to Acknowledgement]


MIZUHO BANK, LTD.
By:  

/s/ Raymond Ventura

  Name: Raymond Ventura
  Title: Managing Director

[Signature Page to Acknowledgement]


TD SECURITIES (USA) LLC
By:  

/s/ K. Alper Ilgar

  Name: K. Alper Ilgar
  Title: Managing Director
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By:  

/s/ Pradeep Mehra

  Name: Pradeep Mehra
  Title: Managing Director

[Signature Page to Acknowledgement]


SANTANDER BANK, N.A.
By:  

/s/ William Maag

  Name: William Maag
  Title: Managing Director

[Signature Page to Acknowledgement]


ING CAPITAL LLC
By:  

/s/ Roy De Jongh

  Name: Roy De Jongh
  Title: Director
By:  

/s/ Clifford Beltzer

  Name: Clifford Beltzer
  Title: Director

[Signature Page to Acknowledgement]


CONFIDENTIAL    EXHIBIT A

Project Corgi

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”), in the other Exhibits to the Commitment Letter or in the Corgi Commitment Letter (as defined in the Commitment Letter).

The Sponsors, together with (at the Sponsors’ election) one or more other investors arranged by and designated by the Sponsors (collectively with the Sponsor, the “Investors”), intend to consummate the Acquisition (as defined below). In connection with the foregoing, the Sponsors have established or intend to establish (1) a newly formed U.S. limited partnership (“TopCo”), (2) a newly formed Delaware limited partnership and a wholly-owned subsidiary of TopCo (“HoldCo”), (3) a newly formed Delaware limited partnership and a wholly-owned subsidiary of HoldCo (“Holdings”), (4) a newly formed Delaware limited partnership and a wholly-owned subsidiary of Holdings (the “Company”), (5) Corgi BidCo, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of the Company (“AcquisitionCo”), (6) a newly formed Delaware limited liability company and a wholly-owned subsidiary of the Company (“U.S. BidCo I”), (7) a newly formed Delaware limited liability company and a wholly-owned subsidiary of the Company (“U.S. BidCo II”), (8) a newly formed company incorporated under the laws of England and Wales and a wholly-owned subsidiary of the Company (“U.K. BidCo”) and (9) Corgi Merger Sub, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of AcquisitionCo (“Merger Sub”).

In connection with the foregoing, it is intended that:

 

a)

The Investors will, directly or indirectly (including through one or more holding companies), make cash equity contributions to Holdings (the “Equity Contribution”) in an aggregate amount that, when combined with the value of the equity of management and existing equity holders of the Target and its subsidiaries retained, rolled over or otherwise invested in TopCo in connection with the Transactions (as defined below), equals at least 35.0% of the pro forma capitalization of TopCo and its subsidiaries (to be defined as the sum of (I) 100% of the aggregate principal amount of funded third party debt for borrowed money of the Borrowers (subject to adjustment as provided below), plus (II) the total amount of equity (including any equity retained, rolled over or otherwise invested as provided above) of TopCo and its subsidiaries) as of the Closing Date after giving effect to the Transactions (for purposes of this determination, (1) debt shall be less the amount of cash on the balance sheet of the Target and its subsidiaries after giving effect to the Transactions and (2) excluding for purposes of this determination increased levels of debt (x) from any borrowing under the First Lien Revolving Facility on or after the Closing Date not utilized to finance Transaction Costs (as defined below) (including any borrowing used to finance

 

A-1


  working capital purposes (including any refinancing of indebtedness incurred for working capital purposes)) and (y) as a result of all original issue discount and/or upfront fees in respect of the Facilities (including any additional amounts funded to finance any “flex” OID with respect to First Lien Facilities or the Second Lien Facility), which amount, together with proceeds from the Facilities, shall be used inter alia to consummate the Acquisition, to fund the Refinancing (as defined below), to pay fees, premiums and expenses incurred in connection with the Transactions (such fees, premiums and expenses, together with the Acquisition Consideration (as defined below) and the Refinancing, the “Transaction Costs”) and for any other purpose not prohibited under the Facilities; provided that, immediately after the consummation of the Transactions on the Closing Date, the Sponsors will, directly or indirectly, control a majority of the economic and voting interests in AcquisitionCo; provided, further, that, to the extent any stockholder or other equity holder of the Target has exercised appraisal rights in connection with the Transactions, then on the Closing Date the Investors may elect to issue one or more equity commitment letters in an aggregate amount not less than the amount of consideration that would otherwise be paid under the Acquisition Agreement in respect of the shares or other equity interests subject to such appraisal rights (the “Appraisal Shares”) and, for purposes of this Commitment Letter, an aggregate amount of such equity commitment letters up to, but not in excess of, the amount of consideration that would otherwise be paid under the Acquisition Agreement in respect of the Appraisal Shares shall be included in the amount and percentage of the Equity Contribution from and after the Closing Date as if such amount was funded in cash (with it being understood that, on or prior to the date of the final resolution of all such appraisal rights, the lesser of (a) the amount necessary to satisfy such appraisal rights in full and (b) the full amount committed under such equity commitment letters shall be drawn and funded, directly or indirectly, in cash to the Target in the form of common equity, or other equity on terms reasonably acceptable to the Committed Second Lien Lender) (the “Post-Closing Equity Contribution”).

 

b)

Pursuant to the Agreement and Plan of Merger (together with the Target’s disclosure schedules delivered in connection therewith, and as further amended, supplemented, waived or otherwise modified from time to time in accordance with paragraph 1 of the Summary of Additional Conditions, collectively, the “Acquisition Agreement”), among, inter alia, AcquisitionCo, Merger Sub and Covetrus, Inc., AcquisitionCo will, directly or indirectly, acquire all of the issued and outstanding equity interests of the Target (such acquisition, the “Acquisition”) and Merger Sub will merge with and into the Target, with the Target surviving such merger. Pursuant to the Acquisition, the Target’s equity holders shall have the right to receive the amounts required to consummate the Acquisition (collectively, the “Acquisition Consideration”) in accordance with the terms of the Acquisition Agreement.

 

A-2


c)

The Borrowers will obtain or cause to be obtained the Facilities, consisting of (1) up to $1,525.0 million (plus any additional amounts funded to finance any “flex” OID with respect to the First Lien Facilities) under the First Lien Term Loan Facility, (2) up to $300.0 million under the First Lien Revolving Facility, and (3) up to $425.0 million (plus, at AcquisitionCo’s option pursuant to the terms of the Second Lien Facility Term Sheet, the amount of any Second Lien Flex Increase) under the Second Lien Facility, in each case, on the closing date of the Acquisition.

 

d)

All amounts outstanding on the Closing Date (other than contingent obligations and letters of credit that are cash collateralized, backstopped or “grandfathered” as having been issued under the First Lien Facilities) under that certain Credit Agreement, dated as of February 7, 2019 (as amended, supplemented, waived or otherwise modified from time to time, the “Existing Credit Agreement”), among the Target, the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, will be repaid, redeemed, defeased, terminated or otherwise discharged (or notice for the repayment, redemption, defeasance, termination or discharge thereof will be given) (the “Refinancing”). In connection with the Acquisition, the Borrowers may directly or indirectly distribute, contribute or lend funds to the borrowers under such facilities in order to consummate the Refinancing, which loans may be forgiven, contributed or distributed at the Borrowers’ discretion.

The transactions described above and the payment of related fees, premiums and expenses are collectively referred to herein as the “Transactions”.

 

A-3


EXHIBIT B

Project Corgi

[Reserved]

 

B-1


CONFIDENTIAL    EXHIBIT C

Project Corgi

Second Lien Facility

Summary of Principal Terms and Conditions

All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this term sheet is attached, including the other Exhibits thereto or in the Corgi Commitment Letter (as defined in the Commitment Letter).

 

Borrowers:    The Borrowers under the First Lien Facilities (the “Borrowers”). The Company may, in its sole discretion, designate one or more of its direct or indirect wholly-owned U.S. subsidiaries as co-borrowers, on a joint and several basis; provided that any such designation will be subject to delivery of all necessary “know your customer” documentation and information in a manner consistent with the Precedent Facility (as defined in the Corgi Commitment Letter).
Transactions:    As set forth in Exhibit A to the Commitment Letter.
Agents:    ORCC will act as sole and exclusive administrative agent and collateral agent (in such capacity, the “Second Lien Administrative Agent”) in respect of the Second Lien Facility, and will perform the duties customarily associated with such roles.
Second Lien Lenders:    Owl Rock and the other financial institutions reasonably acceptable to the Company (the “Second Lien Lenders”).
Second Lien Facility:    An alternate second lien secured term loan facility in lieu of the Initial Second Lien Facility in an aggregate principal amount of up to $425.0 million (plus, at AcquisitionCo’s option pursuant to the terms of the Commitment Letter, the amount of any Second Lien Flex Increase) (the “Second Lien Facility”; the loans thereunder, the “Second Lien Loans”).
Incremental Second Lien Facility:    The Second Lien Facility will permit the Borrowers to add additional term loans under the Second Lien Facility or one or more incremental term loan facilities, which, for the avoidance of doubt, may take the form of delayed draw term loans, to be included in the Second Lien Facility (each, an “Incremental Second Lien Facility”;

 

C-1


  the loans thereunder, the “Incremental Second Lien Loans”) in an aggregate principal amount for all such increases and incremental facilities not to exceed the sum of (a) an unlimited amount if, after giving effect to the incurrence of such amount, the Total Secured Leverage Ratio (as defined below) is equal to or less than 7.00:1.00 (and assuming all such amounts (including amounts incurred as described in the final paragraph under the heading “Incremental Second Lien Facility”) were secured on a second lien secured basis, whether or not so secured, but excluding amounts incurred in accordance with the following clause (b)) (the amount available under this clause (a), the “Second Lien Ratio Incremental Facility”) and (b) the greater of (x) $70.0 million and (y) an amount equal to 25% of pro forma EBITDA for the four most recently ended fiscal quarters for which financial statements of the Company are available (the amount available under this clause (b), the “Second Lien Cash Capped Incremental Facility”); provided that (x) at the Company’s option, capacity under the Second Lien Ratio Incremental Facility shall be deemed to be used before capacity under the Second Lien Cash Capped Incremental Facility and (y) loans may be incurred under the Second Lien Ratio Incremental Facility, the Second Lien Cash Capped Incremental Facility, the First Lien Revolving Facility, any other revolving credit facility and/or any other applicable basket that is not based on a Total Secured Leverage Ratio incurrence test, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by first calculating the amount available to be incurred under the Second Lien Ratio Incremental Facility by disregarding any concurrent utilization of the Second Lien Cash Capped Incremental Facility, the First Lien Revolving Facility, any other revolving credit facility and/or any other applicable basket that is not based on a Total Secured Leverage Ratio incurrence test (provided that any portion of any Incremental Second Lien Facility incurred under the Second Lien Cash Capped Incremental Facility may be reclassified, as the Company may elect from time to time, as having been incurred under the Second Lien Ratio Incremental Facility if the Company meets the

 

C-2


  ratio under the Second Lien Ratio Incremental Facility at such time on a pro forma basis); provided further that (i) no existing Second Lien Lender will be required to participate in any such Incremental Second Lien Facility, (ii) no payment or bankruptcy event of default exists, or would exist after giving effect thereto, (iii) the final maturity date and the weighted average life to maturity of any such Incremental Second Lien Facility shall not be earlier than, or shorter than, as the case may be, the maturity date or the weighted average life to maturity, as applicable, of the Second Lien Facility (subject to exceptions for customary bridge financings and escrow or similar arrangements), (iv) the interest rates applicable to any Incremental Second Lien Facility, and (subject to clause (iii) above) the amortization schedule applicable to any Incremental Second Lien Facility shall be determined by the Company and the lenders thereunder; (v) any Incremental Second Lien Facility shall be on terms and pursuant to documentation reasonably satisfactory to the Company; and (vi) the Borrowers shall not incur any Incremental Second Lien Facility without first providing the existing Second Lien Lenders (on a pro rata basis) the opportunity to provide such Incremental Second Lien Facility on substantially the same terms and conditions prior to offering the opportunity of providing such Incremental Second Lien Facility to any other person on such terms and conditions (provided that the existing Second Lien Lenders must accept such opportunity to provide such proposed Incremental Second Lien Facility within three business days or else be deemed to have declined the opportunity to provide such Incremental Second Lien Facility and the Borrowers shall then have (x) the right to have a lender other the applicable existing Second Lien Lenders provide such Incremental Second Lien Facility and (y) no subsequent obligation to provide the existing Second Lien Lenders the opportunity to provide such Incremental Second Lien Facility even if the terms change in good faith from those originally offered).

 

C-3


  The Second Lien Facility Documentation will include “limited condition transactions” provisions substantially similar to (and, in any event, no less favorable to the Sponsor, the Company and its subsidiaries than) those provisions for “limited condition transactions” contained in the First Lien Facilities Documentation (as defined in Exhibit B to the Corgi Commitment Letter).
  As used herein, the “Total Secured Leverage Ratio” means the ratio of total secured net debt for borrowed money that is secured by liens on the Collateral (as defined in Exhibit B to the Corgi Commitment Letter) (calculated (x) net of (1) unrestricted cash and cash equivalents (it being understood that unrestricted cash and cash equivalents shall be measured as of the most recent fiscal month of the Company for which consolidated financial statements are available) other than the proceeds of any indebtedness that are not intended to be used for working capital purposes (other than to the extent such proceeds are intended to be promptly applied), if applicable, borrowed at the time of determination and (2) cash and cash equivalents which cash collateralize letters of credit issued on behalf of the Company or any of its restricted subsidiaries, including the cash proceeds of any indebtedness being incurred at the time of determination and (y) excluding (i) any debt secured by a junior lien on the Collateral or that is contractually subordinated in right of payment to the Second Lien Loans, (ii) any outstanding First Lien Revolving Loans and other revolving loans used to finance the working capital needs of the Company and its subsidiaries (as determined by the Company in good faith), (iii) any unreimbursed outstanding drawn amounts under funded letters of credit (provided that such amounts shall not be counted as debt until five business days after such amounts were drawn), (iv) obligations under or in respect of any Special Purpose Financing (as defined in the Precedent Facility), (v) indebtedness or other obligations arising from any cash management or related services and (vi) financing leases and any other lease obligations (the foregoing clauses (x) and (y), collectively, the “Debt Adjustments”) to trailing four-quarter EBITDA (to be defined as set forth under the heading “Documentation” below and in any event shall include, without duplication, (x) adjustments for pro

 

C-4


  forma “run rate” cost savings, operating expense reductions, revenue or operating enhancements and synergies (including revenue synergies, including those related to new business and customer wins, the modification or renegotiation of contracts and other arrangements and pricing adjustments and increases) relating to the Transactions or operational changes or other initiatives that are projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 24 months after the Closing Date or the consummation of any such operational change or other initiatives, respectively, net of the amount of the actual benefits realized during such period from such actions; provided that the add-backs pursuant to this clause (x) shall not exceed 30.0% of EBITDA for any four fiscal quarter period (calculated after giving effect to such add-backs); provided, further that in no event shall such cap apply to any projected cost savings, operating expense reductions, operating enhancements and synergies attributable to (A) the Transactions and reflected in any of (x) the Model, (y) the QoE, or (z) the Confidential Information Memorandum or (B) any other acquisition or other investment permitted under the Second Lien Facility Documentation and reflected in any quality of earnings analysis prepared by independent certified public accountants of nationally recognized standing or any other accounting firm reasonably acceptable to the Second Lien Administrative Agent (it being understood that any “Big Four” accounting firms are acceptable) and delivered to the Second Lien Administrative Agent, (y) additions of the type reflected in any of (i) the Sponsors’ financial model, dated as of May 9, 2022 (the “Model”), (ii) the Quality of Earnings report of PricewaterhouseCoopers LLP, dated as of May 6, 2022 (the “QoE”), (iii) the Confidential Information Memorandum and (iv) any other quality of earnings analysis prepared by independent certified public accountants of nationally recognized standing or any other accounting firm reasonably acceptable to the Second Lien Administrative Agent (it being understood

 

C-5


   that any “Big Four” accounting firms are acceptable) and delivered to the Second Lien Administrative Agent in connection with an acquisition or other investment permitted under the Second Lien Facility Documentation, and (z) solely with respect to the Company’s technology business, (i) the amortization of Capitalized Software Expenditures (to be defined in a manner consistent with the EP Credit Agreement) and (ii) an addback for internal software development costs that are expensed during the period but which could have been capitalized in accordance with GAAP, “EBITDA”).
   The Second Lien Facility will permit the Borrowers to utilize availability under the Incremental Second Lien Facility amount to issue second or junior lien secured notes or loans (subject to (A) the Intercreditor Agreements (as defined under the heading “Security” below) and/or (B) other intercreditor terms to be agreed (such terms referred to in clauses (A) and (B), the “Intercreditor Terms”)) or unsecured notes or loans, with the amount of such secured or unsecured notes or loans incurred and outstanding pursuant to the Second Lien Cash Capped Incremental Facility reducing the aggregate principal amount available for the Incremental Second Lien Facilities pursuant to the Second Lien Cash Capped Incremental Facility (“Second Lien Incremental Equivalent Debt”); provided that, such secured or unsecured notes or loans (i) do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than, loans under the Second Lien Facility (subject to exceptions for customary bridge financings and escrow or similar arrangements), (ii) shall not (subject to exceptions for escrow or similar arrangements consistent with those in the Precedent Facility) be secured by any lien on any asset of any Borrower or any Guarantor (as defined under the heading “Guarantees” below) that does not also secure the Second Lien Facility, or be guaranteed by any person other than the Guarantors and (iii) in the case of any such secured notes or loans, shall be subject to an intercreditor agreement consistent with the Intercreditor Terms above.

 

C-6


Second Lien Refinancing Facility:    The Second Lien Facility Documentation will include “refinancing facilities” provisions substantially similar to (and, in any event, no less favorable to the Sponsor, the Company and its subsidiaries than) those provisions for “refinancing facilities” contained in the First Lien Facilities Documentation.
Purpose:    The proceeds of borrowings under the Second Lien Facility will be used by the Borrowers, on or after the Closing Date, together with the proceeds of borrowings of under the First Lien Facilities and the proceeds of the Equity Contribution, solely to finance Transaction Costs.
Availability:    The Second Lien Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Second Lien Facility that are repaid or prepaid may not be reborrowed.
Interest Rates and Fees:    As set forth in Annex I to this Second Lien Facility Term Sheet.
Default Rate:    With respect to overdue principal, the applicable interest rate plus 2.00% per annum, with respect to overdue interest, the applicable interest rate for the principal of the related loan plus 2.00% per annum, and with respect to any other overdue amount, the interest rate applicable to ABR loans (as defined in Annex I to this Second Lien Facility Term Sheet) plus 2.00% per annum.

Final Maturity and

Amortization:

   The Second Lien Facility will mature on the date that is eight years after the Closing Date (the “Second Lien Maturity Date”), with no amortization and all amounts outstanding thereunder payable on the Second Lien Maturity Date; provided that the Second Lien Facility Documentation shall provide the right of individual Second Lien Lenders to agree to extend the maturity of their Second Lien Loans upon the request of the Company and without the consent of any other Second Lien Lender (as further described under the heading “Voting” below).
Guarantees:    All obligations of the Borrowers under the Second Lien Facility (the “Second Lien Borrower Obligations”) will be guaranteed by the same guarantors that guarantee the First Lien Facilities (such guarantors, the “Guarantors”;

 

C-7


   and together with the Borrowers, the “Loan Parties”; and each a “Loan Party”; and such guarantees, the “Guarantees”). Each guarantee in respect of the Second Lien Facility will be automatically released upon the release of the corresponding Guarantee of the First Lien Facilities (other than any release in connection with the payment in full of all amounts outstanding under the First Lien Facilities). It is understood that any subsidiary of the Company that is excluded from the guarantee requirements under the First Lien Facilities Documentation shall not be a Guarantor.
Unrestricted Subsidiaries:    Subject to the restricted payments covenant in the Second Lien Facility Documentation, the Company may designate any subsidiary as an “unrestricted subsidiary” and subsequently redesignate any such unrestricted subsidiary as a restricted subsidiary. Unrestricted subsidiaries will not be subject to the representations and warranties, covenants, events of default or other provisions of the Second Lien Facility Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial metric contained in the Second Lien Facility Documentation except to the extent of distributions received therefrom.
Security:    Subject to the limitations set forth below in this section, and, on the Closing Date, to the Funding Conditions Provision, the Second Lien Borrower Obligations and the Guarantees will be secured by a security interest in the Collateral, which security interest in the Collateral will be second in priority (as among the First Lien Facilities and the Second Lien Facility), and subject to liens permitted to exist under the Second Lien Facility Documentation, it being understood that the Collateral shall not include Excluded Assets (as defined in Exhibit B to the Corgi Commitment Letter), including those assets as to which the First Lien Administrative Agent and the Company reasonably determine that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the First Lien Lenders (as defined in the Corgi Commitment Letter) of the security to be afforded thereby.

 

C-8


 

For the avoidance of doubt, Collateral owned by any Borrower shall secure such Borrower’s obligations, and Collateral owned by any Guarantor shall secure such Guarantor’s obligations.

 

The priority of security interests and relative rights of the lenders under the First Lien Facilities and the Second Lien Lenders under the Second Lien Facility shall be subject to intercreditor arrangements to be set forth in an intercreditor agreement substantially in the form of an exhibit to the definitive credit agreement for the Second Lien Facility (the “Intercreditor Agreement”). The terms of the Intercreditor Agreement will be consistent with, substantially similar to and no less favorable to the Sponsor, the Company and its subsidiaries than the form of the intercreditor agreement attached as Exhibit J-1 to the Precedent Facility; provided, that the terms of the Intercreditor Agreement will (i) include a reciprocal right that if the lenders under the First Lien Facilities hold incremental and/or new collateral, such lenders will be required to hold such collateral for the benefit of the Second Lien Lenders under the Second Lien Facility (in accordance with the terms of the Intercreditor Agreement), (ii) include a reciprocal right that the lenders under the First Lien Facilities waive their right to contest or challenge the liens granted in favor of the Second Lien Lenders under the Second Lien Facility, (iii) in the definition of “Exercise Any Secured Creditor Remedies”, make it clear that any acceleration of the Second Lien Loans will not be prohibited during any standstill period and (iv) provide that, if the liens of the First Lien Lenders are released pursuant to (x) any sale, transfer or other disposition permitted under the First Lien Facilities Documentation or (y) the approval of the requisite majority of First Lien Lenders, the liens of the Second Lien Lenders shall only be released over corresponding assets to the extent permitted under the Second Lien Facility Documentation or as otherwise approved by the requisite majority of Second Lien Lenders. Without limiting the foregoing, the Second Lien Facility Documentation and the Intercreditor

 

C-9


   Agreement will allow additional debt that is permitted under the Second Lien Facility Documentation to be incurred and secured, and to share ratably in the collateral securing the Second Lien Facility on (at the Company’s option) a first priority, second priority or junior priority basis with respect to the Collateral.
   The second lien pledges, security interests and mortgages shall be created and perfected on terms, and pursuant to documentation, consistent with and substantially similar to (and in any event no less favorable to the Sponsors, the Company and its subsidiaries than) the First Lien Collateral Documentation (as defined in Exhibit B to the Corgi Commitment Letter).
   For the avoidance of doubt, (i) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests therein (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction) and (ii) to the extent not automatically perfected by UCC filings in the jurisdiction of incorporation or organization, no Loan Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts or other bank accounts, but excluding the assets described in clause (a) of the first paragraph under the heading “Security” in Exhibit B to the Corgi Commitment Letter and material intercompany notes; provided that the assets described in such clause (a) may be perfected by being held by the First Lien Administrative Agent, the Second Lien Administrative Agent or in accordance with the Intercreditor Agreement).
Mandatory Prepayments:    Subject to the next succeeding paragraph, the Second Lien Loans shall be prepaid with (a) commencing with the first full fiscal year of the Company to occur after the Closing Date, an amount equal to (i) 50% of Excess Cash

 

C-10


  Flow (to be defined consistent with “Documentation” below, “Second Lien Excess Cash Flow”) minus (ii) the First Lien Amount (as defined below) (the “Second Lien ECF Prepayment Amount”), with a reduction to zero based upon achievement of a Total Secured Leverage Ratio of 6.50:1.00; provided that (v) the calculation of Total Secured Leverage Ratio shall give pro forma effect to any partial prepayment with the Second Lien ECF Prepayment Amount, (w) no prepayment shall be required unless the Second Lien ECF Prepayment Amount exceeds the greater of (i) $87.5 million and (ii) an amount equal to 31.25% of pro forma EBITDA for the four most recently ended fiscal quarters for which financial statements of the Company are available (the “Second Lien ECF Threshold Basket”), and in such case, the Second Lien ECF Prepayment Amount shall be the amount in excess thereof, (x) the portion of such Second Lien ECF Prepayment Amount required by the terms of any other debt with pari passu lien priority with the Second Lien Facility (“Second Lien Pari Passu Debt”) to be applied or offered to prepay or purchase such Second Lien Pari Passu Debt on a pro rata basis with the Second Lien Loans (and so long as the Second Lien Loans are offered no less than a ratable share of such Second Lien ECF Prepayment Amount) and (y) in any fiscal year any (1) mandatory prepayment made as a result of any non-ordinary course asset sales or other dispositions of assets by the Company or any of its restricted subsidiaries (including insurance and condemnation proceeds) or voluntary prepayments, repurchases or redemptions of loans under the Second Lien Facility, any Incremental Second Lien Facility or Second Lien Pari Passu Debt, in each case, including the amount of any premium, make-whole or penalty payments, (2) voluntary prepayments, repurchases or redemptions of loans under the Second Lien Facility or any Incremental Second Lien Facility, (3) investments or other permitted restricted payments or (4) capital expenditures or acquisitions of intellectual property, in each case, made (or, in the case of clauses (3) and (4), committed to be made) during such fiscal year or, at the Company’s option and without duplication, after such fiscal year end and prior to the time such Second Lien Excess Cash Flow payment is

 

C-11


  due, shall in each case of clauses (x) and (y) be credited against excess cash flow prepayment obligations for such fiscal year on a dollar-for-dollar basis (other than, in the case of clause (y), to the extent such prepayments are funded with the proceeds of long-term indebtedness); (b) 100% of the net cash proceeds received from the incurrence of indebtedness by the Company or any of its restricted subsidiaries (other than the incurrence of indebtedness permitted under the Second Lien Facility, but including the proceeds of Specified Refinancing Term Loans (as defined in the Precedent Facility, “Refinancing Second Lien Facilities”); and (c) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Company or any of its restricted subsidiaries (including insurance and condemnation proceeds) in excess of an amount to be agreed and subject to the right of the Company and its restricted subsidiaries to reinvest such proceeds if such proceeds are reinvested (or committed to be reinvested) within 24 months and, if so committed to reinvestment, reinvested within 6 months thereafter (provided that the Company may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of the proceeds of an asset sale or other disposition to have been reinvested in accordance with the provisions hereof; provided, further, that such deemed expenditure shall have been made no earlier than the earliest of notice, execution of a definitive agreement for such asset sale or disposition and consummation of such asset sale or disposition) (the “Asset Sale Proceeds Amount”); and other exceptions no less favorable to the Sponsors, the Company and its subsidiaries than the standard set forth under the heading “Documentation” below; provided that the portion of such Asset Sale Proceeds Amount required by any Second Lien Pari Passu Debt to be applied or offered to prepay such Second Lien Pari Passu Debt on a pro rata basis with the Second Lien Loans (and so long as the Second Lien Loans are offered no less than a ratable share of such Asset Sale Proceeds Amount) shall be credited against asset sale proceeds prepayment obligations on a dollar-for-dollar basis; provided, further, that no prepayment shall be required with respect to the proceeds of a

 

C-12


  disposition (or insurance or condemnation event) of all or substantially all of a product line or line of business so long as the Consolidated Total Leverage Ratio (as defined in the Corgi Commitment Letter), on a pro forma basis (in each case, determined after giving effect to such prepayment), is less than or equal to 6.50:1.00. Notwithstanding the foregoing, mandatory prepayments made pursuant to clauses (a) and (c) above shall be limited to the extent that the Company determines in good faith that such prepayments would either (i) result in material adverse tax consequences to TopCo or one of its subsidiaries related to the repatriation of funds in connection therewith by foreign subsidiaries or (ii) (1) be prohibited or delayed by or violate or conflict with applicable law, (2) be restricted by applicable organizational documents or any agreement, (3) be subject to other organizational or administrative impediments or (4) conflict with the fiduciary duties of the applicable directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any applicable officer, director or manager, in each case, from being repatriated. The term “First Lien Amount” means, for any fiscal year, any voluntary or mandatory prepayments (including amortization payments) or repurchases of loans under the First Lien Facilities (including any First Lien Revolving Loans to the extent any commitments with respect thereto are permanently reduced), any other debt with pari passu lien priority with the First Lien Facilities (“First Lien Pari Passu Debt”) (including revolving loans to the extent any commitments with respect thereto are permanently reduced) and any other debt with lien priority that is senior to the Second Lien Facility, including any prepayment or repurchase of First Lien Term Loans or other term loans that constitute First Lien Pari Passu Debt or with lien priority that is senior to the Second Lien Facility at a discount to par with credit given to the actual cash amount of the prepayment or repurchase, in each case, (1) made during such fiscal year, (2) at the Company’s option and without duplication, made after such fiscal year end and at or prior to the time a payment based on the Second Lien ECF Prepayment Amount is due under the Second Lien Facility or (3) required under the terms thereof to be made based on Second Lien Excess Cash Flow or a percentage thereof for such fiscal year.

 

C-13


   No mandatory prepayments of Second Lien Loans shall be required to the extent amounts outstanding under the First Lien Term Loan Facility, any First Lien Pari Passu Debt and any other first lien secured notes, loans or other indebtedness (any such indebtedness, “First Lien Debt”) are prepaid with the proceeds of such mandatory prepayments (and the amount of any such prepayment of the Second Lien Loans shall be reduced by any portion thereof that was first applied to repay, prepay, repurchase or retire First Lien Debt).
   Within the Second Lien Facility, mandatory prepayments shall be applied first, to accrued interest and fees due on the amount of the prepayment under the Second Lien Facility and second, to the remaining outstanding principal amount under the Second Lien Facility.
   At the Company’s option it may allow Second Lien Lenders to elect not to accept any mandatory prepayment made pursuant to clause (a) or (c) (each, a “Declining Lender”). Any prepayment amount declined by a Declining Lender or a holder of Second Lien Pari Passu Debt, as applicable, may be retained by the Borrowers and will increase the amount available to make restricted payments.
Voluntary Prepayments:    Voluntary prepayments of borrowings under the Second Lien Facility will be permitted at any time, in minimum principal amounts to be agreed upon, without premium (except as set forth below) or penalty, subject to reimbursement of the Second Lien Lenders’ redeployment costs actually incurred in the case of a prepayment of Term SOFR borrowings other than on the last day of the relevant interest period.
   Any Second Lien Lender may, at its option, and if agreed by the Company, in connection with any prepayment of loans under the Second Lien Facility, exchange such Second Lien Lender’s portion of such loans to be prepaid for new indebtedness of the Borrowers, in lieu of all or

 

C-14


  

part of such Second Lien Lender’s pro rata portion of such prepayment (and any such loans so exchanged shall be deemed repaid for all purposes), so long as (other than in connection with a refinancing in full of the Second Lien Facility) such indebtedness would not have a weighted average life to maturity earlier than the weighted average life to maturity of the Second Lien Loans being repaid.

 

All voluntary prepayments, all repricing transactions (to be defined in a manner consistent with “Repricing Transaction” (as defined in the Precedent Facility)) in respect of the Second Lien Facility, all prepayments made with proceeds of Refinancing Second Lien Facilities or indebtedness not permitted under the Second Lien Facility, all payments of assignments in respect of replacements of non-consenting Lenders and all prepayments made in connection with a “Change of Control Offer” (as defined in the Precedent Facility) will be subject to the following prepayment premiums: (i) 2.00% of the principal amount prepaid if such prepayment occurs on or prior to the one-year anniversary of the Closing Date, (ii) 1.00% of the principal amount prepaid if such prepayment occurs after the one-year anniversary of the Closing Date, but on or prior to the two-year anniversary of the Closing Date and (iii) none if such prepayment occurs after the two-year anniversary of the Closing Date.

Documentation:    The definitive documentation for the Second Lien Facility (the “Second Lien Facility Documentation”) will be separate from but substantially similar to (and no less favorable to the Sponsors, the Company and its subsidiaries than) the First Lien Facilities Documentation (including with respect to the EU and UK “bail-in” provisions and customary U.S. Department of Labor lender regulatory representations), and, in each case, will take into account and be modified fully as appropriate to (x) reflect the SOFR provisions in the SOFR Precedent (as defined in Exhibit B to the Commitment Letter), (y) reflect the terms set forth in the Commitment Letter, the inapplicability of the provisions relating to the revolving credit mechanics of the First Lien Revolving Facility

 

C-15


   and, if applicable, any substantive changes (other than any substantive changes that are more favorable to the Sponsors, the Company or its subsidiaries) made between the terms agreed in the Corgi Commitment Letter and the terms reflected in the final First Lien Facilities Documentation (provided that any applicable cushions between the First Lien Facilities Documentation and the Second Lien Facility Documentation are preserved) and (z) strictly ministerial administrative changes reasonably requested by the Second Lien Administrative Agent and agreed to by the Company. Notwithstanding the foregoing, the only conditions to the availability of the Second Lien Facility on the Closing Date shall be the applicable conditions set forth in the second sentence of the Funding Conditions Provision and in Exhibit D to the Commitment Letter.
Representations and Warranties:    The representations and warranties shall be substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those representations and warranties contained in the First Lien Facilities Documentation.
   The representations and warranties will be required to be made in connection with each extension of credit (including, subject to the Funding Conditions Provision, the extensions of credit on the Closing Date, but excluding extensions of credit under any Incremental Second Lien Facility), it being understood that the failure of any representation or warranty (other than the Specified Representations, subject to the Funding Conditions Provision) to be true and correct on the Closing Date will not constitute the failure of a condition precedent to funding or a default under the Second Lien Facility.
Conditions Precedent to Initial Extension of Credit:    The initial extensions of credit under the Second Lien Facility will be subject solely to (a) the applicable conditions set forth in the second sentence of the Funding Conditions Provision and in Exhibit D to the Commitment Letter and (b) the condition that the Specified Representations and, to the extent required by the Funding Conditions Provision, the Company

 

C-16


   Representations shall be true and correct in all material respects on and as of the Closing Date (although any Specified Representation or Company Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be). To the extent that any representations and warranties made on, or as of, the Closing Date (or a date prior thereto) are qualified by or subject to “material adverse effect”, the definition thereof shall be “Company Material Adverse Effect” as defined in the Acquisition Agreement, for purposes of such representations and warranties.
Affirmative Covenants:    The affirmative covenants shall be substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those affirmative covenants contained in the First Lien Facilities Documentation.
Negative Covenants:    The negative covenants shall be substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those negative covenants contained in the First Lien Facilities Documentation (except that (I) the lien covenant will allow, among other things, (i) liens securing debt if, after giving effect to the incurrence of such amount, (A) in the case of liens having first priority, the Total First Lien Leverage Ratio (as defined in Exhibit B to the Corgi Commitment Letter) is equal to or less than 5.50:1.00 (it being understood that, for purposes of this exception, any liens that are senior in priority to the liens on the Collateral securing the Second Lien Loans shall be deemed to be first priority liens) or (B) in the case of liens that are not senior to the liens securing the Second Lien Facility, the Total Secured Leverage Ratio is equal to or less than 7.00:1.00 and (ii) liens on Collateral, if such liens rank junior to the liens on such Collateral in relation to the liens securing the Second Lien Loans and the Guarantees, as applicable; provided, that the lien covenant will not include a basket for liens securing contribution indebtedness, (II) the indebtedness covenant will (i) include, with respect to the corresponding

 

C-17


  exception under the Second Lien Facility Documentation for the exception specified in clauses (I)(ii) and (I)(iii) under the heading “Negative Covenants” in Exhibit B to the Corgi Commitment Letter, a cap on the amount of indebtedness that can be incurred by restricted subsidiaries that are not Guarantors or Escrow Subsidiaries in an amount equal to not less than the greater of $280.0 million and 100% of pro forma EBITDA, (ii) limit the RP Debt Basket (as defined in the Corgi Commitment Letter) to an amount that is equal to the amount of restricted payments that the Company and its restricted subsidiaries would have been able to make on the date of such incurrence under the specified restricted payment baskets, (iii) include, in lieu of the corresponding exception under the Second Lien Facility Documentation for the exception specified in clause (I)(iii)(z) under the heading “Negative Covenants” in Exhibit B to the Corgi Commitment Letter, a basket for the incurrence of other Indebtedness if after giving effect to the incurrence of such amount, the Consolidated Coverage Ratio is greater than or equal to 2.00:1.00, (iv) modify the basket in Section 8.1(b)(xi) of the Precedent Facility by modifying the definition of “Contribution Indebtedness” by removing the word “twice” appearing in such definition and (v) modify the basket in Subsection 8.1(b)(i)(I)(B)(y)(1) of the Precedent Facility by replacing “Borrowing Base” with “Domestic Borrowing Base”, (III) the restricted payments covenant will (i) allow (in lieu of the exception specified in clause (VIII)(b) under the heading “Negative Covenants” in Exhibit B to the Corgi Commitment Letter, unlimited restricted payments subject to pro forma compliance with a maximum Total Secured Leverage Ratio of (x) in the case of restricted payments in respect of equity interests, 6.50:1.00, (y) in the case of investments, 7.00:1.00, and (z) in the case of prepayments of contractually subordinated debt, 6.50:1.00), (ii) modify the provisions that will be derived from (x) Section 8.2(a)(3)(A) of the Precedent Facility such that clause (z) thereof allowing restricted payments based on Consolidated EBITDA less 150% of interest expense be deleted from such provisions, (y) Section 8.2(A)(3)(E) of the Precedent Facility such that such provision be deleted in its entirety

 

C-18


   and (z) Section 8.2(a)(3) of the Precedent Facility such that any prepayment amount declined by a Declining Lender or a holder of Second Lien Pari Passu Debt, as applicable, may be retained by the Borrowers and will increase the amount available to make restricted payments but any other retained asset sale proceeds will not increase the amount available to make restricted payments, and (iii) allow (in lieu of the exception specified in clause (VIII)(i) under the heading “Negative Covenants” in Exhibit B to the Corgi Commitment Letter), restricted payment of a Business Line (as defined in the Corgi Commitment Letter) or a restricted payment of the proceeds from a permitted sale of a Business Line so long as the Consolidated Total Leverage Ratio, on a pro forma basis (in each case, determined after giving effect to such restricted payment and any related transactions), is less than or equal to 6.50:1.00, (IV) the asset dispositions covenant will not include a basket corresponding to clause (cc) in the definition of “Asset Sale” under the EP Credit Agreement (as defined in the Corgi Commitment Letter), (V) investments, dispositions and other transfers (including by designation of unrestricted subsidiaries, but excluding any transfer by way of permitted restricted payment) by Loan Parties to restricted subsidiaries that are non-Loan Parties or to unrestricted subsidiaries, or by non-Loan Party restricted subsidiaries to unrestricted subsidiaries, of any part of the Global Pharmacy Management or Global Software Services business lines or PIMS or GMP/VFC product lines shall be permitted, provided that any restricted payment made using the proceeds of any such transaction shall be subject to either (x) the Consolidated Total Leverage Ratio, on a pro forma basis (in each case, determined after giving effect to such restricted payment and any related transactions), being less than or equal to 6.50:1.00 or (y) available capacity pursuant to any other available restricted payment dollar basket and (VI) the transactions with affiliates covenant will provide that the Company and its restricted subsidiaries will not be permitted to sell, distribute or otherwise transfer a Business Line (as defined in the Corgi Commitment Letter) to any Sponsor or affiliate thereof other than in connection with a bona fide third party transaction),

 

C-19


   except that (other than as specified above) the “baskets” for the negative covenants under the Second Lien Facility Documentation will be sized (1) other than in the case of ratio-based baskets, at least 25% above the levels of such “baskets” under the First Lien Facilities Documentation; provided that the following “baskets” will be sized 15% above the levels of such “baskets” under the First Lien Facilities Documents: Section 8.1(b)(xv) under the Precedent Facility, Section 7.02(2)(ee) under the EP Credit Agreement (as defined in the Corgi Commitment Letter) and Section 8.2(xv) under the Precedent Facility and (2) in the case of ratio-based baskets, with an additional cushion of 0.25x against the applicable ratio of such ratio-based baskets under the First Lien Facility Documentation.
Financial Covenant:    None.
Events of Default:    Events of Default shall be substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) the events of default contained in the First Lien Facilities Documentation; provided that the Second Lien Facility Documentation shall (i) include a grace period of 60 days for an Event of Default arising from the failure to deliver financial statements, (ii) in respect of other Events of Default, include longer grace periods and thresholds that are, in each case, at least 25% higher than those in the First Lien Facilities Documentation and (iii) provide for cross payment default upon final maturity of the First Lien Facilities.
Voting:    Amendments and waivers of the Second Lien Facility Documentation (including amendments to the pro rata sharing provisions) will require the approval of Second Lien Lenders holding more than 50% of the aggregate amount (without duplication) of the loans and commitments under the Second Lien Facility (the “Required Lenders”), except that (i) the consent of all Second Lien Lenders directly and adversely affected thereby shall be required with respect to: (A) increases in the commitment of such Second Lien Lender, (B) reductions of principal, interest or fees,

 

C-20


  

(C) extensions or postponement of final maturity or any scheduled amortization, (D) releases of all or substantially all the value of the Guarantees or releases of liens on all or substantially all of the Collateral and (E) modifications to any of the voting percentages, (ii) without limiting the preceding clause (i), any proposed amendment or waiver that only affects one or more (but not all) class(es), tranche(s) or facility(ies) under the Second Lien Facility will only require the consent of Second Lien Lenders holding more than 50% of the loans and commitments of such affected class(es), tranche(s) or facility(ies) and (iii) customary protections for the Second Lien Administrative Agent will be provided.

 

The requirement under the third proviso of Section 11.1(a) of the Precedent Facility that the collateral agent release assets subject to a lien in favor of Second Lien Lenders, and valued below a specified threshold in any fiscal year, be modified so that the collateral agent shall not be required to release such assets from the lien, but may do so in its discretion.

   The Second Lien Facility Documentation shall contain provisions permitting the Borrowers to replace or, if no payment or bankruptcy event of default has occurred and is continuing, prepay the Second Lien Loans and terminate the commitments of (x) Defaulting Lenders, (y) any non-consenting Second Lien Lender in connection with amendments and waivers requiring the consent of all Second Lien Lenders directly and adversely affected thereby, so long as Second Lien Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Second Lien Facility or more than 50% of the aggregate amount of the loans directly and adversely affected thereby shall have consented thereto or (z) every non-consenting Second Lien Lender in connection with amendments and waivers requiring the consent of all Second Lien Lenders or of all Second Lien Lenders directly and adversely affected thereby, if Second Lien Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Second Lien Facility or more than 50% of the aggregate amount of the loans directly and adversely affected thereby have not consented thereto.

 

C-21


   The Second Lien Facility Documentation will include “amend and extend” provisions substantially similar to (and, in any event, no less favorable to the Sponsor, the Company and its subsidiaries than) those “amend and extend” provisions contained in the First Lien Facilities Documentation.
   The Second Lien Facility Documentation will include provisions with respect to “net short lenders” substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those provisions for “net short lenders” contained in the First Lien Facilities Documentation.
Cost and Yield Protection:    The Second Lien Facility Documentation will include cost and yield protection provisions substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those provisions for cost and yield protection contained in the First Lien Facilities Documentation.
Assignments and Participations:   

The Second Lien Facility Documentation will contain provisions for assignments of and participations in the Second Lien Loans and commitments substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those provisions for assignments of and participations in the loans and commitments contained in the First Lien Facilities Documentation.

 

The threshold set forth in Subsection 11.6(h)(i)(2) of the Precedent Facility for the amount of Second Lien Loans (including Incremental Second Lien Loans) that may be purchased by Affiliated Lenders (as defined in the Precedent Facility) that are not Affiliated Debt Funds (as defined in the Precedent Facility) shall be increased to 30%.

 

C-22


Successor Administrative Agent:    The Second Lien Facility Documentation will contain provisions for the resignation or removal of the Second Lien Administrative Agent and the collateral agent substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those provisions for the resignation or removal of the First Lien Administrative Agent in the First Lien Facilities Documentation.
Expenses and Indemnification:    The Second Lien Facility Documentation will contain provisions for expenses and indemnification substantially similar to (and, in any event, no less favorable to the Sponsors, the Company and its subsidiaries than) those provisions for expenses and indemnification contained in the First Lien Facilities Documentation.
Governing Law and Forum:    New York (except security documentation that the First Lien Lead Arrangers reasonably determine should be governed by local law and Borough of Manhattan).
Counsel to the Second Lien Administrative Agent:    Davis Polk & Wardwell LLP.
Miscellaneous:    The Second Lien Term Sheet (together with the documentation principles set forth in the “Documentation” paragraph therein) reflects all material terms related to the Second Lien Facility. Each party acknowledges that (a) such terms are the result of extensive negotiations among the parties hereto and are an integral and necessary part of the Transactions and (b) the Transactions represent a unique opportunity for the AcquisitionCo, the Borrowers and the Sponsors.

 

C-23


ANNEX I to

EXHIBIT C

 

Interest Rates:    The per annum interest rates under the Second Lien Facility will be as follows:
  

At the option of the applicable Borrower, Term SOFR plus 8.75% or ABR plus 7.75%.

 

Interest rate spreads under the Second Lien Facility shall be subject to an additional stepdown of 0.25% (for the margin for each of Term SOFR and ABR) following a qualified IPO (the “Second Lien Term Loan IPO Step-down”).

 

In the event the maximum effective yield (without giving effect to any step-downs) with respect to the First Lien Term Loans is increased above Term SOFR plus 575 basis points per annum (for such purposes, equating any increase in upfront fees and/or original issue discount (“OID”) to interest rate margin based on an assumed 4-year life to maturity (e.g., 50 basis points in OID equates to 12.5 basis points of interest rate margin))), the interest rate margin with respect to the Second Lien Loans shall be increased on a basis point by basis point basis by the amount of such excess up to a maximum of 50 basis points.

   The applicable Borrower may elect interest periods of 1, 3 or 6 months (or, if available to all relevant Lenders, 12 months or a shorter period) for Term SOFR borrowings.
   Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable at the end of each interest period and, in any event, at least every 3 months.
   ABR is the highest of (i) the prime commercial lending rate, as published in the Wall Street Journal for such day (which, if less than 0%, shall be deemed to be 0%) (the “Prime Rate”), (ii) the federal funds effective rate from time to time plus 0.50% and (iii) Term SOFR applicable for an interest period of one month plus 1.00%.

 

C-I-1


  

Term SOFR has the meaning given in the SOFR Precedent (as defined in the Corgi Commitment Letter); provided that Term SOFR shall not be less than 1.00% per annum.

 

Notwithstanding anything contained herein to the contrary, the First Lien Facilities Documentation shall include benchmark replacement provisions consistent with the SOFR Precedent.

 

D-I-2


CONFIDENTIAL    EXHIBIT D

Project Corgi

Summary of Additional Conditions

All capitalized terms used but not defined herein shall have the meaning given to them in the Commitment Letter to which this Summary of Additional Conditions is attached, including the other Exhibits thereto, or in the Corgi Commitment Letter (as defined in the Commitment Letter).

Except as otherwise set forth below, the initial borrowing under the Second Lien Facility shall be subject to the satisfaction (or (i) in the case of each of paragraphs (1), (2), (3), (6), (8) and (9), waiver by the Second Lien Lenders or (ii) in the case of each of paragraphs (4), (5) and (7), waiver by the Second Lien Lenders) of the following additional conditions:

1. The Acquisition shall have been or, substantially concurrently with the initial borrowing under the Second Lien Facility shall be, consummated in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments, express waivers or express consents thereunder by AcquisitionCo that are materially adverse to the Second Lien Lenders (in their capacities as such) without the consent of the Second Lien Lenders holding at least a majority of the commitments under the Second Lien Facility (such consent not to be unreasonably withheld, conditioned or delayed and provided that the Second Lien Lenders shall be deemed to have consented to such modification, amendment, waiver or consent unless they shall object thereto within two business days after receipt of written notice of such modification, amendment, waiver or consent), it being understood and agreed that (i) any change in the purchase price shall not be deemed to be materially adverse to the Lenders but (x) any resulting reduction in cash uses shall be allocated (a) first, to a reduction of the Equity Contribution to the level set forth in paragraph (a) in the Transaction Description, and (b) second, (I) 65.0% to a reduction in the Second Lien Facility (followed by a reduction of the First Lien Term Loan Facility) and (II) 35.0% to a reduction in the Equity Contribution and (y) any increase in purchase price (excluding, for the avoidance of doubt, any purchase price adjustments in accordance with the terms of the Acquisition Agreement, with respect to which there shall be no limitation on source of funding) shall be funded (at AcquisitionCo’s option) with the proceeds of an equity contribution and/or the proceeds of First Lien Revolving Loans and (ii) any modification, amendment, express waiver or express consent to the definition of “Company Material Adverse Effect” in the Acquisition Agreement shall be deemed to be materially adverse to the Second Lien Lenders (in their capacities as such); provided that the Second Lien Lenders shall be deemed to have consented to such modification, amendment, express waiver or express consent unless they shall object thereto within two business days after receipt of written notice of such modification, amendment, express waiver or express consent.

 

D-1


2. (i) The Equity Contribution shall have been or, substantially concurrently with the initial borrowing under the Facilities shall be, consummated, which to the extent constituting equity interests other than common equity interests shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Second Lien Lenders holding at least a majority of the commitments under the Second Lien Facility to the extent material to the interests of the Second Lien Lenders (in their capacities as such) (which shall be deemed to be satisfied with the equity of management and existing equity holders of the Target retained, rolled over or otherwise invested in TopCo or any other parent company of AcquisitionCo and its subsidiaries in connection with the Transactions) and (ii) the Refinancing shall be consummated substantially concurrently with the initial borrowing under the Facilities.

3. Since the date of the Acquisition Agreement, there shall not have occurred a Company Material Adverse Effect (as defined in the Acquisition Agreement).

4. All fees related to the Transactions payable to the Second Lien Lenders or the Second Lien Administrative Agent under the Commitment Letter and the Fee Letters shall have been paid to the extent due.

5. The Second Lien Lenders shall have received (a) audited consolidated balance sheets and related consolidated statements of operations comprehensive income (loss), shareholders equity and cash flows of the Target for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and related consolidated and comprehensive income (loss), shareholders equity and cash flows of the Target for each fiscal quarter ended on or after March 31, 2022 and at least 45 days prior to the Closing Date. The Second Lien Lenders hereby acknowledge receipt of the financial statements referred to in the foregoing clause (a) for the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019 and the fiscal quarter ended March 31, 2022.

6. The Second Lien Lenders shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Company substantially in the form of Annex I to Exhibit D attached hereto certifying the solvency, after giving effect to the Transactions, of the Company and its subsidiaries on a consolidated basis.

7. The Second Lien Lenders shall have received, at least three Business Days (as defined in the Acquisition Agreement) prior to the Closing Date, all documentation and other information about the Borrowers and the Guarantors that is (i) (x) required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the CDD Rule (which CDD Rule requirements shall be satisfied by delivering the LSTA form beneficial ownership certification) (such rules and regulations, the “KYC Rules”) and (y) set forth on the list of KYC Requirements delivered to you on or prior to the date hereof and (ii) all other documentation and other information about the Borrowers and

 

D-2


the Guarantors that is (x) requested in writing at least ten Business Days (as defined in the Acquisition Agreement) prior to the Closing Date by the Second Lien Administrative Agent or the Second Lien Lenders and (y) (i) required by applicable regulatory authorities under the KYC Rules as a result of a change to the KYC Rules occurring after the date hereof, (ii) required as a result of the occurrence of any change in the Second Lien Lender’s circumstances, which change results in additional information being required under the KYC Rules, (iii) after the Second Lien Lender’s review of any information delivered pursuant to this paragraph 8, reasonably determined to be required under the KYC Rules or (iv) readily available and customarily delivered by portfolio company affiliates of the Sponsors in the United States in connection with bank financings.

8. Subject in all respects to the Funding Conditions Provision, (a) the Guarantees with respect to the Second Lien Facility shall have been executed by the Guarantors and be in full force and effect or substantially simultaneously with the initial borrowing under the Second Lien Facility, shall be executed and become in full force and effect and (b) all documents and instruments required to perfect the Second Lien Administrative Agent’s security interest in the Collateral with respect to the Second Lien Facility shall have been executed and delivered by the Borrowers and the Guarantors or substantially simultaneously with the initial borrowings under the Second Lien Facility, shall be executed and delivered by the Borrowers and the Guarantors and, if applicable, be in proper form for filing, and none of the Collateral shall be subject to any other pledges, security interest or mortgages, except for the liens permitted under the Second Lien Facility Documentation or to be released on or prior to the Closing Date.

9. The First Lien Term Loan Facility described in the Corgi Commitment Letter shall have been, or substantially concurrently with the funding of the Second Lien Facility shall be, entered into and funded as set forth in the Corgi Commitment Letter. The aggregate principal amount of the First Lien Facilities funded on the Closing Date shall not be greater than the amounts set forth in the Corgi Commitment Letter (other than as a result of the First Lien Term Loan Flex Increase (as defined in the Corgi Commitment Letter)). Any reduction in the aggregate amount of funded indebtedness under the First Lien Term Loan Facility and the Second Lien Facility shall be ratable according to the aggregate committed amounts under the First Lien Term Loan Facility and the Second Lien Facility as of the date hereof, provided that the Second Lien Facility may be reduced on a greater than ratable basis by any increase in the Equity Contribution.

 

D-3


ANNEX I to EXHIBIT D

Form of Solvency Certificate

Date: _____, 20[•]

To the Second Lien Administrative Agent and each of the Second Lien Lenders party to the Credit Agreement referred to below:

I, the undersigned, the [Chief Financial Officer or Treasurer] of _____, a _____ _____ (the “Company”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon (i) facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof) and (ii) such materials and information as I have deemed relevant to the determination of the matters set forth in this certificate, that:

1. This certificate is furnished to the Second Lien Administrative Agent and the Second Lien Lenders pursuant to Section __ of the Credit Agreement, dated as of _________ ____, 20[ ], among _________ (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

2. For purposes of this certificate, the terms below shall have the following definitions:

(a) “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Company and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b) “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Company and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

 

D-I-1


(c) “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Company and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

(d) “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Company and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as and to the extent identified and explained in terms of their nature and estimated magnitude by responsible officers of the Company.

(e) “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature”

For the period from the date hereof through the Maturity Date, the Company and its Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable.

(f) “Do not have Unreasonably Small Capital”

For the period from the date hereof through the Maturity Date, the Company and its Subsidiaries taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to ensure that it will continue to be a going concern for such period.

3. For purposes of this certificate, I, or officers of the Company under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a) I have reviewed the financial statements (including the pro forma financial statements) referred to in Section __ of the Credit Agreement.

(b) I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c) As the [Chief Financial Officer or Treasurer] of the Company, I am familiar with the financial condition of the Company and its Subsidiaries.

 

D-I-2


4. Based on and subject to the foregoing, I hereby certify on behalf of the Company that after giving effect to the consummation of the Transactions, it is my opinion that (i) the Fair Value and Present Fair Salable Value of the assets of the Company and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Company and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Company and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

* * *

 

D-I-3


IN WITNESS WHEREOF, the Company has caused this certificate to be executed on its behalf by its [Chief Financial Officer or Treasurer] as of the date first written above.

 

[COMPANY]
By:  

                     

Name:
Title: [Chief Financial Officer or Treasurer]

 

D-I-4

EX-99.(c)(3)

Exhibit (c)(3)

 

LOGO

Exhibit (c)(3)
Discussion Materials Prepared for Goldman Sachs & Co. LLC Strictly Private and Confidential September 30, 2021


LOGO

Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “ConfidentialInformation”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction. 1


LOGO

Topics for Today’s Discussion Goldman Sachs welcomes the opportunity to present the Covetrus Board of Directors on the current situation and select valuation analysis    Today’s agenda includes: 1. Review current trading dynamics and public market perspectives 2. Review current forecast including key assumptions, potential risks and opportunities and implications for future stock price 3. Review preliminary and illustrative valuation analysis based on current forecast 4. Discuss potential strategic alternatives and next steps


LOGO

Today’s Agenda I. Introduction II. Situation Overview III. Valuation Analysis IV. Illustrative LBO V. Next Steps


LOGO

I. Review I. Introduction of Terra Management Projections and Illustrative Sensitivities


LOGO

Covetrus’ Goldman Sachs Team Healthcare Coverage Peter van der Goes Craig Smart Jim Sinclair Deshawn Lewis Rashaad Robinson Jake Larson Managing Director Managing Director Managing Director Associate Associate Analyst Global Head of Healthcare M&A Healthcare IBD Healthcare Technology Healthcare IBD Healthcare IBD Healthcare IBD and Co-Head of Healthcare IT    M&A Solutions Leveraged Finance Sponsor Coverage Equity Capital Markets David Dubner Christina Minnis Rob Pulford Gabe Gelman Managing Director Managing Director Managing Director Managing Director Co-Head of M&A Structuring Global Head of Acquisition Finance and Head of Healthcare Equity Capital Markets Co-Head of Americas Credit Finance Group Credit Advisory Convertible Debt Rich Moran Trip Foley Russ Pomerantz Ashley Everett Vice President Managing Director Vice President Managing Director M&A Structuring Head of Healthcare Leveraged Finance Co-Head of Credit Rating Advisory 5


LOGO

Goldman Sachs is the Clear Leader in Global and Healthcare Services M&A #1 Global Franchise Leader in Healthcare M&A Leader in Healthcare Services M&A Global M&A 2021 YTD US Healthcare M&A Last 15 Years US Healthcare Services M&A Last 15 Years $1,237bn $949bn $316bn 32.1% 30.8% 24.3% 419 deals 233 deals 152 deals $944bn $820bn $271bn 24.5% JPM 26.6% JPM 20.9% JPM 411 deals 250 deals 150 deals $781bn $463bn $186bn 20.2% MS 15.0% MS 14.3% Lazard 305 deals 100 deals 46 deals $552bn $346bn $118bn 14.3% Citi 11.2% Evercore 9.1% BoAML 233 deals 52 deals 65 deals $469bn $312bn $118bn 12.2% BoAML 10.1% BoAML 9.1% Evercore 210 deals 122 deals 30 deals Market Market Market    Share $0bn $750bn $1,500bn Share $0bn $500bn $1,000bn Share $0bn $200bn $400bn Selected Healthcare Services Transactions Sale of Sale of to acquisition of to Animal Health Jun-2021 Aug-2019 Jan-2021 Source: Thomson SDC as of 30-Aug-2021 6


LOGO

II. II. Review of Terra Management Projections and Illustrative Sensitivities Situation Overview    


LOGO

Backdrop ï® The Company’s proactive approach to strengthening the balance sheet and continued execution on the strategy saw significant stock price appreciation and multiple expansion since COVID-19 compressed trading levels — On (02/10/21), Covetrus stock price reached its’ 52-week high of $39.89 and was trading at 24x NTM EBITDA ï® Since then, Covetrus’ stock price has declined to $19.16 and is currently trading at 13x NTM EBITDA — This compares to its 1-year and 2-year average EV / NTM EBITDA of 18x and 16x, respectively ï® Covetrus valuation multiple has tracked the broader animal health index but has diverged recently as concerns around continued margin pressure in core distribution business and potential slowdown in growth of Rx management have grown — Current valuation multiple reflects a premium to traditional distribution businesses but a discount to the broader companion animal health peer set — Human Health distributors trade at ~8.5x NTM EBITDA while the Animal Health Peer set trades at ~23.0x NTM EBITDA ï® Despite having amassed one of the largest and fastest growing tech platforms in Animal Health with ~$875mm of NTM revenue and $100mm of NTM EBITDA, the Company’s current valuation multiple does not seem to reflect a true SOTP and the market appears to be valuing Covetrus as an Animal Heath distribution business, similar to MWI prior to its sale to AmerisourceBergen in 2015 — Premium to human health distributors consistent with the premium that has been applied to the Animal Health category rather than a function of the SOTP — Limited sell-side Analyst discussion about the embedded value of the tech business despite consistent discussions around RX management as the growth engine of the Company ï® Critical to driving stock price growth over the near and medium term will be the Company’s ability to realize multiple expansion from current levels — Current shareholder base does not appear to consist of growth oriented investors and thus, may be challenging for the Company to make certain investments in the tech platform, required to drive additional longer-term growth opportunities and ultimately unlock valuation multiple Source: Capital IQ, IBES, Wall Street Research as of 24-Sep-2021 8


LOGO

Covetrus Trading Snapshot ($ in millions, except share data) Public Market Trading Overview LTM Stock Price Performance Current Share Price $ 19.16 $45.00 6,000.00 % 52 Week High 47% 1 Yr Avg: $ 27.99 $40.00 52-Wk High: $ 39.89 5,000.00 Fully Diluted Shares Outstanding 142.0 52-Wk Low: $ 19.16 Equity Value $ 2,721 (USD) $35.00 4,000.00 Vol (+) Debt $ 1,094 e    $30.00 3,000.00 ume (-) Cash 230    00(‘0 Enterprise Value $ 3,585 Closing Pric $25.00 2,000.00 ) $20.00 1,000.00 Financial Performance 2021E 2022E 2023E $19.16 Revenue $ 4,605 $ 4,914 $ 5,222 $15.00 0.00 Sep-2020 Jan-2021 May-2021 Sep-2021 % Growth 6.1% 6.7% 6.3% NTM EV / EBITDA Multiple EBITDA $ 251 $ 279 $ 315 % Growth 11.0% 11.1% 13.1% 30x % Margin 5.4% 5.7% 6.0% 1 Yr Avg: 18.3 x EPS $ 0.96 $ 1.09 $ 1.29 52-Wk High: 24.4 x 25x 52-Wk Low: 13.1 x % Growth 4.3% 13.5% 17.9% EBITDA 20x Trading Metrics 2021E 2022E 2023E EV / 0.8 x 0.7 x 0.7 x EV/Revenue NTM EV/EBITDA 14.3 x 12.9 x 11.4 x 15x P/E 20.0 x 17.6 x 14.9 x 13.1 x 10x Sep-2020 Jan-2021 May-2021 Sep-2021 Source: Capital IQ, IBES as of 24-Sep-2021 9


LOGO

Covetrus Multiple Has Recently Contracted Since All Time High Levels Achieved Earlier This Year    NTM EV / EBITDA 30x Average 2Y 1Y 1M High Low 62.7x    Current Animal Health    Covetrus 15.9 x 18.4 x 14.1 x 24.4 x 8.4 x E-Commerce Solutions    Distribution¹ 8.5 9.0 8.5 10.4 6.7 Multiple2 Companion Animal Health³ 19.4 21.4 23.3 24.5 11.6 25x Profitable HCITâ´ 14.1 15.9 17.2 19.0 9.2 S&P 500 14.8 15.7 15.5 16.5 10.1 23.1 x tip le Mul 20x EBITDA    18.0 x d 15.3 x ighte 15x 13.1 x We e 10x NTM-Tim 8.4 x 5x 0x Feb-2019 Jul-2019 Dec-2019 Jun-2020 Nov-2020 Apr-2021 Sep-2021 Covetrus Distribution¹ Companion Animal Health³ Profitable HCITâ´ S&P 500 Source: Bloomberg, IBES, as of 24-Sep-2021.    ¹Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. ²E-Commerce Solutions includes Chewy and PetMed Express. ³Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, Idexx, and Heska. â´Profitable HCIT includes Invovalon, Evolent, Cerner, Change Healthcare, Health Equity, R1, IQVIA, and Signify Health. 10


LOGO

Analyst Targets Indicate 59% Upside to Current Levels with Analysts Focused on EBITDA Multiple Methodologies Buy Rating for 4/6 Available Brokers Implied EV / Analyst Date Price Target Upside EBITDA P / E DCF Valuation Methodology ï® Utilizes DCF (7.0% WACC; terminal growth of 2% vs Analyst A 3-Sep-21 98% — $38.00 3% prior) ï® DCF analysis,(9.0% WACC, terminal growth of 1%) Analyst B 6-Aug-21 93% - augmented by a forward EV/EBITDA multiple compared $37.00 to peer group multiples and/or historic trading ranges ï® Based on a ~19x multiple applied to 2022 EBITDA Analyst C 5-Aug-21 67% — estimate of $278mm. $32.00    — Implies 16.6x 2023E EBITDA multiple    ï® Based on an EV of 16.5x 2022E EBITDA, a discount to    — closest, most recently traded public competitor MWI 51% Analyst D 8-Aug-21 $29.00  Veterinary (15.7x takeout valuation), and broader animal health peer group (20.5x) .    – Implies 14.2x 2023E EBITDA multiple    $27.00    Analyst E 13-Aug-21 41% —ï® Based on 15.5x Multiple on CY 2023E EBITDA ï® Blended multiple based on 50% P/E (24x) and 50% $22.00    Analyst F 14-Jun-21 15%—EV/EBITDA (16x) on NTM estimates 12 months out (including stock-based comp) (multiples unchanged. Current Price: $19.16 Buy Hold Sell Median: $30.50 Implied Upside Median: 59%    Source: Wall Street Research as of 24-Sep-2021    Note: Median excludes anonymous analysts and analysts for which no reports are available. 11


LOGO

Investors Remain Bullish as Several Tailwinds Expected to Continue But Concerns Do Exist Key Takeaways From The Street Analyst Commentary “We believe Covetrus is at an early phase of a 2Q21 mixed despite distribution multiple year growth cycle as US veterinary business outperforming street practices embrace the latest technology-enabled revenue expectations services, and from newer international markets as it partners with veterinary practices” – (Barclays, 8 Aug 2021) Supply chain disruptions pressured gross margin and    “We are incrementally constructive at this limited upside in Rx juncture, though we await greater visibility on management performance across its distribution business and more meaningful prescription management contribution” – (Credit Suisse, 5 Aug 2021) Headwinds in Rx management and deceleration in segment growth “Concerns are largely centered around Rx management and deceleration in growth in that segment. We remain confident on sector    Technology-enabled services fundamentals and growth which would be the core driver for CVET and look for strength in the adoption by US veterinary    Rx Mgmt. segment as well as growth in practices offers a sustainable Compounding and Proprietary products” –growth platform (Barclays, 5 Aug 2021) Source: Wall Street Research 12


LOGO

Growth Oriented Investors Continue to Make Up    Greater than 50% of Covetrus’ Shareholder Base Top 25 Active Investors Covetrus Active Shareholder Evolution 25.8% 26.1% 33.1% Over the past two years there has been a rebalancing within the 27.3% investor base between    27.0% purely growth focused 25.5% investors and those focused on growth at the right value and broader value driven investors 24.3% 24.6% 19.8% Income oriented investors 22.6% 22.3% has been the most    21.6% consistent fund category over the past two years 2-Years Ago 1-Year Ago Today Income Value GARP Growth Source: Thomson, 13F filings as of Q3 ’21 and subsequent 13D / G filings, internal GS database 13


LOGO

No Perfect Peer Set Exists For Covetrus Animal Health Distribution Companion Animal Health Profitable HCIT E-Commerce Solutions1  Companies within    ïƒ¼ Disruptive tech  Rapidly growing animal healthcare  Core distribution platforms reshaping animal products partnering with business models the healthcare delivery and sales center-based ecosystem platforms providers  EV / EBITDA EV / Revenue EV / Revenue EV / Revenue P/E EV / EBITDA EV / EBITDA EV / EBITDA 2022 EV / EBITDA 2022 EV / EBITDA 2022 EV / EBITDA 2022 EV / EBITDA Range: 6.3x – 12.1x Range: 10.6x – 68.8x Range: 10.4x – 34.1x Range: NM  Median: 8.5x Median: 22.7x Median: 19.8x Median: 11.4x Source: CapitalIQ, Bloomberg, IBES, market data as of 24-Sep—2021 14 1Chewy 2022 EV / EBITDA multiple not meaningful


LOGO

MWI’s Pre-Transaction Trading Levels and Operational Benchmarking NTM EV / EBITDA 2-Year Fwd Revenue CAGR 20x Average 5Y 3Y 2Y 1Y CVET MWI 14.1 x 14.1 x 14.8 x 14.6 x Current NTM Distributors 8.3 8.3 9.2 9.8 EV/EBITDA:    13.1 x MWI 8.0 % 16x 15.9 x Multiple EBITDA    12x Distributors 4.2 % Weighted 10.4 x 2-Year Fwd EBITDA CAGR 8x NTM-Time    MWI 14.0 % 4x 0x Distributors 9.0 % Jan-2010 Jan-2011 Jan-2012 Jan-2013 Jan-2014 Jan-2015 MWI Distributors¹ Source: Bloomberg, IBES, as of 24-Sep-2021 ¹Distrubutors includes ABC, CAH, and MCK.    Note: Above metrics as of undisturbed date of 12-Jan-2015    15


LOGO

Valuation Peer Benchmarking EV / 2022E EBITDA 22.7x 19.8x 12.9x 11.4x 8.5x CVET Distribution Companion Animal Health Profitable HCIT Animal Health E-Commerce Solutions EV / 2023E EBITDA 20.4x 17.3x 11.4x 10.7x 8.0x CVET Distribution Companion Animal Health Profitable HCIT Animal Health E-Commerce Solutions Source: CVET and peers based on IBES estimates as of 24-Sep-21 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Chewy excluded due to non-material multiples. Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, Idexx, and Heska. Profitable HCIT includes Change Healthcare (priced as of undisturbed date of 05-Jan-21), Invovalon (priced as of undisturbed date of 25-Jul-21), Evolent, Cerner, Health Equity, R1, IQVIA, and Signify Health. 16


LOGO

Operational Peer Benchmarking Management Base Case Projections 2021E – 2023E Revenue Growth 2021E – 2023E EBITDA Growth1 18.9% 36.4% 37.4% 10.5% 11.2% 8.9% 16.6% 15.2% 6.8% 6.2% 3.8% 8.3% 6.4% 5.0% CVET CVET GTS CVET Total Distrubution Companion Profitable Animal CVET CVET GTS CVET Total Distribution Companion Profitable Animal Distribution Animal HCIT Health E- Distribution Animal HCIT Health E-Health Commerce Health Commerce Solutions Solutions 2022 Gross Margin 2022 EBITDA Margin1 27.5% 58.7 % 53.8 % 22.5% 34.7 % 28.5 % 12.2% 19.4 % 7.7% 16.0 % 10.0 % 4.6% 6.0% 3.1% CVET CVET GTS CVET Total Distribution Companion Profitable Animal CVET CVET GTS CVET Total Distribution Companion Profitable Animal Distribution Animal HCIT Health E- Distribution Animal HCIT Health E-Health Commerce Health Commerce Solutions Solutions Source: CVET and peers based on IBES estimates as of 24-Sep-21 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Chewy excluded due to non-material multiples. Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, Idexx, and Heska. Profitable HCIT includes Change Healthcare (priced as of undisturbed date of 05-Jan-21), Invovalon (priced as of undisturbed date of 25-Jul-21), Evolent, Cerner, Health Equity, R1, IQVIA, and Signify Health. 1 Covetrus business units EBITDA burdened by corporate cost and contingency based on revenue contribution.    17


LOGO

Illustrative SOTP Analysis ($ in billions, except per share data) Illustrative SOTP Analysis CVET Current NTM    EV / EBITDA: Implied Share Price: 13.1 x $23.15—$27.37 $ 2.3 $ 4.7 Current Share Price: $19.16 $ 3.9    $ 1.9 $ 2.7 $ 2.4 $ 4.1 $ 3.3 $ 2.3 $ 0.8    Distribution GTS SOTP Implied EV Net Debt SOTP Implied Equity Current Equity Value Value SOTP Implied NTM EBITDA Multiple    NTM EBITDA1 $ 188 $ 104 $ 293 SOTP Implied Premium: 20.8%—42.7%    NTM Multiple Range 12.0x -13.0x 18.0x -22.0x 14.1x -16.2x Implied EV / NTM Rev: 2.1x – 2.6x    Source: Management projections, Company filings, CapIQ, market data as of 24-Sep-2021 Note: Distribution and Technology level enterprise values derived by applying the stated NTM multiples to the NTM metric for each segment and equity value derived utilizing the company’s latest capital structure per filings. 1 EBITDA burdened by unallocated Corporate and Contingency, allocated to segments based on annual revenue contribution and represents NTM as of pricing date of market data.    18


LOGO

Illustrative Analysis to Achieve $35 Stock Price Through Accelerated M&A Activity in Technology    ($ in millions, except per share data) Additional GTS EBITDA Required Illustrative Financing Overview Price Target $35.00 Incremental GTS EBITDA Needed $144 Current FDSO 142.0 Illustrative PF Purchase Multiple 12.0x Shares issued 34.5 Total Purchase Price $1,727 PF FDSO 176.5 Illustrative % Debt Financed 50% Target PF Equity Value $6,178 Illustrative % Equity Financed 50% Current Net Debt 864 Incremental Debt Needed 863 Pro Forma Debt and Equity Issued PF Net Debt $1,727 Incremental Debt Issued @ 50% Debt Financed $863 Target PF Enterprise Value $7,906 Implied PF leverage 4.0 x Illustrative Distribution Multiple 13.0x NTM Distribution EBITDA $188 Price Transaction Shares Issued $25.00 Implied Dist. Enterprise Value $2,449 Shares Issued @ 50% Equity Financed 34.5 Required PF GTS Enterprise Value $5,456 % of Total PF Shares 20% Assumed EBITDA multiple 22.0x GTS EBITDA Needed $248 Current NTM GTS EBITDA $104 Incremental GTS EBITDA $144 Implied PF % of EBITDA from GTS 57% GTS EBITDA Needed Sensitivity Analysis PF Shares Issued Analysis    Per Share Issue Price Per Share Issue Price    $ 143.89 $22.50 $25.00 $27.50 $30.00 $32.50 $ 0.20 $22.50 $25.00 $27.50 $30.00 $32.50 Multiple Multiple 10.0x $ 119 $ 109 $ 103 $ 98 $ 94 EBITDA 10.0x 16 % 13 % 12 % 10 % 9 % Purchase 12.0x $ 164 $ 144 $ 131 $ 122 $ 115 12.0x 24 % 20 % 17 % 15 % 13 % Purchase PF GTS EBITDA 14.0x $ 266 $ 210 $ 180 $ 160 $ 147 PF GTS 14.0x 37 % 29 % 24 % 21 % 18 % Source: Management projections, CapitalIQ, market data as 24-Sep-2021 19


LOGO

Key Takeaways ï® 1 Current NTM EBITDA multiple of 13x reflects an Animal Health Distribution business with MSD top-line growth and LDD EBITDA growth    — Not perceived as an “Animal Health Disruptor”    — Earnings from Tech business not being valued fundamentally different than distribution 2ï® Historical average NTM EBITDA multiple of ~16x includes recent period of multiple expansion that appears to be more driven by certain trading dynamics rather than fundamental valuation analysis    ï® 3 Sell-side Research Analysts price targets suggest forward EBITDA multiple of 14x – 16x ï® 4 MWI historically traded at ~14x NTM EBITDA (or ~1x its EBITDA growth) at a time when distribution was perceived more favorably    5ï® Tech business could support ~20x EBITDA multiple on a stand-alone basis given its operating profile. Capturing full credit for the SOTP would result in a blended valuation multiple of 14x – 16x NTM EBITDA    ï® 6 Ability to drive stock price to $35+ per share without deploying incremental capital requires multiple expansion to 16x EBITDA and NTM EBITDA of ~$365m vs. current plan of $304m (20% outperformance) — Alternatively, based on current 2022 plan, achieving a $35 stock price by the end of the year would require the business to trade at 19x NTM EBITDA 7ï® Pursuing an aggressive tech acquisition strategy to drive significant stock price appreciation appears challenging 20


LOGO

III. Review III. Valuation of Terra Management Projections and Illustrative Sensitivities Analysis    


LOGO

Overview of Management Projections Revenue Key Observations $ 6,258 $ 6,600 ï® 1 Above market growth in projections in $ 5,859 initial years achieved through strong end    $ 5,457    $ 5,049 market growth combined with: $ 4,604    — Continued growth within GTS business, particularly the GPM business    — Growth in proprietary brand portfolio — Contribution from past strategic M&A    2021E 2022E 2023E 2024E 2025E 2026E activity (e.g. Wellness / VC)    YOY ï® Potential headwinds continue to be    6.0% 9.7 % 8.1 % 7.4 % 6.8 % 5.5 % 2 Growth corporate consolidation and margin pressure Total Adj. EBITDA — Operating leverage opportunities exist to offset customer loss / attrition $ 500 ï® 3 EBITDA growth fueled by outsized    $ 450 $ 400    $ 355 contribution from GTS business and stable    $ 304 $ 261    growth with CONA ï® 4 COVID-19 recovery in international 2021E 2022E 2023E 2024E 2025E 2026E distribution businesses in early years Margin 5.7 % 6.0 % 6.5 % 6.8 % 7.2% 7.6 % Source: Management Projections 22


LOGO

Illustrative Comparison of Management Projections vs. Street Estimates FYE 31-Mar | ($ in millions) Total Revenue 21- 24 $5,859 $5,457 $5,517 CAGR $5,049 $5,222 $4,914 $4,605 $4,604 6.2% 8.4% YOY Growth 2021 2022 2023 2024 IBES Average 6.3 % 6.7 % 6.3 % 5.6 % Management 6.0 % 9.7 % 8.1 % 7.4 % Total Adj. EBITDA 21- 24 $400 CAGR $354 $362 $304 $315 13.0% $279 $251 $261 15.4% % Margin 2021 2022 2023 2024 IBES Average 5.5 % 5.7 % 6.0 % 6.6 % Management 5.7 % 6.0 % 6.5 % 6.8 % Source: IBES, Management Projections; market data as of 24-Sep-2021 23    


LOGO

Revenue and EBITDA Mix Over Time Distribution as a percentage of EBITDA expected to decline meaningfully, with Technology & Private brands becoming majority of profit over next 3 years 2021 2024 10% 10% 39% 42% 29% Revenue 32% $4,604mm $5,859mm CONA GTS 17% 21% Europe APAC 11% 10% 28% EBITDA 37% 19% 24% $261mm $400mm 28% 42% Source: Management Projections 24


LOGO

2021 – 2024 EBITDA Bridge ($ in millions) | Management Base Case Corp. / % of Total CONA GTS EUR APAC / EM Cont. Total Change 2021 Adj. EBITDA $ 130 $ 96 $ 85 $ 38 $(93) $ 256 GP Volume Increase 61 139 36 29—265 184 % GM Margin (Compression) / Improv. (19) 6 (14) (5)—(33) (23)% Proprietary Brand 5—11 2—17 12 % Other Margin / Mix (7) — — (7) (5)% Corporate Consolidation (5)% (7) — — (7) Gross Margin Impact $ 33 $ 145 $ 33 $ 25—$ 235 164 % Operating Exp. Growth (36) (103) (23) (17) (29) (208) (145)% Operating Leverage 17 47 9 10—84 58 % Strategic Initiative—31—2—33 23 % Other / OIE 1 3 (2) (2)—(0) (0)% 2024 Adj. EBITDA $ 145 $ 220 $ 101 $ 57 $(122) $ 400 Total Change 144 $ 15 $ 123 $ 16 $ 19 $(29) $ % of Total 10.3 % 85.7 % 10.9 % 13.1 % (20.0)% Key Observations / Commentary ï® Majority of consolidated EBITDA growth being generated in GTS and driven by volume growth, improving gross margins and significant operating leverage as the platform continues to scale ï® Core distribution anticipated to run largely net neutral from a gross margin perspective with the majority of EBITDA growth coming from continued operating leverage ï® Cash flow being generated from the distribution business being utilized to drive growth in the tech platform Source: Management Projections 25


LOGO

Illustrative Present Value of Future Share Price Analysis NTM EV / EBITDA Multiple Method | ($ in millions, except per share data) Illustrative FSP Analysis PVFSP at Year End 2023 NTM EV / EBITDA NTM EBITDA Multiple    $ 46.57    16.0x $ 39.91    14.5x 11.5 x 13.0 x 14.5 x 16.0 x $ 41.87 13.0x $ 33.79    $ 37.16    11.5x $ 35.73 A $ 440 $ 24.17 $ 27.81 $ 31.44 $ 35.08 $ 27.08 $ 31.54 $ 32.46 EBITD $ 30.09 LRP) $ 26.39 $ 27.36 $ 400 $ 21.64 $ 24.94 $ 28.25 $ 31.56 $ 19.16 $ 23.90 (Base $ 22.69 $ 20.73 2024 $ 17.55 $ 360 $ 19.09 $ 22.06 $ 25.04 $ 28.01 Current 2021 2022 2023 2024 NTM EBITDA $ 304 $ 354 $ 400 $ 450    PVFSP at Year End 2024 NTM EBITDA Multiple 13.0 x 13.0 x 13.0 x 13.0 x NTM EBITDA Multiple    Implied Future EV $ 3,956 $ 4,604 $ 5,206 $ 5,854    (-) Net Debt (1,010) (845) (707) (548) 11.5 x 13.0 x 14.5 x 16.0 x Implied Future Equity Value $ 2,945 $ 3,759 $ 4,499 $ 5,306 $ 495 $ 25.69 $ 29.37 $ 33.06 $ 36.75 FDSO 142.1 142.4 142.6 142.8 BITDA ted) Implied Future Stock Price $ 20.73 $ 26.39 $ 31.54 $ 37.16 trapola E $ 450 $ 23.12 $ 26.47 $ 29.82 $ 33.17 Present Value of Future 1 $ 20.19 $ 23.16 $ 24.94 $ 26.47    Stock Price 220 5 (Ex % Premium to Current $ 405 $ 20.56 $ 23.57 $ 26.59 $ 29.60 5.4 % 20.9 % 30.2 % 38.2 % Source: Management projections and Market data as of 24-Sep-2021 Note: Analysis assumes NTM EV/EBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections.    1 Future stock price discounted back to today utilizing an illustrative 11% cost of equity.    26


LOGO

Illustrative Discounted Cash Flow Analysis ($ in millions, except per share data) Illustrative Unlevered Free Cash Flow 1 Management Projections Terminal 2021E Q4 2021E 2022E 2023E 2024E 2025E 2026E Year Total Revenue $ 4,604 $ 1,151 $ 5,049 $ 5,457 $ 5,859 $ 6,258 $ 6,600 $ 6,600 % Growth — 9.7 % 8.1 % 7.4 % 6.8 % 5.5 % EBITDA $ 261 $ 65 $ 304 $ 354 $ 400 $ 450 $ 500 $ 500 % Margin 5.7 % 5.7 % 6.0 % 6.5 % 6.8 % 7.2 % 7.6 % 7.6 % (-) Depreciation & Amortization (125) (31) (128) (126) (135) (144) (152) (88) EBIT $ 136 $ 34 $ 176 $ 229 $ 266 $ 306 $ 348 $ 412 % Margin 3.0 % 3.0 % 3.5 % 4.2 % 4.5 % 4.9 % 5.3 % 5.3 % % Growth — 29.6 % 29.6 % 16.2 % 15.3 % 13.7 % (-) Cash Taxes (29) (7) (37) (48) (56) (64) (87) % Marginal Tax 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % NOPAT $ 5 $ 169 $ 191 $ 218 $ 251 $ 284 $ 325 (+) Depreciation & Amortization 31 128 126 135 144 152 88 (-) Change in NWC 2 (55) (55) (47) (52) (57) (22) (-) Capex (19) (73) (85) (93) (93) (93) (93) Unlevered Free Cash Flow $ 20 $ 169 $ 177 $ 212 $ 249 $ 286 $ 299 Implied Equity Value Implied Share Price Implied Terminal EV / EBITDA PGR PGR PGR # ####### 1.5 % 2.0 % 2.5 % $ 22.01 1.5 % 2.0 % 2.5 % $ 7.86 1.5 % 2.0 % 2.5 % 8.50 % $ 3,629 $ 3,852 $ 4,112 8.50 % $ 25.48 $ 27.04 $ 28.85 8.50 % 8.8 x 9.4 x 10.0 x WACC 9.75 % $ 2,982 $ 3,130 $ 3,297 WACC 9.75 % $ 20.98 $ 22.01 $ 23.18 WACC 9.75 % 7.5 x 7.9 x 8.3 x 11.00 % $ 2,504 $ 2,607 $ 2,721 11.00 % $ 17.65 $ 18.37 $ 19.17 11.00 % 6.5 x 6.8 x 7.1 x Source: Management Projection 1 Projections based on management base LRP through 2024 and management extrapolations from 2025 through 2026. 27


LOGO

IV. Review of Terra Management Projections and Illustrative IV. Illustrative LBO Sensitivities    


LOGO

Illustrative Analysis at Various Prices ($ in millions except per share data) Current Illutrative Transaction Price $ 19.16 $ 24.00 $ 26.00 $ 28.00 $ 30.00 Implied Premium Analysis    Metric    Premium to Current Share Price $ 19.16 0.0 % 25.3 % 35.7 % 46.1 % 56.6 % Premium to 52 Week High $ 39.89 (52.0)% (39.8)% (34.8)% (29.8)% (24.8)% Premium to 52 Week Low $ 19.16 0.0 % 25.3 % 35.7 % 46.1 % 56.6 % Premium to 7-Day VWAP $ 19.94 (3.9)% 20.4 % 30.4 % 40.4 % 50.5 % Premium to 30-Day VWAP $ 21.34 (10.2)% 12.5 % 21.8 % 31.2 % 40.6 % Premium to 60-Day VWAP $ 22.78 (15.9)% 5.3 % 14.1 % 22.9 % 31.7 % Premium to 120-Day VWAP $ 24.46 (21.7)% (1.9)% 6.3 % 14.5 % 22.7 % Transaction Value Build / Implied Multiples FDSO 142.0 142.3 142.4 142.5 142.6 Implied Equity Value $ 2,721 $ 3,416 $ 3,703 $ 3,990 $ 4,277 Current Net Debt 841 841 841 841 841 Implied Transaction Value $ 3,562 $ 4,257 $ 4,544 $ 4,831 $ 5,118 2021 EBITDA $ 261 13.7 x 16.3 x 17.4 x 18.5 x 19.6 x 2022 EBITDA $ 304 11.7 x 14.0 x 14.9 x 15.9 x 16.8 x 2023 EBITDA $ 354 10.1 x 12.0 x 12.8 x 13.6 x 14.5 x 2021 EBITDA (Street) $ 251 14.2 x 17.0 x 18.1 x 19.3 x 20.4 x 2022 EBITDA (Street) $ 279 12.8 x 15.3 x 16.3 x 17.3 x 18.4 x 2023 EBITDA (Street) $ 315 11.3 x 13.5 x 14.4 x 15.3 x 16.2 x Source: Management projections, IBES estimates, and Capital IQ, market data as of 24-Sep-2021 29


LOGO

Overview of Key Model Assumptions for Illustrative Leveraged Buyout Analysis Timingï® Analysis assumes 31-Dec-21 close and a 5-year hold period    ï® Management Base Case LRP projections through 2024, and 2025 – 2026 extrapolations provided by Management — Projections assume 6.9% revenue CAGR and 13.2% EBITDA CARG resulting in 2026 EBITDA of    Projections $500mm – Implied EBITDA margin expansion of 5.7% in 2021 to 7.6% in 2026 ï® Go-Private case assumes $30mm of corporate cost savings Corporate Cost ï® Base case assumes a $26 per share purchase price which represents an 36% premium to current stock    Purchase Price price – Implied enterprise value of $4.5bn which translates into 17.5x 2021 EBITDA and 14.9x 2022 EBITDA ï® Base case assumes pro forma leverage 6.75x LTM EBITDA (2021) of $260mm for a total debt quantum of $1.7bn Pro Forma Capital    Structure — 5.00x Term Loan illustratively priced at L+ 3.75% — 1.75x Senior notes illustratively priced at L + 6.50% Exit Assumptionsï® Base case assumes 17.5x LTM EBITDA at exit, in-line with entry multiple Sensitivity ï® Sensitivity analysis includes impact to sponsor returns at various purchase price, leverage, exit multiple, Analysis and performance vs. plan assumptions Source: Management Projections 30


LOGO

Illustrative Leveraged Buyout Analysis ($ in millions, except per share data ) | Base Case Projections | 5 Year Hold    Summary Financials Historical Management Projections1 22E—26E FYE 31-Mar 2020A 2021E 2022E 2023E 2024E 2025E 2026E CAGR    Total Revenue $ 4,344 $ 4,604 $ 5,049 $ 5,457 $ 5,859 $ 6,258 $ 6,600 6.9 % % Growth 6.0 % 9.7 % 8.1 % 7.4 % 6.8 % 5.5 % Adj. EBITDA $ 227 $ 261 $ 304 $ 354 $ 400 $ 450 $ 500 13.2 % % Margin 5.2 % 5.7 % 6.0 % 6.5 % 6.8 % 7.2 % 7.6 % Corporate Expense Savings $ 30 $ 30 $ 30 $ 30 $ 30 PF Adj. EBITDA $ 227 $ 261 $ 334 $ 384 $ 430 $ 480 $ 530 12.2 % PF % Margin 5.2 % 5.7 % 6.6 % 7.0 % 7.3 % 7.7 % 8.0 % Cash Flow Items    (+) D&A $ 128 $ 144 $ 152 $ 160 $ 169 (+) Transaction Amortization 7 7 7 7 7 (-) Change in NWC (55) (55) (47) (52) (57) (-) CapEx (73) (85) (93) (93) (93) FCF for Debt Repayment $ 85 $ 123 $ 151 $ 190 $ 233 Cumulative FCF 85 208 358 548 781 Cumulative FCF / Beginning Debt 4.8 % 11.8 % 20.4 % 31.2 % 44.4 % Capital Structure New Revolver New 1L Term Loan $ 1,303 New Senior Notes 456 Total Debt $ 1,759 $ 1,674 $ 1,552 $ 1,401 $ 1,211 $ 978 Cash & Equivalents 50 50 50 50 50 50 Net Debt $ 1,709 $ 1,624 $ 1,502 $ 1,351 $ 1,161 $ 928 Total Debt / PF Adj. EBITDA 6.8 x 5.0 x 4.0 x 3.3 x 2.5 x 1.8 x Net Debt / PF Adj. EBITDA 6.6 x 4.9 x 3.9 x 3.1 x 2.4 x 1.7 x Total Debt / LTM Adj. EBITDA as of 30-Jun 6.8 x Source: Management Projections, Company filings, Capital IQ market data as of 24-Sep-2021 1 Projections based on management base LRP through 2024 and management extrapolations from 2025 through 2026. 31


LOGO

Illustrative Leveraged Buyout Analysis ($ in millions, except per share data ) | Base Case Projections | 5 Year Hold    Entry Summary Source and Uses Entry Summary Sources of Funds Amount x LTM EBITDA Transaction Price Per Share $ 26.00 New Revolver $ 0 0.0 x Current Share Price 19.16 New 1L Term Loan $ 1,303 5.0 x Implied Premium to Current 35.7 % New Senior Notes $ 456 1.8 x FDSO1 142 Total Debt $ 1,759 6.8 x Transaction Equity Value $ 3,703 Sponsor Equity $ 2,913 11.2 x Total Sources $ 4,672 17.9 x (+) Current Net Debt 841 Transaction Enterprise Value $ 4,544 Uses of Funds LTM EBITDA (2021) 261 Amount x LTM EBITDA Implied LTM Entry Multiple 17.4 x Equity Purchase Price $ 3,703 14.2 x Refinance Net Debt $ 841 3.2 x NTM EBITDA (2022) 304 Transaction Fees and OID $ 78 0.3 x Implied NTM Entry Multiple 14.9 x Min Cash $ 50 0.2 x Total Uses $ 4,672 17.9 x Deleveraging Profile Exit Summary    6.8 x EBITDA at Exit $ 530 Illustrative Exit Multiple (LTM) 17.5 x 5.0 x 4.0 x Illustrative Enterprise Value @ Exit $ 9,279 3.3 x 2.5 x (-) Net Debt @ Exit 928 1.8 x Equity Value @ Exit $ 8,352 Initial Equity Investment $2,913 MOIC 2.9 x At Close 2022E 2023E 2024E 2025E 2026E Illustrative Sponsor IRR 23.5 % Total $ 1.8 $ 1.7 $ 1.6 $ 1.4 $ 1.2 $ 1.0 Debt    Source: Management Projections, Company filings, Capital IQ market data as of 24-Sep-2021 Note: Assumes transaction closes 31-Dec-2021, 17.5x LTM multiple exit, and 6.75x leverage in base case.    32    


LOGO

Illustrative Leveraged Buy Out Sensitivity Analysis    ($ in millions, except per share data ) | Base Case Projections | 5 Year Hold    Implied    Implied IRR Implied IRR Premium $24 – 25% Transaction Price Per Share LTM Exit Multiple    $26 – 36% $28 – 46% 23.5 % $ 24.00 $ 26.00 $ 28.00 23.5 % 16.0 x 17.5 x 19.0 x Implied LTM Implied Exit EBITDA1 CAGR 16.0 x 23.5 % 21.0 % 18.8 % (1.00)% 16.7 % 19.2 % 21.5 % $ 464 8.6 % Annual LTM Exit    17.5 x 26.0 % 23.5 % 21.2 % EBITDA 0.00 % 21.0 % 23.5 % 25.7 % $ 530 12.2 % Multiple Margin Flex    19.0 x 28.4 % 25.7 % 23.4 % 1.00 % 24.9 % 27.3 % 29.5 % $ 596 15.6 % Implied IRR Implied IRR Transaction Price Per Share Transaction Price Per Share 23.5 % $ 24.00 $ 26.00 $ 28.00 23.5 % $ 24.00 $ 26.00 $ 28.00 Implied LTM Implied Exit EBITDA1 CAGR 6.50 x 25.7 % 23.2 % 20.9 % (1.00)% 21.7 % 19.2 % 17.0 % $ 464 8.6 % Annual    Leverage 6.75 x 26.0 % 23.5 % 21.2 % EBITDA 0.00 % 26.0 % 23.5 % 21.2 % $ 530 12.2 % Margin Flex 7.00 x 26.4 % 23.8 % 21.4 % 1.00 % 30.0 % 27.3 % 24.9 % $ 596 15.6 % Source: Management Projections, Company filings, Capital IQ market data as of 24-Sep-2021 Note: Assumes transaction closes 31-Dec-2021, 17.5x LTM multiple exit, and 6.75x leverage in base case.    1 Inclusive of $30mm of Pro Forma corporate expense savings. 33


LOGO

V. Review V. Next Steps of Terra Management Projections and Illustrative Sensitivities


LOGO

Appendix A: Supplemental Materials    


LOGO

Covetrus Versus Peers’ Valuation Metrics ($ in millions) | Street Estimates Enterprise 2022 Closing % of 52 Value Multiples Calendarized 5-Year 2022 Sales EBITDA P/E Multiples EV/EBITDA /    Price Week Market Enterprise EPS PE/5-Year EBITDA Company 24-Sep-2021 High Cap Value 2022 2023 2022 2023 2022 2023 CAGR EPS CAGR Growth Covetrus $ 19.16 47 % $ 19.16 $ 3,585 0.7 x 0.7 x 12.9 x 11.4 x 17.6 x 14.9 x 8.7 % 2.0 x 1.2 McKesson 203.15 97 32,071 37,315 0.1 0.1 7.9 7.4 9.6 8.9 10.0 1.0 1.8 AmerisourceBergen 122.30 95 25,614 31,823 0.1 0.1 9.2 8.6 11.4 10.6 12.2 0.9 0.7 Cardinal Health 51.19 81 14,679 17,511 0.1 0.1 6.3 6.1 8.5 8.0 6.3 1.4 1.2 Henry Schein 78.10 94 11,078 12,950 1.1 1.0 12.1 11.8 17.5 16.3 16.7 1.0 5.0 Owens & Minor 31.42 64 2,371 3,335 0.3 0.3 7.6 7.0 9.7 8.5 21.0 0.5 (0.7) Patterson Companies 30.43 81 2,959 3,458 0.5 0.5 10.5 10.1 14.4 13.5 5.5 2.6 1.4 Distribution Median—88 % $ 12,879 $ 15,230 0.2 x 0.2 x 8.5 x 8.0 x 10.5 x 9.8 x 11.1 % 1.0 x 1.3 Zoetis $ 204.73 97 97,389 101,064 12.1 11.4 28.0 25.8 40.1 36.0 12.6 3.2 2.9 IDEXX 679.64 96 58,857 59,638 16.7 15.1 51.9 44.8 72.2 61.7 19.9 3.6 4.3 Elanco Animal Health 32.63 87 15,435 20,981 4.3 4.2 17.5 15.0 26.1 21.0 11.0 2.4 1.5 Dechra Ł 51.70 94 7,688 7,962 8.6 8.0 30.1 27.6 43.8 39.8 9.6 4.6 4.6 Virbac € 384.00 97 3,797 3,767 2.9 2.8 15.7 14.7 30.2 26.9 NA NA 7.0 Heska $ 257.80 93 2,838 2,682 9.3 8.6 68.8 48.8 NM NM NA NA 2.8 Vetoquinol € 131.80 95 1,825 1,806 2.9 2.8 14.1 13.0 26.7 25.1 NA NA (3.8) Phibro Animal Health $ 21.59 70 874 1,211 1.4 1.3 10.6 9.7 16.4 15.3 6.1 2.7 3.2 Companion Animal Health Median—94 % $ 5,742 $ 5,864 6.4 x 6.1 x 22.7 x 20.4 x 30.2 x 26.9 x 11.0 % 3.2 x 3.0 IQVIA $ 261.61 99 50,596 60,972 4.2 3.9 18.7 17.3 25.9 23.3 20.6 1.3 1.9 Cerner 72.98 87 21,671 22,650 3.7 3.5 11.0 10.3 20.0 17.6 11.5 1.7 1.3 Change Healthcare 21.37 88 6,950 11,712 3.2 3.1 10.4 9.6 12.8 11.5 5.3 2.4 1.2 R1 21.33 68 6,177 6,713 4.0 3.5 16.6 14.4 46.4 36.2 19.5 2.4 0.8 Inovalon 40.41 99 6,310 7,122 8.1 7.2 22.7 19.7 43.0 34.8 21.0 2.0 1.4 HealthEquity 66.10 71 5,568 5,871 7.1 6.6 20.8 18.2 38.9 32.4 4.3 9.0 1.4 Signify Health 19.85 49 4,485 4,552 5.0 4.3 22.4 17.3 84.5 38.9 142.3 0.6 0.8 Evolent 26.10 97 2,426 2,452 2.4 2.1 34.1 25.8 NM NM NA NA 1.0 Profitable HCIT Median—87 % $ 6,244 $ 6,917 4.1 x 3.7 x 19.8 x 17.3 x 38.9 x 32.4 x 19.5 % 2.0 x 1.2 Chewy $ 69.83 58 29,172 28,842 2.7 2.3 NM NM NM NM NA NA NM PetMed Express 27.10 48 547 435 1.4 1.4 11.4 10.7 17.7 17.6 NM NM 7.3 Animal Health E-Commerce Solutions Median—53 % $ 14,860 $ 14,639 2.0 x 1.8 x 11.4 x 10.7 x 17.7 x 17.6 x NM NM 7.3 Source: Capital IQ, IBES as of Sep-24-2021 Note: Inovalon priced as of undisturbed date of 25-Jul-21, Change Healthcare priced as of undisturbed date of 05-Jan-21.    36


LOGO

Covetrus Versus Peers’ Operational Metrics ($ in millions) | Street Estimates 2022 2022 Revenue Growth EBITDA Growth 2022 Gross 2022 EBITDA 2021 FCF Company Revenue EBITDA 2022 2023 2022 2023 Margin Margin Conversion Covetrus $4,914 $279 6.7 % 6.3 % 11.1 % 13.1 % 19.2 % 5.7 % 69.9 % McKesson 259378 4712 4.2 4.6 4.3 7.1 5.0 1.8 65.5 AmerisourceBergen 241607 3468 10.4 5.7 12.7 6.4 3.4 1.4 59.2 Cardinal Health 177544 2787 5.7 4.7 5.1 3.6 4.1 1.6 81.3 Henry Schein 12049 1066 1.6 4.8 2.4 3.4 29.8 8.8 75.5 Owens & Minor 9735 436 (0.7) 3.9 (10.9) 9.8 15.1 4.5 64.0 Patterson Companies 6451 330 3.8 1.3 7.6 3.8 21.0 5.1 61.6 Distribution Median $94,796 $1,926 4.0 % 4.6 % 4.7 % 5.1 % 10.0 % 3.1 % 64.7 % Zoetis 8347 3613 8.5 5.9 9.7 8.3 70.4 43.3 65.7 IDEXX 3575 1150 11.8 10.4 12.0 15.8 59.5 32.2 5.2 Elanco Animal Health 4892 1198 3.7 3.2 11.9 16.8 57.9 24.5 65.6 Dechra 679 194 7.7 8.0 6.5 8.8 57.3 28.5 59.4 Virbac 1099 205 5.9 4.8 2.3 6.7 66.2 18.6 34.2 Heska 287 39 10.9 8.6 25.0 41.0 43.2 13.6 30.0 Vetoquinol 533 110 5.3 5.1 (3.7) 8.2 72.4 20.6 47.7 Phibro Animal Health 871 114 3.1 3.0 3.3 9.6 34.0 13.1 47.4 Companion Animal Health Median $985 $199 6.8 % 5.5 % 8.1 % 9.2 % 58.7 % 22.5 % 47.5 % IQVIA 14668 3259 7.3 7.5 9.6 8.0 34.1 22.2 37.6 Cerner 6093 2064 5.3 5.1 8.7 6.8 83.1 33.9 4.0 Change Healthcare 3619 1127 7.1 5.4 8.8 7.7 60.5 31.2 79.6 R1 1693 404 15.1 12.2 19.8 15.7 22.0 23.9 52.6 Inovalon 876 313 13.4 12.3 16.0 15.3 75.3 35.8 34.1 HealthEquity 828 282 9.1 7.3 15.1 14.5 57.4 34.0 51.0 Signify Health 903 203 19.1 17.6 26.7 29.9 50.2 22.5 47.9 Evolent 1001 72 13.1 19.0 33.8 32.1 28.3 7.2 50.7 Profitable HCIT Median $1,347 $359 11.1 % 9.8 % 15.5 % 14.9 % 53.8 % 27.5 % 49.3 % Chewy 10633 338 20.8 17.8 81.9 60.7 28.0 3.2 85.3 PetMed Express 315 38 4.5 1.8 1.6 6.2 28.9 12.1 100.0 Animal Health E-Commerce Solutions Median $5,474 $188 12.6 % 9.8 % 41.7 % 33.5 % 28.5 % 7.7 % 92.7 % Source: Capital IQ, IBES as of 24-Sep-21 Note: FCF calculated as free cash flow from operations less capex; FCF Conversion calculated as FCF divided by EBITDA 37

EX-99.(c)(4)

Exhibit (c)(4)

 

LOGO

Discussion Materials Prepared for Goldman Sachs & Co. LLC Strictly Private and Confidential October 25, 2021


LOGO

Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “ConfidentialInformation”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction. 1


LOGO

I. DCF Related Discussion


LOGO

Illustrative Weighted Average Cost of Capital Analysis Beta Range (1.50 – 1.90) Assumptions WACC Sensitivity Analysis Target Capital Structure Debt 20.0 % Total Debt / Capitalization Equity 80.0 % Assumptions $ 0.10 15.0 % 20.0 % 25.0 % Risk Free Rate 1.93 % Equity Beta 1.70 Equity Risk Premium 5.8 % Beta 1.50 9.5 % 9.2 % 8.8 % Cost of Equity 11.8 % Marginal Tax Rate 21.0 % Equity 1.70 10.5 % 10.1 % 9.7 % Pre-Tax Cost of Debt 4.3 % Levered After Tax Cost of Debt 3.4 % 1.90 11.5 % 11.0 % 10.6 % WACC 10.1 % Historical Beta Over Time 2.90 Average Since IPO 2Y 1Y 6M 3M 1M Covetrus 1.54 1.72 1.88 1.90 1.92 1.92 2.50 Distribution¹ 0.98 0.91 0.83 0.83 0.83 0.84 Companion Animal Health² 0.81 0.83 0.89 0.89 0.89 0.90 2.10 Profitable HCIT³ 1.24 1.27 1.29 1.25 1.25 1.28 Beta 1.91 Historical 1.70 1.30 1.31 0.91 0.90 0.84 0.50 Feb-2019 Aug-2019 Feb-2020 Sep-2020 Mar-2021 Sep-2021 Source: Company filings, historical Axioma betas, management projections, market capitalization on basic shares outstanding, Bloomberg as of 24-Sep-2021 3


LOGO

Peer Beta Overview Predicted 2-Year Average Company Historical Beta Beta Beta Market Cap Total Debt Total Cash Net Debt / Cap Covetrus 1.91 1.16 .30 1.72 $ 2,637 $ 1,071 $ 230 24.2 % Dechra 0.53 0.78 0.61 5,624 319 118 3.5 % Elanco Animal Health 1.21 0.89 1.11 15,435 6,126 580 26.4 % Phibro Animal Health 0.97 1.12 0.77 874 430 93 27.8 % Vetoquinol 1.02 0.93 0.31 1,559 35 51 (1.1)% Virbac 0.61 0.79 0.57 3,242 129 185 (1.8)% Zoetis 0.86 0.70 0.92 97,389 7,347 3,674 3.6 % IDEXX 1.04 0.84 1.07 58,857 1,013 232 1.3 % Heska 1.00 1.10 1.07 2,838 90 245 (6.0)% Animal Health Median 0.98 0.87 0.84 2.4 % Patterson Companies 0.98 0.84 1.00 2,959 641 143 14.4 % AmerisourceBergen 0.67 0.71 0.80 25,412 8,392 2,553 18.7 % Cardinal Health 0.83 0.88 0.96 14,526 6,236 3,407 16.3 % McKesson 0.85 0.75 0.87 31,422 7,176 2,423 13.1 % Owens & Minor NM 1.35 NM 2,371 1,009 45 28.9 % Henry Schein 1.03 0.77 0.99 10,910 788 167 5.4 % Distribution Median 0.85 0.81 0.96 15.4 % IQVIA 1.33 0.84 0.92 50,128 12,287 1,911 17.1 % Cerner 0.79 0.77 0.90 21,572 1,864 885 4.3 % Change Healthcare 1.60 0.68 1.59 6,903 4,872 109 40.8 % R1 1.12 0.79 1.10 5,948 700 165 8.3 % Inovalon 1.02 0.93 0.88 6,300 940 129 11.4 % HealthEquity 1.47 1.05 1.56 5,520 1,057 754 5.2 % Signify Health 1.28 1.61 1.18 4,485 338 632 (7.0)% Evolent 1.47 0.86 1.41 2,278 233 207 1.1 % Profitable HCIT Median 1.31 0.85 1.14 6.7 % Total Median 1.01 0.84 0.98 5.4 % Source: Company filings, historical Axioma betas, management projections, market capitalization on basic shares outstanding, Bloomberg as of 24-Sep-2021 4


LOGO

Illustrative Discounted Cash Flow Analysis ($ in millions, except per share data) Illustrative Unlevered Free Cash Flow 1 Management Projections Terminal 2021E Q4 2021E 2022E 2023E 2024E 2025E 2026E Year Total Revenue $ 4,604 $ 1,151 $ 5,049 $ 5,457 $ 5,859 $ 6,258 $ 6,600 $ 6,600 % Growth — 9.7 % 8.1 % 7.4 % 6.8 % 5.5 % EBITDA $ 261 $ 65 $ 304 $ 354 $ 400 $ 450 $ 500 $ 500 % Margin 5.7 % 5.7 % 6.0 % 6.5 % 6.8 % 7.2 % 7.6 % 7.6 % (-) Depreciation & Amortization (125) (31) (128) (126) (135) (144) (152) (88) EBIT $ 136 $ 34 $ 176 $ 229 $ 266 $ 306 $ 348 $ 412 % Margin 3.0 % 3.0 % 3.5 % 4.2 % 4.5 % 4.9 % 5.3 % 5.3 % % Growth — 29.6 % 29.6 % 16.2 % 15.3 % 13.7 % (-) Cash Taxes (29) (7) (37) (48) (56) (64) (87) % Marginal Tax 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % NOPAT $ 5 $ 169 $ 191 $ 218 $ 251 $ 284 $ 325 (+) Depreciation & Amortization 31 128 126 135 144 152 88 (-) Change in NWC 2 (55) (55) (47) (52) (57) (22) (-) Capex (19) (73) (85) (93) (93) (93) (93) Unlevered Free Cash Flow $ 20 $ 169 $ 177 $ 212 $ 249 $ 286 $ 299 Implied Equity Value Implied Share Price Implied Terminal EV / EBITDA PGR PGR PGR # ####### 1.5 % 2.0 % 2.5 % $ 22.01 1.5 % 2.0 % 2.5 % $ 7.86 1.5 % 2.0 % 2.5 % 8.50 % $ 3,629 $ 3,852 $ 4,112 8.50 % $ 25.48 $ 27.04 $ 28.85 8.50 % 8.8 x 9.4 x 10.0 x WACC 9.75 % $ 2,982 $ 3,130 $ 3,297 WACC 9.75 % $ 20.98 $ 22.01 $ 23.18 WACC 9.75 % 7.5 x 7.9 x 8.3 x 11.00 % $ 2,504 $ 2,607 $ 2,721 11.00 % $ 17.65 $ 18.37 $ 19.17 11.00 % 6.5 x 6.8 x 7.1 x Source: Management Projection 1 Projections based on management base LRP through 2024 and management extrapolations from 2025 through 2026. 5


LOGO

II. Valuation Multiple Discussion


LOGO

Covetrus Multiple Over Time ($ in millions, except share data) NTM EV / EBITDA Multiple 30.0x Average 2-Year 1-Year YTD 3-Month Covetrus 15.9x 18.2x 18.1x 14.8x 25.0x 20.0x tip le Mul EBITDA 15.0x 12.9x EV / 10.0x 5.0x 0x Feb-2019 May-2019 Sep-2019 Dec-2019 Apr-2020 Jul-2020 Nov-2020 Feb-2021 Jun-2021 Sep-2021 Source: Capital IQ, IBES as of 24-Sep-2021 7


LOGO

MWI’s Pre-Transaction Trading Levels and Historical Premium to Distributors MWI Historical Premium to NTM EV / EBITDA Distributors 20x Average 5Y 3Y 2Y 1Y CVET MWI 12.8 x 14.1 x 14.8 x 14.6 x 5-Year Avg. to Human Health Current NTM Distributors¹ 7.8 8.3 9.2 9.8 Distributors EV/EBITDA: Premium 5.0 5.8 5.6 4.8 13.1 x MWI 5-Year Average Current Median 16x Premium to Human Human Health 15.9 x Health Distributors Distribution Multiple Multiple EBITDA 5.0 x 8.3 x 12x Weighted 10.4 x 8x NTM-Time Implied Animal Health 4x Distribution Business 13.3x Multiple Today 0x Jan-2010 Jan-2011 Jan-2012 Jan-2013 Jan-2014 Jan-2015 MWI Distributors¹ Source: Bloomberg, IBES, as of 24-Sep-2021 ¹Distrubutors includes ABC, CAH, and MCK. Note: Above metrics as of undisturbed date of 12-Jan-2015 8


LOGO

Analyst Targets Indicate 59% Upside to Current Levels with Analysts Focused on EBITDA Multiple Methodologies Buy Rating for 4/6 Available Brokers Implied EV / Analyst Date Price Target Upside EBITDA P / E DCF Valuation Methodology ï® Utilizes DCF (7.0% WACC; terminal growth of 2% vs Analyst A 3-Sep-21 98% — $38.00 3% prior) ï® DCF analysis,(9.0% WACC, terminal growth of 1%) Analyst B 6-Aug-21 93% - augmented by a forward EV/EBITDA multiple compared $37.00 to peer group multiples and/or historic trading ranges ï® Based on a ~19x multiple applied to 2022 EBITDA Analyst C 5-Aug-21 67% — estimate of $278mm. $32.00 — Implies 16.6x 2023E EBITDA multiple ï® Based on an EV of 16.5x 2022E EBITDA, a discount to — closest, most recently traded public competitor MWI 51% Analyst D 8-Aug-21 $29.00  Veterinary (15.7x takeout valuation), and broader animal health peer group (20.5x) . – Implies 14.2x 2023E EBITDA multiple $27.00 Analyst E 13-Aug-21 41% —ï® Based on 15.5x Multiple on CY 2023E EBITDA ï® Blended multiple based on 50% P/E (24x) and 50% $22.00 Analyst F 14-Jun-21 15%—EV/EBITDA (16x) on NTM estimates 12 months out (including stock-based comp) (multiples unchanged. Current Price: $19.16 Buy Hold Sell Median: $30.50 Implied Upside Median: 59% Source: Wall Street Research as of 24-Sep-2021 Note: Median excludes anonymous analysts and analysts for which no reports are available.


LOGO

Illustrative SOTP Analysis ($ in billions, except per share data) Illustrative SOTP Analysis CVET Current NTM EV / EBITDA: Implied Share Price: 13.1 x $23.15—$27.37 $ 2.3 $ 4.7 Current Share Price: $19.16 $ 3.9 $ 1.9 $ 2.7 $ 2.4 $ 4.1 $ 3.3 $ 2.3 $ 0.8 Distribution GTS SOTP Implied EV Net Debt SOTP Implied Equity Current Equity Value Value SOTP Implied NTM EBITDA Multiple NTM EBITDA1 $ 188 $ 104 $ 293 SOTP Implied Premium: 20.8%—42.7% NTM Multiple Range 12.0x -13.0x 18.0x -22.0x 14.1x -16.2x Implied EV / NTM Rev: 2.1x – 2.6x Source: Management projections, Company filings, CapIQ, market data as of 24-Sep-2021 Note: Distribution and Technology level enterprise values derived by applying the stated NTM multiples to the NTM metric for each segment and equity value derived utilizing the company’s latest capital structure per filings. 1 EBITDA burdened by unallocated Corporate and Contingency, allocated to segments based on annual revenue contribution and represents NTM as of pricing date of market data. 10


LOGO

Valuation Peer Benchmarking EV / 2022E EBITDA 22.7x 19.8x 12.9x 11.4x 8.5x CVET Distribution Companion Animal Health Profitable HCIT Animal Health E-Commerce Solutions EV / 2023E EBITDA 20.4x 17.3x 11.4x 10.7x 8.0x CVET Distribution Companion Animal Health Profitable HCIT Animal Health E-Commerce Solutions Source: CVET and peers based on IBES estimates as of 24-Sep-21 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Chewy excluded due to non-material multiples. Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, Idexx, and Heska. Profitable HCIT includes Change Healthcare (priced as of undisturbed date of 05-Jan-21), Invovalon (priced as of undisturbed date of 25-Jul-21), Evolent, Cerner, Health Equity, R1, IQVIA, and Signify Health. 11


LOGO

Operational Peer Benchmarking Management Projections 2021E – 2023E Revenue Growth 2021E – 2023E EBITDA Growth1 18.9% 36.4% 37.4% 10.5% 11.2% 8.9% 16.6% 15.2% 6.8% 6.2% 3.8% 8.3% 6.4% 5.0% CVET CVET GTS CVET Total Distrubution Companion Profitable Animal CVET CVET GTS CVET Total Distribution Companion Profitable Animal Distribution Animal HCIT Health E- Distribution Animal HCIT Health E-Health Commerce Health Commerce Solutions Solutions 2022 Gross Margin 2022 EBITDA Margin1 27.5% 58.7 % 53.8 % 22.5% 34.7 % 28.5 % 12.2% 19.4 % 7.7% 16.0 % 10.0 % 4.6% 6.0% 3.1% CVET CVET GTS CVET Total Distribution Companion Profitable Animal CVET CVET GTS CVET Total Distribution Companion Profitable Animal Distribution Animal HCIT Health E- Distribution Animal HCIT Health E-Health Commerce Health Commerce Solutions Solutions Source: CVET and peers based on IBES estimates as of 24-Sep-21 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Chewy excluded due to non-material multiples. Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, Idexx, and Heska. Profitable HCIT includes Change Healthcare (priced as of undisturbed date of 05-Jan-21), Invovalon (priced as of undisturbed date of 25-Jul-21), Evolent, Cerner, Health Equity, R1, IQVIA, and Signify Health. 1 Covetrus business units EBITDA burdened by corporate cost and contingency based on revenue contribution. 12


LOGO

Profitable HCIT Valuation Benchmarking ($ in millions) EV / 2022E EBITDA 38.3 x Median: 19.0 x 22.4 x 20.8 x 19.3 x 18.7 x 16.6 x 11.0 x 9.4 x Evolent Signify Health HealthEquity Inovalon IQVIA R1 Cerner Change Healthcare GTS EV $ 2,756 $ 4,552 $ 5,871 $ 6,011 $ 60,972 $ 6,713 $ 22,650 $ 10,911 –YoY Rev Growth 15.8 % 19.1 % 9.1 % 12.7 % 7.3 % 15.2 % 5.3 % 7.2 % 20.1 % 22 Gross Margin 28.3 % 50.2 % 57.4 % 75.6 % 34.1 % 27.1 % 83.1 % 59.4 % 34.7 % YoY EBITDA 33.8 % 26.7 % 14.4 % 14.9 % 9.6 % 19.4 % 8.7 % 10.9 % 34.9% Growth 22 EBITDA Margin 7.0 % 22.5 % 33.9 % 36.1 % 22.2 % 25.0 % 33.9 % 32.3 % 12.2 % Source: IBES estimates as of 24-Sep-21, management projections Note: Change Healthcare priced as of undisturbed date of 05-Jan-21, Inovolan priced as of undisturbed date of 25-Jul-2021. 13


LOGO

Illustrative Present Value of Future Share Price Analysis NTM EV / EBITDA Multiple Method | ($ in millions, except per share data) Illustrative FSP Analysis PVFSP at Year End 2023 NTM EV / EBITDA NTM EBITDA Multiple $ 46.57 16.0x $ 39.91 14.5x 11.5 x 13.0 x 14.5 x 16.0 x $ 41.87 13.0x $ 33.79 $ 37.16 11.5x $ 35.73 A $ 440 $ 24.17 $ 27.81 $ 31.44 $ 35.08 $ 27.08 $ 31.54 $ 32.46 EBITD $ 30.09 LRP) $ 26.39 $ 27.36 $ 400 $ 21.64 $ 24.94 $ 28.25 $ 31.56 $ 19.16 $ 23.90 (Base $ 22.69 $ 20.73 2024 $ 17.55 $ 360 $ 19.09 $ 22.06 $ 25.04 $ 28.01 Current 2021 2022 2023 2024 NTM EBITDA $ 304 $ 354 $ 400 $ 450 PVFSP at Year End 2024 NTM EBITDA Multiple 13.0 x 13.0 x 13.0 x 13.0 x NTM EBITDA Multiple Implied Future EV $ 3,956 $ 4,604 $ 5,206 $ 5,854 (-) Net Debt (1,010) (845) (707) (548) 11.5 x 13.0 x 14.5 x 16.0 x Implied Future Equity Value $ 2,945 $ 3,759 $ 4,499 $ 5,306 $ 495 $ 25.69 $ 29.37 $ 33.06 $ 36.75 FDSO 142.1 142.4 142.6 142.8 BITDA ted) Implied Future Stock Price $ 20.73 $ 26.39 $ 31.54 $ 37.16 trapola E $ 450 $ 23.12 $ 26.47 $ 29.82 $ 33.17 Present Value of Future 1 $ 20.19 $ 23.16 $ 24.94 $ 26.47 Stock Price 220 5 (Ex % Premium to Current $ 405 $ 20.56 $ 23.57 $ 26.59 $ 29.60 5.4 % 20.9 % 30.2 % 38.2 % Source: Management projections and Market data as of 24-Sep-2021 Note: Analysis assumes NTM EV/EBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections. 1 Future stock price discounted back to today utilizing an illustrative 11% cost of equity. 14


LOGO

III. LBO Related Discussion


LOGO

Illustrative Leveraged Buyout Analysis ($ in millions, except per share data ) | Base Case Projections | 5 Year Hold Entry Summary Source and Uses Entry Summary Sources of Funds Amount x LTM EBITDA Transaction Price Per Share $ 26.00 New Revolver $ 0 0.0 x Current Share Price 19.16 New 1L Term Loan $ 1,303 5.0 x Implied Premium to Current 35.7 % New Senior Notes $ 456 1.8 x FDSO1 142 Total Debt $ 1,759 6.8 x Transaction Equity Value $ 3,703 Sponsor Equity $ 2,913 11.2 x Total Sources $ 4,672 17.9 x (+) Current Net Debt 841 Transaction Enterprise Value $ 4,544 Uses of Funds LTM EBITDA (2021) 261 Amount x LTM EBITDA Implied LTM Entry Multiple 17.4 x Equity Purchase Price $ 3,703 14.2 x Refinance Net Debt $ 841 3.2 x NTM EBITDA (2022) 304 Transaction Fees and OID $ 78 0.3 x Implied NTM Entry Multiple 14.9 x Min Cash $ 50 0.2 x Total Uses $ 4,672 17.9 x Deleveraging Profile Exit Summary 6.8 x EBITDA at Exit $ 530 Illustrative Exit Multiple (LTM) 17.5 x 5.0 x 4.0 x Illustrative Enterprise Value @ Exit $ 9,279 3.3 x 2.5 x (-) Net Debt @ Exit 928 1.8 x Equity Value @ Exit $ 8,352 Initial Equity Investment $2,913 MOIC 2.9 x At Close 2022E 2023E 2024E 2025E 2026E Illustrative Sponsor IRR 23.5 % Total $ 1.8 $ 1.7 $ 1.6 $ 1.4 $ 1.2 $ 1.0 Debt Source: Management Projections, Company filings, Capital IQ market data as of 24-Sep-2021 Note: Assumes transaction closes 31-Dec-2021, 17.5x LTM multiple exit, and 6.75x leverage in base case. 16


LOGO

Illustrative Leveraged Buy Out Sensitivity Analysis ($ in millions, except per share data ) | Base Case Projections | 5 Year Hold Implied Implied IRR Implied IRR Premium $24 – 25% Transaction Price Per Share LTM Exit Multiple $26 – 36% $28 – 46% 23.5 % $ 24.00 $ 26.00 $ 28.00 23.5 % 16.0 x 17.5 x 19.0 x Implied LTM Implied Exit EBITDA1 CAGR 16.0 x 23.5 % 21.0 % 18.8 % (1.00)% 16.7 % 19.2 % 21.5 % $ 464 8.6 % Annual LTM Exit 17.5 x 26.0 % 23.5 % 21.2 % EBITDA 0.00 % 21.0 % 23.5 % 25.7 % $ 530 12.2 % Multiple Margin Flex 19.0 x 28.4 % 25.7 % 23.4 % 1.00 % 24.9 % 27.3 % 29.5 % $ 596 15.6 % Implied IRR Implied IRR Transaction Price Per Share Transaction Price Per Share 23.5 % $ 24.00 $ 26.00 $ 28.00 23.5 % $ 24.00 $ 26.00 $ 28.00 Implied LTM Implied Exit EBITDA1 CAGR 6.50 x 25.7 % 23.2 % 20.9 % (1.00)% 21.7 % 19.2 % 17.0 % $ 464 8.6 % Annual Leverage 6.75 x 26.0 % 23.5 % 21.2 % EBITDA 0.00 % 26.0 % 23.5 % 21.2 % $ 530 12.2 % Margin Flex 7.00 x 26.4 % 23.8 % 21.4 % 1.00 % 30.0 % 27.3 % 24.9 % $ 596 15.6 % Source: Management Projections, Company filings, Capital IQ market data as of 24-Sep-2021 Note: Assumes transaction closes 31-Dec-2021, 17.5x LTM multiple exit, and 6.75x leverage in base case. 1 Inclusive of $30mm of Pro Forma corporate expense savings. 17


LOGO

Appendix A: Additional Information


LOGO

No Perfect Peer Set Exists For Covetrus Animal Health Distribution Companion Animal Health Profitable HCIT E-Commerce Solutions1  Companies within animal  Disruptive tech platforms  Rapidly growing animal  Core distribution business healthcare partnering with reshaping the healthcare products delivery and models center-based providers ecosystem sales platforms  EV / EBITDA EV / Revenue EV / Revenue EV / Revenue P/E EV / EBITDA EV / EBITDA EV / EBITDA 2022 EV / EBITDA 2022 EV / EBITDA 2022 EV / EBITDA 2022 EV / EBITDA Range: 6x – 12x Range: 11x – 69x Range: 10x – 34x Range: NM  Median: 9x Median: 23x Median: 20x Median: 11x Source: CapitalIQ, Bloomberg, IBES, market data as of 24-Sep-2021 19 1Chewy 2022 EV / EBITDA multiple not meaningful


LOGO

Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “ConfidentialInformation”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction. 20

EX-99.(c)(5)

Exhibit (c)(5)

 

LOGO

INVESTMENT BANKING I DIVISION Discussion Materials Prepared for covetrus Goldman Sachs & Co. LLC Strictly Private and Confidential December 3, 2021


LOGO

Overview of Range of Strategic Alternatives INVESTMENT BANKING I DIVISION covetrus Explore Sale of Review Broad Range of Strategic Alternatives Company (WholeCo or Components) Status Quo Divest Non-Core Return Capital to Financial and Separate the Business Assets Shareholders Strategic Buyers ./ Retain existing portfolio of ./ Potential to optimize value ./ Ability to realize near-term ./ Multiple pathways to ./ Potential value creation business units through separation of capital at a premium deploy capital (i.e. benefit from control business segments valuation dividend or share premium and buyer ./ Continue to implement repurchase) synergies long-term strategic plan ./ Maintain operational ./ Optionality on deploying and operational strategy independence capital to drive value ./ Provides immediate value ./ Benefit from scarcity value (capital distribution to accretion to existing ./ Shareholders participate ./ Shareholders able to ./ Streamlined transaction shareholders or capital for shareholders with ability to in potential upside continue participating in strategic investment in participate in future upside potential upside remaining business) of existing strategic plan )< Long-term strategic plan )< Limits future optionality )< Potential dis-synergy or )< Capital preference of )< Potential for management implemented under public Loss of the long-term stranded costs existing shareholder base distraction and business )< company shareholder strategic value of keeping Loss of the long-term Signaling effect from a disruption )< )< oversight strategic value of keeping Typically a more in-depth the businesses together change in capital )< )< Limited visibility into the businesses together deployment priorities diligence process realization of public market value accretion


LOGO

Summary Overview of a Sale Alternative INVESTMENT BANKING I DIVISION • While the business continues to perform, there is a growing recognition that additional investment and focus on the tech segment is required to drive longer term growth and shareholder value. However, current capital structure and shareholder base creates challenges executing on that strategy • Board of Directors will need to assess the potential implications on share price and the execution risk associated with pursuing a status quo strategy, relative to a range of strategic alternatives that are currently available to the Company • Appears to be strong interest in the Category and the Company that warrants evaluation of a potential sale of the Company at this time (either WholeCo or certain assets) • Comprehensive outreach process to a select group potentially interested parties • Will include financial sponsors and strategic buyers who would likely have interest in the WholeCo or select segments • Focus on maximizing shareholder value and certainty • Limited information will need to be provided to potentially interested parties (long range plan, management presentation) before an initial indication of value is required • Major shareholder to not be included in initial process and script around their intent and role to be carefully weighed • Agree on list for potentially interested parties and start outreach in December • Receive initial indications in January • Timing post initial indications will depend on quality and value of the proposals received vis-a-vis standalone execution versus long-range plan • Goal is an expedient solution of the situation with announcement of a transaction, if any, in Q1 2022; potentially with FY earnings • Broad set of financial sponsors and strategies who may have interest in a WholeCo transaction and/or a transaction for a segment (e.g. Tech or Distribution) • Buyers selected based (a) ability to transact in this size, (b) interest in company/sector and (c) existing investments that may create synergy value • Will not include buyers where sharing competitively sensitive information would create potential business challenges


LOGO

Process Considerations Should the Board INVESTMENT BANKING I DIVISION Decide to Pursue a Sale Process • Information and access to management will generally be more limited than in a private sale process given information freely available in the public domain on the Company • Key documents I materials to be shared prior to Indication of Interest (“Round 1”) NO A: Standard document prepared by counsel, will need to address standstill and prevent direct contact with major shareholder Financial Model: Long-term forecast based on Company’s long-range plan, with explanation of assumptions Management Presentation: -2 hour interaction with management, which can be virtual and will describe Company’s business and growth plan • Prior to Finalization of Contract (“Round 2”) Limited diligence access to management for value-clarifying questions Negotiation of definitive transaction documents—Legal diligence to support negotiation of documents, structuring and disclosure schedules (data room) • We are confidentially reaching out on behalf of Covetrus, who is exploring strategic alternatives • We are only reaching out to highly credible counterparties to gauge an interest in exploring a potential transaction • If you are interested to engage, we can share an NDA. Upon execution, we will set up time with management to go through their business plan and will share the Company’s forecast • We are looking to run an expedited process and come to solution in Q1 /2022 • Question: Does the Company have a preferred transaction structure?—Leading with WholeCo sale, but will listen to other differentiated, value-creating proposals • Question: What is CD&R’s position? Are they a seller, a holder or a buyer? CD&R have been investors in Covetrus and its predecessors since 2015. They are aware and supportive of this process as it is being run by the Company and its advisors.


LOGO

Illustrative Timeline INVESTMENT BANKING I DIVISION January- February March Estimated—Date 4Q 2021 Earnings Week Release Execution Feb 28th—• Due Diligence I Round 2 and Final Round 1 Preparation Negotiations (3-4 weeks) (4-6 weeks) * (4-6 weeks) * • GS to reach out with script • Additional management • GS I Company to to potential buyers (no access for diligence draft management presentation and teaser required for public company) • Access to full data room for refine detailed legal purposes financial model • Select group of parties enter into NDA and • Distribute relevant contract for • Finalize list of review by buyers and their receive management potential partners counsel presentation and financial and script I model messaging with ,_ ___ ...__ .. • Length of round depends on Management Indication of proposals received Final Announce With 4Q .._ __ v_a_lu_e __ _. • Final negotiations and sign a ..__B_id_s _ _. 2021 Earnings contract 1. Offer at attractive level for WholeCo. Negotiate for best outcome. Likely quickest outcome .I~ ); 2. Structured Offer at attractive level for WholeCo (Conditionality around CO&R): Engage in structuring dialogue with ~~ all relevant parties (Company, Bidder, Existing Shareholder) 3. Attractive bid(s) for Parts, but not WholeCo: Evaluate whether a separation makes sense as proposed and negotiate ~~~ for best outcome. 4. No Attractive Bid: Focus on execution and financing of long-range plan ~


LOGO

Preliminary Universe of Potentially Interested INVESTMENT BANKING I DIVISION Parties US Focused (Who/eGo only) Europe Focused (Who/eGo or Distribution only) • Large fund to speak for equity • Historical interest in Company • Sector expertise “Tier 1” 1 Technology-focused only.


LOGO

Overview of Potential Interested Parties INVESTMENT BANKING I DIVISION Key Contact Fund Size I EV 1 Technology-focused only.


LOGO

Disclaimer INVESTMENT BANKING I DIVISION These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

EX-99.(c)(6)

Exhibit (c)(6)

 

LOGO

INVESTMENT BANKING I DIVISION Discussion Materials Prepared for covetrus Goldman Sachs & Co. LLC Strictly Private and Confidential December 9, 2021


LOGO

Today’s Agenda INVESTMENT BANKING I DIVISION • Review Public Market Perspective and Valuation Data Points on Covetrus • Review Status Quo Valuation for Revised Base Case • Review Illustrative Valuation Analysis for Technology Investment Case • Discuss Process Alternatives and Recommendations


LOGO

INVESTMENT BANKING I DIVISION • Review Public Market Perspective and Valuation Data Points on Covetrus • Review Status Quo Valuation for Revised Base Case • Review Illustrative Valuation Analysis for Technology Investment Case • Discuss Process Alternatives and Recommendations


LOGO

Covetrus Trading Snapshot INVESTMENT BANKING I DIVISION ($ in millions, except share data) L TM Stock Price Performance Public Market Trading Overview Current Share Price $18.48 $45 VWAP 6,000.00 1-Month $ 18.18 % 52 Week High 45% $40 3-Month $ 19.09 5,000.00 6-Month $ 21.38 Full~ Diluted Shares Outstandinlil 142.1 26.31 0 1-Year $ 4,000.00 Equity Value $ 2,626 (/) $35 0 Since IPO $ 20.56 2. 0 (+) Debt $ 1,071 Ql E CJ ·;: $30 3,000.00 Ql a.. ;,E (-)Cash $ 187 Cl 0 .E $25 2,000.00 > Enterprise Value $ 3,510 til 0 0 $20 1,000.00 Financial Performance 2021E 2022E 2023E $18.48 Revenue $ 4,594 $4,877 $ 5,189 $15 0.00 Dec-2020 Apr-2021 Aug-2021 Dec-2021 %Growth 5.9% 6.1% 6.4% NTM EV I EBITDA Multiple EBITDA $247 $276 $ 314 %Growth 9.2% 12.0% 13.5% 30x 1 Yr Avg: 17.3 x 52-Wk High: 24.4 X %Margin 5.4% 5.7% 6.0% 52-Wk Low: 11.7 x EPS $0.94 $ 1.05 $ 1.16 ~25x 0 %Growth 2.2% 11.7% 10.5% 1- m w -20x > Trading Metrics 2021E 2022E 2023E w :E l- EV/Revenue 0.8 X 0.7 X 0.7 X z 15x ·——————————————————————-·•EV/EBITDA 14.3 X 12.8 X 11.3 X I ~——————————————————————~ 19.7 X 17.6 X 15.9 X P/E 12.7 X 10x Dec-2020 Apr-2021 Aug-2021 Dec-2021 Source: Capita/IQ, IBES as of 07-Dec-2021


LOGO

Covetrus Multiple Has Recently Contracted INvEsTMENT BANKING 1 DIVISION Since All-Time High Levels Achieved Earlier This Year NTM EV I EBITDA 40x Averaae 2Y 1Y 1M High Low Covetrus 16.1 X 17.4 X 12.7 X 24.4 X 8.4 X Distribution’ 8.6 8.8 8.8 10.4 6.7 Companion Animal Health3 20.2 22.4 23.6 24.5 11.6 •43.3x Profitable l-iCIT 14.8 17.C 18 8 19.5 9.2 Current Animal Health S&P 500 15.0 15.6 15.3 16.5 10.1 E-Commerce Solutions Multiple2 Q) 30x Q. E :J :e <( c 1- iiiw “g 20x s::.- C) ~ Q) ~E 1- :e z 10x Ox Feb-2019 Aug-2019 Jan-2020 Jul-2020 Dec-2020 Jun-2021 Dec-2021—covetrus—Distribution’—companion Animal Health3 Profitable HCIP—High Growth HCIT—S&P 500 Source: Bloomberg,CIQ and IBES, as of 07-Dec-2021. ‘Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. ‘E-Commerce Solutions includes Chewy and PetMed Express. •companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. •Profitable HCIT includes lnvova/on, Evolent, Gerner, Change Healthcare, Health Equity, R1, IQVIA, and Si ni Health.


LOGO

MWI’s Pre-Transaction Trading Levels and INVESTMENT BANKING I DIVISION Historical Premium to Distributors NTM EV I EBITDA CVET Current NTM Ave rase 5Y 3Y 2Y 1Y 20x EV/EBITDA: MWI 12.8 X 14.1 X 14.8 X 14.6 X 12.7 X Distributors· 7.8 8.3 9.2 9.8 Premium 5.0 5.8 5.6 4.8 ~ 16x 15.9 X ~ :::s ::E Distributors Current NTM ~ EV/EBITDA: iii 8.7 X ~s 12x .t: Cl 10.4 ~ X Q) E Implied i7 8x ~ z CVET Premium to Distributors: 4.0 x 4x Ox +———————-~———————~———————~———————~——————~ Jan-2010 Jan-2011 Jan-2012 Jan-2013 Jan-2014 Jan-2015—MWI—Distributors• Source.· Bloomberg, IBES, as of 07-Dec-2021 10istrubutors includes ABC, CAH, and MCK. Note. Above metrics as of undisturbed date of 12-Jan-2015


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I DIVISION Street Consensus EV I 2022E EBITDA 43.1x 17.2x 12.8x CVET Distribution Profitable HCIT Companion Animal Health Animal Health E-Commerce Solutions EV I 2023E EBITDA 28.9x 13.8x 11.3x CVET Distribution Profitable HCIT Companion Animal Health Animal Health E-Commerce Solutions Source: CVET and peers based on IBES estimates as of 07-Dec-21 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare (priced as of undisturbed date of 05-Jan-21), Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health.


LOGO

Operational Peer Benchmarking INVESTMENT BANKING I DIVISION Management Projections (Base Case) 2021 E- 2023E Revenue Growth 2021E- 2023E EBITDA Growth1 36.9% 34.9% 19.3% 11.0% 17.0% 15.0% 8.9% 9.2% CVET CVET GTS CVET Total Distrubution Companion Profitable HCIT Animal Health CVET CVET GTS CVET Total Distribution Companion Profitable HCIT Animal Heatth Distribution Animal Heal h E-Commerce Distribution Animal Heatth E-Commerce Solutions Solutions 2022 Gross Margin 2022 EBITDA Margin1 58.3% 24.1% 50.0% 22.9% 28.3% 13.6% 7.4% 3.2% CVET CVET GTS CVET Total Distribution Companion Profitable HCIT Animal Heatth Distribution Animal Heatth E-Commerce CVET CVET GTS CVET Total Distribution Companion Profitable HCIT Animal Heatth Solutions Distribution Animal Heatth E-Commerce Solutions Source. CVET based on management projections as of 07-Dec-2021 (Base Case), peers based on IBES estimates as of 07-Dec-2021 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare (priced as of undisturbed date of 05-Jan-21 ), Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health. 1Covetrus business units EBITDA burdened by corporate cost and contingency based on revenue contribution.


LOGO

Profitable HCIT Valuation Benchmarking INVESTMENT BANKING I DIVISION ($ in millions) EV I 2022E EBITDA 32.4 X Median· 17 2 x 19.2 X 18.9 X 17.2 X 13.6 X r-— 11.1 X 9.4 X evolento · IQV IA Q..Cerner· CHL¥NGE covetrus R1, ¥‘ signifyhealth HEALTH HEALTHCARE GTS EV $2,653 $ 7,878 $62,824 $3,502 $ 3,806 $ 22,875 $ 10,911 YoY Rev Growth 17.2 % 15.1% 7.6 % 20.7 % 8.9 % 5.0 % 7.2 % 20.5 % 22 Gross Margin 26.7 % 26.3 % 34.0 % 50.0 % 57.8 % 83.1% 59.4 % 35.6 % YoY EBITDA Growth 39.7 % 19.7 % 11.2 % 23.0 % 14.7 % 8.3 % 10.9 % 28.1% 22 EBITDA Margin 7.8 % 24.1% 22.4 % 22.1% 34.0 % 33.8 % 32.3 % 13.6 % Source.· IBES estimates as of 07-Dec-21, management projections Note.· Change Hea/thcare priced as of undisturbed date of 05-Jan-21. 81


LOGO

INVESTMENT BANKING I DIVISION • Review Public Market Perspective and Valuation Data Points on Covetrus • Review Status Quo Valuation for Revised Base Case • Review Illustrative Valuation Analysis for Technology Investment Case • Discuss Process Alternatives and Recommendations


LOGO

Financial Overview {Base Case) INVESTMENT BANKING I DIVISION ($ in millions) Revenue $7,208 $ 6,918 2020 2021 2022 2023 2024 2025 2026 2027 2028 %YoY 6.2% 9.2% 8.2% 7.5% 6.9% 5.5% 4.8% 4.2% Growth Adj. EBITDA 2020 2021 2022 2023 2024 2025 2026 2027 2028 % Margin 5.2% 5.4% 5.7% 6.4% 6.8% 7.3% 7.6% 7.8% 7.9% Source.· Management Projections; Note.· 2021 and 2022 Base Case has been adjusted to reflect the latest outlook for 2021 and known headwinds thereafter. Revised figures provide an updated view of YTG results and the anticipated 2022 budget


LOGO

Illustrative Present Value of Future Share Price INVESTMENT BANKING I DIVISION Analysis {Base Case) NTM EV I EBITDA Multiple Method 1 ($ in millions, except per share data) 1 —————-¥ Illustrative FSP Analysis PVFSP at Year End 2023 I Illustrative : : NTM EV I EBITDA 1 NTM EBITDA Multiple ‘—————-’ .... 17.0x -ll- 15.0x 11.0 X 13.0 X 15.0 X 17.0 X -ll- 13.0x -ll- 11.0x 85.0 % $ 16.88 $20.52 $24.17 $ 27.81 oQ) cns c- E- nsa.. In 100.0 % $ 20.41 ~$28.99 $33.28 0 .5 ‘t: ns Q) en a.<( Current 2021 2022 2023 2024 115.0 % $23.95 $28.88 $ 33.81 $38.74 NTM EBITDA $285 $349 $397 $459 PVFSP at Year End 2024 Illustrative 13.0 X 13.0 X 13.0 X 13.0 X NTM EBITDA Multiple NTM EBITDA Multiple Implied Future EV $3,705 $4,537 $5,161 $5,962 11.0 X 13.0 X 15.0 X 17.0 X (-) Net Debt (828) (748) (618) (471) Implied Future Equity Value $2,877 $3,789 $4,543 $5,491 Q) c 85.0 % $ 18.57 $22.34 $ 26.10 $29.86 FDSO 142.2 142.6 142.8 143.0 o ns c-nsa.. Implied Future Stock Price $20.22 $26.57 $ 31.81 $38.41 E- .5In 100.0 % $22.23 ~$ 31.08 $ 35.51 Present Value of Future 0 $19.66 $23.08 ns Stock Price1 ~ ~ en ~<( 115.0 % $25.88 $ 30.97 $36.06 $41.15 % Premium to Current 6.4 % 24.9 % 33.7 % 44.2 % Source. Management Base Case projections and Market data as of 07-Dec-2021 Note. Analysis assumes NTM EV/EBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections. Red circles are meant to highlight corresponding numbers across various tables. 1 Future stock price discounted back to today utilizing an illustrative 11.9% cost of equitv.


LOGO

Illustrative Discounted Cash Flow Analysis INVESTMENT BANKING I DIVISION Base Case 1 ($ in millions, except per share data) Illustrative Unlevered Free Cash Flow 2020 Q42021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E Terminal Total Sales $4,334 $ 1,151 $ 5,029 $5,442 $5,849 $ 6,253 $ 6,600 $ 6,918 $ 7,208 $ 7,208 Rev% Growth 9.2% 8.2% 7.5% 6.9% 5.5% 4.8% 4.2% Total Adj. EBITDA $227 $62 $285 $349 $397 $459 $500 $537 $570 $570 % Margin 5.7% 6.4% 6.8% 7.3% 7.6% 7.8% 7.9% 7.9% D&A ($43) $(178) $(194) $(215) $(232) $(250) $(262) $(273) $(112) %of Sales (3.52% (3.62% (3.72% (3.72% (3.82% (3.82% (3.82% EBIT $20 $ 107 $ 155 $ 182 $226 $250 $275 $296 $458 % Margin 2.1 % 2.8% 3.1 % 3.6% 3.8% 4.0% 4.1 % 6.3% (-)Tax ($4) $(27) $(39) $(46) $(57) $(62) $(69) $(74) $(114) Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% NOPAT $ 16 $80 $ 116 $ 137 $170 $ 187 $206 $222 $343 {+) D&A $43 $ 178 $ 194 $215 $ 232 $250 $ 262 $273 112 (-)~in NWC ($2) (52) (55) (48) (53) (58) (42) (38) (19) HCaeex (17} (75} (82} (89} (96} (102} (107} (112} (112} Unlevered Free Cash Flow $39 $ 131 $ 172 $214 $253 $278 $319 $345 $324 Implied Equity Value Implied Share Price Implied Terminal EV I EBITDA 1.5 % 2.0 % 2.5 % 1.5 % 2.0 % 2.5 % 1.5 % 2.0 % 2.5 % 8.50 % $ 3,098 $ 3,281 $ 3,495 8.50 % $22.48 $23.82 $ 25.36 8.50 % 8.4 X 8.9 X 9.6 X 9.75 % $ 2,453 $ 2,570 $2,704 9.75 % $ 17.80 $18.65 $ 19.62 9.75 % 7.1 X 7.5 X 7.9 X 11.00 % $ 1,979 $ 2,058 $ 2,146 11.00 % $ 14.37 $14.94 $ 15.58 11.00 % 6.2 X 6.5 X 6.8 X Source.· Management Updated Base Case Projection Note.· Analysis valuation date of 07-Dec-2021.


LOGO

INVESTMENT BANKING I DIVISION • Review Public Market Perspective and Valuation Data Points on Covetrus • Review Status Quo Valuation for Revised Base Case • Review Illustrative Valuation Analysis for Technology Investment Case • Discuss Process Alternatives and Recommendations


LOGO

Overview of Key Assumptions INVESTMENT BANKING I DIVISION • The following set of pages attempt to frame the potential stock price performance when reflecting Management’s Technology Investment Case reviewed with the Board of Directors • The Technology Investment Case was prepared by Management and assumes operating the business differently by making additional investment in technology assets to support longer-term growth, including:—Additional apex and capex in near term to drive technology—Implementation of shared services—Aggressive M&A strategy with -$700 million of spend over the next years (assumes -$160million of stock directly issued to targets)—Reduction in service fee to drive increased commercial market share and greater share of compounding (5% reduction applied to 20% of the practices) • Executing on this strategy requires a significant incremental cash outlay (-$525mm on M&A,—$45mm on increased near-term apex and capex). We have modeled two scenarios to finance this cash outlay: 1. Access primary equity markets to finance funding short fall, with remainder financed through cash on hand I debt 2. Divest the international distribution business for cash • In scenario (1) where we issue primary capital, we have assumed the following:—Company raises $300 million of net proceeds in the equity markets mid-2022—Assumes CVET stock price of $21.21 based on 13.0x forward EBITDA with an 8% discount and subject to 5% fees and expenses—Results in 14.9 million shares issued or -10% of the shares outstanding pre-offering


LOGO

Overview of Key Assumptions {Cont.) INVESTMENT BANKING I DIVISION • In the scenario (2) where we divest the International Distribution business for cash, we have assumed the following:—2022E EBITDA of $135 million 1—Purchase multiple of 9.0x (included sensitivity analysis on multiple)—Cost basis of $500 million for International Distribution with any overage subject to 10% cash tax rate—Net proceeds utilized to repay debt to a target of 3.0x EBITDA and finance future cash M&A—$5 million reduction to corporate expense at RemainCo • Under both scenarios, the longer-term growth and margin profile and the mix of profitability between Tech and Distribution should support multiple expansion, relative to the base case In order to be net neutral relative to the present value of future share price (PVFSP) of the base case at 13.0x forward EBITDA, the Company would PF forward EBITDA multiple to expand to 13.5x in the case where we do not divest the International Distribution business and 16.8x in the case where we are able to sell International Distribution for 9.0x 2022E EBITDA 1 Divested EBITDA unburdened by Corp Allocations.


LOGO

Comparison of Base Case to Technology INVESTMENT BANKING I DIVISION Investment Case ($ in millions) Adj. EBITDA Capex (Incl. M&A) • Base $523 $487 • Tech lnv. Case 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 M&A Spend $411 $113 Net Debt Shares Outstanding1 $ 885 $869 164 164 164 162 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 Source.· Management Projections 1Tech lnv. Case assumes shares issued at 13.0x NTM EV I EBITDA from 01 22 through 01 2023 at an implied share price ranging from $15.00—$25.00 with primary shares issued Ł30;[, gross spread and illustrative 5% broker fee.


LOGO

Comparison of Base LRP to Technology INVESTMENT BANKING I Investment Case {Cont’d) DIVISION ($ in millions) Base LRPO Technology Investment Case 8 21.25 21 • 25 2021 2022 2023 2024 2025 CAGR 2021 2022 2023 2024 2025 CAGR Revenue Distribution $ 3,838 $ 4,129 $ 4,374 $4,601 $ 4,845 6% $ 3,838 $ 4,129 $ 4,374 $4,601 $4,845 6% Technology 766 900 1,069 1,248 1,408 16% 766 900 1,078 1,279 1,482 18% M&A NA 1 53 124 147 174 NM Total Revenue $ 4,604 $ 5,029 $ 5,442 $ 5,849 $ 6,253 ~ 8o/~ $4,605 $ 5,082 $ 5,575 $ 6,026 $ 6,501 <;: 9~ % Distribution 83% 82% 80% 79% 83% 81% 78% 76% 1 17% 18% 20% 21% 0 17% 19% 22% 24% 0 % Technology ~ ~ EBITDA Distribution $252 $ 271 $ 289 $303 $ 323 6% $ 252 $271 $ 289 $303 $323 6% Technology 96 123 168 216 261 28% 96 111 158 216 268 29% M&A NA 0 16 37 44 51 NM Cor~ Ex~enses {99l {109l {109l {122l {99l {129l {113l {119l {119l Total EBITDA $249 $285 $349 $397 $459{125l c. 16 %=:> $249 $269 $372 $444 $523 <: 20 %’”:) % Distribution 72% 69% 63% 58% 72% 68% 60% 54% % Technology1 28% 31 % 37% 42% ~0 28% 32% 40% 46% ~ 0 Revenue Growth Distribution 4% 8% 6% 5% 5% 4% 8% 6% 5% 5% Technology1 20% 18% 19% 17% 13% 21 % 24% 26% 19% 16% Total 6% 9 % 8% 7% 7% 6% 10 % 10 % 8% 8% EBITDA Margin Distribution 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% Technology1 13% 14% 16% 17% 19% 13% 13% 16% 18% 19% Total 5 % 6% 6% 7% 7% 5 % 5% 7% 7% 8% EBITDA Growth Distribution 14% 8% 7% 5% 7% 14% 8% 7% 5% 7% echnolo~l1 45% 28% 37% 28% 21 % 45% 32% 54% 33% 23% T Total 10 % 14 % 22% 14 % 16 % 10 % 8% 38% 19 % 18 % Source.· Management Projections; Note.· Segment level metrics and % exclude allocation of corporate cost. 1 Metrics Inclusive of M&A Revenue and EBITDA. 17 1


LOGO

Pro Forma Multiple Analysis -Technology INVESTMENT BANKING I DIVISION Investment Case 2022 2023 2024 Tech Multiple Tech Multiple Tech Multiple 16.0 X 18.0 X 20.0 X 16.0 X 18.0 X 20.0 X 16.0 X 18.0 X 20.0 X Q) Q) Q) 10.0 X 11.9 X 12.5 X 13.2 X 10.0 X 12.4 X 13.2 X 14.0 X 10.0 X 12.8 X 13.7 X 14.6 X 0.. 0.. 0.. E E E :l :l :l ::!! ::!! ::!! s:: s:: s:: 0 11.0 X 12.6 X 13.2 X 13.9 X 0 11.0 X 13.0 X 13.8 X 14.6 X 0 11.0 X 13.3 X 14.2 X 15.2 X :p :p :p :l :l :l .0 .0 .0 ...·s:: ·c ... ·c ... 1/) 1/) 1/) c 12.0 X 13.3 X 13.9 X 14.5 X c 12.0 X 13.6 X 14.4 X 15.2 X c 12.0 X 13.8 X 14.8 X 15.7 X Source.· Management Projections The change in mix from 32% technology in 2022 to 46% technology in 2024 equates to Note. Segment level metrics exclude allocation of corporate cost. approximately one turn of multiple expansion assuming SOTP 1 Analysis illustratively excludes the impact of unallocated corporate cost.


LOGO

Illustrative Present Value of Future Share Price INVESTMENT BANKING I DIVISION Analysis {Tech. Investment Case) NTM EV I EBITDA Multiple Method 1 ($ in millions, except per share data) 1 —————-¥ Illustrative FSP Analysis PVFSP at Year End 2023 I Illustrative : : NTM EV I EBITDA 1 NTM EBITDA Multiple ‘—————-’ .... 17.0x -ll- 15.0x 11.0 X 13.0 X 15.0 X 17.0 X -ll- 13.0x -ll- 11.0x 85.0 % $ 15.53 $ 19.07 $ 22.61 $ 26.15 oQ) cns c- E- nsa.. In 100.0 % $ 18.97 $23.13 ~$31.46 0 .5ns ‘t: Q) en a.<( Current 2021 2022 2023 2024 115.0 % $22.40 $27.19 $ 31.98 $36.76 NTM EBITDA $269 $372 $444 $523 PVFSP at Year End 2024 Illustrative 15.0 X 15.0 X 15.0 X 15.0 X NTM EBITDA Multiple NTM EBITDA Multiple Implied Future EV $4,037 $5,583 $6,655 $7,848 11.0 X 13.0 X 15.0 X 17.0 X (-) Net Debt (828) (885) (869) (710) Implied Future Equity Value $3,208 $4,698 $5,786 $7,138 Q) c 85.0 % $ 17.67 $ 21.40 $ 25.13 $28.86 FDSO 142.4 163.0 164.6 164.8 c- o ns nsa.. Implied Future Stock Price $22.53 $28.83 $35.15 $43.32 E- .5In 100.0 % $ 21.29 $ 25.67 ~$ 34.45 0 Present Value of Future ‘t: ns $21.90 $25.05 Q) en Stock Price1 ~ ~ a.<( 115.0 % $ 24.91 $29.95 $35.00 $40.05 % Premium to Current 18.5 % 35.6 % 47.7 % 62.7 % Source. Management Base Case projections and Market data as of 07-Dec-2021 Note. Analysis assumes NTM EVIEBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections. Red circles are meant to highlight corresponding numbers across various tables. 1 Future stock price discounted back to today utilizing an illustrative 11.9% cost of equity.


LOGO

Illustrative Impact from a Divestiture of INVESTMENT BANKING I DIVISION International Distribution ($ in millions) Illustrative Divestiture Proceeds Analysis Net Proceeds Sensitivity Analysis 8.0 X 9.0 X 10.0 X Net Proceed From Divestiture Divested 2022 EBITDA $ 135 $ 135 $ 135 Proceeds From Divestiture 1,077 1,212 1,346 Divested EBITDA Multiple Estimated Tax Basis (500) (500) (500) 8.0 X 9.0 X 10.0 X Taxable Proceeds 577 712 846 Tax Leakage 58 71 85 Post Tax Proceeds 1,019 1,140 1,262 2.0 X $ 211 $332 $ 453 Existing Debt $ 1,073 $ 1,073 $ 1,073 RemainCo 2021 EBITDA 132 132 132 Target 3.0 X $343 $464 $ 585 Existing Leverage 8.1 X 8.1 X 8.1 X Leverage RemainCo Target Leverage 3.0 X 3.0 X 3.0 X Pay Down Required $676 $676 $ 676 4.0 X $475 $596 $ 718 Proceeds Post Debt Paydown $ 343 $464 $585 Source.· Management Projections Note.· Divested businesses excludes any allocation of unallocated corporate expenses.


LOGO

Comparison of Base Case to Technology lnvestmem;TMENTBANKINGI DIVISION Case Assuming a Divestiture of International Distribution ($ in millions) Adj. EBITDA Capex (Incl. M&A) • BaseCase $459 $456 • Divestiture Case 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 M&A Spend $411 $113 Net Debt Shares Outstanding1 $828 $828 152 152 152 $0 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 Source.· Management Projections 1Tech lnv. Case and Divestiture Case assumes shares issued at 13.0x NTM EV I EBITDA from 01 22 through 01 2023 at an implied share price ranging from $15.00—$25.00 with primary shares issued 8% gross spread and illustrative 5% broker fee.


LOGO

Comparison of Base Case to Technology INVESTMENT BANKING I Investment Case DIVISION + Divestiture {Cont’d) ($ in millions) BaseCaseO Tech Investment Case + Divestiture 8 21 -25 21 -25 2021 2022 2023 2024 2025 CAGR 2021 2022 2023 2024 2025 CAGR Revenue Distribution $3,838 $4,129 $4,374 $4,601 6% $ 1,922 $2,076 $2,201 $ 2,311 6% Technology 766 900 1,069 1,248 16% 766 900 1,078 1,279 18% M&A 0 0 0 0 NM 1 53 124 147 NM Total Revenue $4,604 $ 5,029 $ 5,442 $ 5,849 <; 8 %::> $2,689 $3,030 $3,402 $3,737 <f: 11 % “::> % Distr bution 83% 82% 80% 79% 71% 69% 65% 62% % Technology1 17% 18% 20% 21% 29% 31% 35% 38% EBITDA Distribution $252 $271 $289 $303 6% $ 130 $ 137 $ 141 $ 145 $ 149 3% Technology $96 $ 123 $ 168 $216 28% 96 111 158 216 268 29% M&A $0 $0 $0 $0 NM 0 16 37 44 NM Co!E Ex[!enses $~99l $p 09l $~109l $p22l NM ~94l ~124l ~108l p14l NM Total EBITDA $249 $285 $349 $397 c 16%~ $ 132 $139 $229 $291 <; 28 o/U % Distr bution 72% 69% 63% 58% 72% 52% 42% 36% % Technology1 28% 31% 37% 42% 28% 48% 58% 64% Revenue Growth Distribution 4% 8% 6% 5% 5% 11% 8% 6% 5% 5% 1 17% Technology 20% 18% 19% 13% 21% 24% 26% 19% 16% Total 6 % 9 % 8 % 7% 7 % 13 % 13 % 12 % 10 % 9 % EBITDA Margin Distribution 7% 7% 7% 7% 7% 7% 7% 6% 6% 6% 1 13% 14% 16% 17% 13% 16% 19% Technology 19% 13% 18% Total 5 % 6 % 6 % 7% 7 % 5 % 5 % 7 % 8 % 9 % EBITDA Growth Distribution 14% 8% 7% 5% 7% 14% 5% 3% 3% 3% 1 37% Technology 45% 28% 28% 21% 45% 32% 54% 33% 23% Total 10 % 14% 22 % 14% 16 % 10 % 5 % 64 % 27 % 22 % Source.· Management Projections; Note.· Segment level metrics and % exclude allocation of corporate cost. 1 Metrics Inclusive of M&A Revenue and EBITDA. 221


LOGO

Pro Forma Multiple Analysis -Technology INVESTMENT BANKING I DIVISION Investment Case + Divestiture 2022 2023 2024 Tech Multiple Tech Multiple Tech Multiple 16.0 X 18.0 X 20.0 X 16.0 X 18.0 X 20.0 X 16.0 X 18.0 X 20.0 X Q) 14.8 X Q) 14.6 X Q) 16.4 X 10.0 X 12.9 X 13.9 X 10.0 X 13.5 X 15.8 X 10.0 X 13.9 X 15.1 X 0.. 0.. 0.. E E E :l :l :l ::!! ::!! ::!! s:: s:: s:: 0 11.0 X 13.4 X 14.4 X 15.3 X 0 11.0 X 13.9 X 15.1 X 16.2 X 0 11.0 X 14.2 X 15.5 X 16.8 X :p :p :p :l :l :l .0 .0 .0 ...·s:: ·c ... ·c ... 1/) 1/) 1/) c 12.0 X 13.9 X 14.9 X 15.9 X c 12.0 X 14.3 X 15.5 X 16.6 X c 12.0 X 14.6 X 15.9 X 17.1 X Source.· Management Projections The change in mix from 48% technology in 2022 to 64% technology in 2024 equates to Note. Segment level metrics exclude allocation of corporate cost. approximately one turn of multiple expansion assuming SOTP 1 Analysis illustratively excludes the impact of unallocated corporate cost.


LOGO

Illustrative Present Value of Future Share Price INVESTMENT BANKING I DIVISION Analysis {Tech. Investment Case+ Divestiture Case) NTM EV I EBITDA Multiple Method 1 ($ in millions, except per share data) 1 —————-¥ Illustrative FSP Analysis PVFSP at Year End 2023 I Illustrative : : NTM EV I EBITDA 1 NTM EBITDA Multiple ‘—————-’ .... 17.0x -ll- 15.0x 11.0 X 13.0 X 15.0 X 17.0 X -ll- 13.0x -ll- 11.0x 85.0 % $ 12.75 $ 15.25 $ 17.75 $20.25 oQ) cns c- E- nsa.. In 100.0 % $ 15.18 $ 18.12 $21.05 ~ $ 15.45 0 .5ns ‘t: Q) en a.<( 115.0 % $ 17.60 $20.98 $24.36 $27.74 Current 2021 2022 2023 2024 NTM EBITDA $269 $229 $291 $354 PVFSP at Year End 2024 Illustrative 17.0 X 17.0 X 17.0 X 17.0 X NTM EBITDA Multiple NTM EBITDA Multiple Implied Future EV $4,575 $3,896 $4,944 $6,020 11.0 X 13.0 X 15.0 X 17.0 X (-) Net Debt (828) (207) (228) (80) Implied Future Equity Value $3,746 $3,690 $4,717 $5,940 Q) c 85.0 % $ 14.73 $ 17.45 $ 20.17 $22.89 FDSO 142.6 150.5 152.6 152.8 o ns c- Implied Future Stock Price $24.52 nsa.. $26.27 $30.90 $38.86 E- 100.0 % $ 17.37 $20.57 .5In $23.77~ Present Value of Future 0 $25.54 $21.30 ns Stock Price1 ~ ~ en ~<( 115.0 % $ 20.01 $23.69 $27.37 $ 31.05 % Premium to Current 38.2 % 15.3 % 29.8 % 45.9 % Source. Management Base Case projections and Market data as of 07-Dec-2021 Note. Analysis assumes NTM EV/EBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections. Red circles are meant to highlight corresponding numbers across various tables. 1 Future stock price discounted back to today utilizing an illustrative 11.9% cost of equity.


LOGO

Summary of PVFSP Sensitivity Analysis INVESTMENT BANKING I DIVISION PVFSP at Year End 2024 Base Case 0 Tech. Investment Case 8 NTM EBITDA Multiple NTM EBITDA Multiple 11.0 X 13.0 X 15.0 X 17.0 X 11.0 X 13.0 X 15.0 X 17.0 X 85.0 % $ 18.57 $22.34 $ 26.10 $29.86 85.0 % $ 17.67 $ 21.40 $ 25.13 $28.86 Cl) 1: Cl) 1: u ns u ns c::- c::-nsC.. nsC.. E- % $22.23 $26.65 $ 31.08 $ 35.51 E- $34.45 ‘- 1/) 100.0 ‘- 1/) 100.0 % $ 21.29 $25.67 $30.06 ‘t: 0 ·=ns ....0 ·=ns Cl) C) ‘- C) C.<( 115.0 % $25.88 $30.97 $ 36.06 $41.15 ~<( $ 24.91 115.0 % $29.95 $35.00 $40.05 Tech. Investment Case+ Divestiture Case 8 NTM EBITDA Multiple 11.0 X 13.0 X 15.0 X 17.0 X Cl) 85.0 % $ 14.73 $ 17.45 $ 20.17 $22.89 1: u ns c::-nsC.. e- 100.0 % $ 17.37 $20.57 $23.77 $26.97 ‘- 1/) ‘t: 0 ·=ns Cl) C) c.<( 115.0 % $ 20.01 $23.69 $27.37 $ 31.05 25 1


LOGO

INVESTMENT BANKING I DIVISION • Review Public Market Perspective and Valuation Data Points on Covetrus • Review Status Quo Valuation for Revised Base Case • Review Illustrative Valuation Analysis for Technology Investment Case • Discuss Process Alternatives and Recommendations


LOGO

Overview of Range of Strategic Alternatives INVESTMENT BANKING I DIVISION covetrus Tech Investment Case (increased M&A, higher near-term capex, Explore WholeCo Sale higher near-term opex & reduction in service fees) Status Quo Funded Through Capital Funded Through Divestiture Financial and Markets (Debt I Equity) of International Distribution Strategic Buyers v’ Retain existing portfolio of v’ Position business for medium-to v’ Same as funded through capital v’ Potential value creation benefit business units long-term growth by investing in markets plus: from control premium and buyer technologies and growth synergies v’ Continue to implement long-term platforms v’ Potential multiple re-rate strategic plan and unchanged v’ Benefit from scarcity value v’ Lower leverage I less dilution strategy v’ Proactive approach in a dynamic v’ v’ Streamlined transaction v’ market place retains strategic Potential to pivot to capital Shareholders participate in initiative markets funding, if desired potential upside )< Long-term strategic plan )< Funding requirements will result )< Loss of scale )< Potential for management implemented under public continued elevated leverage as Execution risk on M&A growth distraction and business )< company shareholder oversight well as dilution to existing and operational measures disruption )< Increasing competitive pressure shareholders )< )< Typically a more in-depth Execution on sale of on business model )< Execution risk on M&A growth international business diligence process and operational measures )< Limited visibility into realization )< Potential for management of public market value accretion )< Execution risk on financings distraction Potential to Structure a Process That Explores Both Options Simultaneously


LOGO

Summary Process Overview INVESTMENT BANKING I DIVISION • Optionalitv: Evaluating multiple options concurrently to increase probability of a desirable outcome • Speed: Limit management distraction and gain strategic clarity as soon as possible • Confidentiality: Prevent leaks that could be potentially damaging to share price and commercial efforts • Reach out to a pre-selected group of potentially interested parties for WholeCo or parts of the Company • Provide limited, prepared private information under NDA before initial indications of value • Solicit initial indications of value for WholeCo as well as International Distribution • Structuring of the final process phase depends on nature and quality of initial indications of value • Preparation phase: -4-5 weeks • Phase 1: -4-6 weeks from initial outreach to indication of value • Phase II: -4-6 weeks is quickest to get to a definitive result, but will depend on Phase I feedback


LOGO

Process Overview & Recommendations INVESTMENT BANKING I DIVISION Preparation Phase • Process designed to identify the most attractive alternative for Covetrus shareholders while minimizing disruption to the Company • In order to accomplish these objectives and maximize competitive tension, we recommend buyer selection based on the following criteria: Financial sponsors: Ability to complete a transaction of this size and have either asset that can create synergies or category expertise Strategic buyers: Ability to generate synergies and alignment with strategic direction • GS recommends the Company to simultaneously explore a transaction for the WholeCo and a potential sale of International Distribution For buyers that could be interested in both a WholeCo and distribution, we will develop an appropriate script on preferred transaction structure This concurrent approach will allow us to better assess value creation of our own standalone path in comparison to transaction alternatives • Over the next month, GS will work with management to develop a comprehensive set of materials to share with interested parties Detailed management presentation that highlights the unique attributes of the business and the broader opportunity set in the category—Materials will include some customization based on the audience (e.g. International Distribution buyer, strategic buyer, financial buyer)—Historical and projected financial information highlighting key drivers of performance and momentum in the business and brings to life why the current share price is dislocated from the intrinsic value of the Company • In early January, we will finalize buyer list and commence outreach to potential counterparties


LOGO

Process Overview & Recommendations {Cont’d) INVESTMENT BANKING I DIVISION Phase I & II • After signing parties up to NDAs, we will share the management presentation and schedule 2-hour meeting between management and potential buyer—GS will work with management to prepare to tell the Covetrus story and tailor messaging accordingly • Post management meetings, GS will facilitate a limited amount of Q&A for interested parties and will request an indication of value by mid/late February—GS will stay in regular communication with parties throughout the process to understand their areas of focus and specific interest • The goal of the process design will be to get an informed view by late February on: (a) value and (b) the probability to signing a contract for both the WholeCo and the international distribution segment—This information will inform how we design the next/final phase of the process • Depending on the indications of interest received and outcome of Phase I, there are a number of potential alternatives for the final phase, or Phase II: 1. Traditional Phase II diligence process with multiple parties competing independently and submitting final offers with committed financing and a contract markup—Process could be for WholeCo, International Distribution or both 2. Formation of one to three consortiums that will finalize diligence and submit final proposals together—Each consortium could consist of two financial buyers or a financial buyer with a strategic buyer—Formation of consortium and joint diligence process/coordination efforts might require additional time 3. Enter into negotiations with a single buyer on an accelerated timeline—Accelerated negotiation could be for WholeCo or International Distribution 4. Shut down the process and focus on execution of plan with potential financing through the capital markets


LOGO

Key Process Considerations INVESTMENT BANKING I DIVISION • CD&R currently owns -25% of the Company and financial buyers will ask about their intentions • Precedent exists for financial sponsors acquiring businesses where there is another financial sponsor with a large minority position • Importance of being coordinated on messaging for CD&R’s potential process participation and intentions for their stake (e.g. willingness to roll a portion of their equity or inclination to sell) G Certain strategies are currently competitors or large customers of the Company • We believe and -are likely to have interest in learning more about the opportunity • Need to determine the risk of disclosing commercially sensitive non-public information, including that we are considering a process • If deemed low risk, we can call all strategies at the outset to ensure adequate time for them to evaluate the opportunity • If deemed medium risk or higher, we would recommend waiting until Phase II to engage with those strategies to balance insights from Phase I on viability while still giving those buyers enough time to become competitive 8 A carve-out sale of International Distribution may elongate the timeline • Standalone workstreams like carve-out financials or TSAs will likely require additional time to close (if this is the most attractive alternative) e Select buyers may express interest in technology assets only • While not contemplating a sale of just the Tech business, we are likely to have parties express interest solely in that segment—A sale of Tech to one buyer and Distribution to another party may be the most attractive alternative—Additionally, there is an opportunity for a party solely interested in Tech to partner with a party that is focused on Distribution • Through our interaction with potential buyers during the Phase I, we will continuously assess these dynamics and determine if a potential partnership between buyers has the opportunity to maximize value for shareholders • Parties likely only interested in Tech include ; additional financial sponsors might indicate an interest in Tech only


LOGO

Illustrative Timeline INVESTMENT BANKING I DIVISION January February —- March Estimated—IBI —- 4Q 2021 Date Earnings Week Release ~ Feb 24th Preparation Execution Due Diligence I Preparation Phase I (4-5 weeks) (4-6 weeks) * Phase II and Final Negotiations(4-6 weeks- Who/eGo) * GS I Company to draft • GS to reach out with script to • Additional management management presentation potential buyers (no teaser access and refine detailed financial required for public company) • Access to full legal data room model • Distribute contract for review • Select group of parties to Prepare clearly broken out enter into NDA and receive by buyers and their counsel detail on International management presentation • Negotiate contract during the Distribution and financial model round to be able to sign with Finalize list of potential final offer • Allow for proposals for the partners and script I WholeCo or International • Length of round depends on proposals received and buyer messaging I NDA with Distribution only Management • Could be accelerated if deemed appropriate to drive value Indication of Value & Final Offer & Decision Point on Public Structure of Phase II Announcement


LOGO

Preliminary Universe of Potentially Interested INVESTMENT BANKING I DIVISION Parties US Focused (Who/eGo only) International Focused (WholeCo I Distribution only) • Large fund to speak for equity • Historical interest in Company • Sector expertise Complementary Fit 1 Technology-focused only.


LOGO

Overview of Potential Interested Parties INVESTMENT BANKING I DIVISION Financial Sponsors Buyer Key Contact Fund Size Rationale


LOGO

Overview of Potential Interested Parties {Cont.) INVESTMENT BANKING I DIVISION Financial Sponsors Source: Public filings, company websites


LOGO

Overview of Potential Interested Parties INVESTMENT BANKING I DIVISION Strategies Buyer Key Contact EV Rationale I Commentary Source: Public filings


LOGO

Disclaimer INVESTMENT BANKING I DIVISION These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

EX-99.(c)(7)

Exhibit (c)(7)

 

LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Kick-Off Materials Goldman Sachs & Co. LLC Strictly Private and Confidential December 2021


LOGO

Today’s Agenda INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL 8 Process Overview and Timeline 8 Detail on Preparation of Key Process Materials 8 Preliminary Buyer Universe


LOGO

e summary Process Overview INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL • Optionalitv: Evaluating multiple options concurrently to increase probability of a desirable outcome • Speed: Limit management distraction and gain strategic clarity as soon as possible • Confidentiality: Prevent leaks that could be potentially damaging to share price and commercial efforts • Efficiency: Efficient with management’s time • Reach out to a pre-selected group of potentially interested parties for WholeCo, International Distribution or parts of the Company • Provide limited, prepared private information under NDA before initial indications of value • Solicit initial indications of value for WholeCo as well as International Distribution • Structuring of the final process phase depends on nature and quality of initial indications of value • Preparation phase: -4-5 weeks • Phase 1: -4-6 weeks from initial outreach to indication of value • Phase II: -4-6 weeks is quickest to get to a definitive result, but will depend on Phase I feedback


LOGO

. Illustrative Timeline INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL December- January February March April -~- Estimated Date _7--+_1_4_!0 1 28 4Q 2021 Earnings ••-— 9 10 11 12 ——- Week Release • • ••••• Feb 24th Preparation Execution Phase II and Final Due Diligence I Preparation Phase I Negotiations (-6 weeks) (-6 weeks) * (4-6 weeks—Who/eGo) * GS I Lincoln I Company to draft • Select group of parties to • Additional management management presentation and enter into NDA and receive access refine detailed financial model management presentation • Access to full legal data and financial model room Prepare clearly broken out detail on International Distribution • Allow for proposals for the • Distribute contract for WholeCo, International review by buyers and their Finalize list of potential partners Distribution only, or other counsel and script I messaging I NDA with segments Management • Negotiate contract during the round to be able to sign with final offer GS I Lincoln to reach out with script to potential buyers (no teaser • Length of round depends required for public company) on proposals received and buyer Indication of Value & Final Offer & • Could be accelerated if Decision Point on Public deemed appropriate to Structure of Phase II Announcement drive value Potential for illustrative timeline to be extended depending on pathway pursued I


LOGO

• Detailed Workstream Overview INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Oec 2021 Guiding Principles: s M T w T F s • Capitalize on cuffent market fundamentals 12 ‘D • Solicit interest from buyers that have actively demonstrated knowledge and expertise of the sector and with Covetrus “.-~18 19 • 21 li.l• 24 25 • Clear criteria for process participation (timing, value expectations and diligence approach) 26 .. •••:II 18 • Utilize competitive tension and momentum to accelerate process Jan 2022 ltem(s) Timing s M T w T F s • Prepare outreach script Today Jan 21 1 • • ., • Prepare Financial Model Today—Jan 21 2 8 4 -.,, .... _, • Initiate QoE Today—Jan 21 9 tt ‘II ta t4 15 PIŁ Today—Jan 21 16 .. .. • Zl 22 -...:111-·- • Draft Management Discussion Materials • Prepare Initial Data Room Today—Feb 7 23 25 26 27 28 29 -..!!~...... ., 30 31 • Finalize Buyer Ust Jan 10- Jan 14 • Commence Buyer Outreach with Script and Taking Points Jan 10- Jan 21 Feb 2022 • Negotiate NDAs Jan 10 Jan 21 s M T w T F s 2 3 4 5 • Management Discussions Jan 24- Feb 4 • Distribute Financial Model and Marketing Materials (After NDA Execution) Jan 24- Feb 4 6 7 8 9 10 11 12 Phase I Follow Up Discussion As Needed 13 14 15 16 17 18 19 • Week of Feb 7—Feb 21 Week of Jan 24—• Solicit Initial Indications of Interest Week of Feb 28 20 21 22 23 24 25 26 Week of Feb 28 • Finalize Transaction Perimeter Week of Feb 28 27 28 • Finalize Parties to Move on to Next Round Week of Feb 28 Mar 2022 s M T w T F s • Launch Full Data Room Week of Mar 7 Phase II • Distribute Purchase and Sale Agreements Week of Mar 14 2 3 4 5 Detailed 6 10 12 Week of Mar 7—• Diligence including Management Calls Week of Mar 14 7 8 9 Week of Mar 28 • Share QoE Week of Mar 21 13 14 15 16 17 19 • Solicit Written Indications and Contract Markups with Financing Confirmations Week of Mar 28 20 21 22 23 24 26 Final Negotiations, 27 28 29 30 31 Signing, and • Review Bids, Final Negotiations and Select Final Buyer WeekofApr4 A(;!r 2022 Announcement • Announce and Communicate Transaction Internally, and Externally Week of Apr 11 s M T w T F s Week of Apr 4- 1 2 Week of Apr 11 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Proposed timeline subject to diligence and ability to address diligence questions 17 18 19 20 21 22 23 Potential for longer process should the carve out pathway be pursued 24 25 26 27 28 29 30 ·-·LJ Today D Market Holiday


LOGO

8 Preparation Phase Work Stream Overview INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Preparation Phase Work Stream Work Stream Key Action Points Responsibility • Project management • Working group list • Dataroom Project management Management & • Timetable • Organizational GS, Lincoln Organization aspects • Full-potential plan • KPis • Potential upsides CVET, GS, Lincoln, Business Plan I Valuation (including segment Accountants detail) • Management • Positioning • Market analysis I Marketing presentation growth vectors GS, Lincoln, CVET Materials External • Management LRP • Segment level detail (allocations. CVET, GS, Lincoln Financial Model cash flows, etc.) Financial • Historical financials • Segment reporting • Standalone costs Accountants. CVET Reporting • Financial reporting deadlines • Public company costs • Bidder communication • Employee • Press releases GS, Lincoln, CVET, PR Communication guidelines communications Advisor • Leak strategy


LOGO

8 Preliminary Universe of Potentially Interested INVESTMENT BANKING I DIVISION Parties ‘WLINCOLN INTERNATIO NAL US Focused (Who/eGo only) International Focused (WholeCo I Distribution only) • Large fund to speak for equity • Historical interest in Company • Sector expertise Complementary Fit 1 Technology-focused only.


LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL • Working Group List


LOGO

Working Group List INVESTMENT BANKING I DIVISION Covetrus ‘WLINCOLN INTERNATIO NAL Company/ Address Business Phone Covetrus Tel: 7 Custom House Street Portland, ME 04101 Management Team Ben Wolin Mob: President & Chief Executive Officer Email: Matthew Foulston Mob: Chief Financial Officer Email: Brian McDonald Mob: Vice President, Global Financial Planning & Analysis Email: sl


LOGO

Working Group List INVESTMENT BANKING I DIVISION Goldman Sachs ( 1/2) ‘WLINCOLN INTERNATIO NAL Company/Address Business Phone Goldman Sachs Tel: 200 West Street New York, New York 10282 Healthcare Investment Banking Peter van der Goes Tel: Managing Director, Head of Healthcare M&A Mob: Email: Assistant: Michelle Jones-Freeman Tel: Email: Craig Smart Tel: Managing Director Mob: Email: Assistant: Anthony LoBasso Tel: Email: Naomi Leslie Tel: Managing Director Mob: Email: Assistant: Lee Zigner Tel: Email: Philipp Hacker Tel: Vice President Mob: Email: Assistant: Fern Efran Tel: Email:


LOGO

Working Group List INVESTMENT BANKING I DIVISION Goldman Sachs (2/2) ‘WLINCOLN INTERNATIO NAL Company/Address Business Phone Goldman Sachs Tel: 200 West Street New York, New York 10282 Healthcare Investment Banking (Cont.) Jeffrey Fedder Tel: Vice President Mob: Email: Assistant: Regina West Tel: Email: Deshawn Lewis Tel: Associate Mob: Email: Assistant: Nicholas Frodella Tel: Email: Rashaad Robinson Tel: Associate Mob: Email: Assistant: Kim Burroughs Tel: Email: Jake Larson Tel: Analyst Mob: Email: Assistant: Kim Burroughs Tel: Email:


LOGO

Working Group List INVESTMENT BANKING I DIVISION Lincoln International ‘WLINCOLN INTERNATIO NAL Company/ Address Business Phone Lincoln International LLC Tel: ~ 1 0 North Wacker Drive Chicago, IL 60606 Healthcare Investment Banking Roddy O’Neill Email: Managing Director, Head of Healthcare Mob: Email: Assistant: JaNene Carter Emily Wildes Mob: Managing Director Email: Zhao Hu Mob: Vice President Email: Bryan Samimi Mob: Associate Email:


LOGO

Working Group List INVESTMENT BANKING I DIVISION Kirkland & Ellis ‘WLINCOLN INTERNATIO NAL Company/ Address Business Phone Kirkland & Ellis Tel: 601 Lexington Avenue New York, NY 10022 Corporate David Feirstein Tel: Partner Mob: Email: Marshall Shaffer Tel: Partner Email:


LOGO

Project Padlock INVESTMENT BANKING I DIVISION Email Distribution List ‘WLINCOLN INTERNATIO NAL Emails Covetrus Goldman Sachs Lincoln International Kirkland & Ellis


LOGO

Disclaimer INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

EX-99.(c)(8)

Exhibit (c)(8)

 

LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co. LLC Strictly Private and Confidential January 11, 2022


LOGO

Today’s Agenda INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL 8 Initial Buyer Outreach Communication 8 Buyer Universe


LOGO

. Initial Buyer Outreach Communication INVESTMENT BANKING I DIVISION Bank Outreach to Potentially Interested Parties 1 Talking Points & Q&A ‘WLINCOLN INTERNATIO NAL • GS I Lincoln are engaged to confidentially reach out on behalf of Covetrus, the publicly traded animal health technology and distribution company, who is exploring strategic alternatives • We are reaching out to highly credible counterparties to gauge interest in exploring a potential transaction • If you are interested in engaging, we can share an NDA. Upon execution, we will set up time with management to go through their business plan and will share the Company’s forecast • We are looking to run an efficient process with a focus on parties that can move quickly • Why is the Company pursuing this exploration of strategic alternatives?—The Company is at an inflection point, having established a leading technology backbone and go-to-market strategy, and being private could further accelerate the Company’s transformation and growth—The Company believes that the market is not giving full credit for the Company’s ability to service the veterinarian with its full stack technology platform—The Company has received some inbound interest from a number of parties over the past few months and wants to assess this in a formal process • What is CD&R’s position?—CD&R have been investors in Covetrus and its predecessors since 2015—They are aware and supportive of this process as it is being run by the Company and its advisors—They have conviction in the long term growth of the business and are open to continuing as investors—It’s early stages for them to make a determination on their participation going forward—[If pressed: CD&R is not participating in this round of the process] • Do you have a preferred transaction structure (WholeCo sale, partial sale)?—Look to maximize value, while also being efficient—Preference for a WholeCo transaction given the natural time and operational complexities in corporate separations—You will receive information about the entire business and its segments and should put your best foot forward


LOGO

• Initial Buyer Outreach Communication {Cont’d) INvEsTMENT BANKING ! DIVISION Bank Outreach to Potentially Interested Parties 1 Talking Points & Q&A (Cont’d) ‘WLINCOLN INTERNATIO NAL • Could you provided more detail on timing of the process?—After signing of the NDA, we will schedule management interactions for late January I early February—Initial indications are expected for the end of February I early March • Is the buyer universe focused on strategies or sponsors?—We have invited a mix of strategies and sponsors who we believe could create significant value in strategic transactions, but there is a preference for a financial buyer—This is a narrow process focused on buyers who understand the space—Include for sponsors: There is no clear-cut, pure-play strategic buyer for the Company, so we think that financial sponsors will be highly competitive • Can I reach out to financing providers I co-equity investors?—We will be restricting parties from contacting financing sources in this phase of the process—We will consider requests for contacting financing sources in later phases—We [GS] can provide guidance on leverage to help inform your preliminary bid


LOGO

• Initial Buyer Outreach Communication {Cont’d) INvEsTMENT BANKING ! DIVISION Potential CD&R Communication with Buyers 1 Talking Points & Q&A ‘WLINCOLN INTERNATIO NAL • We continue to have conviction in the business and the long-term growth trajectory • We support management and the strategic direction of the Company and the business transformation they are leading • Candidly, we think that transformation can be done faster and more efficiently outside of the public eye, so we are supportive of a potential take-private of the business • It is early stages, but at the right time we’re open to discussing the pathways for CD&R to participate in the go forward Company • Why don’t you I CD&R buy the Company?—We have a ton of conviction and would consider playing that forward—Also fiduciaries and want the best outcome for all shareholders • What do you think the most important I critical components of diligence are?—Need for veterinarian business model to evolve and include an online solution—Magnitude of the opportunity set within the existing customer footprint and the ability to deploy a tech-enabled solution that is a win-win for patients and vets—Value creation opportunities as a private company (focus on additional growth areas I potential cost savings) • Would you roll into a new deal?—Early stages right now, open to that discussion at the right time • How competitive is the process?—Defer to the financial advisors on all process dynamics


LOGO

8 Universe of Potentially Interested Parties INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL US Focused (Who/eGo only) International Focused (WholeCo I Distribution only) • Large fund to speak for equity • Historical interest in Company • Sector expertise Phase I 1 Technology-focused only.


LOGO

Disclaimer INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs and Lincoln International LLC on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs and Lincoln International LLC’s presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs and Lincoln International LLC. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs and Lincoln International LLC do not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs and Lincoln International LLC imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and Lincoln International LLC and is not a product of Goldman Sachs research department Goldman Sachs and Lincoln International LLC and their affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and Lincoln International LLC and their affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they cO-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs and Lincoln International LLC’s investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs and Lincoln International LLC may make reference to the Company, but Goldman Sachs and Lincoln International LLC will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs and Lincoln International LLC from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs and Lincoln International LLC have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs and Lincoln International LLC do not assume any liability for any such information. Goldman Sachs and Lincoln International LLC do not provide accounting, tax, legal or regulatory advice. Goldman Sachs and Lincoln International LLC have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs and Lincoln International LLC’s role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs and Lincoln International LLC do not assume responsibility if future results are materially different from those forecast The Confidential Information does not address the under1ying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs and Lincoln International LLC as of, the date of such Confidential Information and Goldman Sachs and Lincoln International LLC assume no respons bility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs and Lincoln International LLC, on the other hand. The Confidential Information does not address, nor do Goldman Sachs and Lincoln International LLC express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

EX-99.(c)(9)

Exhibit (c)(9)

 

LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co. LLC Strictly Private and Confidential February 4, 2022


LOGO

Today’s Agenda INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL 8 Outreach Update 8 Management Presentation Schedule


LOGO

. Outreach Update INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Initial Outreach (24} Active Parties in Process (18} ./ 19 Financial Sponsors ./ 12 Negotiating NDAs ./ 6 Signed NDAs


LOGO

8 Management Presentation Schedule INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL February 2022 (Times in MT) Monday Tuesday Wednesday Thursday Friday 31 1 2 3 4 (8:00am- 10:00am) (12:00pm—2:00pm) 7 8 9 10 11 ./ ./ ./- ./- ./ (7:00am—9:00am) (8:00am -10:00am) (9:00am- 11 :OOam) (8:15am-10:15am) (8:00am-10:00am) ./- ./ ./- ./- ./- (3:00pm—5:00pm) (10:30am—12:30pm) (1:OOpm-3:00pm) (12:00pm-2:00pm) (1:00pm-3:00pm) ./ ./ (1:OOpm-3:00pm) (2:30pm-4:30pm) Total Management Presentations: 14 Scheduled 1 Up to 4 Pending


LOGO

Disclaimer INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs and Lincoln International LLC on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs and Lincoln International LLC’s presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs and Lincoln International LLC. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs and Lincoln International LLC do not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs and Lincoln International LLC imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and Lincoln International LLC and is not a product of Goldman Sachs research department Goldman Sachs and Lincoln International LLC and their affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and Lincoln International LLC and their affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they cO-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs and Lincoln International LLC’s investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs and Lincoln International LLC may make reference to the Company, but Goldman Sachs and Lincoln International LLC will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs and Lincoln International LLC from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs and Lincoln International LLC have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs and Lincoln International LLC do not assume any liability for any such information. Goldman Sachs and Lincoln International LLC do not provide accounting, tax, legal or regulatory advice. Goldman Sachs and Lincoln International LLC have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs and Lincoln International LLC’s role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs and Lincoln International LLC do not assume responsibility if future results are materially different from those forecast The Confidential Information does not address the under1ying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs and Lincoln International LLC as of, the date of such Confidential Information and Goldman Sachs and Lincoln International LLC assume no respons bility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs and Lincoln International LLC, on the other hand. The Confidential Information does not address, nor do Goldman Sachs and Lincoln International LLC express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

EX-99.(c)(10)

Exhibit (c)(10)

 

LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Discussion Materials Goldman Sachs & Co. LLC Strictly Private and Confidential February 15, 2022


LOGO

Today’s Agenda INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL 8 Outreach Update 8 Management Presentation Schedule 8 Selected Feedback After Management Presentations O status of Initial Buyer Feedback Outreach 8 Market View of Leverage and Structure


LOGO

. Outreach Update INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Initial Outreach (24} Active Parties in Process (15} ./ 19 Financial Sponsors ./ 15 Signed NDAs ./ 3 Pending NDAs


LOGO

8 Management Presentation Schedule INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL February 2022 (Times in MT) Monday Tuesday Wednesday Thursday Friday 31 1 2 3 4 ./ (8:00am- 10:00am) (12:00pm- 2:00pm) 7 8 9 10 11 ./ ./ ./- ./- ./ (7:00am—9:00am) (8:00am—10:00am) (9:00am—11 :OOam) (8:15am-10:15am) (8:00am-10:00am) ./- ./ ./- ./- ./- (3:00pm—5:00pm) (10:30am—12:30pm) (1:OOpm—3:00pm) (12:00pm-2:00pm) (1:00pm-3:00pm) ./ ./ (1:OOpm—3:00pm) (2:30pm-4:30pm) 14 15 16 17 18 ./ ./- (3:30pm—5:30pm) (9:30am—11 :30am) Total Management Presentations: 16 Scheduled 1 Up to 3 Pending1 1 Number of pending management presentations references


LOGO

G selected Feedback After Management INVESTMENT BANKING I DIVISION Presentations ‘WLINCOLN INTERNATIO NAL Favorable Highlights Areas of Further Diligence • Status of the business integration and improvement • Proof points around the near-term inflection points has been impressive of business performance • Underscoring of Covetrus’ unique position within the • Deeper understanding of the underlying Distribution tech-enabled animal health services end market competitive dynamics • Tech-enabled solutions are differentiated and offer a • Strategic road map for the technology platform to compelling value proposition increase penetration of the customer base • Multi-pronged and viable growth strategy, with • Strategic prioritization of growth opportunities given agreement on potential growth vectors for the the multiple growth vectors business • Feasibility and potential separation of the • Agreement that transforming the business to a businesses if a partner has greater interest in future state is easier to execute upon outside of a specific businesses vs a WholeCo transaction public setting


LOGO

O status of Initial Buyer Feedback Outreach INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL ~‘i Expressed Interest in WholeCo !..I Expressed Preference for Segments


LOGO

8 Market View of Leverage and Structure INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL • Market view of business suggests it could support approximately 6.75- 7.0x Total Leverage • Leverage based on preliminary financing EBITDA of -$275mm (2021 EBITDA + $30mm cost saves) • Structure could consist of the following:—5.25- 5.5x 1 L Term Loan Indicative pricing of SOFR + 375- 400, 50bps floor, 99.5 OlD—An additional 1.5x of 2L Term loan Indicative pricing of SOFR + 675- 700, 50bps floor, 99.0 OlD—$1.9bn- $2.0bn implied Total Debt


LOGO

Disclaimer INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs and Lincoln International LLC on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs and Lincoln International LLC’s presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs and Lincoln International LLC. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs and Lincoln International LLC do not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs and Lincoln International LLC imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and Lincoln International LLC and is not a product of Goldman Sachs research department Goldman Sachs and Lincoln International LLC and their affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and Lincoln International LLC and their affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they cO-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs and Lincoln International LLC’s investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs and Lincoln International LLC may make reference to the Company, but Goldman Sachs and Lincoln International LLC will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs and Lincoln International LLC from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs and Lincoln International LLC have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs and Lincoln International LLC do not assume any liability for any such information. Goldman Sachs and Lincoln International LLC do not provide accounting, tax, legal or regulatory advice. Goldman Sachs and Lincoln International LLC have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs and Lincoln International LLC’s role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs and Lincoln International LLC do not assume responsibility if future results are materially different from those forecast The Confidential Information does not address the under1ying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs and Lincoln International LLC as of, the date of such Confidential Information and Goldman Sachs and Lincoln International LLC assume no respons bility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs and Lincoln International LLC, on the other hand. The Confidential Information does not address, nor do Goldman Sachs and Lincoln International LLC express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

EX-99.(c)(11)

Exhibit (c)(11)

 

LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock ·——————-1 I Preliminary Highly Confidential Draft 1 Strictly Private and Confidential : Subject to Material Change and : March 17, 2022 1 Revisions I &....——————-


LOGO

Broad Process Conducted Over the Last INVESTMENT BANKING I 8 Weeks DIVISION ‘WLINCOLN INTERNATIO NAL Broad Outreach Key Feedback Themes ~—————————————- 1 • Complexity of the business I ./ 19 Financial Sponsors I ./ 5 Strategies • Attractiveness of GTS and opportunity in technology • 17 management meetings • Broad concerns on distribution pressures and impact of consolidation and dependence on the Big 4 • 23 dataroom files shared, including financial supplement package • Capacity constraints at private equity firms •—75 diligence questions answered from 6 parties • CD&R objectives unclear


LOGO

Summary of Project Padlock Process INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Illustrative Summary 24 17 Contacted Declined to Engage Received MP Declined to Bid Bids Submitted—Sponsors—Strategies Received feedback from all parties contacted in the process;-formal proposal expected on by end of week


LOGO

Buyer Feedback has Focused on Consistent INVESTMENT BANKING I Themes DIVISION ‘WLINCOLN INTERNATIO NAL • Much more complexity to the business • SOTP value unlock opportunity • Distribution fundamentals need further exploration • GTS capabilities are unique and well positioned • CD&R objectives and interest • Enthusiasm for capabilities • Understand value proposition and growth opportunity • Consistent focus on SOTP unlock and ability to focus strategic interest only on technology • Concerns on stability and sustainability of distribution and reliance on the Big 4, ability of the Big 4 to go around distribution and continued margin pressure • Channel checks support Padlock as the best of distributors, just question the business model on a fundamental basis • Positive commentary on management and the evolution of the business Management & Integration • Proof points and ongoing business performance are a testament to the integration and value proposition • Impact of corporate consolidation on margins Business Model & Financial Focus • Next level of diligence focused on trends by customer and SKU


LOGO

Overview of Engagement to Date INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Framework of Potential Proposal • Robust engagement driven by CEO and • Value on GTS only executive leadership • Focus on value of business within- • Indicated EV of $1.6 -1.8 billion—Engaged financial advisors who are Implied 17.6—19.8x 2022E EBITDA in frequent dialogue Multiple (Assumes $91 M of EBITDA<2>) • • Pair a GTS acquisition with an enhanced agreement with distribution—GTS revenue of $897mm, EBITDA of • Longer duration, attractive economics and $84mm<1> potential other avenues to increase value • Have reaffirmed the strength of their • Open to the structure that facilitates control of interest and focus on a “highly constructive” valuation on GTS PIMS • Understand it may require initial ownership of a private equity firm with a put I call option • Alignment on potential corporate expense savings likely to be a key driver • Critical there is trust and alignment with that partner on critical business operations and pathway to separation Initial value indication provided on Tuesday, March 15th, 2022 Expect-formal proposal with additional clarity on details by Friday, March 18th, 2022 Source.· Management Projections as of March 2022 (“Management Projections”). 41 (1) GTS Financials based on FY22E and post-corporate allocation, not including any pro forma corporate cost savings. (2) Represents GTS EBITDA including International technology EBITDA contribution and illustrative $30M of corporate expenses.


LOGO

Volatility, Rising Rates and Inflation Have INVESTMENT BANKING I Impacted Market Since Last Board Meeting DIVISION ‘WLINCOLN IN TERNATIO NAL Changes Since Last Board Meeting Key Themes Driving the Market (10.3)% (10.2)% • The equity market has declined -10% since December 2021 due to geopolitical concerns and other macro headwinds 4,204 $16.59 • Equity markets have experienced significant volatility in 2022 YTD, as the VIX is +79% for the 7-Dec-21 11-Mar-22 7-Dec-21 11-Mar-22 S&P 500 S&P 500 CVET CVET period Price Performance since 08131121: S&P 500.· (70)% I CVET. (26.6)% • US Interest rates have increased in the past few +168 bps 1-———-.+ months, and despite geopolitical tension caused by Russia-Ukraine conflict, rates are projected to 5.09% continue to increase as inflation concerns loom 3.41 % • New issuance remains light amidst market volatility—Feb 28 to Mar 11 was the first two-week period without an I PO (outside of vacation 7-Dec-21 11-Mar-22 slowdowns) since the financial crisis +30.7 % 130.7 • Macro headwinds have depressed valuations, as 100.0 the S&P 500 EV/EBITDA multiple is down 1.6x since December 7, 2021 7-Dec-21 11-Mar-22 Source.· Capitai/Q, IBES as of 11-Mar-2022


LOGO

Summary of Current Status and Potential Next INVESTMENT BANKING I Steps DIVISION ‘WLINCOLN INTERNATIO NAL Process to Date Key Questions • Undergone broad outreach to a range of potential • Process timing parties—Open to a prolonged next round • Have received consistent feedback •—engagement with multiple sponsors—Concerns on distribution—Balance deal creativity with appropriate use of•—Enthusiasm for GTS upside resources • Financial sponsors that are still engaged are cautious—Ensure relationship is strengthened through process on a pathway to a successful transaction • Risk of not reaching a successful outcome—Conservative on value—Balance business disruption with value optimization—Understand the next round of diligence could take several months • Considerations on separation alternatives—Attractive economic deal with- core to the • Likely requirement to share manufacturer-specific thesis margin detail and historical margin and sales trends •—is highly engaged and focused on a successful outcome


LOGO

Framing the Paths Forward INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL covetrus I I ¥ a a Standalone Pathway Break Up business • Potential to identify value • Business plan for significant growth • Potential to capture sum-of-the-part maximizing option already in place discount and/or synergies • Gain clarity of real value attributed • Early success in implementation of • Allows each business to be more by third party plan focused • Simplify equity story • Time requirement I management • Impact of market volatility on ability • Tax leakage on separation distraction to execute • Very long carve-out process that • Current process has yielded limited • CD&R overhang on equity story will distract management results could turn into headwind upon decision to sell-down • Find a buyer willing to share upside • Complicated story for public market investors • Public market expectations limit long term value creation


LOGO

0 Key Considerations for Continuing the Process INvEsTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Key Process Considerations Key Questions • Importance of keeping momentum and moving • Provide GTS valuation framework quickly and ask for updated perspective on value • If threshold is met, engage • Complexity of potential transaction structure expeditiously to maintain with multi-party negotiation momentum and reach alignment • Set optimal calendar for execution of a definitive agreement • Involvement and engagement of our largest • Strategies: customer • Sponsors Interested in Tech:- • Pathways to maximize value for distribution • Go back to distribution companies and see if there’s interest in • Threshold price for a change of control distribution only transaction • Additional sponsors with potential interest in distribution— sl


LOGO

O lllustrative Present Value of Future Share Price I INVESTMENT BANKING Analysis DIVISION ‘WLINCOLN NTM EV I EBITDA Multiple Method 1 ($ in millions, except per share data) INTERNATIO NAL ,—————-, Illustrative FSP Analysis PVFSP at Year End 2023 : Illustrative : I NTM EV I EBITDA I I .... __________ , I NTM EBITDA Multiple .... 14.0x -ll- 13.0x 11.0 X 12.0 X 13.0 X 14.0 X -ll- 12.0x -ll- 11.0x 85.0% $ 17.41 $ 19.30 $ 21.18 $ 23.07 C1) c:: “‘a..c::- 0 “’ Current CVETNTM ecn 100.0% $21.07 $23.30 $25.52 $ 27.74 EBITDA 0.5 Multiple: ‘t: “’ C1) en 11.5x Q.<( $24.74 $27.30 $29.85 $ 32.41 115.0% Current FYE 2022 FYE 2023 FYE 2024 NTM EBITDA $349 $397 $459 PVFSP at Year End 2024 Illustrative 12.0 X 12.0 X 12.0 X NTM EBITDA Multiple NTM EBITDA Multi~le Implied Future EV $4,193 $4,763 $ 5,512 11.0 X 12.0 X 13.0 X 14.0 X (-) Net Debt (748) (618) (471) Implied Future Equity Value $3,445 $4,145 $5,041 C1) c:: 85.0% $ 19.25 $ 21.20 $ 23.16 $ 25.12 FDSO 142.5 142.6 142.7 c::- 0 “’ Implied Future Stock Price $24.18 $29.07 $35.33 e- “‘a.. ... If) 100.0% $23.05 $25.35 $27.65 $ 29.95 Present Value of Future 0.5 1 $21.65 $23.30 $25.35 Stock Price ‘t:C1) “’ en Q.<( $26.85 $ 29.49 $ 32.14 $ 34.79 % Premium to Current 30.5 % 40.4 % 52.8 % 115.0% Source. Management Projections. Market data as of 11-Mar-2022. Valuation date of 31-Dec-2021. Note. Analysis assumes NTM EV/EBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections. Red circles are meant to highlight corresponding numbers across various tables. t Future stock price discounted back to today utilizing an illustrative 11. 7% cost of equity.


LOGO

0 Sensitivity Analysis—Future Share Price INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Scenarios Considered Impact to FYE 2023 Future Share Price I ($0.50) : $0.51 I 1-———————————-1 I I I ($3.06) $3.06 I I r , I I ($0.23) I I $0.23 I I L J r-——-, I I ($0.82) I I $0.82 I I L.— __ .... Base Case: $23.30 Source. Management Projections. Note. Base case assumes 12.0x NTM EBITDA, FY24E EBITDA of $397mm, and net debt of $618mm.


LOGO

8 Illustrative Returns Analyses I INVESTMENT BANKING ($ in millions, except per share data) DIVISION ‘WLINCOLN INTERNATIO NAL Implied CVET Price Per Share at Entry- Ability to Pay Sensitivities—Accelerated Adjusted Corp Cost Savings Structurel1l Accelerated Adjusted Corp Cost Savings Structurel1l Implied WholeCo CVET Entry Share Price NTM Distribution Adj. EBITDA Multiple 10.0 X 2025E EBITDA: $376M Target MOIC 2.00x 2.25x 2.50x 2025E Distribution Adj. EBITDA $376 Memo: ‘22-‘25E Distribution Adj. EBITDA CAGR Pre I Post Corp: 14% I 19% NTM 9.0x $ 25.11 $24.12 $ 23.33 Distribution 10.0x $ 26.43 $25.29 $ 24.38 Implied Distribution Enterprise Value $3,763 Adj. EBITDA Multiple 11.0x $27.74 $26.46 $ 25.43 (-) Net Debt (2024E) $(831) Implied WholeCo CVET Entry Share Price Implied Exit Distribution Equity Value $2,932 2025E EBITDA: $376M Illustrative GTS Value at Entry $ 1 800 $ 2 000 $ 2 200 Target MOIC 2.0 X NTM 9.0x $23.71 $25.11 $ 26.51 Implied Entry Distribution Equity Value $1,466 Distribution Adj. EBITDA 10.0x $25.03 $26.43 $ 27.82 Multiple 11.0x $26.34 $27.74 $ 29.14 (+) Distribution Debt at Entry (Source of Funds) $1,164 (J) $2,630 Ability to Pay Sensitivities—Implied Entry Distribution Enterprise Value Implied 2022E EBITDA multiple (Pre-Corp) 9.5 X Base Corp Cost Savings Structurel2l Implied 2022E EBITDA multiple (Post-Corp) 11.9 X Implied WholeCo CVET Entry Share Price 2025E EBITDA: $321M Target MOIC Illustrative GTS Value at Entry $2,000 2.00x 2.25x 2.50x NTM 9.0x $23.20 $22.42 $ 21.80 Distribution WholeCo Enterprise Value at Entry $4,630 10.0x $24.33 $23.42 $ 22.70 Adj. EBITDA (-) WholeCo Net Debt at Entry $(863) Multiple 11.0x $ 25.45 $24.42 $ 23.60 WholeCo Equity Value at Entry $3,767 Implied WholeCo CVET Entry Share Price Illustrative GTS Value at Entry Shares Outstanding 142.54 2025E EBITDA: $321M $ 1 800 $ 2 000 $ 2 200 Implied CVET Price Per Share at Entry $26.43 NTM 9.0x $ 21.81 $23.20 $ 24.60 Distribution Adj. EBITDA 10.0x $22.93 $24.33 $ 25.72 Multiple 11.0x $24.05 $25.45 $ 26.85 Source. Management Projections, Company filmgs, CapttaiiQ market data as of 11-Mar-2022. (1) Assumes $2,000M GTS extt value and 2.00x MOIC for Dtstnbutton extt. Corporate cost 11 1 allocation to Distribution business of $56M in 2022E (net of corporate cost savings allocated based on EBITDA contribution), reducing to $35M by 2024E (2) Assumes $2,000M GTS exit value and 2.00x MOIC for Distribution exit. Projected WholeCo corporate costs allocated to Distribution based on EBITDA contribution, pro forma for take-private cost savings of -$30M in each year. (3) Assumes 6.00x 2021 PF Adj. EBITDA which includes -$66M of allocated gross corporate costs, and -$21M of allocated pro forma corporate cost savings.


LOGO

8 Overview of Covetrus’ Current Segments INVESTMENT BANKING I DIVISION ($ in millions, except per share data) ‘WLINCOLN INTERN ATIO NAL 21-25 Segment Overview (Management Projections) CAGR Illustrative Pre-Tax Enterprise Value (2022 Basis) $6,233 $ 4,575 Distribution EV I EBITDA 8.0 X 9.0 X 10.0 X 11.0 X 2021 2025 18.0 X $ 3,126 $ 3,327 $3,528 $ 3,729 • Distribution Revenue • GTS Revenue 20.0 X $ 3,295 $ 3,496 $3,697 $3,898 $ 459 @3) 22.0 X $ 3,464 $ 3,665 $ 3,866 $ 4,067 $ 244 ~ 24.0 X $ 3,633 $ 3,834 $4,035 $ 4,236 2021 2025 • Distribution EBITDA • GTS EBITDA Peer Trading (2022) Illustrative Pre-Tax Value per Share (2022 Basis) (EV I Distribution EV I EBITOA Peer Universe 2022E EBITDA) 8.0 X 9.0 X 10.0 X 11.0 X ))] “‘r AAI~t:II~Uiv!VB~y~r M5KESSON Car’dinaiHeallh 11.0x<1l 10.8x <1> 8.4x<1> 18.0 X $ 15.73 $ 17.14 $ 18.55 $ 19.96 Distribution !DU~);QS ~.. ~ l.:?x~·~~‘1 — 12.9x 10.4X 11.8X 20.0 X $ 16.91 $ 18.32 $ 19.73 $ 21.14 CHI¥NGE evo!re~o· @‘cerner R1 10.4x 32.4x 12.1X 21 ax< 2l 22.0 X $ 18.10 $ 19.51 $20.92 $22.33 Health Equity IQVIA ,, signifyhealth. 18.9x 13.3x 15.5x 24.0 X $ 19.28 $ 20.69 $22.10 $ 23.51 Source: Capitai/Q, IBES as of 11-Mar-2022. Note.· Standalone segment-/eve/ EBITDA burdened by incremental corporate costs allocated based on EBITDA Contribution. (1) Multiples adjusted for 121 opioid-related liabilities. (2) Pro forma for C/oudmed acquisition.


LOGO

8 Illustrative SOTP Analysis I INVESTMENT BANKING DIVISION ($ in billions, except per share data) ‘WLINCOLN INTERNATIO NAL Illustrative SOTP Analysis Implied Share Price: $15.74—$23.51 Midpoint: $19.64 Current 2022E EV I EBITDA< 11: 11.8 X Current Share Price: $16.59 $ 2.0 $ 4.2 r-————., 1-————-I I I I $3.3 $ 0.9 1-————-I $ 2.2 $ 1.5 I I $ 2.4 ,————-1 I $ 2.2 Distribution GTS SOTP Implied EV Net Debt SOTP Implied Current Equity Value r-————, Equity Value SOTP Implied 2022E EBITDA Multiple 2022E EBITDA2 $201 $84 $285 SOTP Implied Premium: (5.2)%—41.7% 2022E EBITDA _________ ! Multiple Range 8.0x—11.0x 18.0x—24.0x 11.0x -14.8x I Implied EV I 2022E Rev: 1. 7x- 2.3x Source.· Management Projections, Company filings, Cap/Q, market data as of 11-Mar-2022. Note.· Distribution and GTS level enterprise values derived by applying the stated 2022E multiples to the 2022E metric for each segment. 1 Represents street estimates for 2022E EBITDA. 2 Standalone segment-level EBITDA burdened by incremental Corporate costs of $109 million allocated based on EBITDA Contribution, based on management estimates for 2022E EBITDA.


LOGO

8 Limited Ability to Unlock SOTP Value Given INVESTMENT BANKING I High Friction Cost DIVISION ~WuNcoLN ($ per share) INTERNATIO NAL Illustrative Value Creation From Sale @ 30x 2022 EBITDA Sensitivity Analysis: 0 Headline Tech Multiple 25.0 X 30.0 X 35.0 X 0 Net Tech Multiple 19.6 X 23.4 X 27.1 X e Net Value Uplift ($0.23) $1.38 $4.19 Value Uplift: +$1.38 per Share $5.31 ($3.93 ) $24.95 $21.01 $19.64 SOTP Midpoint Pre-Tax Uplift From Sale Pre-Tax SOTP Value Tax Leakage Post-Tax SOTP Multiples (2022E Basis) GTS Distribution Blended Source. Management Projections Note. Standalone segment-level EBITDA burdened by incremental Corporate costs allocated based on EBITDA. Assumes $292M tax basis for GTS, and 25% tax rate.


LOGO

8 Key Considerations for a Divestiture Decision INVESTMENT BANKING I DIVISION Impact on Organization, Tax Leakage and Timing ‘WLINCOLN INTERNATIO NAL 0 0 ~ ~ Carve-out Sale of GTS Taxable Spin of Distribution + GTS Sale • Covetrus executes taxable spin of 100% of • Covetrus carves out its GTS business Distribution to its own shareholders • GTS business is sold for cash to third party • Simultaneously, GTS business is sold for cash to third party Medium I High Very High Requires preparation of carve-out financials Requires preparation and approval of SEC and separation of existing businesses Form 10 and full carve-out of business Business disruption associated with carve out Business disruption associated with carve out of a segment of a segment High Moderate Transaction triggers taxable gain for Covetrus Transaction triggers taxable gain for Covetrus above GTS basis of -$292 million above Distribution basis of -$700 million -6 months (buyer-dependent) -12 months (buyer-dependent) Completion of carve-out, preparation of Business and financial carve-out, preparation financials and regulatory approvals of SEC filings and regulatory approvals


LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL • Supplemental Materials


LOGO

Analysis of Standalone Business at I INVESTMENT BANKING Various Prices DIVISION ‘WLINCOLN ($ in millions, except per share data) INTERNATIO NAL Current lllutrative Transaction Price $ 16.59 $ 20.00 $ 22.00 $ 24.00 $ 26.00 Implied Premium Analysis Metric Premium to Current Share Price $ 16.59 0.0 % 20.6 % 32.6 % 44.7 % 56.7 % Premium to 30-Day VW AP $ 17.68 (6.2)% 13.1 % 24.4 % 35.7 % 47.1 % Premium to 90-Day VW AP $ 17.90 (7.3)% 11.7 % 22.9 % 34.1 % 45.3 % Premium to 180-Day VW AP $ 18.48 (10.2)% 8.2 % 19.0 % 29.9 % 40.7 % Premium to 360-Day VW AP $ 21.87 (24.1 )% (8.6)% 0.6 % 9.7 % 18.9 % Transaction Value Build / lm!;!lied Multi!;!les FDSO 142.2 142.6 142.7 142.8 142.9 Implied Equity Value $ 2,360 $ 2,851 $ 3,140 $ 3,428 $ 3,716 Current Net Debt 886 886 886 886 886 Implied Transaction Value $ 3,246 $ 3,737 $ 4,026 $ 4,314 $ 4,602 Street Estimates: 2021 Adj. EBITDA $ 244 13.3 X 15.3 X 16.5 X 17.7 X 18.9 X 2022 Adj. EBITDA $ 275 11.8 X 13.6 X 14.7 X 15.7 X 16.8 X 2023 Adj. EBITDA $ 310 10.5 X 12.1 X 13.0 X 13.9 X 14.8 X Management Estimates: 2021 Adj. EBITDA $ 244 13.3 X 15.3 X 16.5 X 17.7 X 18.9 X 2022 Adj. EBITDA $ 285 11.4 X 13.1 X 14.1 X 15.1 X 16.1 X 2023 Adj. EBITDA $ 349 9.3 X 10.7 X 11.5 X 12.3 X 13.2 X 1 $ 273 2021 PF Adj. EBITDA (Take-Private) ( ) 11.9 X 13.7 X 14.8 X 15.8 X 16.9 X 1 $ 315 10.3 2022 PF Adj. EBITDA (Take-Private) ( l X 11.9 X 12.8 X 13.7 X 14.6 X 1 $ 380 2023 PF Adj. EBITDA (Take-Private l( l 8.6 X 9.8 X 10.6 X 11.4 X 12.1 X Source. Management Projections and Market data as of 11-Mar-2022. 1 Take-private EBITDA represents -$30 million of annual cost savings.


LOGO

Summary of Financial Analyses INVESTMENT BANKING I DIVISION ($ Represents Implied CVET Share Price) ‘WLINCOLN INTERNATIO NAL Current CVET Share Price (03111122): $16.59 Kev Commentary 6-Month6-month trading range between $15.71 $ 15.71 $ 21.34 Trading Range and $21.34 Midpoint: $18.53 I I I I I • Analyst price target range of $18- $27 Wall Street Analyst I $ 18.op $27.00 per share based on five price targets Price Targets I I • Median price target of $23 per share 1 Midpoint. $22.50 I I I I I I I • Assumes EV I NTM EBITDA multiple PVFSP Analysis $ 119.46 $29.95 range between 11.0—14.0x • Assumes cost of equity of 11.7% Midpoint $24.71 • Projected financials through 2028 Discounted Cash $ 14.84 $ 27.47 Flow Analysis • Assumes WACC b/w 8.50%—11.00% Midpoint. $21.16 • Assumes perp. growth of 2.0—3.0% Source. Management Projections and Market data as of 11-Mar-2022.


LOGO

Operational Peer Benchmarking INVESTMENT BANKING I Management Projections DIVISION ‘WLINCOLN INTERNATIO NAL 2021 E—2023E Revenue Growth 2021 E-2023E EBITDA Growth1 18.5 “‘o 32.6 “‘o 25.3 “‘o 10.9 “‘o 18.3 “‘o 8.6 “‘o 7.9 “‘o 7.4 “‘o 5.7 “‘o CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health Distribu ion HCIT Animal HealthE-Commerce Distribution HCIT Animal HealthE-Commerce Solutions Solutions 2022 Gross Margin 2022 EBITDA Margin1 23.6 “‘o 23.3 “‘o 58.5 “‘o 38.9 “‘o 13.0 “‘o 33.9 “‘o 27.7 “‘o 16.5 “‘o 6.0 “‘o 6.1 “‘o CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health Distribu ion HCIT Animal HealthE-Commerce Distribution HCIT Animal HealthE-Commerce Solutions Solutions Source: CVET based on management projections, peers based on IBES estimates as of 11-Mar-2022 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health. 1Covetrus business units EBITDA burdened by corporate cost and contingency based on revenue contribution.


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I Street Consensus DIVISION ‘WLINCOLN IN TERNATIO NAL EV I 2022E EBITDA 62.6 X 15.5 X CVET Distribution Profitable HCIT Companion Animal Health Animal Health E-Commerce Solutions 07 -Dec-2021 12.8x 8.8x 17.2x 16.5x 43.1x EV I 2023E EBITDA 34.3x 13.9 X CVET Distribution Profitable HCIT Companion Animal Health Animal Health E-Commerce Solutions 07 -Dec-2021 11.3x 8.2x 13.8x 14.7x 28.9x Source.· CVET and peers based on IBES estimates as of 11-Mar-2022 Note.· Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health.


LOGO

Covetrus Multiple Has Recently Contracted INVESTMENT BANKING I DIVISION Since All-Time High Levels Achieved in Early ‘21 ‘WLINCOLN INTERN ATIO NA L NTM EV I EBITDA 40x 07-Dec-2021 ll Since Average 2Y 1Y 1M 07-Dec-2021 High Low Covetrus 16.0 X 15.1 X 12.0 X (1.2)x 24.4 X 8.4 X Distribution’ 8.7 8.9 9.4 0.8 10.4 6.7 •43.3x Current Animal Health Companion Animal Health3 20.5 22.1 18.8 (4.0) 24.5 11.6 E-Commerce Solutions 9.2 Multiple2 01 30x Profitable liCIT 15.1 11A 15.8 3.8 19.5 S&P 500 15.3 15.6 14.2 (1.6) 16.7 10.2 Q. E ::J :E ~ 0 1- m w -g 20x .r::- Cl ~ Ql E ~ 13.9 X :E ,..~”‘11.5x 1- z 10x 9.5x Ox Feb-2019 Aug-2019 Feb-2020 Aug-2020 Feb-2021 Sep-2021 Mar-2022—covetrus—Distribution’—companion Animal Health3—Profitable HCIP—High Growth HCIT—s&P 500 Source.· Bloomberg, CIQ and IBES, as of 11-Mar-2022. ‘Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. ‘E-Commerce Solutions includes Chewy and PetMed Express. •companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. ‘Profitable HCIT includes lnvovalon, Evolent, Gerner, Change Healthcare, Health Equity, R1, IQVIA, and Si ni Health.


LOGO

Profitable HCIT Valuation Benchmarking INVESTMENT BANKING I ($ in millions) DIVISION ‘WLINCOLN INTERNATIO NAL EV I 2022E EBITDA 32.4 X 21.8 X 18.9 X r-- Median: 15.5 x 15.5 X 1- 13.3 X—12.1 X r-- 10.4 X evolento · Q..Cerner· CHL¥NGE covetrus R1, IQV IA ¥‘ signifyhealth HEALTH HEALTHCARE GTS 1 2 EV $2,728 $ 12,872( ) $4,774 $ 52,079 $2,870 $ 24,834( ) $ 11,869 1 YoY Rev Growth<3J 18.4 % 14.8 %( ) 7.8 % 10.0 % 19.8 % 5.5 % 5.8 % 18.0 % 22 Gross Margin 28.2 % 23.5 % 56.7 % 34.4 % 48.7 % 83.1% 60.7 % 33.9 % YoY EBITDA 1 34.0 % 19.0 %( ) 15.8 % 11.5 % 27.5 % 6.5 % 8.2 % 30.7 % Growth< 3> 22 EBITDA Margin 7.3 % 27.7 %(1) 30.9 % 22.7 % 22.5 % 33.8 % 31.5 % 13.0 % 7-Dec-21 EV / 2022E EBITDA Multiple 32.4 X 19.2 X 13.6 X 18.9 X 17.2 X 11.1 X 9.4 X Source.·JBES estimates as of 11-Mar-2022, management projections. (1) Pro forma for C/oudmed acquisition (2) Unaffected EV as of 1211612021. (3) Reflects CY 2022E—CY 2023E growth.


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I Street Consensus DIVISION ‘WLINCOLN IN TERNATIO NAL EV I 2022E EBITDA 110.8 X 32.4 X 21.8 X 18.9 X 15.5 X X 10.4 X ~ ~ 0z .. ~~ ~ 2 ~ ~ “’”‘w Vl .. ~ >< IJ.I 8 ~f i I M ¥IJ I !!! loll 11—(] Source.· CVET and peers based on IBES estimates as of 11-Mar-2022 Note.· Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health.


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I Street Consensus DIVISION ‘WLINCOLN INTERNATIO NAL EV I 2023E EBITDA 54.6x 18.3 X 16.3 X 13.9 X X 10.4 X 9.6 X ~ <{ Vl > w 0 I ¥I 1ifi~1 ~ 1.1 Source.· CVET and peers based on IBES estimates as of 11-Mar-2022 Note.· Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health.


LOGO

MWI’s Pre-Transaction Trading Levels and I INVESTMENT BANKING Historical Premium to Distributors DIVISION ‘WLINCOLN INTERNATIO NAL NTM EV I EBITDA CVET Current NTM Ave rase 5Y 3Y 2Y 1Y 20x EV/EBITDA: MWI 12.8 X 14.1 X 14.8 X 14.6 X 11.4 X Distributors· 7.8 8.3 9.2 9.8 Premium 5.0 5.8 5.6 4.8 ~ 16x 15.9 X :;:; 3 Distributors ::E Current NTM (3 1::: EV/EBITDA: al 9.5x ~ 12x .t:! Cl ~ 10.4 X Q) E i7 Sx Implied ::E 1- z CVET Premium to Distributors: 1.9x 4x Ox Jan-2010 Jan-2011 Jan-2012 Jan-2013 Jan-2014 Jan-2015—MWI—Distributors• Source. Bloomberg, IBES, as of 11-Mar-2022 1Distrubutors includes ABC, CAH, and MCK. Note. Above metrics as of undisturbed date of 12-Jan-2015


LOGO

CVET Financial Overview INVESTMENT BANKING I ($ in millions) DIVISION ‘WLINCOLN INTERNATIO NAL Revenue 2020 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E Rev % Growth 5.5% 7.5% 8.4% 8.4% 7.9% 5.9% 4.8% 4.2% Adj. EBITDA 2020 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E % Margin 5.2% 5.3% 5.8% 6.5% 6.9% 7.4% 7.6% 7.8% 7.9% Source. Management Projections.


LOGO

Illustrative Discounted Cash Flow Analysis INVESTMENT BANKING I ($ in millions, except per share data) DIVISION ‘WLINCOLN INTERNATIO NAL Illustrative Unlevered Free Cash Flow 2022E 2023E 2024E 2025E 2026E 2027E 2028E Terminal Total Sales $ 4,916 $ 5,330 $ 5,775 $ 6,233 $ 6,600 $ 6,918 $ 7,208 $ 7,208 Rev % Growth 7.5% 8.4% 8.4% 7.9% 5.9% 4.8% 4.2% Total Adj. EBITDA $285 $ 349 $ 397 $459 $500 $537 $570 $ 570 %Margin 5.8% 6.6% 6.9% 7.4% 7.6% 7.8% 7.9% 7.9% D&A $(177) $(192) $(209) $(227) $(250) $(262) $(273) $(112) %ofSales (3.6~% (3.6~% (3.6~% (3.6~% (3.8~% (3.8~% (3.8~% EBIT $ 108 $ 157 $ 188 $233 $250 $274 $297 $458 %Margin 2.2% 2.9% 3.3% 3.7% 3.8% 4.0% 4.1 % 6.4% (-)Tax $(27) $(39) $(47) $(58) $(62) $(69) $(74) $(114) Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% NOPAT $ 81 $ 118 $ 141 $ 175 $ 187 $206 $223 $343 (+) D&A $ 177 $ 192 $209 $227 $250 $262 $273 112 (-)~in NWC (46) (49) (56) (57) (58) (42) (38) (19) !-l Caeex (75} (86} (97} (97} (102} (107} (112} (112} Unlevered Free Cash Flow $ 137 $ 175 $ 197 $247 $278 $ 319 $345 $324 Implied Equity Value Implied Share Price Implied Terminal EV I EBITDA 2.0 % 2.5 % 3.0 % 2.0 % 2.5 % 3.0 % 2.0 % 2.5 % 3.0 % 8.50 % $ 3,338 $ 3,603 $ 3,917 8.50 % $23.43 $ 25.28 $ 27.47 8.50 % 8.9 X 9.7 X 10.6 X 9.75 % $ 2,624 $ 2,796 $2,995 9.75 % $ 18.44 $ 19.65 $ 21.03 9.75 % 7.5 X 8.0 X 8.7 X 11.00 % $ 2,109 $ 2,228 $2,363 11.00 % $ 14.84 $ 15.68 $ 16.62 11.00 % 6.4 X 6.9 X 7.3 X Source. Management Projections. Note.· Analysis valuation date of 31-Dec-2021.


LOGO

GTS Business Financial Overview INVESTMENT BANKING I ($ in millions) DIVISION ‘WLINCOLN INTERNATIO NAL Revenue $ 1,939 2020A 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E % Growth 17.7% 18.9% 18.0% 14.7% 13.9% 12.9% 11.9% 10.9% Adj. EBITDA $326 2020A 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E % Margin 6.6% 12.9% 13.0% 14.4% 15.2% 15.7% 15.8% 15.9% 16.0% Source. Management Projections; Note. Assumes no allocation of corporate overhead costs.


LOGO

Disclaimer INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

EX-99.(c)(12)

Exhibit (c)(12)

 

LOGO

INVESTMENT BANKING I DIVISION Discussion Materials Project Padlock Goldman Sachs & Co. LLC March 2022


LOGO

Disclaimer INVESTMENT BANKING I DIVISION These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.


LOGO

Partner Deal Alternatives INVESTMENT BANKING I DIVISION Summary Overview 1 Assuming 25°/o Sponsor Return Scenario . Scenario . Sponsor Take Private Sponsor Take Private Description Sponsor Spins Distribution with Sale of GTS to and Sells GTS Seller only needs to enter into contract with one party (Sponsor), but pre wires split of business to give Sponsor certainty on portion of the value Key Considerations Ultimate decision on Scenario 2 and 3 likely dependent on tax leakage and compensation for tax basis step up from sale of each business Sign contract for take private with Sign contract for take private with Sponsor in H 1 I 2022 Sponsor in H1 I 2022 Key Timing Elements Pre wired taxable sale of GTS to Taxable spin of Distribution to completed as soon as possible Sponsor LPs and concurrent sale of following carve out from RemainCo GTS business Distribution: zero Distribution: $494 million Corporate Level Tax Triggered GTS: $481 million GTS: zero Distribution: zero Distribution: $146 million(2l Value of Tax Basis Step Up Received by Sponsor $166 million(1 GTS: ) GTS: zero Ability to Pay 25% IRR Threshold: $ 24.89 25% IRR Threshold: $ 24.66 ($ per Covetrus Share) 20% IRR Threshold: $ 26.47 20% IRR Threshold: $ 25.93 (1) Assumes 50% of total NPV oftax basis step up received by Sponsor (2) Assumes total NPV of tax basis step up received by Sponsor through 3. 75 year hold period.


LOGO

Illustrative Returns Analyses Scenario 0 I INVESTMENT BANKING Sponsor WholeCo Take Private with No Subsidiary Sale DIVISION ($ in millions, except per share data) Ability to Pay Analysis!1) Use Cases 12.0 Sponsor willing to buy whole business NTM PF Adj. EBITDA Multiple X 2025E Distribution Adj . EBITDA $527 Implied Distribution Enterprise Value $6,326 A Other scenarios have too much tax leakage ( ) Net Debt (2025E) $(1,517) 8 Key Assumptions Implied Exit Equity Value $4,809 A+ 8 Assumes transaction close at 3/31 /2022 Target IRR 25% Implied MO/C 2.31 X PF Entry CVET Equity Value $2,083 D Management P&L and Operating I Investing Cash for Transaction) $1,981 Flow forecast through projection period (+) Net Debt at Entry (Source E Implied EV $4,064 D + E = F PF corporate cost savings of $30 million through ( ) Net Debt prior to Entry ($863) G Implied Equity Value Pre Transaction $3,201 F + G = H hold period CVET Diluted Shares Outstanding 142.1 J Implied CVET Purchase Price per Share $22.52 HI J $2.0 billion of Debt (7.00x LTM PF Adj. EBITDA of $283M) $2.1 billion of equity required for entry Exit at YE 2025E with an NTM EBITDA of $527 million and illustrative return of 25% IRR Source: Management Projections, Company filings, Capitai iQ market data as of 11 Mar 2022. (1) Corporate costs per management projections, including $30M of take private savings.


LOGO

Illustrative Returns Analyses Scenario 8 I INVESTMENT BANKING Sponsor Take Private with Sale of GTS to Strategic DIVISION ($ in millions, except per share data) Ability to Pay Analysis!1) Use Cases When accounting for tax basis step up and leakage, NTM Distribution Adj. EBITDA Multiple 9.0x net value is greater with this sequencing 2025E Distribution Adj. EBITDA $437 Implied Distribution Enterprise Value $3,929 A Only want to deal with 1 counterparty (Sponsor) ( ) Net Debt (2025E) $(773) 8 Implied Exit Distribution Equity Value $3,156 A+ 8 Key Assumptions Target IRR 25% Implied MOIC 2.31 X Same Scenario #1 . plus: Implied Entry Distribution Equity Value $1,367 c Sponsor divests GTS, but retains Distribution and (+) Distribution Debt at Entry (Source of Funds) $1 ,308 D SmartPak (RemainCo) Implied Entry Distribution Enterprise Value $2,675 C + D = E 2 Sale of GTS at $2.05 billion plus 50% of the value Implied NTM E81TDA Entry Multiple (E81TDA = $254M) 10.5x Sponsor Case Implied Entry Multiple (E81TDA =$ 203M) 13.2 X of the tax basis step up realized by ($166M) GTS tax basis of $292 million and 25% tax rate GTS Sale to Strategic Value $2,050 F (+) Present Value of Future Tax Benefits $166 G Value of step up calculated with 6% discount rate and GTS Sale to Strategic Value, Including Tax Benefit $2,216 F+G = H calculated over 15 years ( ) Associated GTS Tax Leakage ($481) I GTS Sale, Net of Tax Impact $1 ,735 H+ I = J Corporate costs and PF corporate cost savings allocated to RemainCo P&L based on EBITDA Implied Entry CVET Enterprise Value $4,41 0 E+ J = K contribution initially, reducing to $35 million by YE ( ) Current CVET Net Debt ($863) L Implied CVET Equity Value $3,547 K + L = M 2024 CVET Diluted Shares Outstanding 142.50 N Implied CVET Purchase Price per Share $1 .3 billion of Debt (6.00x LTM PF Adj. EBITDA of $24.89 MIN = 0 $218 million) $1.4 billion of equity required YE 2025E exit on RemainCo NTM EBITDA of $437 million Source: Management Projections, Company filings, CapitaiiQ market data as of 11 Mar 2022. Note: F $2,050M GTS unadjusted purchase price, grossed up to $2,216M based on value oftax basis step up of $165M. 41 (1) Assumes $2,050M GTS exit value. Corporate cost allocation to Distribution + SmartPak business based on EBITDA contribution through 2022E, reducing to $35M by end ofhold period. (2) EBIWA inclusive of SmartPak and Distribution financials with management projected corporate costs allocated based on segment level EBITDA contribution.


LOGO

Illustrative Returns Analyses Scenario 8 I INVESTMENT BANKING Sponsor Take Private, Sponsor Spins Distribution and Sells GTS DIVISION ($ in millions, except per share data) Ability to Pay Analysis!1) Use Cases NTM Distribution Significant disparity in value and I or tax basis of Adj. EBITDA Multiple 9.0x A subsidiaries 2025E Distribution Adj. EBITDA $437 8 Implied Distribution Enterprise Value $3,929 A * 8 = C Only want to deal with 1 counterparty (Sponsor) ( ) Net Debt (2025E) $(773) D Implied Exit Distribution Equity Value $3,156 C+D = E Key Assumptions Target IRR 25% Implied MOIC 2.31 X Same Scenario #2, plus: Implied Entry Distribution Equity Value $1,367 F Sponsor spins Distribution and SmartPak (+) Distribution Debt at Entry (Source of Funds) $1 ,308 G (RemainCo) to its shareholders and sell the Implied Entry Distribution Enterprise Value $2,675 F + G = H remainder of Covetrus (only GTS at that point) to ( ) Tax Leakage ($494) I (+) Tax Benefits in Forecast Period $146 J Distribution Sale, Net for Tax Leakage and Step Up $2,327 H + I +J = K Sale of GTS at $2.05 billion NTM E81TDA Multiple 2 Implied Entry (E81TDA = $254M) 9.2 X Sponsor Case Implied Entry Multiple (E81TDA =$ 203M) 11.5 X Taxes triggered on the sale of spin of RemainCo GTS Sale to Strategic Value $2,050 L Distribution tax basis of $700 million and 25% tax rate Implied Entry CVET Enterprise Value $4,377 K + L =M ( ) Current CVET Net Debt $(863) N Value of step up calculated with 6% discount rate Implied CVET Equity Value $3,514 M + N =0 until Sponsor’s exit in 2025 CVET Diluted Shares Outstanding 142.50 p Implied CVET Purchase Price per Share $24.66 0 / P Source: Management Projections, Company filings, CapitaiiQ market data as of 11 Mar 2022. (1) Corporate cost allocation to Distribution + SmartPak business based on EBITDA contribution through 2022E, reducing to sl $35M by end ofhold period. Assumes leakage on Distribution spin at the corporate level, but not shareholder level. (2) EBITDA inclusive ofSmartPak and Distribution financials with management projected corporate costs allocated based on segment level EBIWA contribution.


LOGO

Illustrative Returns Analyses Scenario G I INVESTMENT BANKING Sponsor Take Private with Future Put/Call on GTS Business DIVISION ($ in millions, except per share data) Ability to Pay Analysis!1) Use Cases Sponsor believes growth in GTS is greater than IRR YE 2024E Sale of GTS Business needed to on sell business in future 2025E GTS Adj. EBITDA $ 144 A NTM GTS Adj. EBITDA Multiple 23.0x B GTS Sale to Strategic Value (Incl. Tax Basis Step Up Impact) $3,581 A B = C Associated GTS Tax Leakage ($822) D GTS Sale, Net of Taxes $2,758 C + D = E Key Assumptions YE 2025E Sale of Distribution Business 2026E Distribution Adj. EBITDA $373 F Same Scenario #2, plus: NTM Distribution Adj. EBITDA Multiple 9.0x G Distribution Sale to Strategic Value $3,354 F G = H Divestment of GTS at year end 2024 against a 23.0x Sale Proceeds $6,112 = forward multiple Total E + H I ( ) Exit Net Debt (2025E) ($1,603) J Unchanged GTS tax basis and tax rate NetProceeds $4,5091+J=K Target IRR 25% Implied MOIC 2.00 x $2.0 billion of Debt (7.00x LTM PF Adj . EBITDA of PF Entry CVET Equity Value $2,252 L $283 million) {+)Net Debt at Entry (Source for Transaction) $1,981 M $2.3 billion of equity required Implied EV $4,233 L + M = N ( ) Net Debt prior to Entry ($863) 0 Exit at YE 2025E with a RemainCo NTM EBITDA of Implied Equity Value Pre Transaction $3,370 N + 0 = P $373 million CVET Diluted Shares Outstanding 142.5 Q lmpliedCVETPurchasePriceperShare $23.65;_P/Q = U Source: Management Projections, Company filings, Capitai iQ market data as of 11 Mar 2022. (1) Assumes $2,050M GTS exit value. Corporate cost allocation to Distribution + SmartPak business based on EBITDA 61 contribution.


LOGO

INVESTMENT BANKING I DIVISION Appendix


LOGO

Illustrative Returns Analyses I INVESTMENT BANKING ($ in millions, except per share data) DIVISION Note: Updated from Board Materials per Latest Tax Assessment and Valuation Considerations Implied CVET Price Per Share at Entry Ability to Pay Sensitivities Accelerated Adjusted Corp Cost Savings Structurel11 Accelerated Adjusted Corp Cost Savings Structurel11 Implied WholeCo CVET Entry Share Price NTM Distribution Adj. EBITDA Multiple 9.0 X 2025E EBITDA: $376M Target IRR 20.0% 22.5% 25.0% 2025E Distribution Adj. EBITDA $376 NTM 9.0x $ 25.38 $ 24.83 $ 24.34 Memo: ‘22 ‘25E Distribution Adj . EBITDA CAGR Pre I Post Corp: 14% I 19% Distribution 10.0x $ 26.47 $ 25.85 $ 25.28 Implied Distribution Enterprise Value $3,386 Adj. EBITDA Mult iple 11.0x $ 27.57 $ 26.86 $ 26.22 ( ) Net Debt (2024E) $(879) Implied Exit Distribution Equity Value $2,507 Implied WholeCo CVET Entry Share Price Illustrative GTS Value at Entry 2025E EBITDA: $376M Target IRR 25% $ 1 850 $ 2 050 $ 2 250 Implied MOIC 2.31 X 2022E 13.0x $ 22.83 $ 24.22 $ 25.62 SmartPak Adj. $ 22.94 $ Implied Entry Distribution Equity Value $ 1,086 EBITDA 14.0x $ 24.34 25.74 ( ) Tax Impact ($700M Basis I 25% Rate I Implied Step Up) ($256) Mult iple 15.0x $ 23.06 $ 24.45 $ 25.85 13 (+) Distribution Debt at Entry (Source of Funds) $ 1,205 ‘ Ability to Pay Sensitivities Implied Entry Distribution Enterprise Value $2,036 Implied 2022E EBITDA multiple (Pre Corp) 7.3x Base Corp Cost Savings Structurel21 Implied 2022E EBITDA multiple (Post Corp) 9.2 X Implied WholeCo CVET Entry Share Price Illustrative GTS Value at Entry $2,050 2025E EBITDA: $321M Target IRR 20.0% 22.5% 25.0% NTM 9.0x $ 23.86 $ 23.43 $ 23.04 2022E SmartPak Adj. EBITDA $22 Distribution 10.0x $ 24.81 $ 24.30 $ 23.85 Illustrative 2022E SmartPak Adj. EBITDA Multiple 14.0 X Adj. EBITDA Mult iple 11.0x $ 25.75 $ 25.18 $ 24.66 SmartPak Value at Entry (Net of Taxes $66M Basis @ 25%) $245 WholeCo Enterprise Value at Entry $4,331 Implied WholeCo CVET Entry Share Price Illustrative GTS Value at Entry ( ) WholeCo Net Debt at Entry $(863) 2025E EBITDA: $321M WholeCo Equity Value at Entry $3,468 .... $ 1 850 $ 2 050 $ 2 250 2022E 13.0x $ 2 1.53 $ 22.92 $ 24.32 SmartPak Adj. 14.0x $ 2 1.64 $ 23.04 $ 24.43 Shares Outstanding 142.49 EBITDA Implied CVET Price Per Share at Entry $24.34 Mult iple 15.0x $ 2 1.75 $ 23.15 $ 24.55 Source.· Management Pro}ecttons, Company filmgs, CapttaiiQ market data as of 11 Mar 2022. (1) Assumes $2,050M GTS extt value and 25% IRR for Dtstnbutton extt. Corporate cost allocation 1 8 to Distribution business of $56M in 2022E (net of corporate cost savings allocated based on EBITDA contribution), reducing to $35M by 2024E. (2) Assumes $2,050M GTS exit value and 2.00x MOIC for Distribution exit. Projected WholeCo corporate costs allocated to Distribution based on EBITDA contribution, pro forma for take private cost savings of $30M in each year. (3) Assumes 6.00x 01 2022 LTM PF Adj. EBITDA inclusive of pro forma corporate cost savings.

EX-99.(c)(13)

Exhibit (c)(13)

 

LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock ·——————-1 I Preliminary Highly Confidential Draft 1 Strictly Private and Confidential : Subject to Material Change and : April 7, 2022 1 Revisions I &....——————-


LOGO

Disclaimer INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.


LOGO

Update on Process Developments Since I INVESTMENT BANKING Board Meeting on March 17, 2022 DIVISION ‘WLINCOLN INTERNATIO NAL • Since the board meeting on March 17, 2022, Goldman Sachs (“GS”) and Lincoln have continued to drive engagement on Project ·— Padlock with—After receipt of their initial offer on Thursday (3/17), GS/Lincoln provided feedback on Friday (3/18) which led to a revised offer Sunday (3/20) of $1.85 -2.05 billion for GTS, excluding SmartPak and including International—Shared GTS corporate cost allocation detail on Monday (3/21) and had clarifying call with management on Wednesday (3/23) — advisors have regularly followed up on next steps; we have guided them to feedback this week following further structural clarity • CD&R:—On 4/4, CD&R indicated that they could move forward with a WholeCo transaction in the range of $21-22 per share. They further indicated requiring 30 days to get to an announcement and a partner for the equity portion of the potential transaction. ·~—Initial conversation on patterning with CD&R on Monday (4/4); shared further detail on standalone costs as well as SOTP ·-construct—On Monday (4/4 ), tested appetite to explore a transaction for Distribution only while a strategic partner would acquire GTS for a fixed price and received positive feedback—They are ready to engage on exploring a transaction where they acquire the company and sell GTS to a strategic and hold distribution • Other Parties:—Tested interest with additional parties in a Distribution-only transaction, but gained no further traction


LOGO

Key Discussion Topics INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL 0 Update on Broader Environment 0 Standalone Valuation 8 Leveraged Buyout Perspectives G Suggested Next Steps


LOGO

0 Market Dynamics Continue to be Volatile INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Equity Performance US New Issue Volume ($ in billions) • Institutional • Pro Rata $797 5.0 %—NASDAQ Return—S&P 500 Return 40.0 I—DJIA Return VIX (R-Axis) I I I (1.3)% I I (4.6)% (4.9)% I (7.5)% 27.5 I (9.1)% I 1$228 (13.8)% 20.6 I’”’’’ I (20.0)% 15.0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2021 2022 31-Dec 31-Jan 28-Feb 31-Mar YTD YTD High Yield Spreads Increasing Leveraged Loan Market 10.00% L+550bps—LL 100 Index 4-yr Spread—LL Index 4-yr Spread 9.20% L+500bps 8.00% L 435 bps + 6.31 % L +450bps 6.00% 5.54 % 5.05 % L+400bps 4.00% L + 402 bps 2.00% L +300bps Apr-21 Jun-21 Sep-21 Dec-21 Mar-22 fSu(Healthcare Index—s Index—BB Index—ccc Index Source: Bloomberg. Data as of 31-Mar-2022


LOGO

0 Covetrus Trading Snapshot INVESTMENT BANKING I DIVISION ($ in millions, except share data) ‘WLINCOLN INTERNATIO NAL YTD Stock Price Performance Public Market Trading Overview Current Share Price $ 16.88 $21.00 2,500.00 YTDAvg: $ 17.44 Full:i Diluted Shares Outstandin9 142.2 2,000.00 Equity Value $ 2,400 0 (+)Debt 1046 (/) $19.00 < 2. 0 1,500.00 i: (+)Minority Interest 23 Ql 3 CJ ·;: ID a..—HCash 183 1,000.00 g Clc: ·u; $17.00 0 Enterprise Value $ 3,286 $16.88—0 0 500.00 1 Financial Performance<> 2022E 2023E 2024E Revenue $15.00 +-.__..._.._....__......,....__ .......,..lll....llol.oi...W~oL. 0.00 $4,879 $5,161 $ 5,446 Jan-2022 Feb-2022 Mar-2022 Apr-2022 %Growth 6.6% 5.8% 5.5% NTM EV I EBITDA EBITDA $275 $ 310 $329 15.0x YTDAverage: 11.7x %Growth 12.5% 12.9% 6.0% 300 Average: 11.4x %Margin 5.6% 6.0% 6.0% 14.0x EPS $ 1.08 $ 1.25 $ 1.33 ~ 0 %Growth 12.5% 15.7% 6.4% m1- 13.0x—w > Tradins Metrics 2022E 2023E 2024E ~ 12.0x 1- EV I Revenue 0.7 X 0.6 X 0.6 X z 11.5x • IEV/EBITDA——————————————————————- 12.0x 10.6x 10.0XI• 11.0x ~——————————————————————- P/ E 15.6 X 13.5 X 12.7 X 10.0x +————.————-.———.—- Jan-2022 Feb-2022 Mar-2022 Apr-2022 Source: Capita/IQ, IBES as of 04-Apr-2022. (1) Represents consensus street estimates.


LOGO

0 Analysis of Standalone Business at I INVESTMENT BANKING Various Prices DIVISION ‘WLINCOLN ($ in millions, except per share data) INTERNATIO NAL Current lllutrative Transaction Price $ 16.88 $ 22.00 $ 23.00 $24.00 $25.00 $ 26.00 lmj2lied Premium Anal~sis Metric Premium to Current Share Price $ 16.88 0.0 % 30.3 % 36.3 % 42.2 % 48.1 % 54.0 % Premium to 30-Day VWAP $ 17.01 (0.8)% 29.3 % 35.2 % 41.1 % 47.0 % 52.9 % Premium to 90-Day VWAP $ 18.23 (7.4)% 20.7 % 26.1 % 31.6 % 37.1 % 42.6 % Premium to 180-Day VWAP $ 21.04 (19.8)% 4.6 % 9.3 % 14.1 % 18.8 % 23.6 % Premium to 360-Day VWAP $ 24.38 (30.8)% (9.8)% (5.7)% (1.6)% 2.5 % 6.7 % Transaction Value Build / lmj2lied Multij2les FDSO 142.2 142.4 142.5 142.5 142.5 142.5 Implied Equity Value $2,400 $ 3,133 $3,276 $3,420 $3,563 $ 3,706 Current Net Debt 886 886 886 886 886 886 Implied Transaction Value $3,286 $ 4,019 $ 4,162 $ 4,306 $ 4,449 $ 4,592 Street Estimates: PFAdj. EBITDA (Take-Private 380 8.7x 10.6x 11.0x 11.3x 11.7x 12.1x Source. Management Projections and Market data as of 04-Apr-2022. 1 Take-private EBITDA represents -$30 million of annual cost savings.


LOGO

0 Wall Street Ratings and Methodology INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL $38.00 Median: $23.00 Current Price: $16.88 $ 18.00 Barclays Raymond James Stifel Morgan Stanley Goldman Sachs Cleveland Date 24-Feb-22 25-Feb-22 24-Feb-22 25-Feb-22 25-Feb-22 25-Feb-22 Recommendation Buy Buy Hold Sell Hold SOTP (9.3x 2023E EV!EBITDA Methodology DCF (7.0% WACC, 2.0% PGR) DCF (9.3% WACC, 0.5% PGR) -14.0x 2023E EV!EBITDA tor supply chain, 1. 7x 2023E 16.0x PIE, 11.5x EV!EBITDA EV!Sa/es tor Rx Management) “Prescription “Importantly, we were “The supply chain, “CVET guided for an management likely “Covetrus sees a encouraged by +7- labor, and freight acceleration of revenue another -20% grower in significant opportunity “NA Supply Chain 8% organic topline pressures that impacted in 2022 to 7-8% growth 2022, combined with to convert its installed continued to lead the growth (vs. MSe +6%), 40 are a/so expected to (vs 5% in 2021) driven restructuring in Europe Commentary on base to a/l-in way by posting +9% further reinforcing our weigh on 1 H22 growth, by double digit North set to expand margins Growth customers, setting a organic revenue growth conviction of with CVET guiding for American growth and the roll-aut of all foundation for above (+22% stacked), ahead durable, healthy flat EBITDA growth yay (including 20%+ Rx inclusive operating average market of our 6%E.” underlying companion in 10 before improving management growth) system Covetrus Pulse growth.” animal demand into over the course of the and a recoveJY in all bode to kick off the 2022” year.” Europe” year.” Source.· Wall Street research, market data as of 04-Apr-2022


LOGO

O CVET Financial Overview I INVESTMENT BANKING ($ in millions) 1 Management Projections DIVISION ‘WLINCOLN INTERNATIO NAL CAGR ‘20-‘25 ‘22-‘25 Revenue GTS Revenue 16.6% 15.5% $ 6,233 . GTS revenue driven by Distribution Revenue 5.6% 6.5% wellness and GPM with increased number of . practicesDistr. Revenue growth driven by broader industry and further penetration of key customers 2020A 2021A 2022E 2023E 2024E 2025E Rev% Growth 5.5% 7.5% 8.4% 8.4% 7.9% Segment-Level Adj. CAGR ‘20-‘25 Mgn $629 ‘20-‘25 ‘22-‘25 Exeansion $556 EBITDA GTS EBITDA 26.6% 23.0% 528 bps $476 . GTS margins driven by Distribution EBITDA 13.3% 14.0% 252 bps operating leverage and $ 337 growth in wellness . Distr. margins driven by favorable customer mix and growth in private brands 2020A 2021A 2022E 2023E 2024E 2025E GTS Margin 10.4% 12.9% 13.0% 14.4% 15.2% 15.7% Distr. Margin 6.0“A. 6.3% 6.9% 7.6% 8.1% 8.5% . GTS Segment Financials Corporate Expense + ($ 61) ($ 93) ($ 109) ($ 126) ($ 159) ($ 170) Contingency • Distribution Consolidated Adj. Segment Financials $226 $244 $ 285 $349 $397 $459 EBITDA %Margin 5.2% 5.3% 5.8% 6.6% 6.9% 7.4% Source.· Management Projections. Note.· Financials presented per management LRP model include International PIMS within Distribution and SmartPak within GTS. 8 1


LOGO

0 Illustrative Present Value of Future Share Price INVESTMENT BANKING I Analysis DIVISION ‘WLINCOLN NTM EV I EBITDA Multiple Method 1 ($ in millions, except per share data) Source. Management Projections. Market data as of 04-Apr-2022. Valuation date of 31-Mar-2022.—17%131 Note. Analysis assumes NTM EV/EBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections. 1 Future stock price discounted back to today utilizing an illustrative 12% cost of equity 2 Assumes performance against plan reduction applied to FY 2023- 2025 EBITDA 3 Reflects Who/eGo consolidated ‘21A—‘25E EBITDA CAGR.


LOGO

0 Sensitivity Analysis—Future Share Price INVESTMENT BANKING I DIVISION ‘WLINCOLN IN TERNATIO NAL Impact to FYE 2023 Future Impact to FYE 2024 Future Scenarios Considered Share Price Share Price Base Case: 2025E Dist. Revenue: $4,850M 2025E Pre-Corp Dist. EBITDA: $412M Base Case: $22.83 Base Case: $24.82 ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -14% ‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -17% 25% Downside: ,..—2025E Dist. Revenue: $4, 740M (/) 2025E Pre-Corp Dist. EBITDA: $379M $21.27 1($1.56 $22.85 l$~.97 c ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -12% .... -..0 ‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -15% ~ c. E 50% Downside: ·— ~ (/) 2025E Dist. Revenue: $4,630M .c~ (/) ·~ 2025E Pre-Corp Dist. EBITDA: $347M $19.75 I ($3.08) $20.95 I ($3.88) <( t) c ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -10% L-— L-— ·- 0 ‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -13% 0:+: ‘- ns c.(1) 75% Downside: .. ——- 0 2025E Dist. Revenue: $4,520M $19.10 1 2025E Pre-Corp Dist. EBITDA: $316M $18.27 ~ (~·~)—- ($5.72) ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -7% L..——-‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -11% ———— Full Downside: 2025E Dist. Revenue: $4,410M 1 ~———-2025E Pre-Corp Dist. EBITDA: $286M $16.83 I ($5.99) $17.33 ($7.50) ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -5% ‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -8% Downside cases assume annual revenue reduction of up to $100M, and pre-corp Dist. EBITDA margin growth reduction of up to 50 bps Source.· Management Projections. 10 I Note. Base case assumes 12.0x NTM EBITDA and net debt of $680mm in YE 2023 and $536mm in YE 2024. Future stock price discounted back to today utilizing an illustrative 12% cost of equity.


LOGO

mustrative Discounted Cash Flow Analysis I 0 INVESTMENT BANKING ($ in millions, except per share data) DIVISION ‘WLINCOLN INTERNATIO NAL Illustrative Unlevered Free Cash Flow Management Forecast Extrapolation 2022E 2023E 2024E 2025E 2026E 2027E 2028E Terminal Total Sales $ 4,916 $ 5,330 $ 5,775 $ 6,233 $ 6,600 $ 6,918 $ 7,208 $ 7,208 Rev % Growth 7.5% 8.4% 8.4% 7.9% 5.9% 4.8% 4.2% Total Adj. EBITDA $285 $349 $397 $459 $500 $537 $570 $ 570 %Margin 5.8% 6.6% 6.9% 7.4% 7.6% 7.8% 7.9% 7.9% D&A $(177) $(192) $(209) $(227) $(250) $(262) $(273) $(112) %ofSales (3.6~% (3.6~% (3.6~% (3.6~% (3.8~% (3.8~% (3.8~% EBIT $ 108 $ 157 $ 188 $233 $250 $274 $297 $458 %Margin 2.2% 2.9% 3.3% 3.7% 3.8% 4.0% 4.1 % 6.4% (-)Tax $(27) $(39) $(47) $(58) $(62) $(69) $(74) $(114) Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% NOPAT $ 81 $ 118 $ 141 $175 $ 187 $206 $223 $343 (+) D&A $ 177 $ 192 $209 $227 $250 $262 $273 112 (-) fl. in NWC (46) (49) (56) (57) (58) (42) (38) (19) H Caeex ~75} ~86} ~97} ~97} ~102} ~107} ~112} ~112} Unlevered Free Cash Flow $ 137 $ 175 $ 197 $247 $278 $ 319 $345 $324 Implied Equity Value Implied Share Price Implied Terminal EV I EBITDA 2.0 % 2.5 % 3.0 % 2.0 % 2.5 % 3.0 % 2.0 % 2.5 % 3.0 % 9.00 % $ 3,021 $ 3,243 $ 3,502 9.00 % $ 21.22 $ 22.77 $ 24.57 9.00 % 8.3 X 9.0 X 9.8 X 10.00 % $2,508 $2,668 $ 2,850 10.00 % $ 17.63 $ 18.75 $ 20.02 10.00 % 7.2 X 7.8 X 8.4 X 11.00 % $2,109 $ 2,228 $ 2,363 11.00 % $ 14.84 $ 15.68 $ 16.62 11.00 % 6.4 X 6.9 X 7.3 X Source.· Management Projections. Note.· Analysis valuation date of 31-Dec-2021.


LOGO

0 Illustrative SOTP Analysis INVESTMENT BANKING I DIVISION ($ in billions, except per share data) ‘WLINCOLN INTERNATIO NAL Illustrative SOTP Analysis SOTP Implied Premium: 10.2% • 40.4% NPV-Adj.lmplied Premium: (8.1%) • 17.6% Current 2022E EV I EBITDAI1l: $ ($ 0.2 ) X 0.3 $ 4.2 12.0 $ 2.3 ~———-~ .———-1 $0.9 ($0.3) I I $ 3.4 ,———-1 I I $ 2.4 — j_1.:.9_——Distribution GTS SmartPak Tax Breakage SOTP Implied EV Net Debt SOTP Implied Current Equity Costs Equity Value Value 2022E EBITDA2 $212 $95 $22 $329 2022E EBITDA Multiple Range 8.0x-9.0x 18.0x • 24.0x 13.8x 9.8x -12.1x Implied Value Range $1.7 -1.9B $1.7-2.3B $0.3B ($0.2)B • ($0.3)B $3.5—4.2B ($0.9)B $2.6 -3.4B $2.4B ———- Value I Share $11.95.$13.41 $12.07 . $16.06 $2.11 ($1.46) • ($1.83) $24.67. $29.75 ($6.23) $18.43. $23.53 $16.88 ———————, ($1.23) • ($1.54) $20.81 • $25.10 $15.55. $19.85 1: NPV -Value/ Share 1 $10.08—$11.31 $10.1 8—$13.55 $1.78 ($5.25) $16.88 ~———————~ Ia-———————--1I ————· :I Note. NPV calculated based 1 • : on 18-month term at 12% : -$65mm of PF Corporate Costs (vs WholeCo 2022E management est. of -$109 million inc. contingency) 1 discount rate 1 L-———————-’ Source.· Management Projections, Company filings, CapiQ, market data as of 04-Apr-2022. 12 1 Note.· Distribution and GTS level enterprise values derived by applying the stated 2022E multiples to the 2022E metric for each segment. 1 Represents street estimates for 2022E EBITDA. 2 Standalone segment-level EBITDA burdened by incremental Corporate costs of -$58 million (-$37 million distribution corporate costs+ -$7 million D&O insurance + -$15 million adding back 50% of the Whole Co take-private savings) and -$7 million allocated to Distribution and GTS, respectively


LOGO

G Illustrative LBO Overview—WholeCo I INVESTMENT BANKING ($ in millions, except per share data) DIVISION ‘WLINCOLN INTERNATIO NAL Key Assumptions Sources and Uses • Assumes transaction close at 313112022 Sources of Funds Amount x’21 E EBITDA New Revolver $0 O.Ox New 1L Term Loan $ 1,499 5.5 X • Management P&L and Operating I Investing Cash Flow forecast New 2L Term Loan $ 409 1.5 X through projection period Total Debt $ 1,908 7.0x Sponsor Equity<1 > $2 260 8.3 X Total Sources $ 4,168 15.3x • PF corporate cost savings of -$30 million through hold period Uses of Funds Amount x’21 E EBITDA Equity Purchase Price $3,133 11.5x Refinance Net Debt $ 863 3.2x • -$1.9 billion of Debt (7.00x 2021 PF Adj. EBITDA of $273M million) Transaction Fees and OlD $ 122 0.4x Min Cash $50 0.2x Total Uses $ 4,168 15.3x • -$2.3 billion of equity required for entry (@ $22 I Share Entry) Deleveraging Profile • Exit at YE 2026E with an NTM EBITDA of $566 million 7.0 X 5.9 X 4.7 X 4.0 X 3.1 X 2.5 X At Close 2022E 2023E 2024E 2025E 2026E Source.· Management Projections. (1) If CD&R rolls entire -24% stake, new sponsor equity check decreases to -$1,500M


LOGO

. Illustrative LBO Returns Summary- WholeCo I INVESTMENT BANKING ($ in millions, except per share data) DIVISION ‘WLINCOLN IN TERNATIO NAL Entry Summary Sensitivities Entry Summary Transaction Price Per Share $ 22.00 Current Share Price $ 16.88 Implied Entry Share Price13l Implied Premium to Current 30.3% FDSO 142.4 Implied IRR I MOIC Transaction Equity Value $3,133 (+)Current Net Debt $863 18.0% 12.2x 20.0% 12.4x 22.0% 12.6x Transaction Enterprise Value $3,996 1 11.0 X $21.99 $20.78 $19.67 L TM PF Adj EBITDA (2021)< > $273 NTM Exit Implied L TM Entry Multiple 14.7x EBITDA $23.80 $22.45 $21.21 12.0 X NTM PF Adj EBITDA (2022)< 1> $315 Multiple Implied NTM Entry Multiple 12.7x 13.0 X $25.62 $24.12 $22.76 Exit Summary<2> 4 Implied Entry Share Price<l Exit Summary (YE 2026) NTM PF Adj EBITDA at Exit $566 Implied IRR I MOIC Illustrative Exit Multiple (NTM) 12.0x 18.0%1 2.2x 20.0%1 2.4x 22.0%1 2.6x Illustrative Enterprise Value @ Exit $ 6,798 (-) Net Debt @ Exit (1,269) $555 $23.11 $21.77 $20.56 Equity Value @ Exit $ 5,528 NTM Exit $566 $23.80 $22.45 $21.21 Initial Equity Investment $2,260 EBITDA MOIC 2.4 X $24.40 $23.04 $21.80 $575 Illustrative Sponsor IRR 20.7% Source.· Management Projections. (1) Assumes $30M of pro forma corporate cost savings applied to management projections. (2) Excludes potential management promote from analysis. (3) Assumes management case is achieved throughout projection period (4) Assumes 12.0x NTM Exit EBITDA Multiple.


LOGO

mustrative LBO Overview—Sale of GTS I 8 INVESTMENT BANKING ($ in millions, except per share data) DIVISION ‘WLINCOLN INTERNATIO NAL Key Assumptions Sources and Uses • Sponsor sells SmartPak, spins Distribution to its shareholders Sources of Funds x’21 E EBITDA and sell the remainder of Covetrus to a Strategic (GTS at that Amount WholeCo Distr. point) New Revolver $0 O.Ox O.Ox New 1 L Term Loan $ 941 3.2x 4.8x Sale of SmartPak at $300 million, less tax leakage based on $66M basis and 25% tax rate New 2L Term Loan $ 248 0.8x 1.3x Total Debt $ 11189 4.0x 6.0x Sponsor Equity $ 806 2.7x 4.1x Taxes triggered on the spin of Distribution Third Party Purchase of GTS I SmartPak(1l $2,697 9.1x 13.6x Excess Cash on the Balance Sheet $ 50 0.2x 0.3x • Distribution tax basis of $1,200 million and 25% tax rate (includes Total Sources $ 41742 16.0x 23.9x $24 million reduction of tax burden due to available tax attributes) Uses of Funds • Total cash flow at Distribution through hold period of $608 million x’21 E EBITDA when including the tax benefit from the step up in value and Amount WholeCo Distr. associated amortization ($447 million without including this Equity Purchase Price $ 3,706 12.5x 18.7x benefit) Refinance Net Debt $ 863 2.9x 4.4x Minority Interest Purchase $ 23 0.1x 0.1x •—$35 million of PF corporate costs allocated to RemainCo P&L Transaction Fees and OlD $ 100 0.3x 0.5x Min Cash $ 50 0.2x 0.3x •—$1.2 billion of Debt (6.00x LTM PF Adj. EBITDA of $198 million) Total Uses $ 4,742 16.0x 23.9x Deleveraging Profile •—$810 million of sponsor equity required • YE 2025E exit on RemainCo NTM EBITDA of $391 million 6.0 X 4.6 X 3.4 X 2.4 X -1.6 X At Close 2022E 2023E 2024E 2025E Source.· Management Projections. ( 1) Net of tax impact


LOGO

8 mustrative LBO Returns Summary—Sale of GTS1NvEsTMENT BANKING I ($ in millions, except per share data) DIVISION ‘WLINCOLN INTERNATIO NAL Entry Summary Sensitivities Entry Summary Implied Sponsor IRR Transaction Price Per Share $ 26.00 Distribution Multiple at Entry I Exit Current Share Price $ 16.88 Implied Premium to Current 54.0% S.Ox 8.5x 9.0x FDSO 142.5 12.3% 42.5% 39.3% 36.8% Transaction Equity Value $ 3,706 ‘22E • ‘26E (+)Current Net Debt $ 863 Distribution 8.3% 34.1% 31.3% 29.1% (+)Current Minority Interest $ 23 EBITDA CAGR 4.3% 25.1% 22.7% 20.8% WholeCo Transaction Enterprise Value $4,592 NTM PF Adj. EBITDA (2022)1’l $352 Implied WholeCo NTM Entry Multiple 13.1x GTS (less SmartPak) Purchase Price for Strategic Implied Distribution Valuation $1,995 Distribution Multiple at Entry 1 Exit Distribution NTM PF Adj. EBITDA (2022)1’l $235 8.0x 8.5x 9.0x Implied Distribution NTM Entry Multiple 8.5x Distribution ($25.0) $2,657 $2,565 $2,473 Implied GTS + SmartPak Valuation • Net of Taxes $2,697 $ 117 Corporate Cost ($35.0) $ 2,718 $2,630 $2,542 GTS + SmartPak NTM PF Adj. EBITDA (2022)(1) Assumption Implied Distribution NTM Entry Multiple 23.0x ($45.0) $2,779 $2,695 $ 2,611 Exit Summary(2) Implied WholeCo CVET Entry Share Price Distribution Multiple at Entry I Exit Exit summary S.Ox 8.5x 9.0x NTM Distribution PF Adj. EBITDA at Exit (2025 YE) $ 391 $ 21.69 $22.51 $23.34 $2,200 Illustrative Exit Multiple (NTM) 8.5x Net Proceeds Illustrative Enterprise Value @ Exit $ 3,322 for GTS I $2,500 $23.80 $24.62 $ 25.44 (·) Net Debt@ Exit (531) SmartPak Equity Value @ Exit $2,800 $25.90 $26.72 $27.55 $ 2,791 Initial Equity Investment $806 MOIC 3.5 X Illustrative Sponsor IRR 39.3% Source.· Management Projections. (1) Assumes $35M and $7M pro forma costs for Distribution and GTS businesses, respectively (2) Excludes potential management promote from analysis. 161 Note.· Most recent proposal from- valued GTS business (without SmartPak) at $1,850M to $2,050M, an implied 21—23x 2022 EBITDA multiple


LOGO

G Framework for Next Steps INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Process Objectives Process Framework • -4 weeks to reach a final proposal, including:—Valuation Financing commitment—Mark up of merger agreement • Maintain momentum, with potential • Immediately open next level of diligence announcement by May earnings call • Facilitate expert sessions and management calls • Offer in person if preferred • Allow outreach to select financing sources (with • Enable competitive tension by parallel management approval) processing WholeCo consortium and • Connect the two parties this week to enable appropriate CDAs between them • • Provide pricing guidance to ensure • Have introductory discussion with both parties, parties are focused at appropriate Padlock management and GS to discuss valuations preliminary structure and approach • Ask for mid-April check in on progress and value Valuation • Board to determine threshold for transaction • Potentially guide to “mid to high 20s” or “above a Guidance market standard premium” to the current price


LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL • Supplemental Materials


LOGO

Comparison of Management Forecast to INVESTMENT BANKING I Wall Street Estimates DIVISION ‘WLINCOLN ($ in millions) INTERNATIO NAL $ Revenue Comparison % Revenue Growth Comparison Street expects 20251: Revenue to be -7% below Manaaement plan 2022E 2023E 2024E 2025E 2022E 2023E 2024E 2025E $ EBITDA Comparison % EBITDA Margin Comparison $459 $389 2022E 2023E 2024E 2025E 2022E 2023E 2024E 2025E • Street Estimates • Management Estimates Source.· Management Projections and Wall Street Broker Estimates.


LOGO

Operational Peer Benchmarking INVESTMENT BANKING I Management Projections DIVISION ‘WLINCOLN IN TERNATIO NAL 2021 E- 2023E Revenue Growth 2021E- 2023E EBITDA Growth1 18.5 % 25.3 % 23.2 % 19.8 % 18.3 % 9.8 % 8.7 % 7.9 % 7.5 % 5.7 % 8.2 % CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health Distribu ion HCIT Animal HealthE-Commerce Distribu ion HCIT Animal HealthE-Commerce Solutions Solutions 2022 Gross Margin 2022 EBITDA Margin1 27.7 % 58.5 % 23.3 % 37.5 % 33.9 % 13.0 % 27.6 % 16.5 % 6.0 % 5.7 % CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health Distribu ion HCIT Animal HealthE-Commerce Distribu ion HCIT Animal HealthE-Commerce Solutions Solutions Source. CVET based on management projections, peers based on IBES estimates as of 04-Apr-2022 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express and Chewy; Companions Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health. 1Covetrus business units EBITDA burdened by corporate cost and contingency based on revenue contribution.


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I Street Consensus DIVISION ‘WLINCOLN INTERNATIO NAL EV I 2022E EBITDA 153.7 X 16.9 X 12.0 X 11.6 X CVET Distribution Profitable HCIT Companion Animal Health Animal Health E-Commerce Solutions 07 -Dec-2021 12.8x 8.8x 17.2x 16.5x 43.1x EV I 2023E EBITDA 62.0 X 15.2 X 10.6 X 11.2 X CVET Distribution Profitable HCIT Companion Animal Health Animal Health E-Commerce Solutions 07 -Dec-2021 11.3x 8.2x 13.8x 14.7x 28.9x Source: CVET and peers based on IBES estimates as of 04-Apr-2022 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express and Chewy; Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health.


LOGO

Covetrus Multiple Has Recently Contracted INVESTMENT BANKING I DIVISION Since All-Time High Levels Achieved in Early ‘21 ‘WLINCOLN IN TERNATIO NAL NTM EV I EBITDA 40x 07-Dec-2021 ll Since Ave rase 2Y 1Y 1M 07-Dec-2021 High Low Covetrus 16.1 X 14.5 X 11.5 X (1.2)x 24.4 X 8.4 X Distribution’ 8.8 8.9 9.9 1.5 10.4 6.7 ~10.3x Current Animal Health Companion Animal Health3 20.6 22.0 19.0 (3.9) 24.5 11.6 E-Commerce Solutions Prof“rtable HCIT 15A 17.5 16.8 0.9 19.5 9.2 Multiple2 01 30x S&P 500 15.4 15.5 14.3 (1.0) 16.7 10.2 Q. E ::J :E ~ 0 1- m w -g 20x .r::- 19.0 X .21 ~ 17.8x Ql E ~ 14.5 X :E 1- 11.5 X z 10x 10.2 X Ox Feb-2019 Oct-2019 May-2020 Jan-2021 Aug-2021 Apr-2022—covetrus—Distribution’—companion Animal Health3—Profitable HCIT4—High Growth HCIT—s&P 500 Source: Bloomberg, CIQ and IBES, as of 04-Apr-2022. ‘Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. ‘E-Commerce Solutions includes Chewy and PetMed Express. •companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. •Profitable HCIT includes lnvova/on, Evolent, Gerner, Change Healthcare, Health Equity, R1, IQVIA, and Si ni Health. 221


LOGO

Profitable HCIT Valuation Benchmarking INVESTMENT BANKING I Street Consensus ($ in millions) DIVISION ‘WLINCOLN INTERNATIO NAL EV I 2022E EBITDA 34.5 X 24.3 X X 23.2 Median: 16.9 x 16.9 X 1- 14.8 X—12.1 X—10.6 X evolento · Q..Cerner· CHL¥NGE covetrus R1, IQV IA ¥‘ signifyhealth HEALTH HEALTHCARE GTS 1 2 EV $2,971 $ 6,099 $ 13,738( ) $ 56,965 $ 3,203 $ 29,028( ) $ 12,106 YoY Rev Growth(3J 17.5 % 8.7 % 14.4 %(1) 10.1% 20.0 % 3.6 % 5.8 % 18.0 % 22 Gross Margin 28.2 % 26.0 % 9.5 % 46.8 % 61.1% 33.9 % YoY EBITDA 1 40.8 % 17.0 % 19.4 %( ) 11.4 % 28.5 % 6.7 % 8.2 % 30.7 % Growth(3l 22 EBITDA Margin 8.8 % 33.0 % 27.7 %(1) 22.5 % 22.5 % 33.8 % 32.2 % 13.0 % 7-Dec-21 EV / 2022E EBITDA Multiple 32.4 X 19.2 X 13.6 X 18.9 X 17.2 X 11.1 X 9.4 X Source.·JBES estimates as of 11-Mar-2022, management projections (1) Pro forma for C/oudmed acquisition. (2) Unaffected EVas of 1211612021. (3) Reflects CY 2022E—CY 2023E growth.


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I Street Consensus DIVISION ‘WLINCOLN IN TERNATIO NAL EV I 2022E EBITDA 293.7 X 34.5x 21.8 X 21.8 X 16.9 X 12.1 X 10.6 X Source: CVET and peers based on IBES estimates as of 04-Apr-2022 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, JQVIA, and Signify Health.


LOGO

Valuation Peer Benchmarking I INVESTMENT BANKING Street Consensus DIVISION ‘WLINCOLN INTERNATIO NAL EV I 2023E EBITDA 110.8 X 24.5x 18.3x 18.3x 15.2 X 11.5 X 11.3 X 9.8 X Source: CVET and peers based on IBES estimates as of 04-Apr-2022 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express; Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, JQVIA, and Signify Health.


LOGO

MWI’s Pre-Transaction Trading Levels and INVESTMENT BANKING I Historical Premium to Distributors DIVISION ‘WLINCOLN IN TERNATIO NAL NTM EV I EBITDA CVET Current NTM Ave rase 5Y 3Y 2Y 1Y 20x EV/EBITDA: MWI 12.8 X 14.1 X 14.8 X 14.6 X 11.5x Distributors· 7.8 8.3 9.2 9.8 Premium 5.0 5.8 5.6 4.8 ~ 16x 15.9 X ~ :::s ::E Distributors Current NTM ~ EV/EBITDA: iii 10.2 x ~s 12x .t: Cl 10.4 ~ X Q) E Implied i7 Sx ~ z CVET Premium to Distributors: 1.1 X 4x Ox +———————-~———————~———————~———————~——————~ Jan-2010 Jan-2011 Jan-2012 Jan-2013 Jan-2014 Jan-2015—MWI—Distributors• Source.· Bloomberg, IBES, as of 04-Apr-2022 1Distrubutors includes ABC, CAH, and MCK. Note. Above metrics as of undisturbed date of 12-Jan-2015


LOGO

Recent Healthcare Leveraged Finance Activity INVESTMENT BANKING I DIVISION As of April 1, 2022 ‘WLINCOLN INTERNATIO NAL Market Highlights Loans Date Priced CCR Structure Size Maturity Spread Floor OlD ,, ....1 SOFR+CSA • Press Ganey priced a $400 million 1 L TL due 2026 312912022 82 I 8- 1L TL $205 2027 1.00% 96.50 Help”’ Home +500 at SOFR + CSA(75) + 375 @ 99.05 -..owens SOFR+CSA ~&Minor 312412022 8a3 I 88- 1L TL 600 2029 +375 0.50% 98.50 Proceeds will be used to fund a portion of the acquisition of Forsta ~FOREFRONT DERMA TOI.OGY 312312022 82 I 8 1L TL & DDTL 635 2029 SOFR+425 0.50% 98.00 Goldman Sachs was Joint Lead Arranger 2/2512022 83 I 8- 1L TL 135 2028 L+400 0.50% 98.50 ( n)thrive· • Pediatric Associates priced a $660 million 1 L TL and a $100 million DDTL due 2029 at L(50) + 325 2/2512022 83 I 8- 2L TL 40 2029 L+675 0.50% 98.00 @ 99.50 PointCiickCare· 2/2412022 82 I 8 1L TL 400 2027 SOFR+400 0.75% 98.50 Proceeds will be used to support a recapitalization and partial equity sale of the 0 2/2312022 82 I 8 1L TL 200 2028 L+425 0.50% 99.25 business e PR E SS GANEY’ SOFR+CSA 2/1712022 83 I 8- 1L TL 400 2026 0.75% 99.05 Goldman Sachs was Joint Lead Arranger +375 SOFR+CSA 2/15.2022 82 I 8 1L TL 595 2027 0.75% 90.00 • Athenahealth priced a $5,900 million 1 L TL and a +650 $1,000 million DDTL at SOFR(50) + 350@ 99.50 and $2,350 million senior unsecured notes due IICQY!S 2/1512022 82 I 8 1L TL 3501 2027 E+650 0.00% 90.00 2030 at 6.500% SOFR+CSA 2/1512022 82 I 8 2L TL 312 2029 +975 1.00% -Proceeds will be used to support the $17 billion buyout of the company by 8ain Capital and i PEDIATRIC 21812022 82 I 8 1L TL & DDTL 760 2029 L+325 0.50% 99.50 H&F ASSOCIATES’ ~I athena health 112712022 83 I 8- 1L TL & DDTL 6,900 2029 SOFR+350 0.50% 99.50 Goldman Sachs was Lead Left 8ookrunner on unsecured notes and Joint Lead Arranger on the term loan HIGH YIELD Date Priced Tranche Structure Size Maturity Coupon Yield Price @ • Bausch Health priced a $2,500 million 1 L TL at 312312022 8a3 I 8+ Sr. Secured $200 2030 6.750% 7.000% 98.52 embecta SOFR + CSA(50) + 525@ 99.00 and $1,000 million senior secured notes due 2027 at 6.125% -..owens ~&Minor 312312022 82 I 8 Sr. Unsecured $500 2030 6.625% 6.625% 100.00 Proceeds will be used to refinance the M:DNAX. 2/312022 8a3 I 8+ Sr. Unsecured 400 2030 5.375% 5.375% 100.00 company’s existing term loan 8 and notes National Medical Grouo ~II· Goldman Sachs was Joint Lead Arranger athena health 112712022 Caa2 I CCC Sr. Unsecured 2,350 2030 6.500% 6.500% 100.00

EX-99.(c)(14)

Exhibit (c)(14)

 

LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Strictly Private and Confidential April 20, 2022


LOGO

Disclaimer INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Covetrus (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.


LOGO

Update on Process Developments Since INVESTMENT BANKING I Board Meeting on April 7, 2022 DIVISION ‘WLINCOLN INTERNATIO NAL • Since the board meeting on April 7, 2022, Goldman Sachs (“GS”) and Lincoln have engaged with all parties in the next steps •—Very active in detailed diligence—3 meetings held, including a full day in-person diligence session, with [6] more scheduled I requested across subject matters including financial, legal, IT, HR, insurance, and other diligence workstreams, and engaged several external advisors and consultants—Have confirmed ability to move on accelerated timeline—Understand we need to see valuation improvement for the board to align on a transaction • — has decided to exit the process after the initial wave of diligence—Key areas of feedback focused on the macro dynamic of consolidation, the need to execute on several cost-savings initiatives, as well as the nascent nature of the prop brands strategy—Given importance of-as a customer they were transparent in highlighting potential hurdles — remains engaged and wants to acquire the technology business—They are in a holding pattern given—and awaiting direction on next steps—Have indicated value of $1.85bn—$2.05bn, which implies a multiple range of -21x to -23x 2022E EBITDA< 1 ·- >—Initial dialogue with the CEO, scheduling management presentation—Expressed sensitivity on information sharing (1) GTS EBITDA in- proposal includes NA GTS, International PIMS, assumes -$10M of PF corporate costs and excludes SmartPak.


LOGO

Potential Pathways to Pursue INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL covetrus I I a a Sell Tech I Distribution’ Standalone Status Quo Remains Public Company • Immediate liquidity for • Shareholders retain full exposure • Unlock embedded value within the shareholders at a premium to to upside technology segment current market valuation • Current plan shows pathway to • Expect robust demand in a • Strong process momentum with meaningful value creation over competitive auction for technology potential to sign prior to earnings time • Threshold valuation and potential • Execution risk for current plan, • Tax leakage of any separation for missed upside including ongoing business uncertainty and impact of ongoing • Operational impact, both resources • Limited alternatives to unlock full consolidation and effort to separate as well as embedded value of tech business potential negative impact to • Limited ability to rerate multiple distribution given relative weighting of distribution • Strength of standalone distribution equity story • Market volatility continues to weigh on stock price (current stock price of $16.23 and YTD price performance of -19%) Note: Market data as of 19-Apr-2022.


LOGO

Illustrative Present Value of Future Share Price I INVESTMENT BANKING Analysis DIVISION ‘WLINCOLN NTM EV I EBITDA Multiple Method 1 ($ in millions, except per share data) INTERNATIO NAL —————-, Illustrative FSP Analysis PVFSP at Year End 2023 : Illustrative : I NTM EV I EBITDA I $40 NTM EBITDA Multiple I I .... 13.5x -ll- 12.5x $35 10.5 X 11.5 X 12.5 X 13.5 X -ll- 11.5x $30 ;::; 72.0 % $ 13.01 $ 14.60 $ 16.19 $ 17.79 -ll- 10.5x Cl)co cu c:- EBITDA CAGR: cuD.—8%(3} .....~— $25 Current E- ‘- tJj 86.0 % $ 16.26 $ 18.16 $20.06 $21.96 CVET NTM EBITDA $20 ‘t:0 ·=cu EBITDA CAGR: -13%13 1 Multiple: Cl) C) 11.0 X a..<C 100.0 % $ 19.51 $21.72 $23.93 $ 26.14 $15 EBITDA CAGR: Current FYE 2022 FYE 2023 FYE2024—17%13 1 NTM EBITDA $349 $397 $459 PVFSP at Year End 2024 Illustrative 11.5 X 11.5 X 11.5 X NTM EBITDA Multiple NTM EBITDA Multiple Implied Future EV $4,018 $4,564 $5,282 10.5 X 11.5 X 12.5 X 13.5 X (-) Net Debt (790) (680) (536) Implied Future Equity Value $3,228 $3,884 $ 4,747 E 72.0 % $ 14.68 $ 16.33 $ 17.97 $ 19.62 FDSO 142.4 142.6 142.7 Cl) c: o cu EBITDA CAGR: c:— 8%(3} cuD. Implied Future Stock Price $22.66 $27.25 $33.27 E- $ 18.04 $20.00 ‘- tJj 86.0 % $21.97 $23.93 Present Value of Future EBITDA CAGR: $20.23 $21.72 $23.68 0 ·= Stock Price1 ‘t: cu 3 Cl) C) -13%1 1 a..<C % Premium to Current 24.7 % 33.8 % 45.9 % 100.0 % $ 21.40 $23.68 $25.97 $28.25 EBITDA CAGR: as of 19-Apr-2022. Valuation date of 31-Mar-2022. 3 Source. Management Projections. Market data—17%1 1 Note. Analysis assumes NTM EV/EBITDA multiple applied to forward year EBITDA and utilizes projected net debt per management projections. 1 Future stock price discounted back to today utilizing an illustrative 12% cost of equity 2 Assumes performance against plan reduction applied to FY 2023- 2025 EBITDA 3 Reflects Who/eGo consolidated ‘21A—‘25E EBITDA CAGR.


LOGO

Sensitivity Analysis—Future Share Price INVESTMENT BANKING I DIVISION ‘WLINCOLN IN TERNATIO NAL Impact to FYE 2023 Future Impact to FYE 2024 Future Scenarios Considered Share Price Share Price Base Case: 2025E Dist. Revenue: $4,850M 2025E Pre-Corp Dist. EBITDA: $412M Base Case: $23.68 ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -14% Base Case: $21.72 ‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -17% 25% Downside: r- 2025E Dist. Revenue: $4, 740M (/) 2025E Pre-Corp Dist. EBITDA: $379M $20.23 1$1.49 $21.79 c ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -12% —..0 ‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -15% c. ~ E~ 50% Downside: ·- ~—— ~ (/) 2025E Dist. Revenue: $4,630M .c (/) $18.77 I ($2.95) $19.96 I ($3.72) ·~ 2025E Pre-Corp Dist. EBITDA: $347M <( t) c ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -10% ._—- L-— ·- 0 ‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -13% 0:+: ‘- ns c.(1) 75% Downside: .. ——- a-—— 0 2025E Dist. Revenue: $4,520M $17.35 I ($4.37) $18.20 ($5.48) 2025E Pre-Corp Dist. EBITDA: $316M ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -7% L..——-‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -11% Full Downside: ——— ~———- ... 2025E Dist. Revenue: $4,410M $15.97 I ($5.75) $16.50 ($7.18) 2025E Pre-Corp Dist. EBITDA: $286M ‘21A- ‘25E Pre-Corp Dist. EBITDA CAGR: -5% L..———-‘21A- ‘25E WholeCo Consolidated EBITDA CAGR: -8% Downside cases assume annual revenue reduction of up to $100M, and pre-corp Dist. EBITDA margin growth reduction of up to 50 bps Source.· Management Projections. 51 Note. Base case assumes 11.5x NTM EBITDA and net debt of $680mm in YE 2023 and $536mm in YE 2024. Future stock price discounted back to today utilizing an illustrative 12% cost of equity.


LOGO

Illustrative Discounted Cash Flow Analysis I INVESTMENT BANKING ($ in millions, except per share data) DIVISION ‘WLINCOLN INTERNATIO NAL Illustrative Unlevered Free Cash Flow Management Forecast Extrapolation 2022E 2023E 2024E 2025E 2026E 2027E 2028E Terminal Total Sales $ 4,916 $ 5,330 $ 5,775 $ 6,233 $ 6,600 $ 6,918 $ 7,208 $ 7,208 Rev % Growth 7.5% 8.4% 8.4% 7.9% 5.9% 4.8% 4.2% Total Adj. EBITDA $285 $349 $397 $459 $500 $537 $570 $ 570 %Margin 5.8% 6.6% 6.9% 7.4% 7.6% 7.8% 7.9% 7.9% D&A $(177) $(192) $(209) $(227) $(250) $(262) $(273) $(112) %ofSales (3.6~% (3.6~% (3.6~% (3.6~% (3.8~% (3.8~% (3.8~% EBIT $ 108 $ 157 $ 188 $233 $250 $274 $297 $458 %Margin 2.2% 2.9% 3.3% 3.7% 3.8% 4.0% 4.1 % 6.4% (-)Tax $(27) $(39) $(47) $(58) $(62) $(69) $(74) $(114) Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% NOPAT $ 81 $ 118 $ 141 $175 $ 187 $206 $223 $343 (+) D&A $ 177 $ 192 $209 $227 $250 $262 $273 112 (-) fl. in NWC (46) (49) (56) (57) (58) (42) (38) (19) H Caeex ~75} ~86} ~97} ~97} ~102} ~107} ~112} ~112} Unlevered Free Cash Flow $ 137 $ 175 $ 197 $247 $278 $ 319 $345 $324 Implied Equity Value Implied Share Price Implied Terminal EV I EBITDA 2.0 % 2.5 % 3.0 % 2.0 % 2.5 % 3.0 % 2.0 % 2.5 % 3.0 % 9.00 % $ 3,021 $ 3,243 $ 3,502 9.00 % $ 21.22 $ 22.77 $ 24.57 9.00 % 8.3 X 9.0 X 9.8 X 10.00 % $2,508 $2,668 $ 2,850 10.00 % $ 17.63 $ 18.75 $ 20.02 10.00 % 7.2 X 7.8 X 8.4 X 11.00 % $2,109 $ 2,228 $ 2,363 11.00 % $ 14.84 $ 15.68 $ 16.62 11.00 % 6.4 X 6.9 X 7.3 X Source.· Management Projections. Note.· Analysis valuation date of 31-Dec-2021.


LOGO

Illustrative SOTP Analysis INVESTMENT BANKING I DIVISION ($ in billions, except per share data) ‘WLINCOLN IN TERNATIO NAL Illustrative SOTP Analysis -$99mm of PF Corporate Costs including contingency (vs. WholeCo 2022E management est. of -$109 million inc. contingency) SOTP Implied Premium: 5.3%—38.5% Incremental $1OM at 1 O.Ox reduces implied value by -$0.1 bn and value per share by 70 cents $4.1 —- _$_2_:~—- r-————., I $0.9 $ 3.2 r-————., I $2.3 $ 1.7 Current 2022E —-_$_t l!.—-EV I EBITDAI1l: $ 2.4 11.6 X Products I Services GTS SOTP Implied EV Net Debt SOTP Implied Current Equity Value (Includes SmartPak) Equity Value 2022E EBITDA2 $200 $95 $295 2022E EBITDA Multiple Range 8.0x -9.0x 18.0x • 24.0x 11.2x -13.8x Implied Value Range $1.6 -1.88 $1.7 -2.38 $3.3 -4.18 ($0.9)8 $2.4 -3.28 $2.38 Value I Share $11.26 • $12.64 $12.06. $16.06 $23.32. $28.70 ($6.22) $17.09. $22.48 $16.23 Source.· Management Projections, Company filings, Cap/Q, market data as of 19-Apr-2022. 1 7 Note.· Distribution and GTS level enterprise values derived by applying the stated 2022E multiples to the 2022E metric for each segment. 1 Represents street estimates for 2022E EBITDA. 2 Full Corporate costs for GTS and Standalone Products I Services assumes $10M of cost savings relative to Who/eCo LRP ($7M corporate costs allocated to GTS and $92M allocated to standalone products I services, including $20M of contingency expense).


LOGO

Illustrative Monetization of GTS via Strategic INvEsTMENT BANKING I Sale with Remaining Distribution Public Company {1/2) olvlsloN ~W~,~~5}?.~N ($ in millions, except per share data) Illustrative GTS Proceeds Implied RemainCo Value 2022E 2022E GTS EBITDA (Pre Corp.) $102 Distribution EBITDA (Pre Corp.) $ 270 (-)Pro Forma Corporate Expense $(7) (-) Pro Forma Corporate Expense and Contingency $(92) GTS EBITDA (Pro Forma) $95 Pro Forma Distribution EBITDA $178 GTS Purchase Multiple 25.0 X Assumed Trading Multiple 8.0 X Implied GTS Purchase Price (Pre-SmartPak) $2,383 RemainCo Enterprise Value $ 1,426 (+) SmartPak Value 300 (-) Existing Net Debt $(886) .—————————————————————--i-——-i Total GTS Purchase Price $2,683 : (+) Net Proceeds from Sale 1 $ 2,5921 ————————————————————————————-1111 ~———~ (-)Tax Leakage ($91) : RemainCo Equity Value $3,132 ————————————————————————-,———————-: t __________________________________________ _. ____ -.JNet Proceeds from Sale of GTS 12 I $22.00 : $2,592 : 1 Implied Equity Value 1 Share ‘ I r-——— Memo: Present Value I Share (12% Ke; 18 Months) !,. ______ 1 $18.56 ,: Implied Equity Value per Share Present Value of Implied Equity Value per Share GTS Purchase Multiple I Price GTS Purchase Multiple I Price 23.0x I $2.2B 25.0x I $2.4B 27.0x I $2.6B 23.0x I $2.2B 25.0x I $2.4B 27.0x I $2.6B 7.5x $20.19 $ 21.53 $22.87 7.5x $ 17.04 $ 18.17 $ 19.30 RemainCo $20.66 r-——— $23.34 RemainCo r-———2022E Multiple S.Ox 1!,. ______ ..$22.00 : 2022E Multiple S.Ox $17.43 L_~2~~-j $ 19.69 8.5x $ 21.13 $ 22.47 $23.81 8.5x $ 17.83 $ 18.96 $20.09 Source.· Management Projections. 81 Note.· RemainCo EBITDA burdened by incremental Corporate costs of -$92 million (includes $20 million of contingency and with the $7 million of allocated GTS corporate costs, assumes $10 million of cost savings relative to WholeCo management LRP). (1) Tax triggered by Products I Services business and SmartPak. (2) Assumes CVET fully diluted shares of -142M


LOGO

Illustrative Monetization of GTS via Strategic INvEsTMENT BANKING I Sale with Remaining Distribution Public Company {2/2) olvlsloN ~W~,~~5}?.~N ($ in millions, except per share data) Required GTS Gross Proceeds at Various CVET Share Prices Sensitivity Analysis CVET Price per Share $20.00 $22.00 $24.00 $26.00 Gross GTS Purchase Price Shares outstanding 142.3 142.4 142.5 142.5 Equity Value $2,847 $3,133 $3,420 $3,706 WholeCo Price per Share $20.00 $22.00 $24.00 $26.00 ( +) Net Debt/ Minority Interest $886 $886 $886 $886 7.5x $2,165 $2,451 $2,737 $3,023 Enterprise Value $3,733 $4,019 $4,306 $4,592 Remain Co 2022E Multiple 8.0x $2,098 $2,384 $2,670 $2,957 2022E Distr bution EBITDA (Pre-Corp) $270 $270 $270 $270 8.5x $2,031 $2,317 $2,603 $2,890 Pro Forma Corporate Expenses ($92) ($92) ($92) ($92) RemainCo Pro Forma EBITDA $178 $178 $178 $178 Assumed Trading Multiple 8.0 X 8.0 X 8.0 X 8.0 X Pro Forma RemainCo Enterprise Value $1,426 $1,426 $1,426 $1,426 Gross GTS Purchase Price Net Proceeds from Smart Pak $300 $300 $300 $300 Present Value of WholeCo Price per Share Required Net Proceeds from Sale of GTS $2,007 $2,293 $2,579 $2,865 $20.00 $22.00 $24.00 $26.00 1 $91 $91 $91 $91 Tax Leakage<l Required Gross Proceeds from GTS $2,098 $2,384 $2,670 $2,957 7.5x $2,695 $3,034 $3,374 $3,713 Remain Co Implied EV I ‘22E EBITDA 22.0 X 25.0 X 28.0x 31.0 X 2022E Multiple 8.0x $2,628 $2,967 $3,307 $3,646 Memo: CVET NPV Price per Share (Ke = 12%, 18 Months) $16.87 $18.56 $20.25 $21.94 8.5x $2,561 $2,901 $3,240 $3,579 Source.· Management Projections. 91 Note.· RemainCo EBITDA burdened by incremental Corporate costs of -$92 million (includes $20 million of contingency and with the $7 million of allocated GTS corporate costs, assumes $10 million of cost savings relative to Whole Co management LRP). ( 1) Tax triggered by Products I Services business and SmartPak.


LOGO

Illustrative Value in a Sum of the Parts Approach INvEsTMENT BANKING I ($ in millions, except per share data) 1 Management Projections DIVISION ‘WLINCOLN INTERNATIO NAL Structure #1: Illustrative Transaction Summary Structure #2: Illustrative Transaction Summary Sponsor Take Private, Sponsor Sells SmartPak, then Sponsor Spins Sponsor Take-Private with Sale of GTS to Strategic and Products I Services and Sells GTS Sale of SmartPak Illustrative CVET Value Per Share $20.00 $22.00 $24.00 $26.00 Illustrative CVET Value Per Share $20.00 $22.00 $24.00 $26.00 CVET Diluted Shares Outstanding 142.3 142.4 142.5 142.5 CVET Diluted Shares Outstanding 142.3 142.4 142.5 142.5 Implied Equity Value $2,847 $3,133 $3,420 $3,706 Implied Equity Value $2,847 $3,133 $3,420 $3,706 ! +2Net Debt I Minori~ Interest $886 $886 $886 $886 !+2Net Debt I Minori~ Interest $886 $886 $886 $886 Illustrative Entererise Value $3,733 $4,019 $4,306 $4,592 Illustrative Entererise Value $3,733 14,019 14,306 $4,592 Fees & Expenses $100 $100 $100 $100 (+)Fees & Expenses $100 $100 $100 $100 Estimated Tax Leakage $204 $204 $204 $204 !+!Estimated Tax LeaKage $502 $598 $693 $789 Illustrative Total Transaction Value $4,037 $4,323 $4,609 $4,896 Illustrative Total Transaction Value $4,335 $4,717 $5,099 $5,481 Illustrative Products & Services Ente!Erise Value $1,878 $1,878 $1,878 $1,878 Illustrative Products & Serv1ces Enterpnse Value $1,878 $1,878 $1,878 $1,878 Implied 2022E MUltiple Metric: $235mm 8.0 x 8.0x 8.0x 8.0 x Implied 2022E MUltiple Metric: $235mm 8.0x 8.0 x 8.0x 8.0x Net New Sponsor Equity(2) $688 $688 $688 $688 Net New Sponsor Equity(2) $688 $688 $688 $688 Illustrative Value of SmartPak $300 $300 $300 $300 Illustrative Value of SmartPak $300 $300 $300 $300 Illustrative GTS Purchase Price $1,859 $2,146 $2,432 $2,718 Illustrative GTS Purchase Price $2,158 $2,540 $2,921 $3,303 EV 12022E GTS EBIIDA Metric: $95mm 19.5 x 22.5x 25.5x 28.5 x $301 $354 $407 $460 Full Value ofT ax Step Up to- EV 12023E GTS EBIIDA Metric: $128mm 14.6 X 16.8 X 19.1 X 21.3 x Net Price of GTS Assuming 100% of Value is Paid For $1,857 $2,186 $2,514 $2,843 EV 12022E GTS EBIIDA Metric: $95mm 19.5x 22.9x 26.4 X 29.8x EV 12023E GTS EBIIDA Metric: $128mm 14.6 x 17.1 X 19.7 X 22.3x Total Entry Price Per Sharel’l Total Entry Price Per Share~l ProdJServ. Entry Value / 2022E Multiple Prod./Serv. Entry Value / 2022E Multiple $1,760 / 7.5x $1,878 I 8.0x $1,995 / 8.5x $1,760 / 7.5x $1,878 I 8.0x $1,995 I 8.5x $1,800 $ 18.97 $ 19.59 $ 20.20 $2,100 $ 18.88 $ 19.70 $20 52 Gross GTS GTS Entry Entry Value I Implied 2022E $2,100 $ 21.07 $ 21.68 $ 22.30 Value / Implied $2,500 $ 20.97 $ 21.79 $22.61 Multiple 2022E Multiple $2,400 $ 23.16 $ 23.78 $ 24.39 $2,900 $ 23.07 $ 23.89 $24.71 Source: Management Projections, Company filings, Capitai iQ. Note: GTS includes North America GTS and International PIMS. Corporate costs of $35M for Products I SeNices business and $7M for GTS. 10 1 (1) Assumes SmartPak sale at $300M. (2) Debt assumptions include 4.75x 1L TL@ SOFR + 4.75%, 97.5% OlD; 1.25x 2L TL@ SOFR + 7.75%, 97.5% OlD for total debt of $1.2 billion, and assumes no rollover from CD&R. At $22.00 per share, CD&R could roll a portion of their -$750M stake in the business to reduce new sponsor required equity.


LOGO

Considerations Regarding Engagement I INVESTMENT BANKING DIVISION ‘WLINCOLN INTERNATIO NAL Considerations • Robust engagement driven by CEO and executive leadership, with a focus on GTS • No clear partner for- at this time • Have indicated value of $1.85bn—$2.05bn, which implies a multiple range of—21x to -23x • Balance optionality with being 2022E EBITDA (including NA GTS, considerate of International PIMS, assuming -$1OM of PF corporate costs and excluding SmartPak) • Consider a few alternatives: • Open to discussing enhanced commercial arrangement to benefit distribution—Proceed with diligence “on spec” that a partner will avail themselves or leading party will want to engage—Ask them to find a partner (given our broad process, unlikely there • Their ability to pay for GTS can enable is one unidentified) WholeCo valuation—Ask them to stand-down with • TPG I CD&R have been hesitant to commit to appropriate encouragement of the though valuation may necessitate the longer -term optionality validation from- • Currently in a holding pattern without a natural partner Recommend being transparent but encouraging them to continue engagement to be on the front foot should things evolve


LOGO

INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL • Supplemental Materials


LOGO

Partner Deal Alternatives INVESTMENT BANKING I DIVISION Summary Overview ‘WLINCOLN INTERNATIO NAL Structure #1- Tax at Products & Services Structure #2- Tax at GTS • Step 1: Sponsor takes private WholeCo • Step1: Sponsor takes private WholeCo • Step 2: Sale of SmartPak to third party • Step 2: Sale of GTS (excluding SmartPak and including international PIMS) to- • Step 3: Sponsor executes taxable spin of Products & Services (excluding international • Step 3: Sale of SmartPak to third party Description PIMS) to themselves • Step 4: purchases RemainCo (GTS excluding SmartPak and including international PIMS) • Step 1: No taxes triggered • Step 1: No taxes triggered • Step 2: Triggers tax above basis ($66mm) • Step 2: Triggers tax above basis ($226mm) • Step 3: Triggers tax above basis ($1,2000mm) — receives step-up equal to purchase with potential to tax gain on international price, monetizable over 15 years business at GIL Tl rate • Step 3: Triggers tax above basis ($66mm) Tax considerations—Sponsor receives step-up equal to purchase • General: $39mm of tax can be defrayed with price, monetizable over 15 years existing tax attributes • Step 4: No taxes triggered • General: $25mm of tax can be defrayed with existing tax attributes Key Value Drivers • Higher tax basis and international structuring • tax step-up increases their ability to pay


LOGO

Summary of Project Padlock Process INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Illustrative Summary 24 17 Contacted Declined to Engage Received MP Declined to Bid Bids Submitted—Sponsors—Strategies Received feedback from all parties contacted in the process


LOGO

Shareholder Overlap {1/2) INVESTMENT BANKING I Covetrus and Henry Schein DIVISION ‘WLINCOLN D Shareholders of CVET and HSIC INTERNATIO NAL CVET Top Active Fund Holders HSIC Top Active Fund Holders % 0S in % 0S in % 0S in % 0Sin Fund Refinitiv Style AUM ($bn) CVET HSIC Fund Refinitiv Style AUM ($bn) HSIC CVET Freshford Capital Management, LLC Hedge Fund $ 0.7 2.8 % JPMorgan Mid Cap Value Fund Value $ 16.6 1.7% JPMorgan Small Cap Equity Fund Growth 7.0 2.4 American Century Mid Cap Value Fund Value 8.5 1.3 SCHF (GPE). LLC Hedge Fund 0.4 1.7 lnvesco Comstock Fund Value 10.1 1.0 Morgan Stanley Institutional Small Co. Inception Portfolio Growth 0.9 1.4 Eaton Vance SMID-Cap GARP 11.4 1.0 T. Rowe Price Mid-Cap Value GARP 14.0 1.3 D. E. Shaw Hedge Fund 69.1 0.9 0.7 Rock Springs Capital Management LP Hedge Fund 3.8 1.2 LO Funds—Generation Global Value 2.3 0.8 Wellington Global Healthcare Equity Fund Value 3.7 0.8 Ardevora Asset Management LLP Hedge Fund 9.6 0.7 D. E. Shaw Hedge Fund 69.1 0.7 0.9 BlackRock Health Sciences Opportunities Portfolio Sector Specific 10.6 0.5 Two Sigma Hedge Fund 76.8 0.7 0.1 Janus Henderson Mid Cap Value Fund Value 2.7 0.5 Kovitz Investment Group Partners, LLC Hedge Fund 4.9 0.7 Woodline Partners LP Hedge Fund 6.2 0.5 0.2 Millennium Mgm’t Hedge Fund 86.2 0.7 0.3 Swedbank Robur Transi ion Global Specialty 3.3 0.4 0.0 JPMorgan Funds—US Smaller Companies Fund Growth 1.4 0.5 AQR Capital Management. LLC Quantita ive 58.5 0.4 0.0 Allianz Pet and Animal Wellbeing Other 0.7 0.4 BGF World Healthscience Fund Sector Specific 13.6 0.4 ClearBridge All Cap Value Fund GARP 1.6 0.4 Vanguard Explorer Fund Growh 21.4 0.3 ClearBridge Small cap Fund GARP 1.1 0.3 FMI Common stock Fund GARP 0.9 0.3 Hartford Heal hcare Fund Sector Specific 1.5 0.3 Scout Mid Cap Fund Growh 4.6 0.3 American Century Small Cap Growth Fund GARP 1.9 0.3 Sound Shore Fund. Inc. Value 1.2 0.3 Nicholas Limited Edition. Inc. Growth 0.5 0.3 American Century NT Mid Cap Value other 1.9 0.3 Fidelity Series Large cap Stock Fund GARP 13.8 0.3 Millennium Mgm’t Hedge Fund 86.2 0.3 0.7 DFA u.s. Targeted Value Portfolio Quantitative 12.9 0.3 Renaissance TeCh. Quantita ive 77.6 0.3 0.0 Total $ 302.9 17.4 % 1.3 % Total $ 416.3 12.2 % 1.7 % Overlap in Top 20 CVET Active Fund Holders 2.1 % 1.3 % Overlap in Top 20 HSIC Active Fund Holders 2.8 % 1.7 % Overlap in All CVET Active Fund Holders 3.8 % 4.3 % Overlap in All HSIC Active Fund Holders 4.3 % 3.8% % Growth I GARP 45% % Growth I GARP 20% %Value 5% %Value 30% Source. Refinitiv as of 19-Apr-2022 15 1


LOGO

Shareholder Overlap {2/2) INVESTMENT BANKING I Covetrus and Patterson DIVISION ‘WLINCOLN D Shareholders of CVET and HSIC INTERNATIO NAL CVET Top Active Fund Holders POCO Top Active Fund Holders %OS in % OS in %OS in% OS in Fund Refinitiv Style AUM ($bn) CVET POCO Fund Refinitiv Style AUM ($bn) POCO CVET Freshford Capital Management, LLC Hedge Fund $0.7 2.8% T Rowe Price Mid-Gap Value GARP $ 14.0 7.4% 1.3% JPMorgan Small Cap Equity Fund Growth 7.0 2.4 American Century Small Cap Value Fund Value 5.9 2.3 SCHF (GPE). LLC Hedge Fund 0.4 1.7 Allspring Special Small Cap Val Fd GARP 5.7 1.4 Morgan S1anley Institutional Small Co. Inception Portfolio Growth 0.9 1.4 Millennium Mgm1 Hedge Fund 86.2 1.1 0.7 T Rowe Price Mid-Cap Value GARP 14.0 1.3 7.4 Jonn Hancock Funds II Mid Value Fund Value 1.7 0.9 0.1 Rock Springs Capital Management LP Hedge Fund 3.8 1.2 DFA U.S. Small Cap Portfolio Quantitative 15.9 0.8 0.1 Wellington Global Healthcare Equity Fund Value 3.7 0.8 DFA U.S. Targeted Value Portfolio Quantitative 12.9 0.7 0.3 D. E. Shaw Hedge Fund 69.1 0.7 0.3 Balyasny Asset Management LP Hedge Fund 21.3 0.5 Two Sigma Hedge Fund 76.8 0.7 0.2 Brown Advisory Small-Cap Fundamental Value Fund GARP 1.3 0.5 Kovitz Investment Group Partners, LLC Hedge Fund 4.9 0.7 DFA U.S. Micro Cap Portfolio Quantitative 7.2 0.5 Millennium Mgm1 Hedge Fund 86.2 0.7 1.1 AMG River Road Small Cap Value Fund Growth 0.8 0.4 JPMorgan Funds—US Smaller Companies Fund Growth 1.4 0.5 Victory Integrity Small-Cap Value Fund GARP 1.9 0.4 Allianz Pet and Animal Wellbeing Other 0.7 0.4 0.3 DFA Dimensional US Targeted Value ETF Quantitative 6.9 0.4 0.1 ClearBridge All Cap Value Fund GARP 1.6 0.4 l odge Hill capital, LLC Hedge Fund 0.4 0.4 ClearBridge Small Cap Fund GARP 1.1 0.3 DFA U.S. Small Cap Value Quantitative 15.4 0.4 0.0 Hartford Healthcare Fund Sector Specific 1.5 0.3 S1orebrand Global Multifactor Value 2.8 0.4 American Century Small Cap Growth Fund GARP 1.9 0.3 Westwood Quality Smallcap Fund Growth 1.0 0.4 Nicholas limited Edition, Inc. Growth 0.5 0.3 CREF Stock Account Growth 125.6 0.4 0.2 Fidelity Series Large Cap S1ock Fund GARP 13.8 0.3 Royce Total Return Fund Value 1.4 0.4 DFA U.S. Targeted Value Portfolio QuantitatiVe 12.9 0.3 0.7 Heartland Value Fund GARP 0.7 0.4 Total $ 302.9 17.4 % 9.9 % Total $329.0 19.9 % 2.7 % Overlap in Top 20 CVET Active Fund Holders 4.0 % 9.9 % Overlap in Top 20 POCO Active Fund Holders 12.0 % 2.7 % Overlap in All CVET Active Fund Holders 6.6 % 17.5 % Overlap in All POCO Active Fund Holders 17.5 % 6.6 % % Growth I GARP 45% % Growth I GARP 40% %Value 5% %Value 20% Source. Refinitiv as of 19-Apr-2022 161


LOGO

Operational Peer Benchmarking INVESTMENT BANKING I Management Projections DIVISION ‘WLINCOLN IN TERNATIO NAL 2021 E- 2023E Revenue Growth 2021E- 2023E EBITDA Growth1 18.5 % 25.3 % 23.1 % 19.8 % 18.3 % 9.7 % 8.7 % 7.9 % 7.5 % 5.7 % 8.2 % CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health Distribu ion HCIT Animal HealthE-Commerce Distribu ion HCIT Animal HealthE-Commerce Solutions Solutions 2022 Gross Margin 2022 EBITDA Margin1 27.7 % 58.5 % 23.2 % 37.5 % 33.9 % 13.0 % 27.6 % 16.5 % 6.0 % 5.7 % CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health CVET CVET GTS CVET Total Distribution Profitable Companion Animal Health Distribu ion HCIT Animal HealthE-Commerce Distribu ion HCIT Animal HealthE-Commerce Solutions Solutions Source. CVET based on management projections, peers based on IBES estimates as of 19-Apr-2022 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express and Chewy; Companions Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health. 1Covetrus business units EBITDA burdened by corporate cost and contingency based on revenue contribution.


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I Street Consensus DIVISION ‘WLINCOLN INTERNATIO NAL EV I 2022E EBITDA Henry Schein: 12.4 x 142.2 X Patterson: 11.1 x 16.9 X 11.6 X 12.1 X CVET Distribution Profitable HCIT Companion Animal Health Animal Health E-Commerce Solutions 07 -Dec-2021 11.3x 8.2x 13.8x 14.7x 28.9x Source: CVET and peers based on IBES estimates as of 19-Apr-2022 Note: Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. Animal Health E-Commerce Solutions includes PetMed Express and Chewy; Companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Profitable HCIT includes Change Healthcare, Evolent, Gerner, Health Equity, R1, IQVIA, and Signify Health.


LOGO

Distribution Valuation Benchmarking I INVESTMENT BANKING Street Consensus ($ in millions) DIVISION ‘WLINCOLN INTERNATIO NAL EV I 2022E EBITDA 13.3 X Median: 12.1 x 12.1 X 12.1 X 11.1 X 9.5 X ~~0¥.¥ens .,.....~ ~HENRYSCHEIN”’ ~ ~- covetrus ‘WIWI&Minor M!;KESSON AmensourceBergerr PAITERSON CardinaiHealth” ‘ I)’· ,¥ ‘II :-. I EV $5,864 $ 14,456 $ 59,358 $42,977 $ 3,736 $ 24,506 $3,193 YoY Rev Growth(1J 4.9 % 3.9 % 2.0 % 5.3 % 3.1 % 4.4 % 5.8 % 22 Gross Margin 3.4 % 23.1% 7.8 % 7.3 % 19.1% YoY EBITDA Growth(1l 11.5 % 4.3 % 1.5 % 5.0 % 7.1 % 7.2 % 12.9 % 22 EBITDA Margin 4.6 % 8.8 % 1.9 % 1.5 % 5.1 % 1.4 % 5.6 % Source.· IBES estimates as of 19-Apr-2022, management projections. (1) Reflects CY 2022E—CY 2023E growth.


LOGO

Covetrus Multiple Has Recently Contracted INVESTMENT BANKING I DIVISION Since All-Time High Levels Achieved in Early ‘21 ‘WLINCOLN INTERNATIO NAL NTM EV I EBITDA 40x 07-Dec-2021 ll Since Average 2Y 1Y 1M YTD 07-Dec-2021 High Low Covetrus 16.1 X 14.2 X 11.1 X 11.8 X (1.8)x 24.4 X 8.4 X ~85.6x Distribution’ 8.8 9.0 10.4 9.6 1.9 10.8 6.7 Current Animal Health Companion Animal Health3 20.7 22.0 19.0 19.4 (4.8) 24.5 11.6 E-Commerce Solutions Multiple2 01 30x Profitable HCJT 15.4 17.3 16.0 16.4 (2.6 19.5 9.2 S&P 500 15.5 15.5 14.5 14.6 (1.1) 16.8 10.2 Q. E ::J :E ~ 0 1- m w -g 20x .r::- .21 ~ Ql E ~ :E 1- 11.0 X z 10x 10.7 X Ox Feb-2019 Oct-2019 May-2020 Jan-2021 Aug-2021 Apr-2022—covetrus—Distribution’—companion Animal Health3—Profitable HCIP—S&PSOO Source: Bloomberg,CIQ and IBES, as of 19-Apr-2022. ‘Distribution includes ABC, CAH, MCK, Owen & Minor, Henry Schein, Patterson. ‘E-Commerce Solutions includes Chewy and PetMed Express. •companions Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. •Profitable HCIT includes lnvova/on, Evolent, Gerner, Change Healthcare, Health Equity, R1, IQVIA, and Si ni Health.

EX-99.(c)(15)

Exhibit (c)(15)

 

LOGO

INVESTMENT BANKING I DIVISION Project Padlock Board Discussion Materials Goldman Sachs & Co. LLC May 17, 2022


LOGO

Disclaimer INVESTMENT BANKING I DIVISION These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board”) and senior management of Corgi (the “Company”) in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.


LOGO

Summary Update INVESTMENT BANKING I DIVISION ./ TPG and CD&R (Team CT) have concluded extensive diligence —Team CT has engaged several third-party advisors including (technical diligence), (Legal),- (Tax and Financial), and- (Market Research) —There are approximately 259 individuals from Team CT, including third party advisors and potential lenders, in the VDR —The Round Two Information folder of the VDR includes approximately 1 ,277 unique files —There have been approximately 48 diligence calls between Corgi and Team CT, including a 7 -hour session held in NYC on April 19th —Topics for these diligence calls span finance, global sourcing and procurement, HR, legal, product tech diligence, cost savings opportunities, deeper dives into business segments (GTS, International, Distribution, etc.), recent performance updates, and other key topics ./ Verbally provided a view on value of $20 I share —Reflects latest share count and balance sheet roll forward —Includes fully-committed financing which reflects the volatile financing markets, where credit spreads have widened -300bps during the process ./ Additionally proposed selected merger agreement terms, including: —Termination fee and reverse termination fee amounts —Request for 20 day marketing period —6 month outside date ./ Prepared to engage with a formal written offer, full merger agreement markup, and equity and debt commitment letters if there is alignment on the verbal view on value


LOGO

Preliminary Illustrative Analysis at Various Prices INvEsTMENT BANKING 1 DIVISION ($ in millions, except per share data) Preliminary Analysis at Various Prices Merger Consideration (cash, $ per share) $ 20.00 $ 20.25 $ 20.50 $ 20.75 $ 21.00 $ 21.25 $ 21.50 Implied Premium to: Current Price as of 17-May-22 ($18.03) 10.9% 12.3% 13.7% 15.1% 16.5% 17.9% 19.2% 30-Day VWAP ($14.95) 33.8% 35.4% 371% 38.8”,{, 40.5% 42.1% 43.8% 60-Day VWAP ($15.63) 27.9% 29.5% 31.1% 32.7% 34.3% 35.9% 37.5% 90-Day VWAP ($16.15) 23.8”,{, 25.4% 26.9% 28.5% 30.0% 31.6% 33.1% Total Diluted Shares Outstanding (in Millions) 144.96 144.96 144.96 144.97 144.97 144.98 144.98 Implied Equity Consideration $ 2,899 $ 2,935 $ 2,972 $ 3,008 $ 3,044 $ 3,081 $ 3,117 Plus: Debt $ 1,047 $ 1,047 $ 1,047 $ 1,047 $ 1,047 $ 1,047 $ 1,047 Plus: Minority Interest $ 22 $ 22 $ 22 $ 22 $ 22 $ 22 $ 22 Less: Cash & Cash Equivalents $ (117) $ (117) $ (117) $ (117) $ (117) $ (117) $ (117) Less: Equity Method Investments $ (48) $ (48) $ (48) $ (48) $ (48) $ (48) $ (48) Implied Enterprise Value $ 3,803 $ 3,839 $ 3,876 $ 3,912 $ 3,948 $ 3,985 $ 4,021 EV I Adjusted EBITDA Metric LTM (31-Mar-22) $ 250 15.2x 15.4x 15.5x 15.6x 15.8x 15.9x 16.1x 2022E—Management $ 285 13.3x 13.5x 13.6x 13.7x 13.8x 14.0x 14.1x 2023E—Management $ 349 10.9x 11.0x 11.1x 11.2x 11.3x 11.4x 11.5x 2022E—IBES $ 274 13.9x 14.0x 14.1x 14.3x 14.4x 14.5x 14.7x 2023E—IBES $ 310 12.3x 12.4x 12.5x 12.6x 12.7x 12.8x 13.0x Source. Capitai/Q, Corgi filings, Financial projections for Corgi prepared by Corgi management as approved for Goldman Sachs’ use by Corgi as of 04-May-2022 (“Management Projections»). Market data as of 17-May-2022. Note. Balance sheet data as of 31-Mar-2022 per Corgi management. L TM EBITDA as per Corgi filings.


LOGO

Equity and Debt Markets Have Responded to INVESTMENT BANKING I DIVISION Macroeconomic Pressures (YTD Development, unless noted) Equity Markets Debt Markets Macroeconomic Factors • S&P 500 • Fed Funds Rate • US Inflation Rate -Down 16% -Up 75 bps—8.3% in April 2022 0~ t ~ ll.i~ II» • NASDAQ • Single-S Credit Spreads • Diesel Price -Down 25% -Up 348 bps—Up54% ~ [if • • Consumer Sentiment • Volatility (VIX) • YTD Issuance {US Lev Fin) -Down 16% -Up 68%—Down 48% vs 2021 ;N’:. ~~~. ~ lliiiiiiiil: Key Drivers of Developments (Geopolitical Tensions, Supply Chain Pressure, Inflation, Rate Increases) Show No Signs of Abatement Source. Eikon as of 13-May-2022.


LOGO

Overview of Corgi Stock Price Performance INVESTMENT BANKING I DIVISION Stock Price Performance Since Initial Public Trading Stock Price Performance Since Initial Public Trading (Feb-2019) 54.00 (%~ 14,000 Performance YTD Since Feb 2019 Corgi (23.5)% (62.8)% Distribution 8.3 118.9 48.00 10-Nov-2020: Announces 3021 Companion Animal Health (28.2) 56.7 12,000 results, including initial U.K. and Tech-Enabled Services 8.3) 34.9 Germany headwinds (2.3%) 42.00 10,000 05-May-2022: Announces 01 13-Aug-2019: Announces 36.00 FY22 results +1 0.5% 2019 results, reducing FY c earnings guidance for the (/) second time since its public 3600 VWAP: $19.58 debut (40.1 %) 1800 VWAP: $17.20 8,000 0 2. 30.00 0 uQ) e. ·;: 900 VWAP: $16.15 a. Q) 12-Nov-2019: Announces E C) 3019 results, outpacing 300 VWAP: $14.95 .5 24.00 -=0 Ill consensus EBITDA 6,000 > ..2 (.) estimates by—14% +22.0% 18.00 15-May-2020: Announces 1020 4,000 results, showing a modest beat to 15.27 12.00 consensus estimates and improvement among KPis such as “same-store” growth +8. 7% 2,000 6.00 0 0 Feb-2019 Aug-2019 Mar-2020 Sep-2020 Apr-2021 Oct-2021 May-2022 —Volume—corgi—30D VWAP—90D VWAP—1800 VWAP—3600 VWAP Source.· Bloomberg Market Data as of 13-May-2022. ‘Distribution includes ABC, CAH, MCK, Owens & Minor, Henry Schein, Patterson; 2 Companion Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, Heska; 3 Tech-enabled Services includes Evolent, Health Equity, R1, IQVIA, Convey Health and Signify Health.


LOGO

Overview of Corgi Multiple Over Time INVESTMENT BANKING I DIVISION NTM EV I EBITDA 40x l!. Since Average In Average In 0 1-Jan- EV I EBITOA Multiple 2020 2021 2022 2022 FY1·FY3 EBITDA Growth 2020 2021 2022 Corgi 15.2 X 17.0 X 11.5 X (2.8)X Corgi 12.1 ‘1. 13.3 % 10.9 ‘1. Distribution• 8.0 8.5 9.9 1.3 Companion Animal Health’ 18.1 22.7 18.9 (7.9) Tee -.. ble< e ce~• .:4 S&P 500 14.7 15.9 14.4 (2.5) Q) 30x ~ ::I ~ <( 0 iiiw ~ 20x .r:::.en 15.8x ~ 15.4x Q) E i7 :E 13.3x 10.6X z 10x 10.6 x Ox Feb-2019 Aug-2019 Mar-2020 Sep-2020 Apr-2021 Oct-2021 May-2022 —corgi—Distribution’—companion Animal Health2—Tech-enabled Services3—S&P 500 Source.· Bloomberg, CIQ and IBES, as of 13-May-2022 ‘Distribution includes ABC, CAH, MCK, Owens & Minor, Henry Schein, Patterson; ABC, CAH, and MCK pro forma for opioid settlements as of 02-Apr-2022. ‘Companion Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. •Tech-enabled Services includes Evolent, Health Equity, R1, IQVIA, Convey Health and Signify Health.


LOGO

Illustrative Impact of Changing Rate INVESTMENT BANKING I DIVISION Environment on Returns Illustrative Financing Assumptions Ability to Pay@ Illustrative Sponsor IRRs!1> • 1L Total Leverage: ?.Ox Leverage: 5.25 -5.50x Total Debt Quantum: -$1 ,950M Rate: SOFR+375-400 $22.00 Avg ‘22-‘26E All-in Cash Interest Yield: 5.49% $21.50 OlD: 99.0 • 2L Leverage: 1.50x $21.00 Rate: SOFR+675-700 Avg ‘22-‘26E All-in Cash Interest Yield: 8.49% 20.9% 21.8% 22.6% OlD: 99.0 • 1L Total Leverage: ?.Ox Leverage: 5.50x Total Debt Quantum: -$1 ,950M $21.35 Rate: SOFR+450 I 125 bps flex Avg ‘22-‘26EAII-in Cash lnterestYield: 7.16% $20.86 OlD: 98.5 • 2L Leverage: 1.50x Rate: SOFR+900 (At the flex) Avg ‘22-‘26E All-in Cash Interest Yield: 11.66% 20.9% 21.8% 22.6% OlD: 97.375 Source. IBES, Management Projections. Note.· Analysis holds total debt quantum constant across both scenarios, and therefore does not include the impact of lower total leverage I funded debt at close. Fully Diluted Shares Outstanding based on disclosed shares and dilutive securities as of the 2021 10 -K for comparability purposes. 1. Assumes exit multiple of 12. Ox in YE 2026 ( 4 75yr hold period)


LOGO

Summary of Corgi Management Projections INVESTMENT BANKING I DIVISION ($ in millions) GTS ‘20A- ‘22E CAGR 18.3% GTS ‘22E—‘25E CAGR 15.5% Distribution ‘20A- ‘22E CAGR 4.3% Distribution ‘22E- ‘25E CAGR 6.5% Total ‘20A- ‘22E CAGR 6.5% Total ‘22E—‘25E CAGR 8.2% $7,208 $ 6,918 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E Rev % Growth—Mgmt 5.5% 7.5% 8.4% 8.4% 7.9% 5.9% 4.8% 4.2% Rev $—Consensus $4,575 $4,846 $5,129 $5,416 Rev % Growth—Consensus 5.5% 5.9% 5.8% 5.6% GTS ‘20A- ‘22E CAGR 26.8% GTS ‘22E—‘25E CAGR 23.4% Distribution ‘20A- ‘22E CAGR 7.5% Distribution ‘22E- ‘25E CAGR 14.4% Total ‘20A- ‘22E CAGR 12.3% Total ‘22E—‘25E CAGR 17.2% $570 $537 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E % Margin- Mgmt. 5.2% 5.3% 5.8% 6.6% 6.9% 7.4% 7.6% 7.8% 7.9% EBITDA % Growth—Mgmt. 7.7% 17.1% 22.5% 13.6% 15.7% 8.9% 7.3% 6.2% EBITDA $—Consensus $244 $274 $310 $328 EBITDA % Growth- Consensus 7.7% 12.4% 13.0”,{, 5.9% Source. Management Projections. sl Note. Corporate expense allocated to each segment based on projected pre-Corporate Segment EBITDA breakdown.


LOGO

Preliminary Illustrative Discounted Cash Flow INVESTMENT BANKING I DIVISION Analysis ($ in millions, except per share data) Illustrative Unlevered Free Cash Flow Q2·Q4 ‘22E 2023E 2024E 2025E 2026E 2027E 2028E Terminal Total Sales $ 3,748 $ 5,330 $ 5,775 $ 6,233 $ 6,600 $ 6,918 $ 7,208 $ 7,208 Rev % Growth 8.4% 8.4% 7.9% 5.9% 4.8% 4.2% Total Adj. EBITDA $229 $349 $397 $459 $ 500 $537 $570 $570 % Margin 6.1 % 6.6% 6.9% 7.4% 7.6% 7.8% 7.9% 7.9% D&A $(132) $(192) $(209) $(227) $(250) $(262) $(273) $(112) %of Sales (3.5l% (3.6l% (3.6l% (3.6l% (3.8l% (3.8l% (3.8l% EBIT $97 $ 157 $ 188 $233 $250 $274 $297 $458 %Margin 2.6% 2.9% 3.3% 3.7% 3.8% 4.0% 4.1 % 6.4% (·)Tax $(24) $(39) $(47) $(58) $(62) $(69) $(74) $(114) Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% NO PAT $ 73 $ 118 $ 141 $ 175 $ 187 $206 $223 $343 {+) D&A $ 132 $ 192 $209 $227 $250 $262 $273 112 (·) 11 in NWC 30 (49) (56) (57) (58) (42) (38) (19) H Caeex !54l !86l !97l !97l p02l !107l !112l !112l Unlevered Free Cash Flow $ 181 $ 175 $ 197 $247 $278 $ 319 $345 $324 Implied Equity Value Implied Share Price Implied Terminal EV I EBITDA 2.5 % 3.0 % 3.5 % 2.5 % 3.0 % 3.5 % 2.5 % 3.0 % 3.5 % 9.00 % $ 3,356 $ 3,620 $ 3,932 9.00 % $ 23.15 $24.96 $ 27.11 9.00 % 9.0 X 9.8 X 10.7 X 10.25 % $ 2,654 $2,827 $3,025 10.25 % $ 18.32 $ 19.51 $ 20.87 10.25 % 7.5 X 8.1 X 8.7 X 11.50 % $ 2,149 $2,268 $ 2,403 11.50 % $ 14.84 $ 15.66 $ 16.59 11.50 % 6.5 X 6.9 X 7.4 X Source. Management Projections. Note.· Analysis valuation date of 31-Mar-2022.


LOGO

Preliminary Illustrative Present Value of Future INVESTMENT BANKING I DIVISION Share Price Analysis Current Future Value of Stock Price Present Value of Future Stock Price Corgi NTM EBITDA $45 $30 Multiple: 10.6x $40 $25 $35 NTM EV I EBITDA Multiple $30 $20 —13.0x $25 11.5x $20 —$15 $15 —10.0x $10 $10 Current FYE 2022 FYE 2023 FYE 2024 Current FYE 2022 FYE 2023 FYE 2024 Present Value of Future Stock Price Sensitivity Tables 80% NTM EBITOA YE 2023: $318M FYE 2023 PVFSP Sensitivity FYE 2024 PVFSP Sensitivity YE 2024: $367M 90% NTM EBITOA YE 2023: $357M NTM EBITDA Multiple NTM EBITDA Multiple YE 2024: $413M 100% NTM EBITOA X 10.0 X 11.5 X 13.0 X 10.0 11.5 X 13.0 X YE 2023: $397M YE 2024: $459M 80.0% $ 14.28 $ 16.99 $ 19.69 80.0 % $ 16.01 $ 18.82 $ 21.61 % Plan Case Q) 1: Q) 1: ‘21A- ‘25E CJ cv CJ cv c- c- EBITOA CAGR cvO.. cvO.. e- ._ VI 90.0% $ 16.52 $ 19.58 $22.61 E- ._ VI 90.0 % $ 18.33 $ 21.49 $24.62 80% :10.8% ·= ·= 0 cv 0 cv 90% :14.1% &.<t. Cl &.<t. Cl 100”/o : 17.2% 100.0 % $ 18.77 $22.13 $25.49 100.0 % $20.65 $24.13 $27.61 Consensus : 12.1% Source. Management Projections. Market data as of 13-May-2022. Valuation date of 31-Mar-2022. Note. Future value of stock price discounted to 31-Mar-2022using Corgi’s illustrative cost of equity of 11.9% (calculated as 1.39 beta, 3.45% risk free rate, and 6.1% equity risk premium).


LOGO

Table of Contents INVESTMENT BANKING I DIVISION Appendix A: Supplemental Materials


LOGO

Operational Peer Benchmarking INVESTMENT BANKING I DIVISION Management Projections and IBES Street Consensus 2021 E—2023E Revenue Growth 2021 E—2023E EBITDA Growth 21.6 “‘o 19.5 “‘o 12.9 “‘o 9.5 % 7.7 “‘o 5.9 “‘o Corgi (IBES) Corgi (Mgmt) Distribution Tech-Enabled Companion Animal Corgi (IBES) Corgi (Mgmt) Distribution Tech-Enabled Companion Animal Services Health Services Health 2022 Gross Margin 2022 EBITDA Margin 22.8 “‘o 23.2 “‘o 58.4 % 39.5 “‘o 19.2 “‘o 5.7 “‘o Corgi (IBES) Corgi (Mgmt) Distribution Tech-Enabled Companion Animal Corgi (IBES) Corgi (Mgmt) Distribution Tech-Enabled Companion Animal Services Health Services Health Source: Corgi based on Management Projections, peers based on IBES estimates as of 13-May-2022 Note: Distribution includes ABC, CAH, MCK, Owens & Minor, Henry Schein, Patterson. Companion Animal Health includes Dechra Pharma, E/anco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Tech-Enabled Services includes Convey Health Solutions, Evolent, Health Equity, R1, IQVIA, and Signify Health.


LOGO

Distribution Valuation Benchmarking INVESTMENT BANKING I DIVISION Street Consensus ($ in millions) EV I 2022E EBITDA 12.1 X 12.0 X 11.3 X ., , M~KESSON1 ~HENRYSCHEIN”’ AmensourceBergen~ 1 ~- 1 .::.~0¥¥ens PAITERSON --I&Minor Corgi CardinaiHealth” ‘ I)’· ,¥ ‘II :-. I ‘ EV $ 60,819 $ 14,066 $42,209 $3,609 $23,782 $5,418 $3,120 Rev Growth<2> 2.4 % 4.7 % 7.2 % 3.8 % 5.5 % 4.5 % 5.9% 22E Gross Margin 5.0 % 29.8 % 3.5 % 20.7 % 3.7 % 20.1% 19.2% EBITDA Growth<2> 0.8 % 5.3 % 9.6 % 7.6 % 3.2 % 20.1% 12.9% 22E EBITDA Margin 1.9 % 8.7 % 1.4 % 5.0 % 1.5 % 5.0 % 5.7% Source.· IBES estimates as of 13-May-2022. (1) Pro forma for payments to be made in conjunction with the opioid settlements. (2) Reflects CY 2021A—CY 2023E growth


LOGO

Valuation Peer Benchmarking INVESTMENT BANKING I DIVISION Street Consensus EV I 2022E EBITDA 30.1 30.5 X X 28.2 X f.,edian: 18 7x Median: 16.6x 21.8 X 21.8 X 15.5 X 15.3 X Median: 10.9x 1 11.4 X 10.4 X 9.4 ~ EV I 2023E EBITDA 24.9 X 23.1 X 18.3 X 18.3 X Median· 16.0x Median: 14.9x 1 Median: 10.3x 10.9 9 X .7 X 7.0 X ~ .. ‘!.-‘1> ,‘1> vo ~ ~ ~~ ,.0 ... 9<:- a- 0’ fl>” .:sfo ~0 v~ ,!).’~ ~<:’ ~<:’ ~# “vo0~ ~0.. t;;’~><:’ ..s.~ Ł“’ ~($; ,«’ r -§P~ ,. <:Jli <l.~ o/ {)- c?to; vo<:-v~ ~0,o ~’$’ ~ <l.~ ~0~.. ~0 D Distribution D Companion Animal Health D Tech-Enabled Services Source.· Corgi and peers based on IBES estimates as of 13-May-2022 Note.· Distribution includes ABC, CAH, MCK, Owens & Minor, Henry Schein, Patterson. Companion Animal Health includes Dechra Pharma, Elanco, Phibro, Vetoquinol, Virbac, Zoetis, ldexx, and Heska. Tech-Enabled Services includes Convey Health Solutions, Evolent, Health Equity, R1, IQVIA, and Signify Health. 1 Pro forma for payments to be made in conjunction with the opioid settlements.


LOGO

Wall Street Ratings and Methodology INVESTMENT BANKING I DIVISION Median: $22.00 Current Price: $15.27 $26 Analyst A Analyst B Analyst C Analyst D Analyst E Date 08-May-2022 05-May-2022 05-May-2022 06-May-2022 05-May-2022 Recommendation Buy Buy Buy Hold Sell SOTP (9.3x 2023E EVIEBITDA for supply chain DCF (8.0% WACC, 2.0% DCF (9.9% WACC, 0.5%—16.0x NTM PIE, Methodology 12.5x 2023E Adj. EBITDA services, 1.7x 2023 TGR) TGR)—11.5x NTM EVIEBITDA EV/Sa/es for prescription management) Source.· Wall Street research, market data as of 13-May-2022.


LOGO

Selected Precedent Transaction Multiples INvEsTMENT BANKING 1 DIVISION Selected Precedent Transactions in Distribution, Animal Health and HCIT EV I L TM EBITDA Distribution Animal Health HCIT Median = 11.9x Median= 16.2x Median = 14.8x 19.3x 18.0x 16.2x Year 2021 2013 2014 2015 2017 2015 2013 2015 2018 2021 2021 ....Jll~a,~ MŁKESSON MŁKESSON .....Jil~a,~ ver..cend ORACLE Acquiror MARS f•ll.;rr’Riil,)~ —- BC Partners BC f>Jrlncrs Optum t1§:E~” ... ~:~r~ CO T IYI T I CHtl.NGE @‘cerner Target ~(~—- celesio ~ Pus.aART ~ ~ lltAU Ht!.Ut Deal Value $6.5bn $2.0bn $8.4bn $2.6bn $90bn $1.1bn $1.3bn $8.7bn $4.9bn $13.8bn $28.6bn Source. Public filings, Eikon, Capita/10, and Wall Street research.