As filed with the Securities and Exchange Commission on September 3, 2024
No. 005-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION
13(E)
OF THE SECURITIES ACT OF 1934
R1 RCM Inc.
(Name of the Issuer)
R1 RCM Inc.
Raven Acquisition Holdings, LLC
Project Raven Merger Sub, Inc.
Raven TopCo, L.P.
Raven
TopCo GP, LLC
TCP-ASC ACHI Series LLLP
TCP-ASC GP, LLC
TI IV ACHI Holdings, LP
TI IV ACHI Holdings GP, LLC
TowerBrook Investors Ltd.
Raven Intermediate Holdings, LLC
Raven Parent Holdings, LLC
Ascension Health Alliance
Neal Moszkowski
(Names of
Persons Filing Statement)
Common stock, $0.01 par value per share
(Title of Class of Securities)
77634L 105
(CUSIP Number
of Class of Securities)
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| R1 RCM Inc.
433 W. Ascension Way, Suite 200
Murray, UT 84123 (312) 324-7820 |
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Raven Acquisition Holdings, LLC
Project Raven Merger Sub, Inc.
Raven TopCo, L.P. Raven
TopCo GP, LLC TCP-ASC ACHI Series LLLP
TCP-ASC GP, LLC
TI IV ACHI Holdings, LP
TI IV ACHI Holdings GP, LLC
TowerBrook Investors Ltd.
Raven Intermediate Holdings, LLC
Raven Parent Holdings, LLC
Neal Moszkowski 65 East
55th Street, 19th Floor New
York, NY 10022 |
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Ascension Health Alliance
101 S. Hanley Road, Suite 450
St. Louis, MO 63105 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of
the Persons Filing Statement)
With copies to
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| Steve A. Cohen
Victor Goldfeld Wachtell,
Lipton, Rosen & Katz 51 West 52nd Street
New York, NY 10019 (212) 403-1000 |
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Stephen A. Infante
Covington & Burling LLP
620 Eighth Avenue New
York, NY 10018 (212) 841-1000 |
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Graham Robinson
Laura Knoll Faiz
Ahmad Skadden, Arps, Slate, Meager & Flom LLP
500 Boylston Street
Boston, MA 02116 (617) 573-4800 |
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Robert Hayward, P.C.
Sarkis Jebejian, P.C.
Bradley C. Reed, P.C.
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, IL 60654 (312) 862-2000 |
This statement is filed in connection with (check the appropriate box):
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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. |
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The filing of a registration statement under the Securities Act of 1933. |
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A tender offer. |
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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: ☐
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 transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal
offense
INTRODUCTION
This Transaction Statement on Schedule 13E-3 (the “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 (the “Exchange Act”), jointly by the following persons (each, a “Filing
Person,” and collectively, the “Filing Persons”): (1) R1 RCM Inc., a Delaware corporation (“R1” or the “Company”), and the issuer of the shares of Common Stock of the Company, par value $0.01 per share (the
“Common Stock”), that is the subject of the Rule 13e-3 transaction; (2) Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”); (3) Project Raven Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyers”); (4) Raven TopCo, L.P., a Delaware limited partnership (“Holdings”); (5) Raven TopCo GP, LLC, a
Delaware limited liability company (“Holdings GP”); (6) TCP-ASC ASCHI Series LLLP, a Delaware series limited liability limited partnership (“TA”); (7)
TCP-ASC GP, LLC, a Delaware limited liability company (“TCP-ASC GP”); (8) TI IV ACHI Holdings, LP, a Delaware limited partnership (“TowerBrook
Aggregator”); (9) TI IV ACHI Holdings GP, LLC (“TowerBrook Aggregator GP”); (10) TowerBrook Investors Ltd., a Cayman Islands corporation (“TowerBrook”); (11) Raven Intermediate Holdings, LLC, a Delaware limited liability
company (“Intermediate Holdings”); (12) Raven Parent Holdings, LLC, a Delaware limited liability company (“Parent Holdings”); (13) Ascension Health Alliance, a Missouri not-for-profit corporation (“Ascension”); and (14) Neal Moszkowski.
This
Transaction Statement relates to the Agreement and Plan of Merger, dated as of July 31, 2024 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among
Parent, Merger Sub and the Company. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the
Merger and becoming a wholly owned subsidiary of Parent (the transaction contemplated by the Merger Agreement, including the Merger, collectively, the “Transactions”).
Pursuant to the Merger Agreement, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the
“Effective Time”) (other than Common Stock held by (1) the Company, the Buyers, Holdings, any subsidiary of Holdings that is wholly owned prior to the closing of the Merger (each, a “Holdings Subsidiary”) (including any
Rollover Shares (as defined below)) or TA (each, an “Owned Company Share”), (2) any direct or indirect wholly owned subsidiary of the Company or of Parent (other than Merger Sub) (each, a “Subsidiary Owned Share”) and
(3) stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware, as amended (the
“DGCL”)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $14.30, without interest thereon (the “Merger Consideration”). At the Effective Time, each Owned Company
Share (including the Rollover Shares, if any) will be cancelled and extinguished without any conversion thereof or consideration paid therefor, and each Subsidiary Owned Share will be converted into such number of validly issued, fully paid and
nonassessable shares of common stock of the surviving corporation of the Merger in accordance with the terms of the Merger Agreement (the “Surviving Corporation”), or fraction thereof, such that the ownership percentage of any subsidiary
in the Surviving Corporation immediately following the Effective Time will equal the ownership percentage of such subsidiary in the Company immediately prior to the Effective Time. Upon the Closing, the Common Stock will no longer be listed on any
stock exchange or quotation system, including the Nasdaq Global Select Market, and the Company’s stockholders (other than holders of the Rollover Shares) will cease to have any ownership interest in the Company. Pursuant to the Merger
Agreement, following the date of the Merger Agreement and prior to the closing of the Merger (the “Closing”), one or more of the Company’s stockholders (each, a “Rollover Stockholder”) may enter into a rollover agreement
with Holdings or a Holdings Subsidiary (a “Rollover Agreement”) on terms mutually agreeable among Parent and the parties to such agreement. Pursuant to the terms of such Rollover Agreement, among other things, each such Rollover
Stockholder will, immediately prior to the Closing, transfer or contribute a number of shares of Common Stock (the “Rollover Shares”) to Holdings or such Holdings Subsidiary in exchange for equity interests of Holdings or such Holdings
Subsidiary having an equivalent value, on the terms and subject to the conditions set forth in such Rollover Agreement. The Rollover Stockholders will not be entitled to receive the Merger Consideration in respect of the Rollover Shares.
In connection with entering into the Merger Agreement, on July 31, 2024, TA (in its
capacity as a stockholder of the Company) executed a voting agreement in favor of the Company (the “Voting Agreement”), pursuant to which TA agreed, among other things, to (i) vote all of its shares of Common Stock in favor of the
approval and adoption of the Merger Agreement and the Merger and (ii) vote all of its shares of Common Stock against any proposal made in opposition to the Merger Agreement or the Merger.
The board of directors of the Company (the “Board”) formed a special committee (the “Special Committee”) of independent
and disinterested members of the Board to, among other things, review, evaluate and negotiate the Merger Agreement and the Transactions. The Special Committee evaluated the Transactions, in consultation with its own independent legal and financial
advisors and considered various material factors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on July 31, 2024, unanimously (i) determined that the Merger
Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Company’s Unaffiliated Stockholders (as defined below), (ii) recommended to the Board that it approve the Merger Agreement and the
Transactions, (iii) recommended that the Unaffiliated Stockholders adopt the Merger Agreement at a meeting of the Company’s stockholders and (iv) recommended to the Board that it approve the treatment of each company equity award in
the manner described in the Merger Agreement. “Unaffiliated Stockholders” means the holders of Common Stock, excluding those shares of Common Stock held, directly or indirectly, by or on behalf of (i) Parent and the Rollover
Stockholders, their respective affiliates and associates (within the meaning of Rule 12b-2 of the Exchange Act) and portfolio companies majority owned by such investment fund affiliates and (ii) any
person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.
At a meeting with all members of the Board present, the Board, in accordance with the recommendation of the Special Committee as described
above (with all directors voting in favor and no director abstaining from the vote, although it was noted that, for purposes of the approval of the transaction in accordance with the contractual provisions of the Amended and Restated Investor Rights
Agreement, dated as of June 21, 2022, between the Company, TA and the other parties thereto, as amended by Amendment No. 1 to the Amended and Restated Investor Rights Agreement, dated as of February 5, 2024, directors nominated to the
Board by TA were not deemed to vote), (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved the execution and delivery of
the Merger Agreement, the performance by the Company of its covenants and other obligations under the Merger Agreement and the consummation of the Transactions and (iii) recommended that the Company’s stockholders adopt the Merger
Agreement in accordance with the DGCL at a meeting of the Company’s stockholders.
At a special meeting of the Company’s
stockholders (the “Special Meeting”), the Company’s stockholders will be asked to consider and vote upon (1) a proposal to approve and adopt the Merger Agreement and the Transactions (the “Merger Proposal”) and
(2) an advisory and non-binding proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation
Proposal”).
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Approval of the Merger Proposal is required for the completion of the Merger and the
Transactions. The approval of the Merger Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock entitled to vote. An abstention will have the same effect as a vote “AGAINST” the
Merger Proposal. The approval of the advisory and non-binding Merger-Related Compensation Proposal requires the affirmative vote of a majority in voting power of the votes cast by the holders of all shares of
Common Stock present or represented at the meeting and voting affirmatively or negatively on such matter. With respect to the advisory and non-binding Merger-Related Compensation Proposal, abstentions are not
counted for purposes of determining the minimum number of affirmative votes required for approval and, accordingly, have no effect on the outcome of voting on such proposal. The approval of the advisory and
non-binding Merger-Related Compensation Proposal is not a condition to completion of the Merger.
Concurrently with the filing of this Transaction Statement, the Company is filing a preliminary proxy statement (the “Proxy
Statement”) under Regulation 14A of the Exchange Act with the SEC relating to the Special Meeting. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A. Terms
used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.
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 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.
The information concerning the Company contained in, or incorporated by
reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy
Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
Item 1. Summary Term Sheet
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 Merger and the Special Meeting”
Item 2. Subject Company Information
(a) Name and address. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“The Parties to the Merger”
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“Important Information Regarding the Company”
(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet—The Special Meeting”
“Questions and Answers About the Merger and the Special Meeting”
“The Special Meeting—Record Date and Quorum”
“Important Information Regarding the Company”
“Current Market Price of Common Stock”
“Security Ownership of Certain Beneficial Owners and Management”
(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
“Current Market Price of Common Stock”
(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Current Market Price of Common Stock”
(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference:
“Important Information Regarding the Company—Prior Public Offerings”
(f) Prior share purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“Important Information Regarding the Company—Prior Public Offerings”
“Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”
Item 3. Identity and Background of Filing Person
(a) — (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural
Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—The Parties to the Merger”
“The Parties to the Merger”
“Important Information Regarding the Company”
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“Important Information Regarding the Buyer Filing Parties”
Item 4. Terms of the Transaction
(a) — (1) Material terms. Tender offers. Not applicable.
(a) — (2) Mergers or Similar Transactions. 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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Opinion of Qatalyst Partners LP”
“Special Factors—Opinion of Barclays Capital Inc.”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”
“Special Factors—Unaudited Prospective Financial Information”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Accounting Treatment”
“Special Factors—U.S. Federal Income Tax Considerations of the Merger”
“Special Factors—Delisting and Deregistration of Common Stock”
“The Special Meeting—Vote Required for Approval”
“The Merger Agreement—Exchange and Payment Procedures”
“The Merger Agreement—Treatment of Equity Compensation Awards”
“The Merger Agreement—Conditions to the Merger”
Annex A — Agreement and Plan of Merger
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(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 Merger and the Special Meeting”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“Special Factors—Voting Agreement”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger Agreement—The Merger Consideration and the Conversion of Common Stock”
“The Merger Agreement—Treatment of Equity Compensation Awards”
“The Merger Agreement—Exchange and Payment Procedures”
“The Merger Agreement—Employee Compensation and Benefits”
“The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance”
“Proposal 2. Merger-Related Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex B—Voting Agreement
(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet—Appraisal Rights”
“Questions and Answers About the Merger and the Special Meeting”
“Special Factors—Certain Effects of the Merger”
“Appraisal Rights”
(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
“Summary Term Sheet—Appraisal Rights” “Questions and Answers About the Merger and
the Special Meeting”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Provisions for Unaffiliated Security Holders”
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“Appraisal Rights”
(f) Eligibility for listing or trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) 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 the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“Special Factors—Voting Agreement”
“The Merger Agreement”
“Important Information Regarding the Company—Prior Public Offerings”
“Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”
“Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and Agreements”
“Important Information Regarding the Buyer Filing Parties”
“Proposal 2. The Merger-Related Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex B—Voting Agreement
(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”
“Questions and Answers About the Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
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“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Voting Agreement”
“Proposal 2. The Merger-Related Compensation Proposal”
“Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and Agreements”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger
Annex B—Voting Agreement
(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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Merger”
“Special Factors—Obligation of TA to Vote in Favor of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“Special Factors—Voting Agreement”
“The Merger Agreement”
“The Special Meeting—Vote Required for Approval”
“Proposal 2. The Merger-Related Compensation Proposal”
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“Important Information Regarding the Company — Certain Transactions in
the Shares of Common Stock”
“Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and
Agreement”
Annex A—Agreement and Plan of Merger
Annex B—Voting Agreement
Item 6.
Purposes of the Transaction, and Plans or Proposals
(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—Certain Effects on the Company if the Merger Is Not Completed”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Delisting and Deregistration of Common Stock”
“Special Factors—Financing of the Merger”
“The Merger Agreement—Treatment of Equity Compensation Awards”
“The Merger Agreement—Exchange and Payment Procedures”
Annex A—Agreement and Plan of Merger
(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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Plans for the Company After the Merger”
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“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”
“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Merger”
“Special Factors—Obligation of TA to Vote in Favor of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Delisting and Deregistration of Common Stock”
“Special Factors—Financing of the Merger”
“Special Factors—Limited Guarantee”
“Special Factors—Voting Agreement”
“The Merger Agreement—Treatment of Equity Compensation Awards”
“Important Information Regarding the Company”
Annex A—Agreement and Plan of Merger
Item 7. Purposes, Alternatives, Reasons and Effects
(a) Purposes. 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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of 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:
“Summary Term Sheet”
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“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Certain Effects on the Company if the Merger is Not Completed”
(c) Reasons. 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 Special Committee and the Board”
“Special Factors—Opinion of Qatalyst Partners LP”
“Special Factors—Opinion of Barclays Capital Inc.”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”
“Special Factors—Unaudited Prospective Financial Information”
Annex C—Opinion of Qatalyst Partners LP
Annex D—Opinion of Barclays Capital Inc.
(d) Effects. 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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Opinion of Qatalyst Partners LP”
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“Special Factors—Opinion of Barclays Capital Inc.”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Plans for the Company After the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects of the Merger for the Buyer Filing Parties”
“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—U.S. Federal Income Tax Considerations of the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Fees and Expenses”
“Special Factors—Delisting and Deregistration of Common Stock”
“The Merger Agreement—Treatment of Equity Compensation Awards”
“The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance”
“The Merger Agreement—Employee Compensation and Benefits”
“Appraisal Rights”
“Proposal 2. The Merger-Related Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex C—Opinion of Qatalyst Partners LP
Annex D—Opinion of Barclays Capital Inc.
Item 8. Fairness of the Transaction
(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”
“Questions and Answers About the Merger and the Special Meeting”
“Special Factors—Background of the Merger”
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“Special Factors—Reasons for the Merger; Recommendation of the Special Committee
and the Board”
“Special Factors—Opinion of Qatalyst Partners LP”
“Special Factors—Opinion of Barclays Capital Inc.”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
Annex C—Opinion of Qatalyst Partners LP
Annex D—Opinion of Barclays Capital Inc.
The discussion materials dated March 3, 2024, April 17, 2024, July 1, 2024, each of the discussion materials dated July 4,
2024, the discussion materials dated July 5, 2024 and July 18, 2024 and both of the discussion materials dated July 31, 2024, each prepared by Qatalyst Partners LP and/or Barclays Capital Inc., as applicable, and reviewed by the Board
and/or the Special Committee, as applicable, are filed as Exhibits (c)(iii) – (c)(xii) and incorporated herein by reference.
(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 Merger and the Special Meeting”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“The Special Meeting—Record Date and Quorum”
“The Special Meeting—Vote Required for Approval”
“The Special Meeting—Voting and Proxies”
“The Special Meeting—Revocation of Proxies”
“The Merger Agreement—Conditions to the Merger”
“Proposal 1. The Merger Proposal”
Annex A—Agreement and Plan of Merger
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(d) Unaffiliated representative. 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 Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Provisions for Unaffiliated Security Holders”
(e) Approval of directors. 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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Merger”
(f) Other offers. 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 Special Committee and the Board”
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) — (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
14
“Questions and Answers About the Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Opinion of Qatalyst Partners LP”
“Special Factors—Opinion of Barclays Capital Inc.”
“Special Factors—Certain Presentations Provided by Centerview to TA”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Where You Can Find More Information”
Annex C—Opinion of Qatalyst Partners LP
Annex D—Opinion of Barclays Capital Inc.
The discussion materials dated March 3, 2024, April 17, 2024, July 1, 2024, each of the discussion materials dated July 4,
2024, the discussion materials dated July 5, 2024 and July 18, 2024 and both of the discussion materials dated July 31, 2024, each prepared by Qatalyst Partners LP and/or Barclays Capital Inc., as applicable, and reviewed by the Board
and/or the Special Committee, as applicable, are filed as Exhibits (c)(iii) – (c)(xii) and incorporated herein by reference.
The discussion materials dated July 3, 2024 and July 20, 2024, each prepared by Centerview Partners LLC for TA are filed as Exhibits
(c)(xiii) and (c)(xiv) and are incorporated herein by reference.
(c) Availability of documents. The reports, opinions or
appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of the Company or by a representative who has
been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration
(a) — (b), (d) Source of funds; Conditions; Borrowed funds. 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”
“Special Factors—Limited Guarantee”
“The Merger Agreement—Conditions to the Merger”
“The Merger Agreement—Conduct of the Business Pending the Merger”
“The Merger Agreement—Other Covenants”
Annex A—Agreement and Plan of Merger
15
(c) Expenses. 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 Merger and the Special Meeting”
“Special Factors—Special Committee Fees”
“Special Factors—Fees and Expenses”
“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”
“The Special Meeting—Solicitation of Proxies”
“The Merger Agreement—Termination Fees and Expenses”
Annex A—Agreement and Plan of Merger
Item 11. Interest in Securities of the Subject Company
(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Security Ownership of Certain Beneficial Owners and Management”
“Important Information Regarding the Buyer Filing Parties”
“Special Factors—Voting Agreement”
Annex B—Voting Agreement
(b) Securities transactions. 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—Voting Agreement”
“Important Information Regarding the Company—Prior Public Offerings”
“Important Information Regarding the Company—Certain Transactions in the Shares of Common Stock”
“The Merger Agreement”
Annex A—Agreement and Plan of Merger
Annex B—Voting Agreement
16
Item 12. The Solicitation or Recommendation
(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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Intent of the Company’s Directors and Executive Officers to Vote in the Merger”
“Special Factors—Obligation of TA to Vote in Favor of the Merger”
“Special Factors—Voting Agreement”
“The Special Meeting—Vote Required for Approval”
Annex A—Agreement and Plan of Merger
Annex B—Voting Agreement
(e) Recommendation 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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Proposal 1. The Merger Proposal”
17
Item 13. Financial Information
(a) Financial statements. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2023, the unaudited condensed consolidated financial statements set forth in Item 1 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 are incorporated herein by reference.
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—Unaudited Prospective Financial Information”
“Important Information Regarding the Company—Book Value Per Share of Common Stock”
“Where You Can Find More Information”
(b) Pro forma information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(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 Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board”
“Special Factors—Reasons of the Buyers for the Merger”
“Special Factors—Position of the Buyers as to the Fairness of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors—Fees and Expenses”
“The Special Meeting—Solicitation of Proxies”
Item 15. Additional Information
(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
18
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger Agreement—Treatment of Equity Compensation Awards”
“Proposal 2. The Merger-Related Compensation Proposal”
Annex A—Agreement and Plan of Merger
(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
Item 16. Exhibits
The following exhibits are filed herewith:
(a)(i)
Preliminary Proxy Statement of R1 RCM Inc. (included in the Schedule 14A filed on August 30, 2024 and incorporated herein by reference).
(a)(ii)
Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
(a)(iii)
Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).
(a)(iv)
Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).
(a)(v) Current
Report on Form 8-K, dated August 1, 2024 (included in Schedule 14A filed on August 1, 2024 and incorporated herein by reference).
(a)(vi) Press Release, dated August
1, 2024 (included in Schedule 14A filed on August
1, 2024 and incorporated herein by reference).
(a)(vii) Email
to Employees, dated August 1, 2024 (included in Schedule 14A filed on August
1, 2024 and incorporated herein by reference).
(a)(viii) Employee
FAQ, dated August 1, 2024 (included in Schedule 14A filed on August
1, 2024 and incorporated herein by reference).
(a)(ix) LinkedIn
Post, dated August 1, 2024 (included in Schedule 14A filed on August
1, 2024 and incorporated herein by reference).
(a)(x) Current
Report on Form 8-K, dated August 7, 2024 (included in Schedule 14A filed on August 7, 2024 and incorporated herein by reference).
(a)(xi) Email to Employees, dated August
8, 2024 (included in Schedule 14A filed on August 8, 2024 and incorporated herein by reference).
(b) None.
(c)(i) Opinion of Qatalyst Partners LP, dated July 31,
2024 (included as Annex C to the Proxy Statement and incorporated herein by reference).
19
(c)(ii)
Opinion of Barclays Capital Inc., dated July 31, 2024 (included as Annex D to the Proxy Statement and incorporated herein by reference).
(c)(iii) Discussion Materials of Barclays Capital Inc. for the Board of Directors, dated March 3, 2024.
(c)(iv) Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Special Committee, dated April
17, 2024.
(c)(v) Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Special Committee, dated July 1,
2024.
(c)(vi) Discussion Materials of Barclays Capital Inc. for the Special Committee, dated July 4, 2024.
(c)(vii) Discussion Materials of Qatalyst Partners LP for the Special Committee, dated July 4, 2024.
(c)(viii) Discussion Materials of Qatalyst Partners LP for the Special Committee (Discussion of Next Steps), dated July
4, 2024.
(c)(ix)* Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Special Committee, dated
July 5, 2024.
(c)(x) Discussion Materials of Qatalyst Partners LP and Barclays Capital Inc. for the Non-Bidder Directors, dated July
18, 2024.
(c)(xi) Discussion Materials of Qatalyst Partners LP for the Special Committee, dated July 31, 2024.
(c)(xii) Discussion Materials of Barclays Capital Inc. for the Special Committee, dated July 31, 2024.
(c)(xiii) Discussion Materials of Centerview Partners LLC for TA, dated July 3, 2024.
(c)(xiv) Discussion Materials of Centerview Partners LLC for TA, dated July 20, 2024.
(d)(i) Agreement and Plan of Merger, dated as of July 31,
2024, by and among R1 RCM, Inc., Raven Acquisition Holdings, LLC and Project Raven Merger Sub, Inc. (included as Annex A to the Proxy Statement and incorporated herein by reference).
(d)(ii) Voting Agreement, dated as of July
31, 2024, by and between R1 RCM Inc. and TCP-ASC ACHI Series LLLP (included as Annex B to the Proxy Statement and incorporated herein by reference).
(d)(iii) Equity Commitment Letter, dated as of July
31, 2024 (as amended modified or supplemented (including by waiver or consent) from time to time), by and among Raven Acquisition Holdings, LLC, TowerBrook Investors VI Executive Fund, L.P., TowerBrook Investors VI (Onshore), L.P., TowerBrook Investors
VI (892), L.P., TowerBrook Investors VI (OS), L.P., TCC Opportunities, L.P., TB Empire Opportunities, L.P. and Clayton, Dubilier & Rice Fund XII, L.P.
(d)(iv) Limited Guarantee, dated as of July
31, 2024, by and between TowerBrook Investors VI Executive Fund, L.P., TowerBrook Investors VI (Onshore), L.P., TowerBrook Investors VI (892), L.P., TowerBrook Investors VI (OS), L.P., TCC Opportunities, L.P., TB Empire Opportunities, L.P., Clayton, Dubilier &
Rice Fund XII, L.P. and R1 RCM Inc.
20
(d)(v) Offer Letter, dated as of July 31. 2024, by and between Joseph Flanagan and
Project Raven Merger Sub, Inc.
(d)(vi) Consulting Agreement, dated as of August
13, 2024, by and among TowerBrook Capital Partners L.P., Clayton, Dubilier
& Rice, LLC and Joseph Flanagan.
(d)(vii) Interim Investors’ Agreement, dated as of July
31, 2024, by and among TCP-ASC ACHI Series LLLP, Clayton, Dubilier & Rice Fund XII, L.P., Raven Acquisition Holdings, LLC, Raven TopCo GP, LLC, Raven TopCo, L.P. and Project Raven Merger Sub, Inc.
(d)(viii) Amended and Restated Investor Rights Agreement, dated
June 21, 2022, by and among R1 RCM Inc., R1 RCM Holdco Inc. and TCP-ASC ACHI Series LLLP (included as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 21,
2022 and incorporated herein by reference)
(d)(ix) Amendment
No. 1 to Amended and Restated Investor Rights Agreement, dated as of February 5, 2024, by and between R1 RCM Inc. and TCP-ASC ACHI Series LLLP (included as Exhibit 10.1 to the Company’s Current Report on Form
8-K filed on February
6, 2024 and incorporated herein by reference)
(d)(x) Warrant,
dated February 16, 2016, by and between R1 RCM Holdco Inc. (f/k/a R1 RCM, Inc.) and TCP-ASC ACHI Series LLLP (included as Exhibit 10.3 to the Quarterly Report of R1 RCM Holdco Inc. on Form 10-Q for the quarter ended March 31,
2016 filed on May
10, 2016 and incorporated herein by reference).
(d)(xi) Warrant
Assignment and Assumption Agreement, dated June 21, 2022, by and among R1 RCM Inc., R1 RCM Holdco Inc. and TCP ASC ACHI Series LLLP. (included as Exhibit 4.6 to the Company’s Current Report filed on Form 8-K on June
21, 2022 and incorporated herein by reference)
(d)(xii) Amended
and Restated Limited Liability Limited Partnership Agreement of TCP-ASC ACHI Series LLLP, dated as of June 21, 2022, by and among TCP-ASC GP, LLC, Ascension
Health Alliance and TI IV ACHI Holdings, LP. (included as Exhibit 7.3 to the TCP-ASC ACHI Series LLLP’s Schedule 13D filed on June 21, 2022 and incorporated herein by reference)
(d)(xiii) Second Amended and Restated Registration Rights Agreement,
dated as of June 21, 2022, by and among R1 RCM Inc., R1 RCM Holdco Inc., TCP-ASC ACHI Series LLLP, IHC Health Services, Inc., Shared Business Services, LLC, CoyCo 1, L.P. and CoyCo 2, L.P. (included as Exhibit 4.1 to the Company’s
Current Report filed on Form 8-K on June 21, 2022 and incorporated herein by reference)
| * |
Certain portions of this exhibit marked with “[***]” have been redacted and provided separately to
the Securities and Exchange Commission pursuant to a request for confidential treatment. |
21
SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
|
|
|
| R1 RCM Inc. |
|
|
| By: |
|
/s/ Lee Rivas |
| Name: |
|
Lee Rivas |
| Title: |
|
Chief Executive Officer |
| Date: |
|
August 30, 2024 |
[Signature Page to SC
13E-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, complete and correct.
|
|
|
| RAVEN ACQUISITION HOLDINGS, LLC |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
|
| PROJECT RAVEN MERGER SUB, INC. |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
|
| RAVEN TOPCO, L.P. |
|
|
| By: |
|
Raven TopCo GP, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
[Signature Page to SC
13E-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
|
|
|
| Raven TopCo GP, LLC |
|
|
| By: |
|
TCP-ASC ACHI Series LLLP |
| Its: |
|
Member |
|
|
| By: |
|
TCP-ASC GP, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
|
| TCP-ASC ACHI SERIES LLLP |
|
|
| By: |
|
TCP-ASC GP, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
|
| TCP-ASC GP, LLC |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President |
| Date: |
|
August 30, 2024 |
|
| TI IV ACHI HOLDINGS, LP |
|
|
| By: |
|
TI IV ACHI Holdings GP, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
|
| TI IV ACHI HOLDINGS GP, LLC |
|
|
| By: |
|
TowerBrook Investors Ltd. |
| Its: |
|
Member |
|
|
| By: |
|
/s/ Neal Moszkowski |
| Name: |
|
Neal Moszkowski |
| Title: |
|
Director |
| Date: |
|
August 30, 2024 |
[Signature Page to SC
13E-3]
|
|
|
| TOWERBROOK INVESTORS LTD. |
|
|
| By: |
|
/s/ Neal Moszkowski |
| Name: |
|
Neal Moszkowski |
| Title: |
|
Director |
| Date: |
|
August 30, 2024 |
|
| RAVEN INTERMEDIATE HOLDINGS, LLC |
|
|
| By: |
|
Raven Parent Holdings, LLC |
| Its: |
|
Member |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
|
| RAVEN PARENT HOLDINGS, LLC |
|
|
| By: |
|
Raven TopCo, L.P. |
| Its: |
|
Member |
|
|
| By: |
|
Raven TopCo GP, LLC |
| Its: |
|
General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
| Name: |
|
Glenn F. Miller |
| Title: |
|
Vice President and Secretary |
| Date: |
|
August 30, 2024 |
|
| Neal Moszkowski |
|
|
|
|
/s/ Neal Moszkowski |
| Date: |
|
August 30, 2024 |
[Signature Page to SC
13E-3]
After due inquiry and to the best of the undersigned’s knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, complete and correct.
|
|
|
| Ascension Health Alliance |
|
|
| By: |
|
/s/ Christine McCoy |
| Name: |
|
Christine McCoy |
| Title: |
|
Executive Vice President & General Counsel |
| Date: |
|
August 30, 2024 |
[Signature Page to SC
13E-3]
Exhibit (c)(iii) Project Naboo Board of Directors Materials Investment
Banking Division Global Healthcare Group March 3, 2024
Situation Overview — New Mountain Capital (“NMC”)
filed a Schedule 13D on February 26, 2024, requesting a waiver from the standstill provisions of the Investor Rights Agreement, which would enable NMC to make a proposal to acquire R1 (the “Company”) ¡ The Schedule 13D included an
attached exhibit with a draft proposal to acquire the Company for $13.75 per share in cash, with the following provisions: w Welcomes, but does not require, the participation of any other existing stockholders, including TowerBrook, Ascension
and customer shareholders w States that NMC does not intend to sell its stake to any third party and that the proposal should not be construed as indicating an interest in any alternative change of control transaction w Assumes a
refinancing of the Company’s debt with new debt financing w Equity financing would be provided by rollover NMC equity, new cash equity provided by NMC and other potential sources (including TowerBrook and Ascension rollover equity should
they decide to participate in the transaction) w The proposal has been approved by the NMC investment committee but is non-binding and subject to ongoing diligence ¡ NMC asked for a response to the waiver request by 5:00pm ET on March 6,
2024 — We understand that NMC, TowerBrook and Ascension have been in discussions regarding a potential transaction for the last several weeks, and that those discussions remain ongoing ¡ Our understanding is that discussions have revolved
around valuation, transaction sources and uses, potential governance constructs and opportunities for the Company in a privately held setting — We look forward to advising the Company and assisting the Board in navigating the situation —
The goal of today’s discussion is to provide background / context and answer any questions related to the situation 1
Overview of $13.75 New Mountain Capital Offer ($ in millions, except
for per share values) Transaction Overview New Equity Required Sensitivity New Sponsor NMC NMC / TB / A — Assumes R1 is taken private at $13.75 per share, a ~24% (2) (3) (4) premium to the unaffected share price of $11.10 on February (No Equity
Roll) Rolls (100%) Roll (100%) 23, 2024 5.50x $5,288 $3,419 $1,295 — Assumes R1’s existing debt will be refinanced 6.00x 4,963 3,094 970 ¡ For illustrative purposes, we have assumed new debt is issued to maximum leverage of 6.0x,
resulting in new debt 6.50x 4,638 2,769 645 of $3,900mm (1) — Assumes $650mm of leverageable EBITDA Market Values and Multiples Premiums / (Discounts) Undisturbed Recent Close Recent Close (2/23/24) NMC Offer (3/1/24) NMC Offer (3/1/24) Stock
Price $11.10 $13.75 $14.00 Stock Price $13.75 $14.00 Diluted Shares 460.6 465.6 466.0 % Premium to: Equity Value $5,113 $6,402 $6,524 Net Debt 2,158 2,158 2,158 Pre Request (1/25/24) $10.17 35% 38% Enterprise Value $7,270 $8,560 $8,681 Undisturbed
(2/23/24) $11.10 24% 26% 30 Day VWAP $10.33 33% 36% EV / EBITDA (Wall Street Consensus) 90 Day VWAP $10.83 27% 29% 2023A $614 11.8x 13.9x 14.1x 52 Week High (7/17/23) $18.49 (26%) (24%) 2024E $668 10.9x 12.8x 13.0x 2025E $784 9.3x 10.9x 11.1x 52
Week Low (1/11/24) $9.11 51% 54% Source: FactSet, Company filings. Note: Market data as of 3/1/2024. 1. Includes $614mm of 12/31/23 LTM Adj. EBITDA, $26mm of Acclara EBITDA and $10mm of leverageable cost synergies. 2. Every $1 added to purchase
price requires additional $487mm of new equity. 3. Every $1 added to purchase price requires additional $351mm of new equity. NMC offer price values NMC’s total stake (136mm shares) at $1,870mm. 4. Every $1 added to purchase price requires
additional $186mm of new equity. NMC offer price values NMC’s total stake (136mm shares) at $1,870mm and TB / A total stake (154mm shares, including warrants) at $2,124mm. 2 Leverage
Share Price Historical Stock Price Performance and Valuation EV / NTM
EBITDA, Share Price and Volume (Last Five Years) Average Per Year 2019 2020 2021 2022 2023 YTD '24 '19-'24 EV / NTM EBITDA 16.1x 15.4x 22.1x 17.3x 12.6x 9.4x 16.5x (1) 35x $35.00 % YoY Rev Growth 12.5% 14.8% 15.8% 17.4% 16.8% 14.1% 15.4% 2/18/21:
Reported Q4 and FY (1) 2020 earnings % YoY EBITDA Growth 57.0% 37.7% 22.2% 24.7% 20.2% 17.6% 31.9% Share Price $10.94 $14.23 $23.77 $20.66 $14.52 $10.77 $16.61 30x $30.00 1/10/22: Announced acquisition of Cloudmed 25x $25.00 2/26/24: Received $13.75
unsolicited bid from New Mountain Capital 20x $20.00 15x $15.00 NMC Offer (Share Price): $13.75 $14.00 12.6x NMC Offer (Implied NTM Multiple): 12.4x 10/16/23: Jehoshaphat 10x $10.00 published short report; shares fell ~8% 11/13/23: Announced plans
to 5x $5.00 restate earnings from FY'21 11/8/22: Reported Q3 earnings through Q2'23; shares fell ~3% miss and CEO change 0x $0.00 Mar-19 Feb-20 Feb-21 Mar-22 Mar-23 Mar-24 EV / NTM EBITDA EV / NTM EBITDA (Implied by NMC Offer) Share Price NMC Offer
Source: FactSet, Company filings. Note: Market data as of 3/1/2024. 1. Represents forward fiscal year vs. current fiscal year growth. 3 EV / NTM EBITDA
Wall Street Research Reactions Review of the Quarter Views on 2024E
Guidance Views on Takeout Price Views on Process “Although revenue fell short of “… believe the lackluster guidance “…By our math, a PE firm can extract “We view New Mountain’s bid as an
expectations…adj-EBITDA still came increases the likelihood of an a relatively healthy return with a bid opening salvo, intended to garner in ahead of estimates…Thus, eventual sale” up to $17/share” additional private equity
interest…” execution can be characterized as Broker H, 2/27/2024 solid.” “R1 provided additional color around Broker E, 2/27/2024 Broker E, 2/27/2024 the build to FY24 guidance and the Broker D, 2/27/2024 drivers of the
$33M/$23M revenue/EBITDA delta vs. consensus, “We view NMC’s offer is likely not “R1’s 4Q’23 results and 2024 “…we believe a deal is likely given with the majority driven by their last / final offer and
should guidance underscored that that (1) New Mountain has a sizable onboarding pushouts. ... From a fundamentals are solid even with serve as a floor to attract potential ownership stake…and (2) a takeout new contract perspective, the FY24
some client timing and investment bidders and would note that all parties could present a clean exit forecast assumes: (1) no in-year involved support the management headwinds” opportunity for TCP-ASC” contribution from Sutter Phase 2
team.” onboarding (we previously est $58M Broker J, 2/27/2024 contribution)...” Broker B, 2/26/24 Broker B, 2/27/2024 Broker M, 2/28/24 “Executing in Q4 (including a small new win), no new issues popping “With respect to
guidance, we believe “We suspect NMC is being management is making up (following negative data points in “…we suspect investors hoping for a opportunistic from a timing appropriately conservative 2H23, mostly out of RCM’s
control), multiple on RCM shares of >15x perspective, but we also recognize assumptions…” and adding precision to the 2024 from NMC in this transaction are likely that with the Providence and Acclara outlook, allows investors to
transition Broker D, 2/27/2024 to be disappointed” transactions, RCM could be facing to tallying up known and highly-visible some time consuming and expensive “The 2024 story contains a few moving profitability drivers set to contribute
in integration and onboarding that might parts as a result of these wins (namely the coming years” Broker F, 2/27/24 Providence), the Pediatrix (MD Mayo; better be done in private” MP) attrition, and the APP bankruptcy Broker M,
2/28/2024 as well as the push-out of Sutter “The $13.75 per share offer implies…a Broker F, 2/27/24 Phase 2. Ultimately, R1's story is 1-turn discount to R1’s average over “RCM posted strong 4Q23 results, always going to have
elements of the past year and a ~5 turn discount both revenues and adjusted change – new customer wins are a to the company’s average forward EBITDA above consensus and its clear long-term positive but distort true EBITDA multiple over
the past three early January update” near-term profitability. 2024 has a few years” more of these than a typical year, but Broker O, 2/27/2024 we continue to like the setup Broker B, 2/26/24 heading into 2025 and subsequent years”
Broker J, 2/27/2024 Source: Wall Street research. 4
Wall Street Research Target Prices Select Price Targets Broker Outlook
Last Twelve Months Analyst Date Select Price Targets Buy ~12.5x EV / '25E EBITDA $18.00 Broker A 2/27/2024 Hold ~9x EV / '25E EBITDA $14.00 Broker B 2/27/2024 Broker C 2/27/2024 3.3x EV / '25E Revenue $20.00 13.5x EV / '24E Adj. EBITDA $17.00 Broker
D 2/27/2024 ~10.5x EV / '25E EBITDA $14.00 Broker E 2/27/2024 12.5x EV / '24E EBITDA $15.00 Broker F 2/27/2024 (1) 11.0x EV / '25E EBITDA $16.00 Broker G 2/27/2024 ~14.0x EV / '24E EBITDA $18.00 Broker H 2/27/2024 (2) ~12.5 EV / '24E EBITDA $17.00
Broker I 2/28/2024 (3) ~12.5 EV / '25E EBITDA $17.00 Broker J 2/27/2024 12.0x EV / '25E EBITDA $17.00 Broker K 2/28/2024 ~15x EV / '24E EBITDA $19.00 Broker L 2/27/2024 12.3x EV / '25E EBITDA $16.00 Broker M 2/28/2024 5-Year DCF (10% discount rate)
$20.00 Broker N 2/27/2024 ~11.0x EV / '25E EBITDA $16.00 Broker O 2/27/2024 Current Price: Average PT: $14.00 $16.93 Represents revised price target in latest report Source: FactSet. Note: Market data as of 3/1/2024. 1. Revised from $12 price target
pre Q4 announcement. 2. Revised from $13 price target pre Q4 announcement. 3. Revised from $14 price target pre Q4 announcement. 5
Take Out Price Implied by Current Share Price Current stock price
reflects the market’s assessment of the probability of a sale and the price at which the sale would happen Key Inputs Implied Take Out Price Analysis — Standalone Price: $11.10 (equal to Standalone Price the undisturbed price on 2/23/24)
$9.00 $10.00 $11.00 $11.10 $12.00 — Current stock price: $14.00 50% $20.07 $18.94 $17.80 $17.69 $16.66 — Time to Close: 6 months 75% $16.47 $16.05 $15.64 $15.59 $15.22 — Annual cost of funds: 5.6% — Probability of closing once
announced: 95% 100% $14.66 $14.61 $14.55 $14.55 $14.50 Of the non-insider shareholders of R1, almost half are hedge funds and only 20% are long only owners Source: FactSet. Note: Market data as of 3/1/2024. 6 Probability of Takeout
Illustrative Overview of Key Questions and Range of Alternatives At the
appropriate time, the Board / Special Committee should consider several key questions, along with advice from advisors on strategic alternatives and valuation, before deciding on a path forward Illustrative Questions for the Board to Consider Range
of Alternatives What you need to believe… — 1 Is the $13.75 offer a reasonable basis to initiate Status Quo conversations? — The $13.75 offer is not sufficient to engage in conversations ¡ Does it fairly compensate R1
shareholders for the “Shut Down” standalone future value creation opportunity? — The Company can create more value for Engagement shareholders by executing on the standalone plan ¡ How does it compare to other potential
alternatives? with NMC — Perspective on NMC’s response — 2 Which parties are included in the buyer group? ¡ NMC alone — The valuation gap is narrow enough that we ¡ NMC & TB / A Engage believe a deal can be reached
Bilaterally with ¡ Views of each party on buying vs. selling — NMC / TB / A have stated that they will block a NMC or sale to an alternative buyer — 3 How do we view the interest level and ability to transact of NMC & TB / A other
potential buyers? (or Anyone) ¡ What other potential buyers (both strategic and financial) have inbounded since the offer letter and — While worth considering, the $13.75 NMC offer is what have they messaged in terms of interest? Launch
not sufficient to exclude other potential buyers in our evaluation of strategic alternatives Broader ¡ What is our view on potential buyers that have not yet inbounded? Strategic — That the posture of NMC / TB / A indicates Alternatives
possibility exists for a third party transaction ¡ What is the posture of existing shareholders in the Process buyer group? Broad Process 7
Discussion Topics — Enabling management to stay focused on
business and minimizing disruption for customers is critical — Board’s responsibilities in current situation — At the appropriate time and with the appropriate audience, value of initial proposal vs. standalone plan and other
alternatives ¡ Ability for New Mountain and / or others to enhance proposal ¡ Consider whether a process where non-insider buyers can compete with insider shareholders is feasible taking into account posture of existing shareholders ¡
Near-term business momentum — Risks associated with current situation: ¡ Relationships with customers ¡ Certainty of transaction (debt financing, etc.) ¡ Risk(s) of non-completion ¡ Potential disruption to business ¡
Litigation — Communications with key constituents (investors, customers, employees, etc.) — Timing ¡ Next quarter ¡ Investor conferences ¡ Other th ¡ March 6 request from New Mountain 8
Summary of Potential Alternatives These alternatives involve the
entire company and do not address a transaction which may provide liquidity or partial liquidity to certain shareholders Description Discussion Topics — Continue to operate as a — Risk / upside to achieving the standalone plan standalone
public company — Sustainability and / or upside to multiple with a focus on growing — Impact of shareholder base on trading levels shareholder value Status Quo — Includes ordinary course M&A — Corporate M&A activities as
well as capital — Financial engineering allocation decisions to drive — Near term share price moves / dislocation shareholder value — Sale to a financial sponsor: — Universe of potential buyers ¡ NMC — Posture of
existing shareholders Take Private ¡ NMC / TowerBrook / — Buyer due diligence Ascension — Ability to pay above current offer price ¡ Another financial sponsor — Breadth of motivated buyer universe Strategic — Sale to
strategic buyer— Posture of existing shareholders Sale — Timing and process to execute Current ownership and governance structure impact each of the scenarios 9
Preliminary Work Plan Week 1 Week 2 / 3 th th th February 26 March 4 /
11 — Barclays to send preliminary Get clarity from investors regarding “intentions” and perspectives on information / diligence request list to strategic alternatives: Company — Willingness of various parties to be buyers or
sellers — Setup call with Company to review: — Willingness of various parties to work with other buyers ¡ Feedback from investor meetings Based on the above, formulate a work plan: ¡ Discussions and correspondence —
Formation of a Special Committee, if applicable with NMC and other shareholders — Diligence session with management to review projections and standalone ¡ Any other inbound communications plan — Understand with Company Counsel: —
Agree on the range of strategic / financial alternatives to review with the ¡ Standstill agreement(s) Board ¡ Ascension contract¡ Reject proposal and execute standalone plan ¡ Any change of control matters¡ Engage with buyer
group — Discuss response strategies and PR / ¡ Initiate sale process (strategics or new sponsors) IR matters (including customers, ¡ Other strategic or financial alternatives employees, etc.) 10
Appendices
R1 RCM Top 25 Shareholder Overview = Frequent Activist (Values in
millions, unless stated otherwise) = Occasional Activist Overview of Top Shareholders Shareholder Base Composition Est. % Pension Current Current QoQ Δ in Shareholder Cumulative Holdings Cost from Holding MV % O/S 1% (2) Basis Offer Index
Long-Only 1 New Mountain Capital $1,904 -- -- -- 32.4% 10% 6% 2 TowerBrook Capital / Ascension 32.4% 1,904 -- -- -- 65% 3 BlackRock 235 (0.1%) 14.43 (4.7%) 4.0% 69% 4 Vanguard 213 (0.7%) 16.44 (16.4%) Hedge Fund 3.6% 72% 13% 5 Coliseum Capital Mgmt.
74 NEW 11.38 20.8% 2.4% 75% Broker/Dealer 6 Sachem Head Capital Mgmt. 134 1.2% 10.56 30.2% 2.3% 77% 1% Insider 7 Citadel 127 (0.3%) 15.65 (12.2%) 2.2% 79% (1) 67% Other 8 Capital Group 117 0.0% 18.29 (24.8%) 2.0% 81% 2% 9 Voss Capital 100 1.4% 15.00
(8.4%) 1.7% 83% 10 Morgan Stanley Top 10 79 (0.3%) 13.44 2.3% 1.3% 84% 11 BNY Mellon 77 (0.4%) 16.47 (16.5%) 1.3% 86% Last 3-Months Trading Volume 12 State Street 76 0.1% 13.59 1.1% 1.3% 87% Figures in Millions 13 OrbiMed Advisors 67 0.3% 14.95
(8.0%) 1.1% 88% 35 14 Norges Bank Investment Mgmt. 54 0.3% 20.27 (32.2%) 1.0% 89% Trading volume spiked to over 3x the 3-month average 30 15 Paradigm Capital 0.9% 49 0.1% 3.20 329.9% 90% Following NMC’s 13D/A 16 P2 Capital Partners 47 0.2%
13.47 2.1% 0.8% 91% 25 17 Dimensional 0.8% 47 0.3% 16.88 (18.5%) 92% 20 18 American Century Investment Mgmt. 46 (0.4%) 15.21 (9.6%) 0.8% 92% 19 Joseph Flanagan 45 (0.0%) 21.13 (34.9%) 0.8% 93% 15 20 Geode 40 0.0% 14.89 (7.7%) 0.8% 94% 10 21 Snyder
Capital Management 34 (0.4%) 15.09 (8.9%) 0.7% 95% 22 Qube Research & Technologies 32 NEW 11.38 20.8% 0.6% 95% 5 23 Parsifal Capital Management 31 (0.2%) 16.67 (17.5%) 0.5% 96% 3 mo. avg.: 0 4.7mm 24 Man Group 29 0.4% 16.62 (17.3%) 0.5% 96% D Ja
F 25 Squarepoint Top 25 25 NEW 11.38 20.8% 0.5% 97% ec n eb Source: FactSet, Company filings. Note: New Mountain Capital data as of 2/26/2024, TowerBrook data as of 2/6/2024, all others as of 12/31/2023. Share price as of 3/1/2024. 1. Includes
wealth management, bank investment divisions, insurance companies and family offices. 2. Reflects percent difference between New Mountain’s initial offer of $13.75 per share and estimated cost basis per FactSet and Bloomberg. 11
Coliseum Reaction Coliseum has a history of activism and owns ~2% of
the Company Coliseum Letter “We are writing on behalf of Coliseum Capital Management, LLC which, through its managed funds and accounts, beneficially owns over 10 million shares of common stock of R1 RCM Inc. (“R1” or the
“Company”). As such, we are in aggregate, one of the five largest shareholders. We have reviewed the Amended 13D filed this morning by New Mountain Capital, L.L.C. proposing a transaction under which all of the outstanding shares of R1
would be acquired for cash consideration of $13.75 per share. We believe this proposal meaningfully undervalues the Company and is not in the best interest of shareholders. As we have shared with management in multiple meetings, we are excited about
R1’s current strategy and longer- term prospects, and impressed by Lee Rivas, Jennifer Williams and the broader team. Furthermore, we support the current Board of Directors and your efforts in building the business for the benefit of all
shareholders. R1 is on a compelling trajectory, and we have deep conviction in management’s ability to execute and create durable shareholder value over the coming years. We encourage the Board of Directors to stand firm and require a
materially higher price, or reject the offer and stay the course as a public company. To be clear, given the strength of R1’s business prospects, we believe remaining public and driving forward the existing strategy will result in greater
value for all shareholders than accepting a price at or near the current offer. We appreciate your consideration of our views, which come in the genuine spirit of partnership. We look forward to remaining supportive shareholders and thank you for
your leadership.” Source: Press release. 12
Potential Strategic Buyers Software Payments Diversified Healthcare
Tech Services 13
Disclaimer This document has been prepared by Barclays Capital Inc.
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Exhibit (c)(iv) PRE PRELIMI LIMINAR NARY Y DRA DRAFT FT Conf Confid
idential ential Project Rover Special Committee Discussion Materials April 17, 2024
PRELIMINARY DRAFT Confidential Discussion Agenda • Overview of
Current Situation • Overview of Rover Management Plan and Preliminary Valuation Analyses – Qatalyst Partners – Barclays • Board Discussion on Next Steps 2
PRELIMINARY DRAFT Confidential Overview of Current Situation
3
PRELIMINARY DRAFT Confidential Overview of Current Situation Recent
Background • On January 26, New Mountain Capital and its affiliates (“New Mountain Capital” or “NMC”) privately submitted a request to the Rover board for a waiver of the standstill restriction contained in the Investor
Rights Agreement between Rover and NMC − The request included a draft proposal (“New Mountain Capital Draft Proposal” or “NMC Draft Proposal”) with a purchase price of $13.75 per share in cash for 100% of the shares of
Rover not owned by NMC (stated that NMC would pursue the transaction without any rollover from TB/A) − On February 26, NMC filed an updated 13D, making the NMC Draft Proposal public, and also included a statement that NMC and TCP-ASC
(“TCP-ASC” or “TB/A”) were in active discussions to make a joint proposal • On March 8, NMC orally requested a waiver from certain antitakeover statutes to continue to pursue a joint transaction with NMC • On
March 11, Rover publicly announced via press release the formation of the Special Committee to evaluate strategic alternatives and stated its commitment to enhancing shareholder value • Also on March 11, TB/A filed a 13D requesting a waiver
from certain antitakeover statutes to continue to pursue a joint transaction with NMC and stating its belief that any transaction other than a “Joint Transaction would be difficult if not impossible to execute” • On March 18, a
letter was sent to NMC and TB/A by the Special Committee directing them to cease discussions regarding a potential joint transaction • On March 19, Rover filed an 8-K publicly disclosing (1) the retention of Qatalyst Partners and Barclays (the
“Financial Advisors”) as financial advisors, and Skadden as legal counsel, to the Special Committee and (2) the Special Committee’s direction to NMC and TB/A to cease their discussions • Both NMC and TB/A have verbally
confirmed to the Financial Advisors that they are no longer in discussions with one another 4
PRELIMINARY DRAFT Confidential Overview of Current Situation (Continued)
Current Status of Discussions with NMC, TB/A and other Key Board / Customer Constituents • The Financial Advisors spoke to NMC on March 25 and April 4, and NMC advised that they: − Remain focused on quick resolution of the current
discussions with minimal distraction to Rover management given current business dynamics − Are supportive of a potential process to consider other proposals (potentially willing to make a public statement to that effect) − Are willing to
sell their shares, but believe their clearing price is likely not attainable given current conditions − Prefer to partner with TB/A, but open to others in addition to TB/A − View customer diligence with Ascension as critical to
NMC’s willingness to undertake a transaction − Believe Rover has operational issues that weigh on their view of value and emphasized need for a quick / efficient resolution − Prior to ceasing discussions with TB/A, had tentatively
agreed on economic terms of a potential transaction with TB/A and were still working through certain governance provisions • The Financial Advisors spoke to TB/A on March 28 and April 9 − TB/A advised that they are very focused on
customer support of Ascension during critical time in the industry − TB/A was leaning against supporting a process and was non-committal as to whether they would participate in a process as bidders − TB/A noted that they believe it is
critically important to move quickly given current business dynamics and challenges Rover is facing − TB/A reiterated they are not a seller and expressed the utmost importance of the relationship between Rover and Ascension • In
addition, the Financial Advisors spoke to certain Board members (including those that are customer representatives): Joe Flanagan (former Rover CEO); Dominic Nakis (Sutter Health); Clay Ashdown (Intermountain); Erik Wexler (Providence); and David
Dill (LifePoint) − Feedback was broadly consistent with a focus on shareholder value, customer service and retention and minimizing distractions for management to focus on execution − All parties expressed a desire to move quickly to
resolution 5
PRELIMINARY DRAFT Confidential Overview of Current Situation (Continued)
Management Plan Update • Rover Management has prepared a longer-term Management Plan (“Management Plan”) for purposes of the Special Committee’s evaluation − The Management Plan includes 7 years of financial projections
(2024-2030), with 2024 based on the 2024 Board-approved budget (adjusted for the impact of the Change Healthcare cyber attack) − The Management Plan was prepared by Management to reflect a balanced view of potential future performance −
The Management Plan includes the impact of Rover’s acquisition of Acclara, as well as the impact of the Change Healthcare cyber attack − In preparing the Management Plan, Management and the Special Committee also consulted with Joe
Flanagan (former Rover CEO) to stress-test key assumptions and receive additional feedback • The Management Plan was presented by Rover Management to the Special Committee on April 5 − The presentation included a review with the Special
Committee of the basis for the projections, areas of potential upside, potential risks, and detail on key areas of the business (including End-to-End, Physicians, Modular, the Acclara acquisition, etc.) − Management noted key revenue growth
and cost assumptions underlying the Management Plan, as well as free cash flow and debt paydown projections − Potential risks and opportunities outside of the Management Plan were also discussed − The Special Committee had follow-up
questions, which were addressed by Management on April 5, April 7 and April 9 • The Special Committee approved the Management Plan for use by the Financial Advisors in valuation work on April 9 − The Financial Advisors have prepared
preliminary valuation analyses based on the Management Plan 6
PRELIMINARY DRAFT Confidential Rover Share Price Over Time and
Illustrative Statistics at Various Prices Share Price Over Time Rover Illustrative Statistics at Various Prices Jan. 10, 2022 $35.00 ($MM, except per share amounts) Rover announced all-stock Rover Rover NMC acquisition of Cloudmed for $4.1Bn
Unaffected Current Draft Proposal 1-Day Price Rxn.: (1%) Illustrative 2/23/24 (5) 4/16/24 2/26/24 (6) Share Price: $11.10 $12.21 $13.75 $30.00 Implied Transaction Premium Statistic Nov. 8, 2022 Premium to Price Prior to Public Disclosure Announced
Q3'22 $11.10 - 10% 24% of NMC Draft Proposal (2/23/24) (5) earnings miss and retirement of Joe Flanagan $25.00 Premium to Current Price (4/16/24) 12.21 (9%) - 13% / appointment of Lee Premium to 30-Day VWAP Rivas (Prior to Public Disclosure of NMC
Draft Proposal) 10.31 8% 18% 33% 1-Day Price Rxn.: (50%) (1)(5) $20.00 Premium to LTM High Share Price 18.49 (40%) (34%) (26%) Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,653 $6,402 $15.00 NMC Draft Fully-Diluted
Enterprise Value (2) $7,286 $7,826 $8,575 (6) Proposal: $13.75 Street Consensus Estimates Unaffected Price (5) (2/23) : $11.10 Adj. EBITDA Multiples (3) Current: $12.21 $10.00 CY24E / NTM $659 10.7x 11.9x 13.0x CY25E 778 9.1 10.1 11.0 Rover
Management Plan Feb. 26, 2024 Adj. EBITDA Multiples (4) $5.00 Public filing of the NMC Draft Proposal for $13.75 / share (all- CY24E / NTM $655 11.1x 11.9x 13.1x cash) and issuance of open letter regarding NMC Draft Proposal CY25E 766 9.5 10.2 11.2
by Coliseum Capital 1-Day Price Rxn.: +25% $0.00 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Note: Current market prices as of April 16, 2024. (3) Rover Street projections based on FactSet mean consensus estimates as of
April 16, 2024. (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior to public (4) Rover Management Plan provided by Rover Management in April 2024. filing of the NMC Draft Proposal. (5)
Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing 7 (2) Rover capitalization per Rover 10-K for the period ended December 31, 2023. Balance sheet statistics per
Rover 10-K for the of the NMC Draft Proposal. period ended December 31, 2023, pro forma for the close of the Acclara transaction per management as of March 2024. (6) Reflects New Mountain Capital Draft Proposal publicly filed on February 26,
2024.
PRELIMINARY DRAFT Confidential Overview of Rover Daily Trading From Week
of Request for Waiver of Investor Rights (January 22, 2024) to Current (April 16, 2024) Mar. 19, 2024 Feb. 26, 2024 Rover discloses it has hired advisors to the Share Price Trading Volume (000s) Public filing of the NMC Draft Proposal for $13.75 /
share Special Committee and that it has rejected (all-cash) and issuance of open letter regarding NMC Draft $15.00 35,000 TCP-ASC and NMC’s request for a waiver Proposal by Coliseum Capital of the standstill agreement 1-Day Price Rxn.: +25%
1-Day Price Rxn.: (1%) 30,000 $14.00 Feb. 22, 2024 25,000 UnitedHealth announces Jan. 26, 2024 suspected cybersecurity breach of $13.00 New Mountain Capital delivers a Change Healthcare IT systems Rover Mar. 11, 2024 private request for the waiver
of $12.21 1-Day Price Rxn.: (0%) 20,000 certain provisions of their Investor Rover announces the formation of the (1) +10% vs. 2/23 Rights Agreement special committee; TCP-ASC files 13D $12.00 (12%) vs. 2/26 amendment disclosing request for a 15,000
waiver of take-over statutes and a statement that they are not a seller $11.00 1-Day Price Rxn.: +1% 10,000 $10.00 5,000 Selected (2) HCIT (1) (10%) vs. 2/23 $9.00 0 1/22 1/23 1/24 1/25 1/26 1/29 1/30 1/31 2/1 2/2 2/5 2/6 2/7 2/8 2/9 2/12 2/13 2/14
2/15 2/16 2/20 2/21 2/22 2/23 2/26 2/27 2/28 2/29 3/1 3/4 3/5 3/6 3/7 3/8 3/11 3/12 3/13 3/14 3/15 3/18 3/19 3/20 3/21 3/22 3/25 3/26 3/27 3/28 4/1 4/2 4/3 4/4 4/5 4/8 4/9 4/10 4/11 4/12 4/15 4/16 (11%) vs. 2/26 % Daily Δ Rover: (1%) 0% (3%) 2%
1% (2%) 0% 5% 0% (3%) (2%) 0% 2% (1%) 4% (3%) 4% 2% (3%) (1%) (1%) 4% (0%) 25% 5% (1%) (2%) (0%) (0%) (0%) (0%) 2% (2%) 1% 0% (1%) (2%) (1%) (3%) (1%) 0% (0%) (1%) 0% (0%) 0% (1%) (2%) 0% 0% (0%) (1%) 2% 1% (1%) 1% (2%) (1%) (1%) (2) (0%) (0%) 0% 1%
1% (1%) (2%) 2% (3%) (1%) 2% (0%) (1%) 1% 2% (3%) 2% 2% (1%) (0%) (2%) (1%) 2% 1% (1%) (3%) 0% 0% 0% (1%) (1%) 1% 1% (1%) (0%) (1%) (2%) (1%) 1% 1% 0% (1%) (2%) (0%) 0% 1% 1% (2%) (1%) (1%) (1%) (0%) 1% 1% (1%) 0% (1%) (2%) (0%) Selected HCIT :
Cumulative Volume (% of Common Shares 1% 2% 2% 3% 4% 5% 5% 7% 7% 8% 8% 9% 9% 10% 10% 11% 11% 12% 13% 13% 14% 15% 17% 24% 28% 29% 30% 31% 33% 34% 34% 35% 36% 37% 38% 38% 39% 40% 40% 41% 42% 43% 43% 44% 45% 45% 46% 47% 48% 48% 49% 49% 49% 50% 50% 51%
51% 52% 52% Outstanding): Source: Closing prices and volumes per FactSet as of April 16, 2024. (1) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the New Mountain Capital Draft Proposal. 8 (2) Selected
healthcare information technology group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge as per Qatalyst Partners analysis.
PRELIMINARY DRAFT Confidential Management P&L Summary Historicals
Management Plan Calendar Year Ended December 31, '24B-'30E 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR ($ in millions, except per share values) Revenue $1,475 $1,806 $2,254 $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 8.1% %
growth 22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% Gross Profit $567 $758 $1,025 $1,202 $1,326 $1,457 $1,612 $1,750 $1,874 $2,007 8.9% % margin 38.5% 41.9% 45.5% 45.1% 45.5% 46.7% 47.5% 47.6% 47.3% 47.1% (-) Support Costs (221) (334) (410) (547)
(560) (583) (611) (641) (673) (706) Adj. EBITDA $346 $424 $614 $655 $766 $874 $1,001 $1,109 $1,202 $1,301 12.1% % margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% (-) Depreciation & Amortization (78) (172) (278) (341) (346)
(363) (375) (388) (402) (416) (-) Stock-Based Compensation (77) (65) (72) (84) (92) (95) (100) (108) (117) (125) (-) Non-Recurring Costs (56) (190) (117) (114) (60) (35) (30) (30) (30) (30) Income from Operations $136 ($3) $148 $117 $268 $381 $496
$582 $653 $729 35.7% Note: Rover filings, Management Plan. 9
PRELIMINARY DRAFT Confidential Qatalyst Partners: Overview of Rover
Management Plan and Preliminary Valuation Analyses 10
Legend Street Rover Mgmt. Plan Overview of Rover Management Plan
Revenue ($MM) Adjusted EBITDA ($MM) Actual Projection Actual Projection Budget Budget 2024E Rev. Guidance 2024E EBITDA Guidance $1,301 $4,269 $1,198 $2,625 - $2,675 $650 - $670 $1,202 $4,261 $3,962 $627 $3,850 $1,059 (1) $2,351 $3,677 Organic Rev.
(1) +2% gr. Organic EBITDA $3,262 $622 Excludes $295M rev. $2,371 $1,109 Excludes $34M EBITDA contribution $889 contribution from Acclara $2,956 +1% gr. from Acclara (11% mgn.) $1,001 $778 $3,392 $2,666 CY23A-CY28E CAGR: 14% CY23A-CY28E CAGR: 14%
$659 $2,254 $3,123 $874 $2,913 $614 CY23A-CY30E CAGR: 10% CY23A-CY30E CAGR: 11% $1,806 $2,644 $766 $1,475 $424 $655 $346 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 7.8%
17.8% 14.4% 18.7% 13.1% Street EBITDA Gr.: Forecast vs. Street: 0.6% (1.6%) (4.4%) (11.9%) (13.9%) 6.7% 16.9% 14.1% 14.5% 10.7% 8.4% 8.2% Mgmt. EBITDA Gr.: # Brokers: 16 16 10 3 3 Forecast vs. Street: (1.0%) (1.8%) (2.0%) (5.5%) (7.5%) # Brokers: 16
16 10 3 3 Revenue Growth YoY (%) Adjusted EBITDA Margin (%) Actual Projection Actual Projection Budget Budget 30% 25% 27% 30% 22% 28% 31% 27% 30% 26% 26% 18% 18% 28% 16% 25% 28% 27% 23% 23% 26% 12% 17% 11% 10% (1) Organic Rev. Gr. 9% 25% 8% 4% 8%
(1) Organic EBITDA Mgn. Excludes $295M rev. contribution from Acclara 5% 9% 8% Excludes $34M EBITDA contribution 7% from Acclara (11% mgn.) 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E
2029E 2030E Source: Company filings and FactSet as of April 16, 2024. Rover Management Plan provided by Rover Management in April 2024. Note: Historical statistics per latest available publicly filed Rover financial statements. Street consensus
estimates for 2029E and onwards are excluded due to limited broker coverage. 11 (1) Organic statistics pro forma for the acquisition of Acclara announced on December 6, 2023; statistics per Rover Management as April 2024. CONFIDENTIAL | PRELIMINARY
DRAFT
Rover NTM EBITDA Multiples and Selected Statistics Over Time From
January 1, 2017 to Current (April 16, 2024) COVID-19 NTM Rev. Gr. Average Statistics Over Time Unaffected (2) NTM 2017 2018 2019 2020 2021 2022 2023 2024YTD (1) Current (2/23/24) NTM EBITDA Mgn. EBITDA Mult. NTM EBITDA Mult. - 29.8x 18.2x 17.8x
24.1x 18.7x 13.5x 9.5x 11.9x 10.7x 35.0x 70% NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% 17% 19% NTM EBITDA Mgn. 2% 7% 14% 19% 23% 26% 27% 27% 25% 25% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 12% 7% 11% 30.0x 60% Jan. 10, 2022 Rover announces 100%
stock acquisition of Cloudmed for $4.1Bn 25.0x 50% 1-Day Price Rxn.: (1%) 20.0x 40% Unaffected NTM EBITDA (2) Mult. (2/23) : 15.0x 30% 10.7x Current: 11.9x NTM EBITDA 10.0x 20% Margin: 25% NTM Rev. Growth: 17% 5.0x 10% 0.0x 0% Jan-17 Jan-18 Jan-19
Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of April 16, 2024. Note: Limited analyst coverage for Rover until August 2017. Note: Certain statistics shown pro forma for Rover’s acquisition of Cloudmed from June 21, 2022 to August 2,
2023. (1) Average statistics in 2024 calculated up until February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 12 (2) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the
trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT
Average Trading Statistics Over Time Unaffected 2017 2018 2019 2020
2021 2022 2023 2024YTD (2) (2/23/24)(4) Current Rover (3) NM 29.8x 18.2x 17.8x 24.1x 18.7x 13.5x 9.5x 10.7x 11.9x NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% - 17% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 12% - 7% NTM EBITDA Mgn. 2% 7% 14% 19% 23%
26% 27% 27% - 25% Selected HCIT Long-Term Trading Selected HCIT (1) 16.0x 18.5x 17.1x 16.9x 19.7x 17.4x 14.9x 12.9x 12.5x 10.9x NTM Rev. Gr. 20% 12% 14% 13% 13% 17% 13% 10% - 9% NTM EBITDA Gr. (2%) (17%) 198% (8%) 23% 21% 32% 4% - 2% From January 1,
2017 to Current (April 16, 2024) NTM EBITDA Mgn. 20% 21% 19% 14% 14% 11% 15% 17% - 17% COVID-19 Selected Business Process Outsourcing (5) 13.2x 14.3x 14.5x 14.9x 15.3x 13.9x 11.8x 9.9x 10.2x 8.9x NTM Rev. Gr. 9% 11% 10% 2% 10% 11% 10% 7% - 6% NTM
EBITDA NTM EBITDA Gr. 19% 20% 21% 2% 7% 11% 11% 9% - 9% Multiple NTM EBITDA Mgn. 17% 17% 18% 18% 21% 22% 22% 22% - 22% 24.0x Legend Rover 22.0x Selected Healthcare Information Technology Selected Business Process Outsourcing 20.0x 18.0x 16.0x 14.0x
Current: 10.9x 12.0x Unaffected (4) (2/23) : 10.7x 10.0x Current: 11.0x Current: 8.9x 8.0x 6.0x 4.0x Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of April 16, 2024. Limited analyst coverage for Rover until August 2017.
(3) Rover revenue growth is not pro forma for acquisitions. Note: Certain statistics shown pro forma for Rover’s acquisition of Cloudmed from June 21, 2022 to August 2, 2023. (4) Statistics based on Rover’s stock price and consensus
estimates as of February 23, 2024, the trading day prior to public filing of the (1) Selected healthcare information technology group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, NMC Draft Proposal. 13 Phreesia,
Health Catalyst, and TruBridge. (5) Selected business process outsourcing group includes Genpact, Exlservice, and WNS. (2) 2024YTD average statistics for Rover calculated up until February 23, 2024, the trading day prior to public filing of the NMC
Draft CONFIDENTIAL | PRELIMINARY DRAFT Proposal.
Legend Selected Healthcare Information Technology Selected Business
Process Outsourcing CY24E Operating Statistics of Selected Companies CY24E Rev. $2,644 $2,666 $2,468 $428 $1,298 $1,155 $294 $309 $344 $1,314 $1,064 $1,800 $1,338 $4,589 ($MM): (2) Organic Growth Median: 5% Median: 3% 4% 5% 26% 22% 18% 19% 17% 17%
10% 5% 4% 3% (0%) 3% (7%) 2% Rover (Street) Rover (Mgmt.) (1) Evolent Health Phreesia Progyny HealthEquity HealthStream Health Catalyst TruBridge Premier Omnicell ExlService WNS Genpact (2) Organic Growth Median: 14% Median: 12% 1% 30% 2% 22% 21%
12% 12% 7% 7% 7% 3% NM NM NM (3%) (13%) Rover (Street) Rover (Mgmt.) (1) Evolent Health HealthEquity Progyny HealthStream TruBridge Premier Omnicell Phreesia Health Catalyst ExlService WNS Genpact Median: 13% Median: 21% 39% 31% 27% 25% 25% 22% 21%
19% 17% 13% 10% 9% 8% 3% Rover (Street) Rover (Mgmt.) (1) HealthEquity Premier HealthStream Progyny TruBridge Evolent Health Omnicell Health Catalyst Phreesia WNS ExlService Genpact Source: FactSet as of April 16, 2024. Note: Rover consensus
estimates shown are current (as of April 16, 2024). (1) Rover Management Plan Statistics per Rover Management as of April 2024. 14 (2) CY24E organic growth statistics pro forma for the acquisition of Acclara announced on December 6, 2023; statistics
per Rover Management as of April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY23A-24E Adjusted CY23A-24E Adjusted EBITDA Margin EBITDA Growth Revenue Growth
Legend Selected Healthcare Information Technology Selected Business
Process Outsourcing CY25E Operating Statistics of Selected Companies CY25E Rev. $2,956 $2,913 $1,556 $507 $2,885 $1,312 $344 $368 $1,132 $309 $1,335 $2,004 $1,461 $4,851 ($MM): Median: 12% Median: 9% 20% 19% 17% 14% 12% 11% 12% 9% 9% 7% 6% 6% 5% 2%
Rover (Street) Rover (Mgmt.) (1) Progyny Phreesia Evolent Health HealthEquity Health Catalyst TruBridge Omnicell HealthStream Premier ExlService WNS Genpact Median: 20% Median: 12% 33% 29% 22% 20% 18% 17% 17% 12% 13% 12% 6% NM NM (1%) Rover (Street)
Rover (Mgmt.) (1) Omnicell Evolent Health Progyny TruBridge HealthEquity HealthStream Premier Phreesia Health Catalyst WNS ExlService Genpact Median: 15% Median: 22% 40% 30% 28% 26% 26% 23% 22% 20% 18% 15% 12% 11% 11% 8% Rover (Street) Rover (Mgmt.)
(1) HealthEquity Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact Source: FactSet as of April 16, 2024. Note: Rover consensus estimates shown are current (as of April 16, 2024). 15 (1)
Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY24E-25E Adjusted CY24E-25E Adjusted EBITDA Margin EBITDA Growth Revenue Growth
Legend Selected Healthcare Information Technology Selected Business
Process Outsourcing Trading Statistics of Selected Companies $7.3 (1) $7.9 $1.3 $0.7 $2.9 $2.3 $4.2 $1.4 $0.3 $0.3 $4.9 $2.3 $6.4 EV ($Bn): Median: 1.7x Median: 1.7x Current: 6.9x 3.0x 3.1x 2.7x 2.3x 2.3x 2.7x 1.7x 1.7x 1.7x 1.3x 1.4x 0.9x 0.8x
Rover HealthEquity Phreesia HealthStream Progyny Premier Evolent Health Omnicell TruBridge Health Catalyst ExlService WNS Genpact (Unaffected) (1) Median: 11.7x Median: 7.5x Current: 11.9x 17.7x 16.6x 13.6x 13.0x 12.7x 10.7x 10.3x 10.5x 7.5x 6.4x
6.4x 5.5x NM Rover (Unaffected) (1) HealthEquity Evolent Health Omnicell Progyny HealthStream Health Catalyst TruBridge Premier Phreesia ExlService Genpact WNS Current: Median: 10.2x Median: 6.7x 10.1x 30.8x Illustrative FT CY+1 EBITDA Range: 8.0x
– 12.0x 15.1x 12.9x 11.3x 10.6x 10.2x 9.9x 9.1x 6.9x 6.7x 5.6x 5.7x 5.3x Rover (Unaffected) (1) Phreesia HealthEquity Evolent Health Progyny Omnicell HealthStream Health Catalyst Premier TruBridge ExlService Genpact WNS Source: FactSet as of
April 16, 2024. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 16 CONFIDENTIAL | PRELIMINARY DRAFT CY25E Adj. EBITDA CY24E Adj.
EBITDA CY24E Revenue Multiple Multiple Multiple
Illustrative EBITDA-Based Future Trading Present Value of Future Rover
Share Price Based on a Range of EBITDA Multiples Street Case Management Plan Current 1-Year 2-Year '25E-'27E Current 1-Year 2-Year '25E-'27E CY25E CY26E CY27E CAGR CY25E CY26E CY27E CAGR Revenue: $2,956 $3,262 $3,850 14% $2,913 $3,123 $3,392 8% %
Growth: 12% 10% 18% 9% 7% 9% Financial EBITDA: $778 $889 $1,059 17% $766 $874 $1,001 14% Summary % Margin: 26% 27% 28% 26% 28% 30% Present Value Per Share as of December 31, 2023 (Assuming an Illustrative 14.5% Cost of Equity) Range of CY+1 $17.29
EBITDA Multiples NMC Draft $16.10 $15.90 $15.43 12.0x $15.31 Proposal $15.02 (2/26/24): Present $13.75 Share Rover CY25 Price Unaff. Mult. $12.62 (1) (14.5% (2/23) $11.68 Cost of 9.1x $11.35 Unaffected Price $10.81 $10.96 $10.70 (2/23/24) (1):
$10.48 Equity) $9.97 $9.58 $11.10 $9.23 $8.87 8.0x $8.67 Future Value Per Share Future Share 12.0x $15.31 $18.20 $22.67 $15.02 $17.67 $21.10 Price 9.1x $10.70 $13.00 $16.55 $10.48 $12.55 $15.32 8.0x $8.87 $10.97 $14.17 $8.67 $10.57 $13.07 Implied
CY+0 EBITDA Multiples Implied CY+0 EBITDA 12.0x 14.2x 13.7x 14.3x 13.9x 13.7x 13.7x 9.1x 10.8x 10.4x 10.9x 10.6x 10.4x 10.4x Multiples 8.0x 9.4x 9.1x 9.5x 9.3x 9.1x 9.2x Note: FactSet as of April 16, 2024. Rover Management Plan provided by Rover
Management in April 2024. Assumes shareholders incur ~1% annual dilution through issuance of equity awards throughout the projection period per Rover Management. (1) Unaffected multiple based on stock price and consensus estimates as of February 23,
2024, the trading day prior to public filing of the NMC Draft Proposal. 17 CONFIDENTIAL | PRELIMINARY DRAFT
Highly Preliminary and Subject to Change Highly Illustrative Rover Cash
Flow Model ($MM) ($MM, except per share amounts) Rover Standalone Financial Performance (1) '24E- Q3-Q4 Terminal '30E CY2024E CY2025E CY2026E CY2027E CY2028E CY2029E CY2030E CAGR Revenue $1,416 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 8% % Growth -
9% 7% 9% 8% 8% 8% Adjusted EBITDA $381 $766 $874 $1,001 $1,109 $1,202 $1,301 12% % Margin 27% 26% 28% 30% 30% 30% 31% Net Operating Profit After Taxes $168 $340 $407 $489 $531 $582 $640 % Margin 12% 12% 13% 14% 14% 15% 15% Unlevered Free Cash Flow
$189 $425 $524 $602 $640 $689 $743 19% % Growth - 64% 23% 15% 6% 8% 8% % Margin 13% 15% 17% 18% 17% 17% 17% Memo: Annual Dilution 1% 1% 1% 1% 1% 1% 2% Memo: Cumulative Dilution 1% 2% 4% 5% 6% 8% 9% (1) Rover Management Plan provided by Rover
Management in April 2024. 18 CONFIDENTIAL | PRELIMINARY DRAFT
Highly Preliminary and Subject to Change Highly Illustrative Rover
Discounted Cash Flow Analysis Summary of Valuation Assumptions • Unlevered free cash flow projections and terminal value discounted to June 30, 2024 using mid-period convention • Excludes impact of stock-based compensation, amortization
of intangibles, depreciation and non-recurring expenses in unlevered free cash flow • Weighted average cost of capital range of 10.5% to 13.5% • Terminal value based on perpetuity growth rate range of 3.5% to 5.0% and terminal year
(CY2030E) UFCF of $743M (~17% margin) • Assumes current shareholders incur ~1% annual dilution through issuance of equity awards throughout the projection period, representing ~8.8% cumulative dilution per Rover Management ($MM, except per
share amounts) Illustrative Present Value as of June 30, 2024 Discount Rate: 10.5% 12.0% 13.5% Terminal Perpetuity Growth Rate 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% Implied Terminal NTM EBITDA Multiple: 8.6x 9.6x 10.9x 7.1x 7.8x 8.6x 6.1x
6.6x 7.2x PV of Unlevered FCFs Adj. for Dilution (Q3-Q4 CY24E - CY30E) $2,577 $2,577 $2,577 $2,467 $2,467 $2,467 $2,365 $2,365 $2,365 PV of Terminal Value Adj. for Dilution (CY31E & Beyond) 5,542 6,252 7,156 4,209 4,650 5,186 3,304 3,597 3,943 %
of Enterprise Value in Terminal Value 68% 71% 74% 63% 65% 68% 58% 60% 63% Implied Enterprise Value $8,119 $8,829 $9,733 $6,677 $7,118 $7,653 $5,669 $5,962 $6,308 Less: Debt (1) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311)
Plus: Cash (as of 6/30/24) (1) 122 122 122 122 122 122 122 122 122 Implied Equity Value $5,930 $6,640 $7,544 $4,488 $4,928 $5,464 $3,479 $3,773 $4,119 Implied Price Per Share (2) $12.71 $14.16 $16.01 $9.74 $10.66 $11.76 $7.63 $8.25 $8.97
Premium/(Discount) to Unaffected (3) 15% 28% 44% (12%) (4%) 6% (31%) (26%) (19%) Note: Assumes mid-period discounting convention. Rover Management Plan provided by Rover Management in April 2024. (2) Fully diluted shares outstanding as of June 30,
2024. Fully diluted shares calculated using treasury stock method and include 2.6MM shares from half-year of (1) Balance sheet statistics per Rover 10-K for the period ended December 31, 2023, pro forma for the close of the Acclara transaction per
Rover Management as of stock-based compensation dilution between December 31, 2023 and June 30, 2024 as per Rover Management. March 2024. Cash as of June 30, 2024 based on interim cash generation of ($16M) per Rover Management. (3) Implied premium
based on unaffected price as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 19 CONFIDENTIAL | PRELIMINARY DRAFT
Highly Illustrative Rover Sensitivity Scenarios (1) Based on Model
Provided by Rover Management Upside Sensitivity Scenarios Potential Upside Factors Include: Revenue • Greater-than-expected new End-to-End business • Greater-than-expected Modular growth/cross-sell 10% 2024E-2030E Revenue CAGR •
Potential synergistic acquisition opportunities ($4,755M in 2030E Revenue) EBITDA Margins 28-34% 2030E EBITDA Margins • Greater-than-expected AI-driven margin expansion and incremental future ($1,308-1,594M in 2030E EBITDA) AI use cases Rover
Management Plan • Greater return-on-investment for tech initiatives 8% 2024E-2030E Revenue CAGR• Upside to End-to-End New Business, flowing through to EBITDA ($4,261M in 2030E Revenue) Downside Sensitivity Scenarios Potential Downside
Factors Include: 31% 2030E EBITDA Margin Revenue ($1,301M in 2030E EBITDA) • Less-than-expected new End-to-End business • Greater-than-expected client divestitures or implementation delays 6% 2024E-2030E Revenue CAGR • Client
operational issues, divestitures ($3,807M in 2030E Revenue) • Lower-than-expected Modular growth/cross-sell 28-34% 2030E EBITDA Margins EBITDA Margins ($1,048M-$1,276M in 2030E EBITDA) • Contract changes on End-to-End renewals •
Lower return-on-investment for tech initiatives • Challenges realizing M&A gross margin synergies Source: Rover Management Plan provided by Rover Management in April 2024. (1) Illustrative sensitivity scenarios per Qatalyst Partners based
on Rover Management Plan and relevant potential factors per Rover Management. 20 CONFIDENTIAL | PRELIMINARY DRAFT
Highly Preliminary and Subject to Change Highly Illustrative Rover
Discounted Cash Flow Operating Sensitivity ($MM, except per share amounts) Illustrative Rover Price Per Share / Prem. To Unaffected (1)(2)(3) Discount Rate: 10.5% 12.0% 13.5% Terminal Perpetuity Growth Rate: 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% 3.5% 4.3%
5.0% Revenue Sensitivity EBITDA Sensitivity CY30E EBITDA Margin: 28% $8.43 $9.47 $10.79 $6.30 $6.94 $7.73 $4.80 $5.23 $5.74 CY30E EBITDA: $1,048 (24%) (15%) (3%) (43%) (37%) (30%) (57%) (53%) (48%) '24E-'30E CAGR: 6% CY30E EBITDA Margin: 31% $10.75
$11.98 $13.56 $8.16 $8.95 $9.91 $6.34 $6.87 $7.49 CY30E Revenue: $3,807 CY30E EBITDA: $1,162 (3%) 8% 22% (26%) (19%) (11%) (43%) (38%) (33%) CY30E EBITDA Margin: 34% $13.01 $14.47 $16.33 $10.02 $10.94 $12.04 $7.89 $8.51 $9.24 CY30E EBITDA: $1,276
17% 30% 47% (10%) (1%) 9% (29%) (23%) (17%) CY30E EBITDA Margin: 28% $10.19 $11.40 $12.93 $7.68 $8.45 $9.38 $5.93 $6.44 $7.04 Mgmt. Plan (1) CY30E EBITDA: $1,173 (8%) 3% 16% (31%) (24%) (16%) (47%) (42%) (37%) '24E-'30E CAGR: 8% Mgmt. Plan (1)
$12.71 $14.16 $16.01 $9.74 $10.66 $11.76 $7.63 $8.25 $8.97 CY30E Revenue: $4,261 CY30E EBITDA Margin: 31% 15% 28% 44% (12%) (4%) 6% (31%) (26%) (19%) CY30E EBITDA: $1,301 CY30E EBITDA Margin: 34% $15.22 $16.92 $19.09 $11.77 $12.83 $14.11 $9.33
$10.05 $10.89 CY30E EBITDA: $1,428 37% 52% 72% 6% 16% 27% (16%) (9%) (2%) CY30E EBITDA Margin: 28% $12.06 $13.47 $15.25 $9.18 $10.08 $11.15 $7.14 $7.74 $8.44 CY30E EBITDA: $1,308 9% 21% 37% (17%) (9%) 0% (36%) (30%) (24%) '24E-'30E CAGR: 10% CY30E
EBITDA Margin: 31% $14.84 $16.52 $18.66 $11.43 $12.48 $13.75 $9.02 $9.73 $10.57 CY30E Revenue: $4,755 CY30E EBITDA: $1,451 34% 49% 68% 3% 12% 24% (19%) (12%) (5%) CY30E EBITDA Margin: 34% $17.61 $19.57 $22.07 $13.65 $14.87 $16.35 $10.88 $11.70
$12.65 CY30E EBITDA: $1,594 59% 76% 99% 23% 34% 47% (2%) 5% 14% Legend Note: Present value as of June 30, 2024. Implied premiums based on unaffected date as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. (1)
Rover Management Plan provided by Rover Management in April 2024. Implied Share Price Greater than NMC Draft (2) Fully diluted shares outstanding as of June 30, 2024. Fully diluted shares calculated using treasury stock method and include 2.6MM
shares from half-year of stock-based compensation dilution between December 31, 2023 and June 30, 2024 as per Rover Management. Balance sheet statistics per Proposal of $13.75 / share Rover 10-K for the period ended December 31, 2023, pro forma for
the close of the Acclara transaction per Rover Management as of March 2024. Cash as of June 30, 2024 based on interim cash of ($16M) per Rover Management. (3) Implied premiums based on unaffected date as of February 23, 2024, the trading day prior
to public filing of the NMC Draft Proposal. 21 CONFIDENTIAL | PRELIMINARY DRAFT
Legend Selected Business Process Outsourcing Transactions * Selected
Precedent Transactions Illustrative Selected Transactions Illustrative Selected Transactions Selected Healthcare IT and BPO Transactions Greater than $1Bn Since 2014 LTM EBITDA Range: 12.0x – 16.0x NTM EBITDA Range: 11.0x – 15.0x ($MM)
Transaction Multiples Premium (1) NTM Operating Statistics Revenue Adj. EBITDA Revenue Adj. EBITDA Annc. FD Equity FD Enterprise Unaffected LTM Date Target Acquiror Description Value Value LTM NTM LTM NTM 1-Day High $ Growth Margin 08/19/21 Inovalon
Nordic Capital Cloud-based SaaS healthcare solutions $6,415 $7,227 10.1x 8.8x 29.0x 25.0x 25% 20% $819 14% 35% 01/10/22 Cloudmed Rover Revenue cycle management solutions 3,198 4,054 12.2 9.1 30.4 21.2 – – 446 35% 43% 09/06/23 NextGen
Healthcare Thoma Bravo EHR and practice management solutions for ambulatory practices 1,638 1,731 2.6 2.4 14.5 18.9 46% 15% 730 8% 13% 09/15/14 TriZetto Cognizant RCM specialist with services including enterprise and component software – 2,700
3.8 3.5 19.0 17.6 – – 768 8% 20% * 12/21/20 HMS Veritas (Gainwell) Cost containment software for providers 3,370 3,399 5.3 4.6 21.1 16.6 10% 10% 735 14% 28% 06/19/18 Cotiviti Veritas (Verscend) Healthcare analytics for clinical datasets
4,328 4,909 6.7 6.4 17.9 15.9 2% 0% 764 4% 40% 08/09/16 Press Ganey EQT Patient experience and workforce engagement solutions 2,246 2,384 6.9 6.2 18.2 15.9 0% (1%) 385 12% 39% 12/20/21 Cerner Oracle Leading EHR solutions provider 28,305 28,938 5.1
4.8 15.4 14.1 20% 14% 6,027 6% 34% 11/11/18 athenahealth Veritas Capital & Elliott EHR, RCM, and patient engagement software and services 5,695 5,650 4.3 3.9 14.9 14.0 27% (4%) 1,438 10% 28% 06/21/22 Convey TPG Technology and services solution
for government-sponsored health plans 825 1,076 3.1 2.6 15.7 13.4 113% (19%) 410 17% 20% 01/06/21 Change Healthcare United HC (Optum Health) Revenue and payment cycle management software 8,267 13,051 4.2 3.9 14.1 13.0 41% 37% 3,331 8% 30% 11/02/15
MedAssets Pamplona Healthcare performance improvement company 1,966 2,755 3.6 3.6 11.5 11.3 32% 32% 763 (0%) 32% 06/14/18 Intelenet Teleperformance India-based BPO offering contact center and RPA solutions – 1,000 2.2 2.0 12.0 10.9 –
– 494 10% 19% * 06/18/21 Sykes Enterprises Sitel Group Multinational provider of BPO and IT consulting services 2,222 2,157 1.2 1.1 10.0 9.8 31% 17% 1,878 7% 12% * 06/28/18 Convergys SYNNEX Provider of customer experience outsourcing services
2,478 2,767 1.0 1.0 7.9 8.3 17% (1%) 2,639 (4%) 13% * 03/28/22 Ensemble Health Berkshire Partners & Warburg Pincus Revenue cycle management solutions for health systems – 5,000 6.2 NA 18.7 NA – – – – –
11/22/21 athenahealth Bain & H&F EHR, RCM, and patient engagement software and services 17,000 17,000 8.9 – 16.1 – – – 1,900 – 56% 75th Percentile: 6.3x 5.5x 18.8x 17.1x 35% 18% 13% 35% 25th Percentile: 2.9 2.5
13.6 12.1 15% (1%) 6% 19% Median: 4.2x 3.6x 15.4x 14.0x 27% 10% 8% 28% Mean: 4.3 3.6 15.1 13.8 31% 9% 8% 27% Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. Note: '–' = Not publicly available or
not meaningful. Multiples greater than 50.0x or negative considered not meaningful. (1) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day prior to transaction announcement if no
substantial rumors existed. 22 CONFIDENTIAL | PRELIMINARY DRAFT
Based on Price Targets Prior to public filing of the NMC Draft Proposal
Rover Selected Analyst Price Targets and Valuation Methodologies (2) Valuation Methodology Summary Date Broker Rating Price Target Methodology 1/17/2024 TD Cowen (1) Buy $20.00 - 12/3/2023 Cantor Fitzgerald Buy 20.00 3.5x CY25E Revenue 8% Revenue
DCF 1/22/2024 RBC Buy 19.00 15x CY24E EBITDA 8% 2/1/2024 Jefferies Buy 18.00 ~14x CY24E EBITDA 1/18/2024 Baird Buy 18.00 ~12.5x CY25E EBITDA 11/3/2023 Guggenheim Buy 17.00 ~13x CY24E EBITDA 1/8/2024 Canaccord Genuity Buy 17.00 13.5x CY24E EBITDA
1/16/2024 Truist Buy 16.00 11x CY25E EBITDA 11/2/2023 Stephens (1) Buy 16.00 - 3/4/2024 Deutsche Bank Buy 15.00 12.5x CY24E EBITDA 84% 1/18/2024 Citi Buy 14.00 ~12x CY24E EBITDA EBITDA 1/8/2024 Barclays Buy 14.00 ~9x CY25E EBITDA 1/4/2024 KeyBanc
Buy 13.00 - 1/9/2024 Evercore Buy 12.00 Blended DCF and Valuation Multiples 1/9/2024 JP Morgan Hold 11.00 8.5x CY25E EBITDA Represents a 44% premium Ratings Summary to the unaffected price of Median $16.00 (2) $11.10 Mean $16.00 7% Hold Price
Targets $20.00 $20.00 $19.00 $18.00 $18.00 $17.00 $17.00 $16.00 $16.00 $15.00 $14.00 $14.00 $13.00 $12.00 $11.00 Unaffected (2) Price : $11.10 TD Cowen Cantor RBC Jefferies Baird Guggenheim Canaccord Truist Stephens (1) Deutsche Citi Barclays
KeyBanc Evercore JP Morgan 93% Buy (1) Fitzgerald Genuity Bank Source: FactSet and Wall Street research as of February 23, 2024. Note: Excludes research not available to Qatalyst. (1) Per FactSet broker targets and ratings as of March 15, 2024. 23
(2) Price based on unaffected date as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT
Highly Preliminary and Subject to Change Illustrative Valuation
Framework Summary Illustrative Valuation Analyses Illustrative Other Reference Statistics Illustrative Selected Premiums Paid in Last Twelve Months Broker Price Targets Illustrative Discounted Transaction Analysis (11)(12) Selected Transactions
Trading (9) (6) Valuation Illustrative 2-Year Forward Future Trading Cash Flow Analysis Analysis Analysis (11)(12) FD Enterprise Value / FD Enterprise Value / (1)(2)(3) >$1Bn Tech Since 2003 LTM EBITDA Multiples NTM EBITDA Multiples WACC Range:
10.5% - 1-Day Unaffected LTM High Date: July Unaffected Broker 13.5% Cost of Equity: 14.5% LTM EBITDA NTM EBITDA Premia 17, 2023 Price Targets (as of Reference Selected Multiple Range: Selected Multiple Range: 25th - 75th Percentile: 2/23/24): Range
Perpetuity Growth CY27E EBITDA Mult.: LTM Low Date: 15 Brokers Rate Range: 8.0x - 12.0x 12.0x - 16.0x 11.0x - 15.0x 17% - 44% January 11, 2024 $11.00 - $20.00 3.5% - 5.0% Rover Management Rover Management Financial Case Rover Street (5) Rover
Actuals (10) Rover Street (5) N/A N/A N/A Plan (4) Plan (4) $20.00 $18.49 $17.29 $17.15 NMC Draft $16.44 $16.01 $16.10 $16.04 Proposal: Implied Rover (7) $13.75 Price Per Share Unaffected $13.04 $11.89 (8) Price : $11.02 $11.00 $10.81 $9.97 $9.11
$11.10 $7.63 (1) Present values as of June 30, 2024, assuming mid-period discounting. Assumes current Rover shareholders incur ~8.8% cumulative dilution through (7) Reflects NMC Draft Proposal publicly filed on February 26, 2024. issuance of equity
awards over the projected period. (8) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. (2) Fully diluted shares outstanding as of June 30, 2024. Fully diluted shares calculated using
treasury stock method and include 2.6MM shares from half-(9) LTM trading based on LTM prior to and including February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. year of stock-based compensation dilution between
December 31, 2023 and June 30, 2024 as per Rover Management. (10) Historical statistics per latest available publicly filed Rover financial statements. LTM EBITDA pro forma for Acclara LTM Adj. EBITDA of (3) Balance sheet statistics per Rover 10-K
for the period ended December 31, 2023, pro forma for the close of the Acclara transaction per Rover $25M per publicly filed Rover investor presentation dated December 6, 2023. Management as of March 2024. Cash as of June 30, 2024 based on interim
cash generation of ($16M) per Rover Management. (11) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover 10-K for the period ended December 31, 2023. Fully diluted shares (4) Rover Management Plan provided by Rover Management in
April 2024. calculated using treasury stock method. 24 (5) Rover Street projections based on FactSet mean consensus estimates as of April 16, 2024. (12) Balance sheet statistics per Rover 10-K for the period ended December 31, 2023, pro forma for
the close of the Acclara transaction per Rover (6) Broker price targets as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. Management as of March 2024. CONFIDENTIAL | PRELIMINARY DRAFT
DRAFT Confidential Barclays: Situation and Preliminary Valuation
25
DRAFT Confidential Situation 26
Confidential Preliminary Draft Overview of $13.75 New Mountain Capital
Offer Subject to Change ($ in millions, except for per share values) (2) Transaction Overview Sources & Uses Uses Sources — Sources & uses reflects the illustrative transaction overview per New Third-Party Debt $3,150 Equity Rollover
$4,064 Mountain Capital email received 3/31/24 Preferred 500 2,338 Equity Cash-Out Equity Value $6,402 NMC Rollover (100% of Equity) $1,870 ¡ Assumes 100% rollover from NMC and TCP-ASC and certain 2,182 Net Debt New NMC Equity 700 customers,
$1.1bn of new equity from NMC and TCP-ASC, $3.2bn Total Enterprise Value $8,584 Total NMC $2,569 of new debt and $500mm of new preferred TCP-ASC Rollover (100% of Equity) $2,124 Illustrative Cash to $275 New TCP-ASC Equity 446 ¡ Implied total
debt / EBITDA of 5.1x and (total debt + preferred) / Balance Sheet / Transaction Fees Total TCP-ASC $2,569 (1) EBITDA of 5.9x based on LTM 6/30/24 PF Adj. EBITDA of $616mm Other Customer Rollover (100% of Equity) $70 Total Sources $8,859 Total Uses
$8,859 Market Values and Multiples Memo: New Cash Equity $1,146 Undisturbed NMC Recent Close Premiums / (Discounts) (2/23/24) Offer (4/16/24) Stock Price $11.10 $13.75 $12.21 NMC Recent Close Diluted Shares 460.6 465.6 463.0 Offer (4/16/24) Equity
Value $5,113 $6,402 $5,653 (3) 2,173 2,173 2,173 Net Debt Stock Price $13.75 $12.21 Enterprise Value $7,286 $8,575 $7,826 (4) EV / EBITDA (Wall Street Consensus) % Premium to: (5) $639 11.4x 13.4x 12.2x 2023A Pre Request (1/25/24) $10.17 35% 20% (6)
2024E $659 10.7x 13.0x 11.9x Undisturbed (2/23/24) $11.10 24% 10% (6) 2025E $776 9.1x 11.0x 10.1x 30 Day VWAP (2/23/24) $10.31 33% 18% EV / EBITDA (Management Plan) 90 Day VWAP (2/23/24) $10.67 29% 14% (5) $639 11.4x 13.4x 12.2x 2023A 52 Week High
(7/17/23) $18.49 (26%) (34%) 2024E $655 11.1x 13.1x 11.9x 52 Week Low (1/11/24) $9.11 51% 34% 2025E $766 9.5x 11.2x 10.2x Source: FactSet, Rover filings, Management Plan, NMC email received 3/31/24. Note: Market data as of 4/16/24. FDSO assumes
420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise
price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on 1 2 treasury stock method. Note : Reflects LTM 6/30/24 Adj. EBITDA of $603mm plus 50% of Acclara / Advata’s 2023A Adj. EBITDA of $25mm per Rover
investor presentation dated December 6, 2023. Note : Reflects illustrative transaction framework 3 4 5 per NMC email received 3/31/24. Note : Reflects pro forma cash balance for Acclara / Advata acquisition per Rover management. Note : Current
consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : 6 2023A EBITDA includes Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. Note : Statistics based on
Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 27
Share Price Confidential Preliminary Draft Historical Stock Price
Performance and Valuation Subject to Change EV / NTM EBITDA and Share Price (Since 1/1/2018) Average Per Year Management Plan 2018 2019 2020 2021 2022 2023 YTD '24 '18-'24 '24-'30 EV / NTM EBITDA 22.2x 16.1x 15.4x 22.1x 17.3x 12.6x 10.5x 17.3x NA
(1) % YoY Rev Growth 26.4% 12.5% 14.8% 15.8% 17.4% 16.8% 13.2% 17.1% 8.1% 35x $35.00 (1) 170.2% 57.2% 37.7% 22.2% 24.7% 20.2% 17.5% 53.6% 12.1% % YoY EBITDA Growth Share Price $7.88 $10.91 $14.23 $23.77 $20.66 $14.52 $11.78 $15.17 NA 30x $30.00
1/10/22: Announced acquisition of Cloudmed 2/18/21: Reported Q4 and FY 2020 earnings 11/8/22: Reported Q3 earnings miss and CEO 25x change $25.00 2/26/24: Received $13.75 unsolicited bid from New 20x $20.00 Mountain Capital 15x $15.00 NMC Offer
(Share Price): $13.75 $12.21 11.3x NMC Offer (Implied NTM Multiple): 12.4x 10x $10.00 10/16/23: Jehoshaphat published short report; shares fell ~8% 5x $5.00 11/13/23: Announced plans to restate earnings from FY'21 through Q2'23; shares fell ~3% 0x
$0.00 Jan-18 Aug-18 Apr-19 Nov-19 Jul-20 Feb-21 Oct-21 May-22 Jan-23 Aug-23 Apr-24 EV / NTM EBITDA EV / NTM EBITDA (Implied by NMC Offer) Share Price NMC Offer 1 Source: FactSet, Rover filings, NMC 13-D, Management Plan. Note: Market data as of
4/16/24. Consensus estimates after 3/19/24 exclude brokers that have discontinued coverage and restricted brokers. Note : Represents forward fiscal year vs. current fiscal year growth. 28 EV / NTM EBITDA
Confidential Preliminary Draft Wall Street Research Perspectives
Subject to Change Change Outage Impact Review of the Quarter Views on 2024E Guidance Views on Takeout Price Views on Process “In '24, we think reimbursement delays “With respect to EBITDA, we expect “All scenarios assume existing
private “Although revenue fell short of “We still think that it is highly likely that caused by the Change cyber attack expectations…adj-EBITDA still came margins to be the lowest in Q2 due to equity holders roll their equity. a
transaction is completed. That said, will cause more back-end loaded base customer attrition and the strongest in Assuming a minimum IRR hurdle rate in ahead of estimates…Thus, we think the PE shareholders will fees (with the potential for
some 4Q due to the sequential pickup in of 15%, our models suggest execution can be characterized as have to raise their bid to complete a slippage into early '25) and pressure Incentive Fees and flow through of ~$15/share is the most that new
solid.” deal (or another PE firm will have to incentive fees in 2Q & 3Q. We do not Net Operating Fees.” equity capital would be willing to enter the fray). In our view, a mid-to- Canaccord Genuity, 2/27/2024 think there will be a
material impact Truist Securities, 3/4/2024 pay for RCM in an LBO scenario.” high-teens share price still presents a to Rover's modular and other compelling investment opportunity for Guggenheim, 4/4/2024 “Rover provided additional color
businesses.” “Rover’s 4Q’23 results and 2024 a private equity firm.” around the build to FY24 guidance and Guggenheim, 4/4/2024 guidance underscored that the drivers of the $33M/$23M “In our view, the offer is
fundamentals are solid even with Citi, 3/19/2024 revenue/EBITDA delta vs. consensus, some client timing and investment opportunistic and undervalues “We trim our expectation of the with the majority driven by headwinds” Rover relative to
our $17 PT and potential revenue impact to RCM from onboarding pushouts. ... From a new stock price as high as nearly $19 last the Change Healthcare hack… to Leerink Partners, 2/27/2024 contract perspective, the FY24 forecast summer.”
~$50mm to $100mm… Even though “We see the Committee's decision assumes: (1) no in-year contribution part of the CHNG impact is a timing Morgan Stanley, 3/25/2024 as having created a bifurcated from Sutter Phase 2 onboarding (we
“Executing in Q4 (including a small issue that can be smoothed out over approach that increased both the previously est $58M contribution)...” new win), no new issues popping up time, we note it could be disruptive in “We believe,
given an improving chances that nothing happens at ~$14 Barclays, 2/27/2024 (following negative data points in the near term to earnings. And given fundamental outlook, a joint offer of per share or that a deal happens at a 2H23, mostly out of
Rover’s control), this is a negative disruption, it is hard $13.75 (~10x 2025 cons. adj. EBITDA price greater than $15 or $16 per “The 2024 story contains a few moving and adding precision to the 2024 to see how it could incentivize any
of $780M) still undervalues the share with a strategic or other sponsor parts as a result of these wins (namely outlook, allows investors to potential acquiror to pay more for company, and that an updated offer involved.” Providence), the
Pediatrix… attrition, transition to tallying up known and Rover in the near term.” from both TCP-ASC and CoyCo/NMC and the APP bankruptcy as well as the highly-visible profitability drivers Deutsche Bank, 3/19/2024 would likely have to
come in at a Deutsche Bank, 3/19/2024 push-out of Sutter Phase 2. Ultimately, set to contribute in the coming years” valuation well above $13.75 per Rover's story is always going to “We see the impact to net operating share.”
Stephens, 2/28/2024 have elements of change – new fees and cash as simply a delay; customer wins are a clear long-term TD Cowen, 3/11/2024 however, we believe the impact to “…we believe a deal is likely given that positive but
distort true near-term KPI… would be permanent… Given (1) New Mountain has a sizable “Rover posted strong 4Q23 results, profitability. 2024 has a few more of net operating fees are a much larger “…we suspect investors
hoping for a ownership stake…and (2) a takeout both revenues and adjusted these than a typical year, but we multiple on Rover shares of >15x portion of revenue than KPI (57% vs could present a clean exit EBITDA above consensus and its
continue to like the setup heading from NMC in this transaction are likely 4%), we see this as more of a timing opportunity for TCP-ASC” early January update” into 2025 and subsequent years” issue than lasting impact.” to be
disappointed.” Truist Securities, 2/27/2024 Leerink Partners, 2/27/2024 Cantor Fitzgerald, 3/14/2024 Barclays, 2/26/2024 Deutsche Bank, 2/26/2024 Source: Wall Street Research. 29
Confidential Preliminary Draft Wall Street Research Price Targets
Subject to Change (1) Undisturbed Current Base Case Bull Case Bear Case % Premium to 2025E % Premium to % Premium to Price Methodology Price Price Broker Date Rating Methodology Methodology (2) (3) (2) (2) Target (Based on Current Price Target)
Target Target Undisturbed EBITDA Undisturbed Undisturbed $20.00 Cantor Fitzgerald 3/14/2024 Buy 3.3x '25E Rev 80.2% $824 - - - - - - $20.00 $20.00 TD Cowen 3/22/2024 Buy 5-Year DCF 80.2% $795 - - - - - - $20.00 $19.00 RBC 3/7/2024 Buy ~14x '25E
EBITDA 71.2% $775 $23.00 15x '25E EBITDA 107.2% $7.00 8x '25E EBITDA (36.9%) $19.00 $18.00 Jefferies 3/22/2024 Buy ~13x '25E EBITDA 62.2% $801 $25.00 ~17x '25E EBITDA 125.2% $7.00 ~7x '25E EBITDA (36.9%) $18.00 $18.00 Baird 3/31/2024 Buy ~13.5x '25E
EBITDA 62.2% $785 - - - - - - $18.00 $14.00 Leerink Partners 3/11/2024 Buy ~12.5x '25E EBITDA 53.2% $788 - - - - - - $17.00 $17.00 Morgan Stanley 3/25/2024 Buy 12x '25E EBITDA 53.2% $796 - - - - - - $17.00 $13.00 KeyBanc 2/28/2024 Buy ~12x '25E
EBITDA 53.2% $763 - - - - - - $17.00 $17.00 Canaccord 3/19/2024 Buy 14.9x '24E EBITDA 44.1% $764 - - - - - - $16.00 $14.00 Citi 3/19/2024 Buy ~12x '25E EBITDA 44.1% $784 $20.00 NA 80.2% $11.00 NA (0.9%) $16.00 $16.00 Stephens 3/19/2024 Buy 12.3x
'25E EBITDA 44.1% $776 - - - - - - $16.00 $16.00 Truist Securities 4/1/2024 Hold Blended LBO & ~11x '25E EBITDA 44.1% $781 - - - - - - $16.00 $15.00 Deutsche Bank 3/19/2024 Hold 12.5x '24E EBITDA 35.1% $729 - - - - - - $15.00 $17.00 Guggenheim
4/4/2024 Buy ~12x '25E EBITDA 35.1% $759 - - - - - - $15.00 $12.00 Evercore ISI 4/9/2024 Hold Blended DCF and Valuation Multiples 26.1% $759 - - - - - - $14.00 Sadif 3/5/2024 Buy NA - NA - - - - - - ISS-Eva 2/27/2024 Sell NA - NA - - - - - - $14.00
Barclays 3/13/2024 Hold ~9.0x '25E EBITDA 26.1% $803 $17.00 ~11.0x '25E EBITDA 53.2% $9.00 ~6.5x '25E EBITDA (18.9%) $14.00 $11.00 JP Morgan 1/9/2024 Hold 8.5x '25E EBITDA (0.9%) NA - - - - - - $11.00 (4) (5) Current Undisturbed Current Fundamental
(6) Mean $16.93 $15.94 $17.45 12.4x '25E EBITDA 52.6% $779 $22.67 104.2% $8.33 (24.9%) ~16x '25E EBITDA ~7.5x '25E EBITDA (6) Median $17.00 $16.00 $17.00 12.2x '25E EBITDA 53.2% $781 $23.00 107.2% $7.00 (36.9%) Management Plan $766 % Difference to
Median (1.9%) 1 2 Source: Wall Street Research, Management Plan. Note: Market data as of 4/16/24. Note : Represents broker price targets prior to NMC 13-D filing on 2/26/24. Note : Represents premium to Rover’s closing undisturbed price of
$11.10 as of 2/23/24; 3 4 utilizes current price target. Note : Represents current 2025E EBITDA estimates. Note : Undisturbed mean / median includes undisturbed price targets from brokers with discontinued coverage, brokers with discontinued
coverage are excluded from 5 6 all other mean / median calculations. Note : Excludes broker price targets that include potential transaction in price target rationale (Truist Securities, Citi and Guggenheim). Note : Excludes brokers who have not
used ’25E EBITDA in their disclosed methodology. 30 Discontinued (4) Coverage
Confidential Preliminary Draft Street Perspectives – Future Share
Price Analysis Subject to Change Based on Management Plan Rover Share Price Over Time ($ in millions, except per share values) CAGR 7.5x EV / NTM EBITDA Multiple (Bear Multiple) $43.11 26.6% $38.72 11.0x EV / NTM EBITDA Multiple
(“Current” Multiple) $34.66 $30.25 $29.70 18.7% 16.0x EV / NTM EBITDA Multiple (Bull Multiple) $26.34 $25.40 $23.25 $21.39 11.0% $20.25 $19.95 Undisturbed $17.63 $16.41 $15.23 $13.52 $12.73 $11.10 $11.10 $10.11 $7.94 12/31/2024
12/31/2025 12/31/2026 12/31/2027 12/31/2028 12/31/2029 NTM EBITDA $766 $874 $1,001 $1,109 $1,202 $1,301 % YoY Growth 14% 15% 11% 8% 8% (x) EV / NTM EBITDA 11.0x 11.0x 11.0x 11.0x 11.0x 11.0x Enterprise Value $8,427 $9,617 $11,012 $12,194 $13,217
$14,306 Less: Net Debt (2,080) (1,786) (1,368) (842) (246) 433 Equity Value $6,347 $7,830 $9,645 $11,351 $12,971 $14,739 Share Price $13.52 $16.41 $19.95 $23.25 $26.34 $29.70 % Growth 22% 21% 22% 17% 13% 13% (1) Present Value of Stock Price Current
Multiple $12.51 $13.68 $14.99 $15.73 $16.05 $16.30 % Premium / (Discount) to Undisturbed 13% 23% 35% 42% 45% 47% Bear Multiple $7.35 $8.43 $9.56 $10.31 $10.75 $11.12 % Premium / (Discount) to Undisturbed (34%) (24%) (14%) (7%) (3%) 0% Bull Multiple
$19.79 $21.18 $22.72 $23.45 $23.60 $23.67 % Premium / (Discount) to Undisturbed 78% 91% 105% 111% 113% 113% Source: Rover filings, Management Plan. Current FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise
price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs. FDSO in subsequent periods updated for
increased warrants / options per the treasury stock method based on the projected 1 stock price, and projected shares issued related to stock-based comp per Rover management. Note : Assumes 11% discount rate. 31
Confidential Preliminary Draft Buyer (NMC) Perspective –
Leveraged Buyout Analysis Subject to Change ($ in millions, except for per share values) Sensitivity Analysis – Implied Share Price LTM Exit Multiple vs. IRR Leverage vs. IRR LTM Exit Multiple vs. Leverage Assuming 5.9x Leverage (Incl.
Preferred) Assuming 13.5x LTM EBITDA exit multiple Assuming 20% IRR IRR IRR Leverage 17.5% 20.0% 22.5% 17.5% 20.0% 22.5% 5.5x 5.9x 6.5x 11.5x $12.82 $11.83 $10.96 5.5x $14.74 $13.50 $12.41 11.5x $11.61 $11.83 $12.14 12.5x $13.88 $12.78 $11.82 5.8x
$14.85 $13.64 $12.56 12.5x $12.55 $12.78 $13.09 13.5x $14.93 $13.73 $12.67 5.9x $14.93 $13.73 $12.67 13.5x $13.50 $13.73 $14.04 14.5x $15.99 $14.68 $13.53 6.3x $15.08 $13.91 $12.87 14.5x $14.45 $14.68 $14.99 15.5x $15.40 $15.63 $15.94 15.5x $17.04
$15.63 $14.38 6.5x $15.20 $14.04 $13.02 Assumptions — Assumes 6/30/24 transaction close, 5-year investment horizon, refinancing of existing debt, $125mm of minimum cash and $200mm of transaction costs — Base leverage scenario of 5.9x
assumes $3,150mm of new debt ($2,550mm new first lien TL and $600mm new secured bonds) and $500mm of preferred equity; incremental / decline in leverage evenly split between first lien term loan and secured bonds — LTM 6/30/24 leverageable
EBITDA of $616mm ($603mm Rover EBITDA plus half a year contribution from Aclarra / Advata acquisition of $13mm) Source: Rover filings, Management Plan, NMC email received 3/31/24. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a
weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover
filings; option / warrant dilution based on treasury stock method; includes 2.6mm shares from half a year of stock-based compensation dilution. 32 Exit Multiple (LTM) Leverage Exit Multiple (LTM)
Confidential Preliminary Draft Basis for Management Plan Subject to
Change — 7-year model (through 2030) constructed by Management to assist the Special Committee — 2024 baseline forecast is the 2024 Board approved budget updated for Acclara/Providence and the current view on the impact of Change — Go
forward (2025 and beyond) projections are based on a detailed view, with revenue and margin assumptions by customer or business and expense growth assumptions by function, and Acclara and Providence projections based on the Board approved model with
minor adjustments ¡ Projections for the End-to-End business reflect current assumptions on key events and risks, including client divestitures, implementation delays, etc. ¡ The impact of the outage resulting from the Change Healthcare
cyberattack is layered on to the 2024 and 2025 projections ¡ Projections include a contingency of $10mm of revenue and $20mm of EBITDA in 2024 with modest growth thereafter ¡ Expenses assume inflation of 3% in the US, 10% in India and 6%
in the Philippines; assumes a ~4% productivity target annually across operations — Potential upsides to the projections include: ¡ Investments in AI yield higher than modeled improvements in efficiency and potential future incremental use
cases ¡ New End-to-End business outpaces the ~$4-5bn of NPR per year assumed in the model ¡ Acquisitions of complementary businesses that yield synergy and cross-sell opportunities ¡ Timing of divestitures vs. model assumptions (based
on current, known portfolio reviews) — Key risks to the projections include: ¡ Potential contract changes on End-to-End renewals ¡ Operational issues at certain clients ¡ Client divestitures above what has been assumed by
customer in near term and modeled through 2026 and ability to reduce “stranded” costs ¡ New End-to-end business is less than the ~$4-5bn of NPR per year assumed in the model Source: Management Plan. 33
Confidential Preliminary Draft Management Plan Subject to Change
FY2021A – FY2030E Revenue Commentary ($ in millions) (1) (2) Rover Legacy Other $4,261 Historical Performance $3,962 $3,677 — 2022 includes a half year of Cloudmed $3,392 $3,123 $2,913 — 2023 normalized revenue and EBITDA growth (pro
$2,666 $2,512 $2,262 forma for Cloudmed) of 12% and 21%, respectively, $2,254 $2,024 $1,785 $1,544 $1,806 $1,270 driven by strong modular revenue growth and in-year $984 $542 $1,475 $260 synergy realization 2024 Budget $1,713 $1,749 $1,682 $1,642
$1,653 $1,700 $1,546 $1,579 $1,607 $1,475 — 2024 includes Acclara + Advata for ~11.5 months and Providence based on original implementation timing 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E ’24B – ’30E —
Revenue growth of 3% and EBITDA growth of 12% CAGR % Growth excluding Acclara + Advata and Providence, and Rover Legacy 4.9% 10.7% (1.8%) (2.4%) (3.8%) 1.8% 2.8% 2.9% 2.9% 0.6% Change impact — Plan assumes $58mm of cost synergies realized
project Total 22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% 8.1% to date FY2021A – FY2030E Adj. EBITDA — 2024 projections include $21mm of EBITDA impact ($ in millions) from Change Healthcare (3) Management ex. Change Change Impact
$1,301 2024 – 2030 Performance $1,202 $1,109 — 2024B-2030E revenue and Adj. EBITDA CAGR of 8% $1,001 $874 and 12%, respectively $766 $655 $614 — Revenue growth reflects continued strong RPS $424 (modular) cross-sell, maturation of
Providence contract $346 $784 and new end-to-end wins, offset by headwinds for $676 certain end-to-end and physician customers ($21) ($18) ’24B – ’30E — EBITDA margin increase reflects maturation of 2021A 2022A 2023A 2024B
2025E 2026E 2027E 2028E 2029E 2030E CAGR Providence contract and impact of technology 12.1% investments and initiatives Growth - 22.5% 45.0% 6.7% 16.9% 14.1% 14.5% 10.7% 8.4% 8.2% Margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% -
1 2 Source: Rover filings, Management Plan. Note : Includes contingency revenue reduction of $10mm in 2024 growing to $12mm by 2030. Note : Includes Cloudmed, Acclara + Advata, new end-to-end business in 2024 and onward and Change impact. 3 Note :
Represents impact of Change Healthcare’s outage due to cybersecurity issue. 34
Confidential Preliminary Draft Comparison to Street Estimates Subject
to Change Revenue ($ in millions) (1) $4,872 Management ex. Change Change Impact Street $4,495 $4,269 $4,261 $3,962 $3,850 $3,677 $3,392 $3,272 $3,123 $2,965 $2,913 $2,666 $2,644 $742 $713 $683 $640 $646 $674 $610 $605 $28 $2,927 $2,681 $714 $695
$649 $624 ($15) ($14) ($3) ($21) ($19) Q1 2024B Q2 2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change (0.8%) 1.0% (1.3%) 4.1% 0.8% (1.8%) (4.5%) (11.9%) (13.9%) (11.9%) (12.5%) Excl. Change 2.3% 1.4% 1.7%
0.2% 1.4% (1.3%) (4.5%) (11.9%) (13.9%) (11.9%) (12.5%) Adj. EBITDA ($ in millions) $1,327 (1) $1,301 Management ex. Change Change Impact Street $1,215 $1,198 $1,202 $1,109 $1,059 $1,001 $887 $874 $776 $766 $659 $655 $218 $187 $173 $163 $151 $148
$26 $133 $141 $784 $676 $192 $186 $152 $146 ($5) ($18) ($19) ($23) ($21) Q1 2024B Q2 2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change (10.0%) (6.7%) (5.9%) 16.8% (0.6%) (1.3%) (1.4%) (5.5%) (7.5%) (1.1%)
(2.0%) Excl. Change 2.8% (3.4%) 7.4% 2.8% 2.6% 1.0% (1.4%) (5.5%) (7.5%) (1.1%) (2.0%) 1 Source: Management Plan, FactSet. Note: Market data as of 4/16/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers.
Note : Represents impact of Change Healthcare’s outage due to cybersecurity issue. 35
DRAFT Confidential Preliminary Valuation 36
Confidential Preliminary Draft Market Data: Reference Subject to Change
Implied Illustrative Share Price Assumptions Based on closing day share prices for the 52-week period prior to the undisturbed ▪ date (2/23/2024) $9.11 $18.49 52-Week Trading Range 52-week High: 7/17/23 ▪ 52-week Low: 1/11/24 ▪ (1)
Undisturbed Range Based on Brokers with price targets post NMC announcement (2/26/24) ▪ Excludes Brokers who have suspended price ratings Current Equity Research ▪ $14.00 $20.00 $12.00 Price Targets High: TD Cowen (3/22/24) and Cantor
(3/14/24) ▪ Low: Evercore (4/9/24) Mean/Median: $16.93/ $17.00▪ Based on cash-only deals (excluding minority transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn Premiums Paid – Premium
applied to undisturbed price of $11.10 as of 2/23/24 $13.66 $17.03 ▪ All Deals 25th Percentile: 23.0% / 75th Percentile: 53.4% ▪ Mean/Median: $15.57/ $14.77 Mean: 40.3% / Median: 33.1% ▪ Based on cash-only deals (excluding minority
transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn and sponsor acquirers Premiums Paid – Premium applied to undisturbed price of $11.10 as of 2/23/24 ▪ $13.31 $16.47 Sponsor LBOs 25th
Percentile: 19.9% / 75th Percentile: 48.3% ▪ Mean/Median: $14.93/ $14.13 Mean: 34.5% / Median: 27.3% ▪ Represents transactions since 2004 involving US targets in which a majority ▪ shareholder acquired the remaining interest in the
target Premiums Paid - Premium applied to undisturbed price of $11.10 as of 2/23/24 ▪ $13.95 $17.68 Minority Squeeze Outs 25th Percentile: 25.7% / 75th Percentile: 59.3% ▪ Mean: 45.8% / Median: 43.5% Mean/Median: $16.19/ $15.93 ▪
Undisturbed: $11.10 Current: $12.21 NMC Offer: $13.75 1 Source: FactSet, Wall Street Research, Deal Points. Note: Market data as of 4/16/24. Premiums paid data per FactSet, Dealogic, Company filings and Press. Note : Low end based on
Evercore’s undisturbed target price prior to NMC 13-D filing on 2/26/24. 37
Confidential Preliminary Draft Preliminary Valuation Analysis Subject
to Change Implied Illustrative Share Price Assumptions Weighted average cost of capital range: 9.5% – 11.0% ▪ Discounted Perpetuity growth rate range: 3.5% – 4.5% ▪ $9.89 $16.28 Cash Flow Based on 2024-2030 Management Plan,
discounted to 6/30/24 using mid- ▪ year convention Multiple range: 11.0x – 14.0x (2024) ▪ $10.94 $14.98 $655mm 2024E Adj. EBITDA per Management Plan ▪ Trading Multiples Multiple range: 9.0x – 12.0x (2025) ▪ $10.29
$15.02 $766mm 2025E Adj. EBITDA per Management Plan ▪ Multiple range: 11.5x – 15.5x ▪ Transaction (1) $11.24 $16.49 $20.73 $639mm 12/31/23 PF LTM Adj. EBITDA ▪ Multiples Ensemble / Berkshire Ensemble / Berkshire: 3/28/22;
18.7x LTM EBITDA ▪ Undisturbed: $11.10 Current: $12.21 NMC Offer: $13.75 Source: Rover filings, Management Plan. Transaction multiples per company filings. Trading multiples per company filings and FactSet. Note: Market data as of 4/16/24.
Assumes 6/30/24 transaction close for DCF and net debt of $2,189mm. Transaction and trading multiples implied share price calculated based on 12/31/23 net debt of $2,173mm. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted
average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option
/ warrant dilution based on treasury stock 1 method; DCF includes 2.6mm shares from half a year of stock-based compensation dilution. Note : 12/31/23 LTM Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition.
38
Confidential Preliminary Draft Discounted Cash Flow Analysis Subject to
Change ($ in millions, except for per share values) Projected Cash Flows Fiscal Year Ending December 31, 2024B 2025E 2026E 2027E 2028E 2029E 2030E Terminal Year Revenue $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 $4,261 % Growth 18.3% 9.2% 7.2%
8.6% 8.4% 7.8% 7.5% Adj. EBITDA $655 $766 $874 $1,001 $1,109 $1,202 $1,301 $1,301 % Margin 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% 30.5% (–) Depreciation (106) (127) (145) (157) (170) (184) (198) (213) (–) Stock-Based Compensation (84)
(92) (95) (100) (108) (117) (125) (125) (–) Ongoing Restructuring / Integration Costs (114) (60) (35) (30) (30) (30) (30) (30) EBITA $352 $487 $599 $714 $800 $871 $947 $932 (–) Taxes (92) (119) (149) (178) (202) (221) (242) (238) Taxes
as a % of EBITA 26.3% 24.4% 24.8% 25.0% 25.2% 25.4% 25.6% 25.5% NOPAT (Excl. Amortization) $259 $368 $451 $536 $599 $650 $705 $694 (+) Depreciation 106 127 145 157 170 184 198 213 (–) Capex (133) (146) (156) (170) (184) (198) (213) (213)
(–) Change in NWC (65) (25) (24) (30) (29) (28) (29) (17) (–) Tax Related to Vesting of Equity Awards (26) (31) (32) (33) (36) (39) (42) (42) Unlevered Free Cash Flow $141 $294 $384 $461 $520 $569 $619 $635 (–) H1 2024 Free Cash
Flow (13) - - - - - - - DCF Unlevered Free Cash Flow $128 $294 $384 $461 $520 $569 $619 $635 Value of NOLs 6/30/2024 NOL Starting Balance $63 $54 $36 $17 - - - NOLs Utilized (Assuming $18mm Annual 382 Limitation) 9 18 18 17 - - - NOL Tax Savings @
21% Tax Rate $2 $4 $4 $4 - - - Discounted Cash Flow Sensitivity Analysis PV Implied Share Price at Perpetuity Growth Rate of: Implied Terminal Exit Multiple with Perpetuity Growth Rate of: WACC Cash Flows NOLs 3.5% 4.0% 4.5% 3.5% 4.0% 4.5% 9.50%
$2,147 $11 $13.52 $14.78 $16.28 8.8x 9.7x 10.7x 10.25% 2,098 11 11.51 12.46 13.57 7.9x 8.5x 9.3x 11.00% 2,050 11 9.89 10.64 11.49 7.1x 7.6x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030
Management Plan, discounted back to 6/30/24 using mid-year convention. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC
warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on treasury stock method; includes 2.6mm shares from half a year of
stock-based compensation dilution. 39
Confidential Preliminary Draft Select Trading Comparables Subject to
Change ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA 2023A Company 4/16/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E Debt / EBITDA $80.27 $7,949 $7,217
95.0% 13.9% 18.9% 59.2% 38.8% 18.0x 15.1x 2.5x 30.63 6,384 5,679 66.6% 6.0% 7.6% 35.0% 18.4% 7.5x 7.0x 1.5x 29.46 4,922 5,013 82.0% 11.2% 12.5% 37.0% 21.5% 12.7x 11.3x 0.6x 30.16 4,197 3,607 82.2% 16.0% 28.8% 22.1% 10.2% 16.6x 12.9x 4.0x 33.39 2,946
3,317 74.3% 20.4% 22.5% 23.8% 17.5% 13.0x 10.6x NA 47.39 2,298 2,381 51.3% 9.6% 11.0% 37.1% 26.9% 6.3x 5.7x 0.6x 20.70 2,264 2,480 61.6% 3.2% 1.6% 65.4% 31.9% 5.4x 5.3x 0.3x 26.65 1,361 1,254 34.5% 6.2% 30.9% 43.0% 9.4% 13.6x 10.4x 4.2x 24.67 689
763 84.7% 5.4% 6.4% 65.9% 22.3% 10.5x 9.9x NA 8.35 295 121 27.7% 6.8% 18.5% 47.6% 13.5% 6.4x 5.4x 4.2x 5.53 254 342 38.5% 11.7% 51.8% 48.6% 8.0% 10.3x 6.8x 20.9x 25th Percentile 44.9% 6.1% 9.3% 36.0% 11.8% 7.0x 6.3x 0.6x Mean 63.5% 10.0% 19.1% 44.1%
19.8% 10.9x 9.1x 4.3x Median 66.6% 9.6% 18.5% 43.0% 18.4% 10.5x 9.9x 2.5x 75th Percentile 82.1% 12.8% 25.6% 53.9% 24.6% 13.3x 11.0x 4.2x (1) Undisturbed (5) (5) (5) (5) (5) (5) (4) $11.10 $7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x
Rover (Consensus) (3) (4) Rover (Management) 11.10 7,286 5,113 59.3% 9.2% 16.9% 24.6% 11.1x 9.5x 3.6x NA (2) At New Mountain Offer (4) Rover (Consensus) $13.75 $8,575 $6,402 73.5% 12.1% 17.7% 28.4% 24.9% 13.0x 11.0x 3.6x (4) (3) 13.75 8,575 6,402
73.5% 9.2% 16.9% 24.6% 13.1x 11.2x 3.6x Rover (Management) NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 4/16/24. Consensus Rover estimates exclude brokers that have discontinued coverage and restricted brokers.
Note : Market data as of undisturbed date of 2/23/24. 2 3 4 Note : Represents NMC offer price of $13.75 / share. Note : Rover management gross margin not directly comparable to consensus estimate. Note : 2023A EBITDA includes Rover Adj. EBITDA of
$614mm plus $25mm contribution from Acclara / 5 Advata acquisition. Note : Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 40
Confidential Preliminary Draft Select Precedent Transactions Subject to
Change EV / LTM EBITDA Reference Only 25th Percentile: 14.6x Precedent Stock Deals Mean: 17.0x 30.4x 29.0x Median: 16.2x 75th Percentile 18.6x 21.1x 20.3x 18.7x 18.2x 17.9x 16.6x 15.7x 14.9x 15.4x 14.5x 14.1x Implied NMC (1) Offer Multiple : 11.5x
13.4x 9.6x Target (Healthcare) Acquiror Announcement Sep-23 Jun-22 Mar-22 Dec-21 Oct-21 Aug-21 Jan-21 Dec-20 Nov-18 Jun-18 Mar-18 Feb-18 Aug-16 Nov-15 Jan-22 Date Deal Value $1,731 $1,076 $5,000 $28,938 $1,735 $7,227 $13,051 $3,399 $5,650 $4,909
$1,200 $460 $2,384 $2,755 $4,054 ($mm) Rover LTM Trading Multiple 17.9x 20.1x 25.7x 26.7x 27.3x 24.1x 33.9x 32.6x NM NM NM NM NM NM 26.0x at time of deal % (Discount) / (19%) (22%) (27%) (42%) (26%) 20% (58%) (35%) NA NA NA NA NA NA 17% Premium to
Rover 1 Source: Company filings. Note: Mean and median calculations on page exclude R1 acquisition of Cloudmed. Note : Based on 12/31/23 LTM Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. 41
PRELIMINARY DRAFT Confidential Appendix – Qatalyst Partners
42
Rover Illustrative Statistics at Various Prices ($MM, except per share
amounts) Rover Rover NMC Unaffected Current Draft Proposal as of 2/23/2024 (5) as of 4/16/2024 (2/26/2024) Illustrative Rover Valuation Statistics Illustrative Share Price: $11.10 $12.21 $13.75 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00
Implied Transaction Premium Statistic Premium to Current Price (4/16/24) $12.21 (9%) - 13% 15% 23% 31% 39% 47% 56% 64% Premium to Price Prior to Public Disclosure of NMC Draft Proposal (2/23/24) (5) 11.10 - 10% 24% 26% 35% 44% 53% 62% 71% 80%
Premium to Price Prior to Request for Waiver of Investor Rights (1/25/24) 10.17 9% 20% 35% 38% 47% 57% 67% 77% 87% 97% Premium to Current Enterprise Value (2) 7,826 (7%) - 10% 11% 17% 24% 30% 36% 42% 48% Premium to 30-Day VWAP (Prior to Public
Disclosure of NMC Draft Proposal) (1) 10.31 8% 18% 33% 36% 45% 55% 65% 75% 84% 94% Premium to 60-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.41 7% 17% 32% 35% 44% 54% 63% 73% 83% 92% Premium to 90-Day VWAP (Prior to Public
Disclosure of NMC Draft Proposal) (1) 10.67 4% 14% 29% 31% 41% 50% 59% 69% 78% 87% Premium to LTM VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 13.42 (17%) (9%) 2% 4% 12% 19% 27% 34% 42% 49% Premium to LTM High Share Price 18.49 (40%)
(34%) (26%) (24%) (19%) (13%) (8%) (3%) 3% 8% Premium to LTM Low Share Price 9.11 22% 34% 51% 54% 65% 76% 87% 98% 109% 120% Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,653 $6,402 $6,524 $7,010 $7,497 $7,983 $8,470
$8,956 $9,443 Fully-Diluted Enterprise Value (2) $7,286 $7,826 $8,575 $8,697 $9,184 $9,670 $10,157 $10,643 $11,130 $11,616 Street Consensus Estimates Revenue Multiples (3) Statistic CY24E / NTM $2,644 2.7x 3.0x 3.2x 3.3x 3.5x 3.7x 3.8x 4.0x 4.2x
4.4x CY25E 2,956 2.4 2.6 2.9 2.9 3.1 3.3 3.4 3.6 3.8 3.9 Adj. EBITDA Multiples (3) CY24E / NTM $659 10.7x 11.9x 13.0x 13.2x 13.9x 14.7x 15.4x 16.1x 16.9x 17.6x CY25E 778 9.1 10.1 11.0 11.2 11.8 12.4 13.1 13.7 14.3 14.9 Rover Management Plan Revenue
Multiples (4) CY24E / NTM $2,666 2.7x 2.9x 3.2x 3.3x 3.4x 3.6x 3.8x 4.0x 4.2x 4.4x CY25E 2,913 2.5 2.7 2.9 3.0 3.2 3.3 3.5 3.7 3.8 4.0 Adj. EBITDA Multiples (4) CY24E / NTM $655 11.1x 11.9x 13.1x 13.3x 14.0x 14.8x 15.5x 16.2x 17.0x 17.7x CY25E 766
9.5 10.2 11.2 11.4 12.0 12.6 13.3 13.9 14.5 15.2 Note: Current market prices as of April 16, 2024. (3) Rover Street projections based on FactSet mean consensus estimates as of April 16, 2024. (1) Volume-weighted average prices based on trading days
per FactSet as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. (4) Rover Management Plan provided by Rover Management in April 2024. 43 (2) Rover capitalization per Rover 10-K for the period ended December 31,
2023. Balance sheet statistics per Rover 10-K for the period ended December 31, 2023, pro (5) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft
Proposal. forma for the close of the Acclara transaction per management as of March 2024. CONFIDENTIAL | PRELIMINARY DRAFT
Selected Technology Transaction Premia Premia in Selected >$1Bn
Public Technology Transactions Since 2003 1- Day Premia Paid NMC Draft Proposal @ (1) Median: 28% 424 Total Transactions $13.75/share: 24% Premium Premium in Data Set 100 th 25 Percentile: 17% Premium Mean: 33% Premium 74 th 75 Percentile: 44%
Premium 61 58 49 34 20 18 10 Premium Min Range: <10% 10% 20% 30% 40% 50% 60% 70% 80% Max Range: 10% 20% 30% 40% 50% 60% 70% 80% >80% # of Transactions 58 74 100 61 49 34 20 10 18 % of Total 14% 17% 24% 14% 12% 8% 5% 2% 4% % of Total At Or
Below Range 14% 31% 55% 69% 81% 89% 93% 96% 100% Source: FactSet as of April 16, 2024. Note: Based on FactSet premia and unaffected dates for technology M&A transactions greater than $1Bn enterprise value since 2003. 44 (1) Represents premium to
unaffected price as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT 1-Day
Illustrative Cost of Capital Analysis ($MM, except per share
information) Illustrative Cost of Equity Analysis Overall Betas Betas Historical Predicted Current FD Historical (1) Predicted (2) Unlevered Unlevered Stock Equity Levered Unlevered Levered Unlevered Price Value Debt Equity / Debt Tax Rate Beta Beta
Beta Beta Beta Beta Rover (Street) (3) $12.21 $5,653 $2,311 71% / 29% 21% 0.92 0.69 1.63 1.23 Rover (Street) (3) 0.69 1.23 Selected Healthcare Technology Overall Median 0.83 1.04 HealthEquity $80.27 $7,217 $937 89% / 11% 21% 0.92 0.83 1.05 0.95
Genpact 30.63 5,679 1,288 82% / 18% 24% 1.06 0.90 0.93 0.80 Illustrative Unlevered Beta Calculation ExlService 29.46 5,013 200 96% / 4% 22% 1.38 1.34 1.05 1.02 Evolent Health 30.16 3,607 788 82% / 18% 14% 1.26 1.06 1.39 1.17 67% Rover (Street) (3)
0.46 0.82 Progyny 33.39 3,317 0 100% / 0% 23% 1.32 1.32 1.10 1.10 33% Overall Median 0.27 0.34 Premier 20.70 2,480 155 94% / 6% 32% 0.48 0.46 1.08 1.04 Phreesia 23.00 1,426 0 100% / 0% 21% 1.29 1.29 1.61 1.61 Illustrative Unlevered Beta 0.74 1.17
Omnicell 26.65 1,254 575 69% / 31% 21% 1.01 0.74 1.81 1.33 HealthStream 24.67 763 0 100% / 0% 22% 0.72 0.72 0.54 0.54 Health Catalyst 5.53 342 230 60% / 40% 21% 1.10 0.72 1.66 1.08 TruBridge 8.35 121 200 38% / 62% 21% 0.93 0.40 1.35 0.58 Median 89%
/ 11% 1.06 0.83 1.10 1.04 Mean 83% / 17% 1.04 0.89 1.23 1.02 Sources: FactSet, Barra. Note: Prices as of April 16, 2024. Debt includes currently outstanding face value of 'in-the-money' convertible debt and excludes minority interests. Excludes
international companies. (1) Based on Bloomberg betas as of March 28, 2024. (2) Based on Barra betas as of March 29, 2024. (3) Rover betas as of January 31, 2024, based on available betas prior to February 23, 2024, the trading day prior to public
filing of the NMC Draft Proposal. 45 CONFIDENTIAL | PRELIMINARY DRAFT
Illustrative Cost of Capital Analysis (Continued) Cost of Capital
Calculation - Equity Market Risk Premium / Unlevered Predicted Beta Sensitivity (4) Market Assumptions Cost of Equity WACC Risk Free Rate (1) 4.9% Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% 6.2% 6.7% 7.2% Market Risk Premium (2) 6.2% - 7.2%
Beta Debt as % of Cap.: 29% 29% 29% 29% 29% 29% Cost of Debt (6) 8.0% 1.17 <--- Overall Blended 14.5% 15.2% 15.9% 12.1% 12.6% 13.1% 1.23 <--- Standalone 15.0% 15.8% 16.5% 12.5% 13.0% 13.6% Size Premium (3) Historical 2.0% Cost of Capital
Calculation - Equity Market Risk Premium / Unlevered Historical Beta Sensitivity (5) Predicted 0.0% Cost of Equity WACC Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% 6.2% 6.7% 7.2% Beta Debt as % of Cap.: 29% 29% 29% 29% 29% 29% 0.74 <---
Overall Blended 12.9% 13.4% 13.9% 11.0% 11.4% 11.7% 0.69 <--- Standalone 12.6% 13.0% 13.4% 10.8% 11.1% 11.4% Note: Unlevered Betas based on median of peer group. (1) Based on 20-Year U.S. Interpolated Treasury Yield as of April 16, 2024. Source:
FactSet. (2) Long-horizon expected equity risk premium (historical) and Long-horizon expected equity risk premium (supply-side) based on Duff & Phelps Cost of Capital Navigator (2024). (3) Size premium based on Duff & Phelps Cost of Capital
Navigator (2024). (4) Based on Barra betas as of March 29, 2024. (5) Based on Bloomberg 5-year weekly betas as of March 28, 2024. (6) Illustrative 8.0% pre-tax cost of debt based on interest rates on Term A Loan, Senior Revolver, and Term B Loan per
Rover 10-K as of December 31, 2023. All Rover debt is floating-rate. 46 CONFIDENTIAL | PRELIMINARY DRAFT
DRAFT Confidential Appendix - Barclays 47
Confidential Preliminary Draft Precedent Public HCIT Deals – DCF
Assumptions Subject to Change Terminal Assumptions Announcement Date Target Acquiror PGR Exit Multiple WACC 09/06/23 2.0% - 3.0% - 8.9% - 10.6% 06/26/23 2.0% - 3.0% - 8.25% - 10.5% 02/08/23 2.5% - 3.5% - 11.25% - 13.5% Advisor 1 0.9% - 4.6%
(implied) 8.0x - 10.5x 9.5% - 11.5% 09/05/22 Advisor 2 2.5% - 3.5% - 9.6% - 10.7% 06/21/22 - 8.0x - 12.0x 10.0% - 12.0% Advisor 1 2.5% - 3.5% - 8.5% - 9.5% 03/29/22 Advisor 2 4.5% - 5.5% - 10.6% - 11.6% Cloudmed - 20.0x - 24.0x 9.75% - 10.75%
01/10/22 R1 - 20.0x - 24.0x 9.5% - 10.5% Advisor 1 1.75% - 2.5% 8.4x - 13.6x (implied) 6.25% - 7.75% 12/20/21 Advisor 2 2.5% - 3.5% - 7.25% - 8.5% 08/19/21 3.0% - 4.0% - 8.0% - 9.0% 01/06/21 1.25% - 2.25% 8.5x - 12.4x (implied) 6.75% - 7.75%
12/21/20 4.0% - 4.5% - 9.0% - 10.0% Advisor 1 - 10.5x - 12.5x 10.5% - 12.0% 11/12/18 Advisor 2 5.3% - 7.1% (implied) 10.5x - 12.5x 10.0% - 11.0% Source: Company filings. 48
Confidential Preliminary Draft Discounted Cash Flow Analysis Subject to
Change ($ in millions, except for per share values) Implied Share Price – PGR Method (4.0% PGR and 10.25% WACC) Sensitivities WACC NPV of Cash Flows $2,098 26.2% 9.50% 9.88% 10.25% 10.63% 11.00% NPV of Terminal Value 5,888 73.6% 3.5% $13.52
$12.46 $11.51 $10.67 $9.89 NPV of NOLs 11 0.1% Implied 3.8% $14.12 $12.98 $11.97 $11.07 $10.26 Share Total NPV $7,996 100.0% Price 4.0% $14.78 $13.54 $12.46 $11.50 $10.64 Less: 6/30/24 Net Debt (2,189) 4.3% $15.49 $14.16 $12.99 $11.96 $11.05 Equity
Value $5,807 4.5% $16.28 $14.83 $13.57 $12.47 $11.49 Total Diluted Shares 466.072 Implied Share Price $12.46 WACC 9.50% 9.88% 10.25% 10.63% 11.00% 3.5% 8.8x 8.3x 7.9x 7.5x 7.1x Implied 3.8% 9.2x 8.7x 8.2x 7.8x 7.4x Terminal Exit Multiple 4.0% 9.7x
9.1x 8.5x 8.1x 7.6x 4.3% 10.2x 9.5x 8.9x 8.4x 8.0x 4.5% 10.7x 10.0x 9.3x 8.8x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030 Management Plan, discounted back to 6/30/24 using mid-year
convention. FDSO assumes 420.3mm basic shares outstanding, 2.7mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence
warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover filings; option / warrant dilution based on treasury stock method; includes 2.6mm shares from half a year of stock-based compensation dilution. 49 PGR PGR
Confidential Preliminary Draft Premiums Paid Analysis (Cash Deals)
Subject to Change Premium to Undisturbed Price 45 # of Transactions 142 25th Percentile 23.0% 40 Mean 40.3% 40 Median 33.1% 75th Percentile 53.4% 35 30 24 25 20 18 14 15 13 11 10 6 5 5 5 3 2 1 0 <0% 0% to 10% 10% to 20% 20% to 30% 30% to 40% 40%
to 50% 50% to 60% 60% to 70% 70% to 80% 80% to 90% 90% to 100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets with total EV between $5bn and $15bn. Includes cash-only
transactions and excludes minority transactions. 50 Number of Transactions
Confidential Preliminary Draft Premiums Paid Analysis – LBOs
(Cash Deals) Subject to Change Premium to Undisturbed Price 18 # of Transactions 56 25th Percentile 19.9% 16 Mean 34.5% 16 Median 27.3% 75th Percentile 48.3% 14 12 11 10 9 8 6 6 4 3 3 3 2 2 2 1 0 0 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50%
50%-60% 60%-70% 70%-80% 80%-90% 90%-100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets and Sponsor buyers with total EV between $5bn and $15bn. Includes cash-only
transactions and excludes minority transactions. 51 Number of Sponsor-Led Transactions
Confidential Preliminary Draft Minority Squeeze Out Premiums Subject to
Change Median Final Premium Paid Min 25th Perc. Mean Median 75th Perc. Max 75% 59% 2% 26% 46% 44% 59% 143% 45% 44% 50% 26% 25% 17% 0% 0% - 10% 10% - 20% 20% - 30% 30% - 40% 40% - 50% Shares Sought (%) Median % Change in Offer Price Min 25th Perc.
Mean Median 75th Perc. Max 30% 0% 0% 14% 12% 18% 91% 20% 15% 15% 14% 11% 10% 0% 0% 0% - 10% 10% - 20% 20% - 30% 30% - 40% 40% - 50% Shares Sought (%) # of 3 7 10 6 7 Transactions Source: FactSet, Dealogic, Company filings, Press, Deal Points. Note:
Data represents transactions since 1/1/04 involving US targets where the existing majority shareholder(s) acquired the remaining shares of the company. Deals involving the option of cash or stock conversion use the cash amount when calculating
premium. Stock for stock transactions use the earlier of the undisturbed date or initial offer date when calculating initial premium and the later of the undisturbed date or merger agreement announcement date when calculating final premium.
52
Confidential Preliminary Draft Minority Squeeze Out Premiums
(cont’d.) Subject to Change ($ in millions, except per share values) Announcement Transaction Deal Ent. Shares Shares Initial Final Date Target Acquirer Status Value Value Owned (%) Sought (%) Initial Offer Final Offer % Change Premium Premium
2/26/2024 Agiliti THL Partners Pending $458 $2,571 72% 28% $10.00 $10.00 0% 31% 31% 12/8/2023 HireRight General Atlantic, Stone Point, HireRight Pending $244 $1,615 75% 25% $12.75 $14.35 13% 27% 43% 5/19/2023 GoHealth CenterBridge, NVX, GoHeallth,
BCCJ Cancelled $105 $933 76% 24% $20.00 $20.00 0% 15% 15% 5/18/2023 SciPlay Light & Wonder Complete $529 $2,552 83% 17% $20.00 $22.95 15% 29% 47% 11/17/2022 Willis Lease Mitsui & Co, Fuyo General, JA Mitsui Cancelled $7 $2,108 97% 3% $45.00
$50.00 11% 5% 17% 10/24/2022 Weber BDT & MSD Partners Complete $885 $3,683 87% 13% $6.25 $8.05 29% 24% 60% 10/2/2022 Myovant Sumitomo Pharma Complete $1,239 $2,601 52% 48% $22.75 $27.00 19% 27% 50% 6/21/2022 Convey Health TPG Capital Complete
$194 $1,038 75% 25% $9.00 $10.50 17% 108% 143% 5/25/2022 StoneMor Axar Capital Complete $119 $757 75% 25% $3.00 $3.50 17% 32% 54% 12/1/2021 Razer CVC Advisors, Razer Complete $1,380 $2,709 57% 43% $0.36 $0.36 0% 44% 44% 8/30/2021 Independence Geneve
Holdings Complete $323 $762 63% 38% $50.00 $57.00 14% 19% 36% 8/12/2021 Pilgrim's JBS SA Cancelled $1,375 $9,142 80% 20% $26.50 $28.50 8% 17% 26% 7/15/2021 SciPlay Scientific Games Cancelled $418 $2,015 82% 18% $17.02 $17.02 0% 11% 11% 11/12/2020
Urovant Sumitomo Dainippon Pharma Completed $174 $648 70% 30% $12.50 $16.25 30% 51% 96% 11/5/2020 Target Hospitality TDR Capital Cancelled $56 $540 63% 37% $1.50 $1.50 0% 59% 59% 10/5/2020 Eidos BridgeBio Pharma Complete $1,515 $4,020 63% 37% $38.31
$73.26 91% 21% 41% 9/4/2020 FBL Financial Group Farm Bureau Property Complete $601 $1,569 61% 39% $47.00 $61.00 30% 26% 64% 8/31/2020 Akcea Therapeutics Ionis Pharma Complete $473 $1,497 76% 24% $18.15 $18.15 0% 59% 59% 8/19/2020 Hudson Ltd. Dufry
AG Completed $302 $2,327 57% 43% $7.70 $7.70 0% 50% 50% 11/27/2019 AVX Kyocera Complete $1,030 $2,954 72% 28% $19.50 $21.75 12% 30% 45% 7/25/2019 Empire Resorts Genting Malaysia, Kien Huat Realty Complete $58 $971 84% 16% $9.74 $9.74 0% 2% 2%
4/24/2019 Speedway Motorsports Sonic Financial Corp. Complete $225 $939 72% 28% $18.00 $19.75 10% 29% 42% 3/4/2019 Bluegreen Vacations BBX Capital Cancelled $119 $1,640 90% 10% $16.00 $16.00 0% 19% 19% 2/19/2019 HomeFed Jefferies Complete $188 $631
70% 30% $38.00 $40.90 8% 9% 17% 6/19/2018 Foundation Medicine Roche Complete $2,433 $5,285 57% 43% $133.00 $137.00 3% 25% 29% 1/9/2018 AmTrust Stone Point Capital, AmTrust Complete $1,539 $3,131 55% 45% $12.25 $14.75 20% 21% 45% 11/8/2017 Alon Delek
US Holdings Complete $185 $1,072 82% 18% $11.80 $13.92 18% 3% 3% 12/12/2016 Alliance HealthCare Tahoe Investment Group Complete $70 $658 51% 49% $9.60 $13.25 38% 21% 67% 3/9/2016 Crown Media Hallmark Cards Complete $176 $2,147 90% 10% $5.05 $5.05 0%
2% 2% 3/7/2016 National Interstate American Financial Group Complete $315 $642 51% 49% $28.00 $32.00 14% 24% 42% 2/29/2016 Federal-Moful Icahn Complete $306 $4,565 82% 18% $7.00 $10.00 43% 41% 101% 1/15/2016 Synutra beams Power Investment Complete
$125 $648 64% 37% $5.91 $6.05 2% 54% 58% 2/20/2015 GFI Group BGC Partners Completed $283 $871 67% 33% $5.25 $6.10 16% 69% 96% MEDIAN 12% 26% 44% MEAN 14% 30% 46% 0% 19% 26% 25th Pct. 18% 41% 59% 75th Pct. Source: FactSet, Dealogic, Company filings,
Press, Deal Points. Note: Data represents transactions since 1/1/04 involving US targets where the existing majority shareholder(s) acquired the remaining shares of the company. Deals involving the option of cash or stock conversion use the cash
amount when calculating premium. Stock for stock transactions use the earlier of the undisturbed date or initial offer date when calculating initial premium and the later of the undisturbed date or merger agreement announcement date when calculating
final premium. 53
Confidential Preliminary Draft Illustrative Weighted Average Cost of
Capital Analysis Subject to Change Cost of Capital Calculation Comparable Companies Rover Beta / Peer Beta / (7) (3) Rover Beta / Rover Beta / Peer Beta / Company Debt / Equity Debt / Capital Levered Beta Cost of Debt Unlevered Beta Target Cap
Target Cap Current Cap Peer Cap Peer Cap (1) (1) Structure Structure Structure Structure Structure Cost of Equity Evolent Health 21.8% 17.9% 9.3% 1.086 1.184 (2) 7.17% 7.17% 7.17% 7.17% 7.17% Market Risk Premium (Rm-Rf) HealthEquity 12.1% 10.8% 6.7%
0.837 0.913 (3) 0.682 0.682 0.682 0.837 0.837 Unlevered Beta Omnicell 45.8% 31.4% 9.3% 0.750 0.818 Levered Beta 0.891 0.839 0.743 0.913 1.030 Adjusted Market Risk Premium 6.4% 6.0% 5.3% 6.5% 7.4% HealthStream - - 9.3% 0.719 0.784 (4) 4.9% 4.9% 4.9%
4.9% 4.9% Risk-Free Rate of Return (Rf) Progyny - - 9.3% 1.325 1.445 Cost of Equity (Ke) 11.3% 10.9% 10.2% 11.4% 12.3% E/(D+E) 71.0% 76.5% 89.2% 89.2% 76.5% ExlService 4.0% 3.8% 6.5% 1.246 1.360 Weighted Cost of Equity 8.0% 8.3% 9.1% 10.2% 9.4%
Genpact 22.7% 18.5% 6.5% 0.907 0.989 Cost of Debt WNS 7.5% 7.0% 6.5% 1.006 1.097 (5) 8.1% 8.1% 9.3% 9.3% 8.1% Cost of Debt (Kd) TruBridge 164.8% 62.2% 8.4% 0.415 0.452 (6) 25.0% 25.0% 25.0% 25.0% 25.0% Marginal Tax Rate Health Catalyst 67.2% 40.2%
9.3% 0.738 0.805 After-Tax Cost of Debt 6.1% 6.1% 7.0% 7.0% 6.1% D/(D+E) 29.0% 23.5% 10.8% 10.8% 23.5% Premier 6.2% 5.9% 9.3% 0.460 0.502 Debt / Equity 40.9% 30.7% 12.1% 12.1% 30.7% Peer Mean 32.0% 18.0% 8.2% 0.863 0.941 Weighted Cost of Debt 1.8%
1.4% 0.8% 0.8% 1.4% Peer Median 12.1% 10.8% 9.3% 0.837 0.913 WACC 9.8% 9.8% 9.9% 10.9% 10.8% 1 2 3 Source: Company filings, Kroll, Bloomberg, Rover management. Note: Market data as of 4/16/24. Note : Assuming target capital structure of 2.5x net
leverage. Note : Historical long-horizon expected equity risk premium per Duff & Phelps. Note : 4 5 6 Based on 5-year, weekly, Bloomberg raw beta. Note : Risk-Free Rate based on current 20-year treasury yield as of 4/16/24. Note : Peer capital
structure cost of debt represents group median. Note : Assumes marginal tax rate of 25% per Rover 7 management. Note : Cost of debt represents current weighted average yield to worst for existing debt unless otherwise noted; OMCL, HSTM, PGNY, HCAT
and PINC cost of debt represents the average 4-year single B yield. 54
Confidential Preliminary Draft Barclays Disclaimer Subject to Change
The preceding pages contain material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays
presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Committee and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The
information contained in this material was obtained from the Committee, the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any
such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Moreover, any
information provided herein was not prepared for or intended for use by any individual for personal, family or household purposes. Any estimates, historical financial information, projections and other information contained herein have been prepared
by management of the Company or were obtained from publicly available sources (approved for Barclays’ use by the Company) or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed
that they have been reasonably prepared on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company. The projections contained herein may or may not be achieved and differences between
projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise
or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in
these materials shall be deemed to constitute a recommendation or investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to the Committee, these materials are
incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays to the Committee (in their capacity as committee members and not in any individual capacity and is not for the benefit of any
individual, including any individual officer, director, shareholder or any other person). These materials were not prepared for or intended for use by any individual for personal, family or household purposes nor were they prepared to comply with
the disclosure standards under state and federal securities laws or any other applicable laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Committee, none of the
Company, Barclays, their respective affiliates or any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. These
materials are not intended to provide the sole basis for evaluation of the proposed corporate transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed
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advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter
into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank
Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 55
PRELIMINARY DRAFT Confidential Qatalyst Partners Disclaimer These
materials have been prepared by Qatalyst Partners LP (including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection
with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of
the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such
information being complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the
managements of the Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available
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and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal,
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or other forms of identification, to verify information provided. n 56
Exhibit (c)(v) PR PRELI ELIM MIIN NAR ARY Y D DR RAF AFT T C Conf
onfidenti idential al Project Rover Special Committee Discussion Materials July 1, 2024
Overview of New Mountain Capital Waiver Request and Form of Proposal (2)
• $13.25 per share (approx. 4% reduction from prior NMC Draft Proposal ) • 30.3% premium to the closing price per share of $10.17 on Jan 25, 2024, the day prior to New Mountain Capital’s (“NMC”) initial request for a
waiver of certain provisions of the Investor Rights Agreement Price (1) • 31.6% premium to the 30-day volume-weighted average price per share of $10.07 (as of Jan 25, 2024) (1) • 29.1% premium to the 30-day volume-weighted average price
of $10.26 (as of Feb 23, 2024, the last trading day prior to NMC’s amended request for a waiver) • In accordance with the terms of the waiver request previously granted by Rover, representatives of NMC and TCP-ASC ACHI Series LLLP
(“TCP-ASC”) have engaged in discussions and mutual due diligence with respect to a potential joint acquisition of the shares of Rover not owned by such parties or their affiliates • These discussions have not resulted in any
agreement to date, and NMC is no longer interested in pursuing a joint proposal with TCP-ASC Partnership • NMC continues to believe that it is in the best interests of Rover, its customers and employees and the unaffiliated stockholders to
accelerate a process whereby the Board can pursue a potential with TCP-ASC transaction with NMC, and NMC hereby (i) submits a request that Rover waive each of the restrictions set forth in Section 6.1 of the Investor Rights Agreement to the extent
they would prohibit NMC from making or pursuing such a proposal (including complying with any associated disclosure requirements resulting therefrom) and (ii) submit a revised form of proposal (“Proposal”) • NMC remains open to
having TowerBrook Capital Partners and Ascension Health participate in a potential transaction as equity co-investors • The Proposal assumes a recapitalization of Rover’s indebtedness with new third-party debt financing from GS and
JPMorgan. NMC has received commitment letters and can share them with Rover at Rover’s request. The equity financing to support the Proposal would be funded by the rollover of NMC’s existing 32% common stock ownership interest in Rover
and new cash equity to be provided or arranged by NMC • Prior to signing any definitive documentation, as part of customary pre-signing discussions with customers, NMC would expect to discuss with Rover’s current customer stockholders
(Ascension Health, Intermountain, LifePoint Health, Providence, and Sutter) their interest in maintaining or increasing their equity investment in Rover through new investment or through a Equity & Debt rollover of all or a portion of their
current common stock positions. In addition to current customer stockholders, NMC would also welcome having TowerBrook Capital Partners participate as Financing a co-investor • If and when approved by the Special Committee, NMC would also like
to discuss with members of management whether they would have any interest in rolling over a portion of their equity in the transaction • The Proposal is not contingent on any current direct or indirect stockholders participating or rolling
their existing ownership interest in Rover into the transaction • The Proposal has been approved by NMC’s investment committee, and NMC is prepared to move forward with completing definitive documentation and signing a transaction by
July 12, 2024 • The $13.25 per share price reflects the completion of diligence and takes into account events that have occurred subsequent to the initial waiver request on January 26, 2024 Diligence • The Proposal remains subject to the
negotiation and execution of mutually acceptable definitive agreements, and NMC’s counsel will share a draft merger agreement with the Special and Timing Committee’s advisors • NMC requests that Rover respond in writing with its
decision regarding NMC’s request for a waiver no later than 5:00 p.m. ET on July 3, 2024 st Source: New Mountain Capital Waiver Request and form of proposal (July 1 , 2024) (1) Volume-weighted average prices based on New Mountain Capital
calculations as detailed in their Waiver Request. 2 (2) Reflects prior New Mountain Capital Draft Proposal publicly filed on February 23, 2024. CONFIDENTIAL | PRELIMINARY DRAFT
Rover Illustrative Statistics at Various Prices ($MM, except per share
amounts) Prior NMC Rover Rover NMC (7) Draft Proposal Unaffected Current Draft Proposal as of 2/23/24 (5) as of 6/28/24 (7/1/24) (6) Illustrative Rover Valuation Statistics Illustrative Share Price: $11.10 $12.56 $13.25 $13.50 $13.75 $14.00 $14.25
$14.50 $14.75 $15.00 Implied Transaction Premium Statistic Premium to Price Prior to Public Disclosure of NMC Draft Proposal (2/23/24) (5) $11.10 - 13% 19% 22% 24% 26% 28% 31% 33% 35% Premium to 30-Day VWAP (Prior to Public Disclosure of NMC Draft
Proposal) (1) 10.31 8% 22% 28% 31% 33% 36% 38% 41% 43% 45% Premium to Price Prior to Request for Waiver of Investor Rights (1/25/24) (6) 10.17 9% 24% 30% 33% 35% 38% 40% 43% 45% 47% Premium to 30-Day VWAP Prior to Request for Waiver of Investor
Rights (1/25/24) (8) 10.07 10% 25% 32% 34% 36% 39% 41% 44% 46% 49% Premium to Current Price (6/28/24) 12.56 (12%) - 5% 7% 9% 11% 13% 15% 17% 19% Premium to 60-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.41 7% 21% 27% 30% 32%
35% 37% 39% 42% 44% Premium to 90-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.67 4% 18% 24% 27% 29% 31% 34% 36% 38% 41% Premium to LTM VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 12.72 (13%) (1%) 4% 6% 8% 10%
12% 14% 16% 18% Premium to LTM High Share Price (07/17/2023) 18.49 (40%) (32%) (28%) (27%) (26%) (24%) (23%) (22%) (20%) (19%) Premium to LTM Low Share Price (01/11/2024) 9.11 22% 38% 45% 48% 51% 54% 56% 59% 62% 65% Premium to Unaffected Enterprise
Value (5) 7,286 - 10% 15% 16% 18% 20% 21% 23% 25% 26% Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,880 $6,219 $6,342 $6,464 $6,587 $6,710 $6,832 $6,955 $7,078 Fully-Diluted Enterprise Value (2) $7,286 $8,013 $8,352
$8,475 $8,598 $8,720 $8,843 $8,966 $9,089 $9,211 Street Consensus Estimates Revenue Multiples (3) Statistic NTM (Period Ending March 31, 2025) $2,704 2.7x 3.0x 3.1x 3.1x 3.2x 3.2x 3.3x 3.3x 3.4x 3.4x CY25E 2,921 2.4 2.7 2.9 2.9 2.9 3.0 3.0 3.1 3.1
3.2 Adj. EBITDA Multiples (3) NTM (Period Ending March 31, 2025) $666 10.7x 12.0x 12.5x 12.7x 12.9x 13.1x 13.3x 13.5x 13.6x 13.8x CY25E 770 9.1 10.4 10.8 11.0 11.2 11.3 11.5 11.6 11.8 12.0 Rover Management Plan Revenue Multiples (4) Statistic NTM
(Period Ending March 31, 2025) $2,665 2.7x 3.0x 3.1x 3.2x 3.2x 3.3x 3.3x 3.4x 3.4x 3.5x CY25E 2,913 2.5 2.8 2.9 2.9 3.0 3.0 3.0 3.1 3.1 3.2 Adj. EBITDA Multiples (4) NTM (Period Ending March 31, 2025) $674 10.8x 11.9x 12.4x 12.6x 12.8x 12.9x 13.1x
13.3x 13.5x 13.7x CY25E 766 9.5 10.5 10.9 11.1 11.2 11.4 11.5 11.7 11.9 12.0 Note: Current market prices as of June 28, 2024. (5) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the
trading day (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior to prior to public filing of the NMC Draft Proposal. public filing of the NMC Draft Proposal. (6) Reflects New Mountain
Capital Draft Proposal received on July 1, 2024. (2) Rover capitalization as of June 18, 2024 provided by Rover Management. Balance sheet statistics per Rover 10-Q for the (7) Reflects prior New Mountain Capital Draft Proposal publicly filed on
February 23, 2024. 3 period ended March 31, 2024. (8) Volume-weighted average prices based on trading days per FactSet as of January 25, 2024, the trading day prior to the (3) Rover Street projections based on FactSet mean consensus estimates as of
June 28, 2024. request for waiver of investor rights. (4) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT
Overview of Rover Short-Term Trading From Week of Request for Waiver of
Investor Rights (January 22, 2024) to Current (June 28, 2024) Mar. 11, 2024 Share Price Trading Volume (000s) Rover announces the formation of the special committee; TCP-ASC files 13D amendment $15.00 35,000 Feb. 26, 2024 disclosing request for a
waiver of take-over Public filing of the NMC Draft statutes and a statement that they are not a seller Proposal for $13.75 / share (all- 1-Day Price Rxn.: +1% cash) and issuance of open letter May 8, 2024 regarding NMC Draft Proposal by $14.00
30,000 May 7, 2024 Rover announces Q1’24 Coliseum Capital Limited standstill waiver earnings results (Pre-Market) NMC Draft 1-Day Price Rxn.: +25% sent to New Mountain and 1-Day Price Rxn.: +3% (3) Proposal : TCP-ASC $13.25 1-Day Price Rxn.:
+3% $13.00 25,000 Rover Jan. 26, 2024 $12.21 New Mountain Capital delivers (1) +13% vs. 2/23 a private request for the waiver (10%) vs. 2/26 $12.00 20,000 of certain provisions of their Feb. 22, 2024 Investor Rights Agreement June 13, 2024
UnitedHealth announces May 8, 2024 Mar. 19, 2024 Special Committee grants waiver suspected cybersecurity breach of Cyberattack disrupts Change Healthcare IT systems Rover discloses it has hired advisors to extension to New Mountain and Ascension
Healthcare IT $11.00 15,000 1-Day Price Rxn.: (0%) the Special Committee and that it has TCP-ASC through July 12 systems rejected TCP-ASC and NMC’s request 1-Day Price Rxn.: +4% for a waiver of the standstill agreement 1-Day Price Rxn.: (1%)
$10.00 10,000 Selected (2) HCIT (1) (10%) vs. 2/23 $9.00 5,000 (10%) vs. 2/26 $8.00 0 1/22 1/24 1/26 1/30 2/1 2/5 2/7 2/9 2/13 2/15 2/20 2/22 2/26 2/28 3/1 3/5 3/7 3/11 3/13 3/15 3/19 3/21 3/25 3/27 4/1 4/3 4/5 4/9 4/11 4/15 4/17 4/19 4/23 4/25 4/29
5/1 5/3 5/7 5/9 5/13 5/15 5/17 5/21 5/23 5/28 5/30 6/3 6/5 6/7 6/11 6/13 6/17 6/20 6/24 6/26 6/28 Source: Closing prices and volumes per FactSet as of June 28, 2024. Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge as per
Qatalyst (1) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the New Partners analysis. Mountain Capital Draft Proposal. (3) Reflects New Mountain Capital Draft Proposal received on July 1, 2024. 4 (2)
Selected healthcare information technology group includes HealthEquity, Evolent Health, Progyny, CONFIDENTIAL | PRELIMINARY DRAFT
PRELIMINARY DRAFT Confidential Appendix 5
Represents Qatalyst View Legend Selected Healthcare Information
Technology Selected Business Process Outsourcing CY25E Operating Statistics of Selected Companies CY25E Rev. $2,921 $2,913 $498 $1,438 $2,988 $1,339 $343 $355 $1,138 $310 $1,285 $2,017 $1,408 $4,872 ($MM): Median: 11% Median: 9% 18% 16% 16% 14% 12%
12% 11% 9% 9% 7% 6% 6% 5% (0%) Rover (Street) Rover (Mgmt.) (1) Phreesia Progyny Evolent Health HealthEquity Health Catalyst TruBridge Omnicell HealthStream Premier ExlService WNS Genpact Median: 19% Median: 8% 50% 31% 31% 20% 19% 18% 17% 19% 14% 8%
8% 6% NM (2%) Rover (Street) Rover (Mgmt.) (1) Health Catalyst Evolent Health Omnicell Progyny HealthEquity TruBridge HealthStream Premier Phreesia WNS Genpact ExlService Median: 15% Median: 20% 41% 30% 28% 26% 26% 23% 20% 19% 18% 15% 12% 11% 11%
10% Rover (Street) Rover (Mgmt.) (1) HealthEquity Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact Source: FactSet as of June 28, 2024. Note: Rover consensus estimates shown are current
(as of June 28, 2024). Excludes Waystar because consensus estimates are not yet available. 6 ‘NM’ denotes CY24E-25E EBITDA growth of >50% and <(20%). (1) Rover Management Plan provided by Rover Management in April 2024.
CONFIDENTIAL | PRELIMINARY DRAFT CY24E-25E Adjusted CY24E-25E Adjusted EBITDA Margin EBITDA Growth Revenue Growth
Represents Qatalyst View Legend Selected Healthcare Information
Technology Selected Business Process Outsourcing CY25E Trading Statistics of Selected Companies (1) $7.3 $8.7 $1.3 $0.8 $2.4 $2.1 $1.3 $3.1 $0.3 $0.3 $5.3 $2.5 $6.8 EV ($Bn): Current: 2.7x Median: 1.6x Median: 1.8x @ NMC Draft (2) Proposal : 2.9x
6.5x 2.6x 2.5x 2.4x 2.6x 1.8x 1.7x 1.4x 1.6x 1.2x 1.0x 1.0x 0.9x Rover HealthEquity Phreesia HealthStream Progyny Premier Omnicell Evolent Health TruBridge Health Catalyst ExlService WNS Genpact (Unaffected) (1) Prior SC (3) 10.1x 30.8x 15.1x 9.9x
10.2x 12.9x 10.6x 6.9x 5.3x 5.6x 11.3x 6.7x 5.7x (4) Mtg. (4/17) Current: Median: 9.6x 10.4x Median: 7.5x (4) Prior (4/17 SC Mtg.) : 10.2x (4) Prior (4/17 SC Mtg.) : 6.7x @ NMC Draft (2) Proposal : 26.3x 10.8x 15.8x 13.0x 11.2x 10.2x 9.6x 9.4x 9.1x
8.4x 7.5x 6.5x 6.4x 5.4x Rover Phreesia HealthEquity HealthStream Omnicell Evolent Health Progyny Health Catalyst TruBridge Premier ExlService Genpact WNS (Unaffected) (1) Source: FactSet as of June 28, 2024. (2) Reflects New Mountain Capital Draft
Proposal received on July 1, 2024. Note: Excludes Waystar because consensus estimates are not yet available. (3) Based on then-current CY25E Adj. EBITDA multiple. 7 (1) Statistics based on Rover’s stock price and consensus estimates as of
February 23, 2024, the trading day prior to public filing of the (4) Reflects statistic shown as of the prior Special Committee meeting on April 17, 2024. NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT CY25E Adj. EBITDA CY25E Revenue Multiple
Multiple
Represents Qatalyst View Legend Selected Business Process Outsourcing
Transactions * Selected Precedent Transactions Selected Healthcare IT and BPO Transactions Greater than $1Bn Since 2014 ($MM) Transaction Multiples Premium (1) NTM Operating Statistics Revenue Adj. EBITDA Revenue Adj. EBITDA Annc. FD Equity FD
Enterprise Unaffected LTM Date Target Acquiror Description Value Value LTM NTM LTM NTM 1-Day High $ Growth Margin 08/19/21 Inovalon Nordic Capital Cloud-based SaaS healthcare solutions $6,415 $7,227 10.1x 8.8x 29.0x 25.0x 25% 20% $819 14% 35%
01/10/22 Cloudmed Rover Revenue cycle management solutions 3,198 4,054 12.2 9.1 30.4 21.2 – – 446 35% 43% 09/06/23 NextGen Healthcare Thoma Bravo EHR and practice management solutions for ambulatory practices 1,638 1,731 2.6 2.4 14.5
18.9 46% 15% 730 8% 13% 09/15/14 TriZetto Cognizant RCM specialist with services including enterprise and component software – 2,700 3.8 3.5 19.0 17.6 – – 768 8% 20% * 12/21/20 HMS Veritas (Gainwell) Cost containment software for
providers 3,370 3,399 5.3 4.6 21.1 16.6 10% 10% 735 14% 28% 06/19/18 Cotiviti Veritas (Verscend) Healthcare analytics for clinical datasets 4,328 4,909 6.7 6.4 17.9 15.9 32% 0% 764 4% 40% 08/09/16 Press Ganey EQT Patient experience and workforce
engagement solutions 2,246 2,384 6.9 6.2 18.2 15.9 0% (1%) 385 12% 39% 12/20/21 Cerner Oracle Leading EHR solutions provider 28,305 28,938 5.1 4.8 15.4 14.1 20% 14% 6,027 6% 34% 11/11/18 athenahealth Veritas Capital & Elliott EHR, RCM, and
patient engagement software and services 5,695 5,650 4.3 3.9 14.9 14.0 27% (4%) 1,438 10% 28% 06/21/22 Convey TPG Technology and services solution for government-sponsored health plans 825 1,076 3.1 2.6 15.7 13.4 113% (19%) 410 17% 20% 01/06/21
Change Healthcare United HC (Optum Health) Revenue and payment cycle management software 8,267 13,051 4.2 3.9 14.1 13.0 41% 37% 3,331 8% 30% 11/02/15 MedAssets Pamplona Healthcare performance improvement company 1,966 2,755 3.6 3.6 11.5 11.3 32% 32%
763 (0%) 32% 06/14/18 Intelenet Teleperformance India-based BPO offering contact center and RPA solutions – 1,000 2.2 2.0 12.0 10.9 – – 494 10% 19% * 06/18/21 Sykes Enterprises Sitel Group Multinational provider of BPO and IT
consulting services 2,222 2,157 1.2 1.1 10.0 9.8 31% 17% 1,878 7% 12% * 06/28/18 Convergys SYNNEX Provider of customer experience outsourcing services 2,478 2,767 1.0 1.0 7.9 8.3 17% (1%) 2,639 (4%) 13% * 03/28/22 Ensemble Health Berkshire Partners
& Warburg Pincus Revenue cycle management solutions for health systems – 5,000 6.2 NA 18.7 NA – – – – – 11/22/21 athenahealth Bain & H&F EHR, RCM, and patient engagement software and services 17,000
17,000 8.9 – 16.1 – – – 1,900 – 56% 75th Percentile: 6.3x 5.5x 18.8x 17.1x 35% 18% 13% 35% 25th Percentile: 2.9 2.5 13.6 12.1 19% (1%) 6% 19% Median: 4.2x 3.6x 15.4x 14.0x 31% 10% 8% 28% Mean: 4.3 3.6 15.1 13.8 34% 9%
8% 27% New Mountain Capital Draft Proposal @ $13.25 (2) (3) 3.3x 3.1x 13.0x 12.5x 19% (28%) 7% 25% Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. prior to transaction announcement if no substantial
rumors existed. Note: '–' = Not publicly available or not meaningful. Multiples greater than 50.0x or negative considered not meaningful. (2) Reflects New Mountain Capital Draft Proposal received on July 1, 2024. (1) Unaffected premium
indicates premium based on day prior to rumors of a potential transaction, or premium based on day (3) LTM statistics pro forma for Acclara acquisition based on statistics disclosed in Rover investor presentation. 8 CONFIDENTIAL | PRELIMINARY
DRAFT
Represents Barclays View Confidential Preliminary Draft Select Trading
Comparables Subject to Change ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA Debt / LTM Company 6/28/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E 3/31/24
EBITDA $86.20 $8,696 $7,835 98.3% 14.1% 18.7% 60.8% 39.5% 19.0x 16.0x 2.8x 32.19 6,830 5,969 81.3% 5.9% 8.7% 35.2% 18.2% 8.1x 7.5x 1.6x 31.36 5,345 5,246 93.9% 11.3% 12.1% 37.5% 21.1% 14.0x 12.5x 1.0x 19.12 3,121 2,301 54.6% 15.2% 30.7% 18.2% 9.6%
12.6x 9.6x 4.9x 52.50 2,516 2,580 69.9% 9.2% 12.2% 28.6% 26.0% 7.5x 6.7x 0.5x 28.61 2,434 2,806 63.6% 16.1% 19.0% 24.1% 17.6% 11.1x 9.4x NA 18.67 2,054 1,987 66.0% (0.9%) (3.6%) 65.9% 30.9% 5.2x 5.4x 0.3x 27.07 1,336 1,274 36.1% 6.2% 30.1% 41.9%
9.4% 13.3x 10.2x 4.7x 27.90 783 866 95.8% 5.4% 5.9% 66.1% 22.5% 11.9x 11.2x NA 10.00 337 155 37.4% 6.3% 15.1% 48.6% 13.4% 7.5x 6.5x 4.4x 6.39 312 410 44.5% 11.6% 50.9% 49.8% 8.0% 12.6x 8.3x 22.5x 49.5% 6.1% 10.4% 31.9% 11.5% 7.8x 7.1x 1.0x 25th
Percentile Mean 67.4% 9.1% 18.2% 43.3% 19.7% 11.2x 9.4x 4.7x Median 66.0% 9.2% 15.1% 41.9% 18.2% 11.9x 9.4x 2.8x 75th Percentile 87.6% 12.8% 24.6% 55.3% 24.2% 12.9x 10.7x 4.7x (1) Undisturbed (5) (5) (5) (5) (5) (5) (4) Rover (Consensus) $11.10
$7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x (3) (4) 11.10 7,286 5,113 59.3% 9.2% 16.9% 24.6% 11.1x 9.5x 3.6x Rover (Management) NA (2) At New Mountain Offer (4) Rover (Consensus) $13.25 $8,352 $6,219 70.8% 11.7% 19.6% 27.7% 24.6%
13.0x 10.9x 3.6x (3) (4) Rover (Management) 13.25 8,352 6,219 70.8% 9.2% 16.9% 24.6% 12.7x 10.9x 3.6x NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 6/28/24. Consensus Rover estimates exclude brokers that have
discontinued coverage and restricted brokers. Note : Market data as of undisturbed date of 2/23/24. 2 3 4 Balance sheet data as of 12/31/23. Note : Represents NMC offer price of $13.25 / share. Balance sheet data as of 3/31/24. Note : Rover
management gross margin not directly comparable to consensus estimate. Note : LTM EBITDA for Rover pro 5 forma for EBITDA contribution from Acclara / Advata acquisition. Note : Statistics based on Rover’s stock price and consensus estimates as
of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 9
Represents Barclays View Confidential Preliminary Draft Select Precedent
Transactions Subject to Change EV / LTM EBITDA Reference Only 25th Percentile: 14.6x Precedent Stock Deals Mean: 17.0x 30.4x 29.0x Median: 16.2x 75th Percentile 18.6x 21.1x 20.3x 18.7x 18.2x 17.9x 16.6x 15.7x 14.9x 15.4x 14.5x 14.1x Implied NMC (1)
Offer Multiple : 11.5x 13.0x 9.6x Target (Healthcare) Acquiror Announcement Sep-23 Jun-22 Mar-22 Dec-21 Oct-21 Aug-21 Jan-21 Dec-20 Nov-18 Jun-18 Mar-18 Feb-18 Aug-16 Nov-15 Jan-22 Date Deal Value $1,731 $1,076 $5,000 $28,938 $1,735 $7,227 $13,051
$3,399 $5,650 $4,909 $1,200 $460 $2,384 $2,755 $4,054 ($mm) Rover LTM Trading Multiple 17.9x 20.1x 25.7x 26.7x 27.3x 24.1x 33.9x 32.6x NM NM NM NM NM NM 26.0x at time of deal % (Discount) / (19%) (22%) (27%) (42%) (26%) 20% (58%) (35%) NA NA NA NA
NA NA 17% Premium to Rover 1 Source: Company filings. Note: Mean and median calculations on page exclude R1 acquisition of Cloudmed. Note : Based on 3/31/24 LTM Rover Adj. EBITDA that is pro forma for EBITDA contribution from Acclara / Advata
acquisition. 10
Confidential Preliminary Draft Barclays Disclaimer Subject to Change The
preceding pages contain material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation
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advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter
into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank
Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 11
PRELIMINARY DRAFT Confidential Qatalyst Partners Disclaimer These
materials have been prepared by Qatalyst Partners LP (including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection
with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of
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information being complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the
managements of the Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available
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and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal,
tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting this presentation, the Company acknowledges that (a) Qatalyst is not in the business of providing (and the Company is not relying on Qatalyst
for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) the Company should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) the Company should
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or other forms of identification, to verify information provided. n 12
Exhibit (c)(vi) Confidential Preliminary Draft Subject to Change Heading
Sub Header Project Rover Special Committee Discussion Materials July 4, 2024
Confidential Preliminary Draft Subject to Change Situation and Valuation
Summary 2
Confidential Preliminary Draft Subject to Change Sit Situa uatio tion n
Upd Updat ate e — Rover (“Rover” or the “Company”) is a provider of revenue cycle management solutions for health systems, hospitals and physician groups. Rover serves over 3,700 hospitals, including 93 of the top 100
health systems, and over 30,000 physicians, and covers more than $1 trillion of Net Patient Revenue (“NPR”) as of December 31, 2023. The Company offers a comprehensive suite of solutions that cover all areas of the revenue cycle and
employs a large team of revenue cycle experts ¡ Significant shareholders of Rover include New Mountain Capital (“NMC”), which owns ~30% of the Company on a diluted basis, and TCP-ASC ACHI Series LLLP (“TCP-ASC”), a joint
venture between TowerBrook Capital Partners (“TowerBrook”) and Ascension Health System, which owns ~33% of the Company on a diluted basis — On February 26, 2024, NMC filed a Schedule 13D, requesting a waiver from the standstill
provisions of the Investor Rights Agreement, which would enable NMC to make a proposal to acquire the Company ¡ The Schedule 13D included an attached exhibit with a draft proposal to acquire the Company for $13.75 per share in cash; the
proposal welcomes, but does not require, the participation of other existing shareholders ¡ The exhibit also announced that NMC has engaged Goldman Sachs and J.P. Morgan as financial advisors and Ropes & Gray as legal counsel — On
March 11, 2024, TCP-ASC filed a Schedule 13D, requesting certain waivers of antitakeover statutes and announcing the ongoing discussions with NMC regarding a potential transaction. TCP- ASC also noted that a transaction other than a joint
transaction between TCP-ASC and NMC would be difficult if not impossible to execute, as neither party is interested in selling their shares — Also on March 11, 2024, the Company announced the formation of a Special Committee to evaluate
strategic alternatives, which has since appointed Barclays and Qatalyst as financial advisors and Skadden as legal counsel — On April 29, 2024, NMC filed a 13D saying it was only interested in pursuing a transaction jointly with TCP-ASC —
Beginning in late April, per the Special Committee's approval, the bankers reached out to five technology-focused strategic buyers to gauge interest in a transaction; all parties passed on the opportunity — On May 6, 2024, the Special Committee
granted a waiver permitting NMC to discuss the possibility of making a joint take-private proposal with TCP-ASC. This waiver was originally granted through June 13th, but was later extended to July 12th ¡ Since the May 6th waiver, both parties
have engaged in extensive due diligence – including a 4 hour management presentation and ~20 functional diligence calls. Out of 538 diligence requests submitted which covered both critical business and financial diligence as well as
confirmatory diligence, 513 of the requests have been closed — On July 1, 2024, NMC filed a 13D that included a revised draft proposal of $13.25 per share in cash, and noted that the proposed price reflects the completion of diligence and takes
into account events that have occurred subsequent to their initial waiver request on January 26, 2024 st ¡ On the first full trading day after the July 1 13D became public, Rover stock declined 13.2% from $12.56 to $10.90 ¡ As disclosed in
their 13D filing, NMC is now prepared to do this transaction without TCP-ASC but remains open to having TCP-ASC participate in a potential transaction as equity co-investors Source: Rover filings, NMC 13D, TCP-ASC 13D. 3 Updates Since Transaction
Background 4/17/24 Meeting
Confidential Preliminary Draft Subject to Change Overview of $13.25 New
Mountain Capital Offer ($ in millions, except for per share values) (2) Transaction Overview Sources & Uses Sources Uses — Sources & uses reflects the illustrative transaction overview per New New Third-Party Debt $3,750 Equity Value
$6,219 Mountain Capital email received 7/2/24 NMC Funds Rollover Equity (CoyCo's) $1,802 2,135 Net Debt ¡ Assumes 100% rollover from NMC, $3.1bn of new equity from NMC, New NMC Funds Equity 3,051 Total NMC $4,853 Total Enterprise Value $8,353
$3.8bn of new debt and an undetermined amount of rollover / co- invest amount from customers Additional Rollover/Co-Invest - Cash to $250 ¡ Implied total debt / EBITDA of 5.9x based on LTM 6/30/24 PF Adj. (Proposal not contingent on any
rollover / co-invest) Balance Sheet / Transaction Fees (1) EBITDA of $635mm Total Sources $8,603 Total Uses $8,603 Memo: New Cash Equity $3,051 Market Values and Multiples Undisturbed Prior Recent Close New (2/23/24) Offer (7/2/24) Offer Premiums /
(Discounts) Stock Price $11.10 $13.75 $10.90 $13.25 Prior Recent Close New (3) Diluted Shares 460.6 465.6 464.7 469.3 Offer (7/2/24) Offer Equity Value $5,113 $6,402 $5,065 $6,219 (3) (4) (4) Stock Price $13.75 $10.90 $13.25 Net Debt 2,173 2,173
2,133 2,133 Enterprise Value $7,286 $8,575 $7,198 $8,352 % Premium to: (5) EV / EBITDA (Wall Street Consensus) Recent Close (7/2/24) $10.90 26% - 22% (6) $639 11.4x 13.4x 11.3x 13.1x 2023A Pre Request (1/25/24) $10.17 35% 7% 30% (7) (7) 2024E $643
10.7x 12.5x 11.2x 13.0x Undisturbed (2/23/24) $11.10 24% (2%) 19% (7) (7) 2025E $769 9.1x 10.7x 9.4x 10.9x 30 Day VWAP (2/23/24) $10.31 33% 6% 28% EV / EBITDA (Management Plan) 90 Day VWAP (2/23/24) $10.67 29% 2% 24% (6) $639 11.4x 13.4x 11.3x 13.1x
2023A 52 Week High (7/17/23) $18.49 (26%) (41%) (28%) 2024E $655 11.1x 13.1x 11.0x 12.7x 2025E $766 9.5x 11.2x 9.4x 10.9x 52 Week Low (1/11/24) $9.11 51% 20% 45% Source: FactSet, Rover filings, Management Plan, NMC email received 7/2/24. Note:
Market data as of 7/2/24. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50,
12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based 1 2 on treasury stock method. Note : Reflects LTM 6/30/24 Adj. EBITDA of $622mm plus 50% of Acclara /
Advata’s 2023A Adj. EBITDA of $25mm per Rover investor presentation dated December 6, 2023. Note : Reflects illustrative transaction 3 framework per NMC email received 7/2/24. Note : FDSO for Undisturbed and Prior Offer assumes 420.3mm basic
shares outstanding, 2.6mm options with a weighted average exercise price of $3.41,1.5mm IMH warrants with an exercise price of 4 $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of
$10.52 and 9.5mm RSUs/PBRSUs per Rover Filings. Note : Reflects pro forma cash balance for Acclara / Advata acquisition per 5 6 Rover management. Note : Current consensus estimates exclude brokers that have discontinued coverage and restricted
brokers. Note : 2023A EBITDA includes Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata 7 acquisition. Note : Statistics based on consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC
Draft Proposal. 4
Confidential Preliminary Draft Subject to Change Summary of Updates
Since Prior Committee Meeting Changes Since 4/17/24 Committee Meeting — No changes to underlying Management Plan / unlevered free cash flow ¡ Based on preliminary conversations with management, the impact from the Ascension outage could
result in ($66mm) impact to EBITDA in 2024E and positive impact of $47mm incremental EBITDA in 2025E Projections & Financials — 6/30/24E net debt projection updated to reflect 3/31/24A cash and debt balances and 1-quarter roll-forward
— Share count updated to reflect capitalization per Rover management on 6/18/24 Discounted Cash Flow— No changes to WACC or perpetuity growth rate range — Added Waystar as a peer (IPO priced on 6/6/24 and consensus estimates became
available on 7/2/24) 2024E EV EBITDA 2025E EV EBITDA — Multiple ranges: Trading Comparables Previous Current Previous Current ¡ 11-13x 2024E EBITDA (vs. 11-14x previously) Mean 10.9x 11.3x 9.1x 9.8x ¡ 10-12x 2025E EBITDA (vs. 9-12x
previously) Median 10.5x 11.8x 9.9x 9.7x ¡ Waystar trades at 14.3x 2024E EBITDA and 13.1x 2025E EBITDA — No changes to peer set or multiple range Precedent Transactions Source: FactSet, Company filings, Management Plan. Note: Market data
as of 7/2/24. 5
Confidential Preliminary Draft Subject to Change Preliminary Valuation
Analysis Implied Illustrative Share Price Assumptions Weighted average cost of capital range: 9.5% – 11.0% ▪ Discounted Perpetuity growth rate range: 3.5% – 4.5% ▪ $9.94 $16.28 Cash Flow Based on 2024-2030 Management Plan,
discounted to 6/30/24 using mid- ▪ year convention Multiple range: 11.0x – 13.0x (2024) ▪ $10.92 $13.59 $655mm 2024E Adj. EBITDA per Management Plan ▪ Trading Multiples Multiple range: 10.0x – 12.0x (2025) ▪
$11.84 $14.96 $766mm 2025E Adj. EBITDA per Management Plan ▪ Multiple range: 11.5x – 15.5x ▪ Transaction (1) $11.22 $16.43 $20.62 $639mm 12/31/23 PF LTM Adj. EBITDA ▪ Multiples Ensemble / Berkshire Ensemble / Berkshire:
3/28/22; 18.7x LTM EBITDA ▪ Current: $10.90 Undisturbed: $11.10 NMC Offer: $13.25 Source: Rover filings, Management Plan. Transaction multiples per company filings. Trading multiples per company filings and FactSet. Note: Market data as of
7/2/24. Assumes 6/30/24 transaction close for DCF and net debt of $2,133mm. Transaction and trading multiples implied share price calculated based on 3/31/24 net debt of $2,133mm. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a
weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover
Management; option / warrant dilution based on treasury 1 stock method; DCF includes 1.5mm shares from a quarter year of stock-based compensation dilution. Note : 12/31/23 LTM Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata
acquisition. 6
Confidential Preliminary Draft Subject to Change Market Data: Reference
Implied Illustrative Share Price Assumptions Based on closing day share prices for the 52-week period prior to the undisturbed ▪ date (2/23/2024) $9.11 $18.49 52-Week Trading Range 52-week High: 7/17/23 ▪ 52-week Low: 1/11/24 ▪ (1)
Undisturbed Range Based on Brokers with price targets post NMC announcement (2/26/24) ▪ Excludes Brokers who have suspended price ratings Current Equity Research ▪ $12.00 $14.00 $20.00 Price Targets High: TD Cowen (7/1/24) and Cantor
(7/2/24) ▪ Low: Evercore (7/1/24) ▪ Mean/Median: $16.57/ $16.00 Based on cash-only deals (excluding minority transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn Premiums Paid – Premium
applied to undisturbed price of $11.10 as of 2/23/24 $13.72 $17.03 ▪ All Deals 25th Percentile: 23.6% / 75th Percentile: 53.4% ▪ Mean: 40.1% / Median: 32.1% Mean/Median: $15.55/ $14.66 ▪ Based on cash-only deals (excluding minority
transactions) from last 10 years ▪ involving US targets with total EV between $5bn and $15bn and sponsor acquirers Premiums Paid – Premium applied to undisturbed price of $11.10 as of 2/23/24 $13.31 $16.41 ▪ Sponsor LBOs 25th
Percentile: 19.9% / 75th Percentile: 47.9% ▪ Mean/Median: $14.91/ $14.11 Mean: 34.3% / Median: 27.1% ▪ Current: $10.90 Undisturbed: $11.10 NMC Offer: $13.25 1 Source: FactSet, Wall Street Research, Deal Points. Note: Market data as of
7/2/24. Premiums paid data per FactSet, Dealogic, Company filings and Press. Note : Low end based on Evercore’s undisturbed target price prior to NMC 13D filing on 2/26/24. 7
Confidential Preliminary Draft Subject to Change Discounted Cash Flow
Analysis ($ in millions, except for per share values) Projected Cash Flows Fiscal Year Ending December 31, 2024B 2025E 2026E 2027E 2028E 2029E 2030E Terminal Year Revenue $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 $4,261 % Growth 18.3% 9.2%
7.2% 8.6% 8.4% 7.8% 7.5% Adj. EBITDA $655 $766 $874 $1,001 $1,109 $1,202 $1,301 $1,301 % Margin 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% 30.5% (–) Depreciation (106) (127) (145) (157) (170) (184) (198) (213) (–) Stock-Based Compensation
(84) (92) (95) (100) (108) (117) (125) (125) (–) Ongoing Restructuring / Integration Costs (114) (60) (35) (30) (30) (30) (30) (30) EBITA $352 $487 $599 $714 $800 $871 $947 $932 (–) Taxes (92) (119) (149) (178) (202) (221) (242) (238)
Taxes as a % of EBITA 26.3% 24.4% 24.8% 25.0% 25.2% 25.4% 25.6% 25.5% NOPAT (Excl. Amortization) $259 $368 $451 $536 $599 $650 $705 $694 (+) Depreciation 106 127 145 157 170 184 198 213 (–) Capex (133) (146) (156) (170) (184) (198) (213) (213)
(–) Change in NWC (65) (25) (24) (30) (29) (28) (30) (17) (–) Tax Related to Vesting of Equity Awards (26) (31) (32) (33) (36) (39) (42) (42) Unlevered Free Cash Flow $141 $294 $384 $460 $520 $569 $619 $635 (–) H1 2024 Free Cash
Flow (13) - - - - - - - DCF Unlevered Free Cash Flow $128 $294 $384 $460 $520 $569 $619 $635 Value of NOLs 6/30/2024 NOL Starting Balance $63 $54 $36 $17 - - - NOLs Utilized (Assuming $18mm Annual 382 Limitation) 9 18 18 17 - - - NOL Tax Savings @
21% Tax Rate $2 $4 $4 $4 - - - Discounted Cash Flow Sensitivity Analysis PV Implied Share Price at Perpetuity Growth Rate of: Implied Terminal Exit Multiple with Perpetuity Growth Rate of: WACC Cash Flows NOLs 3.5% 4.0% 4.5% 3.5% 4.0% 4.5% 9.50%
$2,147 $11 $13.55 $14.79 $16.28 8.8x 9.7x 10.7x 10.25% 2,097 11 11.55 12.49 13.59 7.9x 8.5x 9.3x 11.00% 2,049 11 9.94 10.68 11.53 7.1x 7.6x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030
Management Plan, discounted back to 6/30/24 using mid-year convention. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC
warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method; includes 1.5mm shares from a quarter year of
stock-based compensation dilution. 8
Confidential Preliminary Draft Subject to Change Select Trading
Comparables ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA Debt / LTM 3/31/24 EBITDA Company 7/2/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E $85.76
$8,656 $7,795 97.2% 14.1% 18.7% 60.8% 39.5% 18.9x 15.9x 2.8x 31.80 6,758 5,897 80.3% 5.9% 8.7% 35.2% 18.2% 8.0x 7.4x 1.6x 31.44 5,358 5,260 94.1% 11.3% 12.1% 37.5% 21.1% 14.0x 12.5x 1.0x (1) 21.51 5,028 3,707 93.2% 9.7% 9.0% 66.1% 39.9% 14.3x 13.1x
4.0x 19.25 3,137 2,316 55.0% 15.2% 30.7% 18.2% 9.6% 12.7x 9.7x 4.9x 53.19 2,550 2,614 70.8% 9.2% 12.2% 28.6% 26.0% 7.6x 6.8x 0.5x 28.33 2,406 2,778 63.0% 16.1% 19.0% 24.1% 17.6% 11.0x 9.3x NA 18.50 2,036 1,969 65.4% (0.9%) (3.6%) 65.9% 30.9% 5.1x
5.3x 0.3x 26.16 1,293 1,231 34.8% 6.2% 30.1% 41.9% 9.4% 12.8x 9.9x 4.7x 27.75 779 861 95.3% 5.4% 5.9% 66.1% 22.5% 11.8x 11.1x NA 10.58 346 164 39.6% 6.3% 15.1% 48.6% 13.4% 7.7x 6.7x 4.4x 6.10 293 391 42.4% 11.6% 50.9% 49.8% 8.0% 11.8x 7.8x 22.5x
25th Percentile 59.0% 6.1% 8.8% 31.9% 15.5% 7.9x 7.1x 1.0x Mean 71.7% 9.0% 14.4% 44.8% 22.6% 11.3x 9.8x 2.7x Median 70.8% 9.2% 12.2% 41.9% 21.1% 11.8x 9.7x 2.8x 75th Percentile 93.6% 12.7% 18.9% 63.4% 28.5% 13.4x 11.8x 4.4x (2) Undisturbed (4) (4)
(4) (4) (4) (4) (6) Rover (Consensus) $11.10 $7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x (5) (6) Rover (Management) 11.10 7,286 5,113 59.3% 9.2% 16.9% 24.6% 11.1x 9.5x 3.6x NA (3) At New Mountain Offer (6) $13.25 $8,352 $6,219 70.8%
11.8% 19.6% 27.7% 24.6% 13.0x 10.9x 3.6x Rover (Consensus) (6) (5) Rover (Management) 13.25 8,352 6,219 70.8% 9.2% 16.9% 24.6% 12.7x 10.9x 3.6x NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 7/2/24. Consensus Rover
estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Assumes 30-day option to purchase 6,750,000 in 2 3 shares is exercised by underwriters at the initial public offering price less the underwriting discount. Note
: Market data as of undisturbed date of 2/23/24. Balance sheet data as of 12/31/23. Note : Represents NMC offer price of $13.25 / share. 4 5 Balance sheet data as of 3/31/24. Note : Statistics based on Rover’s stock price and consensus
estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. Note : Rover management gross margin not directly 6 comparable to consensus estimate. Note : LTM EBITDA for Rover pro forma for EBITDA contribution
from Acclara / Advata acquisition. 9
Confidential Preliminary Draft Subject to Change Select Precedent
Transactions EV / LTM EBITDA Reference Only 25th Percentile: 14.6x Precedent Stock Deals Mean: 17.0x 30.4x 29.0x Median: 16.2x 75th Percentile 18.6x 21.1x 20.3x 18.7x 18.2x 17.9x 16.6x 15.7x 14.9x 15.4x 14.5x 14.1x Implied NMC (1) Offer Multiple :
11.5x 13.0x 9.6x Target (Healthcare) Acquiror Announcement Sep-23 Jun-22 Mar-22 Dec-21 Oct-21 Aug-21 Jan-21 Dec-20 Nov-18 Jun-18 Mar-18 Feb-18 Aug-16 Nov-15 Jan-22 Date Deal Value $1,731 $1,076 $5,000 $28,938 $1,735 $7,227 $13,051 $3,399 $5,650
$4,909 $1,200 $460 $2,384 $2,755 $4,054 ($mm) Rover LTM Trading Multiple 17.9x 20.1x 25.7x 26.7x 27.3x 24.1x 33.9x 32.6x NM NM NM NM NM NM 26.0x at time of deal % (Discount) / (19%) (22%) (27%) (42%) (26%) 20% (58%) (35%) NA NA NA NA NA NA 17%
Premium to Rover 1 Source: Company filings. Note: Mean and median calculations on page exclude R1 acquisition of Cloudmed. Note : Based on 3/31/24 LTM Rover Adj. EBITDA that is pro forma for EBITDA contribution from Acclara / Advata acquisition.
10
Confidential Preliminary Draft Subject to Change Appendix 11
Confidential Preliminary Draft Subject to Change Illustrative Weighted
Average Cost of Capital Analysis Cost of Capital Calculation Comparable Companies Rover Beta / Peer Beta / (7) (3) Rover Beta / Rover Beta / Peer Beta / Company Debt / Equity Debt / Capital Levered Beta Cost of Debt Unlevered Beta Target Cap Target
Cap Current Cap Peer Cap Peer Cap (1) (1) Structure Structure Structure Structure Structure Cost of Equity Evolent Health 34.0% 25.4% 9.3% 1.001 1.104 (2) 7.17% 7.17% 7.17% 7.17% 7.17% Market Risk Premium (Rm-Rf) HealthEquity 13.7% 12.1% 6.4% 0.812
0.896 (3) 0.670 0.670 0.670 0.814 0.814 Unlevered Beta Omnicell 46.7% 31.8% 9.2% 0.724 0.798 Levered Beta 0.900 0.847 0.739 0.898 1.029 Adjusted Market Risk Premium 6.5% 6.1% 5.3% 6.4% 7.4% HealthStream - - 9.2% 0.723 0.797 (4) 4.7% 4.7% 4.7% 4.7%
4.7% Risk-Free Rate of Return (Rf) Progyny - - 9.2% 1.300 1.434 Cost of Equity (Ke) 11.2% 10.8% 10.0% 11.1% 12.1% E/(D+E) 68.6% 73.9% 87.9% 87.9% 73.9% ExlService 6.6% 6.2% 6.5% 1.217 1.342 Weighted Cost of Equity 7.7% 8.0% 8.8% 9.8% 8.9% Genpact
22.2% 18.2% 6.2% 0.909 1.003 Cost of Debt WNS 6.9% 6.4% 6.6% 1.013 1.118 (5) 8.1% 8.1% 9.2% 9.2% 8.1% Cost of Debt (Kd) TruBridge 113.5% 53.2% 8.4% 0.511 0.563 (6) Marginal Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% Health Catalyst 58.8% 37.0% 9.2%
0.780 0.861 After-Tax Cost of Debt 6.1% 6.1% 6.9% 6.9% 6.1% D/(D+E) 31.4% 26.1% 12.1% 12.1% 26.1% Premier 6.6% 6.2% 9.2% 0.454 0.500 Debt / Equity 45.7% 35.3% 13.7% 13.7% 35.3% Peer Mean 28.1% 17.9% 8.1% 0.859 0.947 Weighted Cost of Debt 1.9% 1.6%
0.8% 0.8% 1.6% Peer Median 13.7% 12.1% 9.2% 0.812 0.896 WACC 9.6% 9.6% 9.6% 10.6% 10.5% 1 2 3 Source: Company filings, Kroll, Bloomberg, Rover management. Note: Market data as of 7/2/24. Note : Assuming target capital structure of 2.5x net leverage.
Note : Historical long-horizon expected equity risk premium per Duff & Phelps. Note : 4 5 6 Based on 5-year, weekly, Bloomberg raw beta. Note : Risk-Free Rate based on current 20-year treasury yield as of 7/2/24. Note : Peer capital structure
cost of debt represents group median. Note : Assumes marginal tax rate of 25% per Rover 7 management. Note : Cost of debt represents current weighted average yield to worst for existing debt unless otherwise noted; OMCL, HSTM, PGNY, HCAT and PINC
cost of debt represents the average 4-year single B yield. 12
Share Price Confidential Preliminary Draft Subject to Change Historical
Stock Price Performance and Valuation EV / NTM EBITDA and Share Price (Since 1/1/2018) Average Per Year Management Plan 2018 2019 2020 2021 2022 2023 YTD '24 '18-'24 '24-'30 EV / NTM EBITDA 22.2x 16.1x 15.4x 22.1x 17.3x 12.6x 10.9x 17.0x NA (1) %
YoY Rev Growth 26.4% 12.5% 14.8% 15.8% 17.4% 16.8% 12.7% 16.9% 8.1% 35x $35.00 (1) 170.2% 57.2% 37.7% 22.2% 24.7% 20.2% 18.1% 50.2% 12.1% % YoY EBITDA Growth Share Price $7.88 $10.91 $14.23 $23.77 $20.66 $14.52 $12.03 $15.40 NA 11/8/22: Reported Q3
7/1/24: Received 30x 1/10/22: Announced $30.00 earnings miss and CEO acquisition of Cloudmed $13.25 offer from New 2/18/21: Reported Q4 and change Mountain Capital FY 2020 earnings 25x $25.00 3/19/24: Board of 2/26/24: Received $13.75 Directors
formed unsolicited bid from New Special Committee 20x $20.00 Mountain Capital 5/6/24: Waiver granted 15x $15.00 NMC Offer (Share Price): $13.25 $10.90 NMC Offer (Implied NTM Multiple): 13.0x 10.1x 10x $10.00 10/16/23: Jehoshaphat published short
report; 6/13/24: Waiver extended shares fell ~8% 5x $5.00 11/13/23: Announced plans to restate earnings from FY'21 through Q2'23; shares fell ~3% 0x $0.00 Jan-18 Aug-18 Apr-19 Dec-19 Aug-20 Apr-21 Nov-21 Jul-22 Mar-23 Nov-23 Jun-24 EV / NTM EBITDA
EV / NTM EBITDA (Implied by NMC Offer) Share Price NMC Offer 1 Source: FactSet, Rover filings, NMC 13D, Management Plan. Note: Market data as of 7/2/24. Consensus estimates after 3/19/24 exclude brokers that have discontinued coverage and restricted
brokers. Note : Represents forward fiscal year vs. current fiscal year growth. 13 EV / NTM EBITDA
Confidential Preliminary Draft Subject to Change Wall Street Research
Price Targets (1) Undisturbed Current Base Case Bull Case Bear Case % Premium to 2025E % Premium to % Premium to Price Methodology Price Price Broker Date Rating Methodology Methodology (2) (3) (2) (2) Target (Based on Current Price Target) Target
Target Undisturbed EBITDA Undisturbed Undisturbed $20.00 Cantor Fitzgerald 7/2/2024 Buy 3.4x '25E Rev. / 12.1x '25E EBITDA 80.2% $825 - - - - - - $20.00 $20.00 TD Cowen 7/1/2024 Buy 15x '25E EBITDA 80.2% $795 - - - - - - $20.00 $19.00 RBC 7/1/2024
Buy ~14x '25E EBITDA 71.2% $771 $23.00 15x '25E EBITDA 107.2% $7.00 8x '25E EBITDA (36.9%) $19.00 $18.00 Baird 7/2/2024 Buy ~13.5x '25E EBITDA 62.2% $785 - - - - - - $18.00 $14.00 Leerink Partners 7/1/2024 Buy ~12x '25E EBITDA 53.2% $762 - - - - - -
$17.00 $17.00 Morgan Stanley 7/2/2024 Buy 12x '25E EBITDA 53.2% $794 - - - - - - $17.00 $14.00 Citi 7/2/2024 Buy ~12.5x '25E EBITDA 44.1% $769 - - - - - - $16.00 $16.00 Stephens 7/2/2024 Buy 12x '25E EBITDA 44.1% $758 - - - - - - $16.00 $16.00
Truist Securities 7/1/2024 Hold Blended LBO & ~11x '25E EBITDA 44.1% $750 - - - - - - $16.00 $18.00 Jefferies 7/2/2024 Buy 11x '25E EBITDA 35.1% $766 $25.00 ~17x '25E EBITDA 125.2% $7.00 ~7x '25E EBITDA (36.9%) $15.00 $17.00 Canaccord 7/2/2024
Buy 14.5x '24E EBITDA 35.1% $748 - - - - - - $15.00 $17.00 Guggenheim 5/30/2024 Buy 13x '25E EBITDA 35.1% $764 - - - - - - $15.00 $15.00 Deutsche Bank 7/2/2024 Hold 12.5x '24E EBITDA 26.1% $794 - - - - - - $14.00 $12.00 Evercore ISI 7/1/2024 Hold
Blended DCF and Valuation Multiples 26.1% $737 - - - - - - $14.00 $13.00 KeyBanc 5/10/2024 Hold NA 0.0% $776 - - - - - - Sadif 3/5/2024 Buy NA 0.0% NA - - - - - - ISS-Eva 2/27/2024 Sell NA 0.0% NA - - - - - - $14.00 Barclays 3/13/2024 Hold ~9.0x
'25E EBITDA 26.1% $803 $17.00 ~11.0x '25E EBITDA 53.2% $9.00 ~6.5x '25E EBITDA (18.9%) $14.00 $11.00 JP Morgan 1/9/2024 Hold 8.5x '25E EBITDA (0.9%) NA - - - - - - $11.00 (4) (5) Current Undisturbed Current Fundamental (6) Mean $16.57 $15.79 $17.00
12.7x '25E EBITDA 49.3% $773 $24.00 116.2% $7.00 (36.9%) ~16x '25E EBITDA ~7.5x '25E EBITDA (6) Median $16.00 $16.00 $17.00 12.3x '25E EBITDA 44.1% $768 $24.00 116.2% $7.00 (36.9%) Management Plan $766 % Difference to Median (0.2%) 1 2 Source: Wall
Street Research, Management Plan. Note: Market data as of 7/2/24. Note : Represents broker price targets prior to NMC 13D filing on 2/26/24. Note : Represents premium to Rover’s closing undisturbed price of $11.10 as of 2/23/24; 3 4 utilizes
current price target. Note : Represents current 2025E EBITDA estimates. Note : Undisturbed mean / median includes undisturbed price targets from brokers with discontinued coverage, brokers with discontinued coverage are excluded from 5 6 all other
mean / median calculations. Note : Excludes broker price targets that include potential transaction in price target rationale (Jefferies, Truist Securities, Citi and Guggenheim). Note : Excludes brokers who have not used ’25E EBITDA in their
disclosed methodology. 14 Discontinued (4) Coverage
Confidential Preliminary Draft Subject to Change Street Perspectives
– Future Share Price Analysis Based on Management Plan Rover Share Price Over Time ($ in millions, except per share values) CAGR 7.5x EV / NTM EBITDA Multiple (Bear Multiple) $42.90 26.0% $38.56 11.0x EV / NTM EBITDA Multiple
(“Current” Multiple) $34.49 $30.13 $29.61 18.2% 16.0x EV / NTM EBITDA Multiple (Bull Multiple) $26.30 $25.31 $23.18 $21.33 10.8% $20.26 $19.93 Undisturbed $17.68 $16.41 $15.25 $13.53 $12.78 $ $1 11 1.1 .10 0 $10.16 $8.01 12/31/2024
12/31/2025 12/31/2026 12/31/2027 12/31/2028 12/31/2029 NTM EBITDA $766 $874 $1,001 $1,109 $1,202 $1,301 % YoY Growth 14% 15% 11% 8% 8% (x) EV / NTM EBITDA 11.0x 11.0x 11.0x 11.0x 11.0x 11.0x Enterprise Value $8,427 $9,617 $11,012 $12,194 $13,217
$14,306 Less: Net Debt (2,025) (1,733) (1,315) (788) (190) 489 Equity Value $6,402 $7,884 $9,697 $11,405 $13,026 $14,795 Share Price $13.53 $16.41 $19.92 $23.20 $26.27 $29.61 % Growth 22% 21% 21% 16% 13% 13% (1) Present Value of Stock Price Current
Multiple $12.85 $14.03 $15.35 $16.10 $16.42 $16.67 % Premium / (Discount) to Undisturbed 16% 26% 38% 45% 48% 50% Bear Multiple $7.60 $8.69 $9.84 $10.59 $11.03 $11.41 % Premium / (Discount) to Undisturbed (32%) (22%) (11%) (5%) (1%) 3% Bull Multiple
$20.25 $21.65 $23.21 $23.95 $24.09 $24.16 % Premium / (Discount) to Undisturbed 82% 95% 109% 116% 117% 118% Source: Rover filings, Management Plan. Current FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise
price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management. FDSO in subsequent
periods updated for increased warrants / options per the treasury stock method 1 based on the projected stock price, and projected shares issued related to stock-based comp per Rover management. Note : Assumes 11% discount rate. 15
Confidential Preliminary Draft Subject to Change Buyer (NMC)
Perspective – Leveraged Buyout Analysis ($ in millions, except for per share values) Sensitivity Analysis – Implied Share Price LTM Exit Multiple vs. IRR Leverage vs. IRR LTM Exit Multiple vs. Leverage Assuming 5.9x Leverage Assuming
13.5x LTM EBITDA exit multiple Assuming 20% IRR IRR IRR Leverage 17.5% 20.0% 22.5% 17.5% 20.0% 22.5% 5.3x 5.9x 6.3x 11.5x $13.13 $12.14 $11.26 5.3x $14.91 $13.66 $12.55 11.5x $11.77 $12.13 $12.33 12.5x $14.18 $13.08 $12.11 5.5x $15.03 $13.80 $12.71
12.5x $12.71 $13.08 $13.27 13.5x $15.22 $14.02 $12.96 5.9x $15.22 $14.02 $12.96 13.5x $13.66 $14.02 $14.21 14.5x $16.27 $14.97 $13.81 6.0x $15.27 $14.07 $13.02 14.5x $14.60 $14.96 $15.16 15.5x $17.32 $15.91 $14.66 15.5x $15.54 $15.90 $16.10 6.3x
$15.39 $14.21 $13.18 Assumptions — Assumes 6/30/24 transaction close, 5-year investment horizon, refinancing of existing debt, $125mm of minimum cash and $200mm of transaction costs — Base leverage scenario of 5.9x assumes $3,750mm of new
debt ($1,875mm new first lien TL and $1,875mm new secured bonds), incremental / decline in leverage evenly split between first lien term loan and secured bonds — LTM 6/30/24 leverageable EBITDA of $635mm ($622mm Rover EBITDA plus half a year
contribution from Acclara / Advata acquisition of $13mm) Source: Rover filings, Management Plan, NMC email received 7/2/24. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH
warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury
stock method; includes 1.5mm shares from a quarter year of stock-based compensation dilution. 16 Exit Multiple (LTM) Leverage Exit Multiple (LTM)
Confidential Preliminary Draft Subject to Change Basis for Management
Plan — 7-year model (through 2030) constructed by Management to assist the Special Committee — 2024 baseline forecast is the 2024 Board approved budget updated for Acclara/Providence and the current view on the impact of Change — Go
forward (2025 and beyond) projections are based on a detailed view, with revenue and margin assumptions by customer or business and expense growth assumptions by function, and Acclara and Providence projections based on the Board approved model with
minor adjustments ¡ Projections for the End-to-End business reflect current assumptions on key events and risks, including client divestitures, implementation delays, etc. ¡ The impact of the outage resulting from the Change Healthcare
cyberattack is layered on to the 2024 and 2025 projections ¡ Projections include a contingency of $10mm of revenue and $20mm of EBITDA in 2024 with modest growth thereafter ¡ Expenses assume inflation of 3% in the US, 10% in India and 6%
in the Philippines; assumes a ~4% productivity target annually across operations — Potential upsides to the projections include: ¡ Investments in AI yield higher than modeled improvements in efficiency and potential future incremental use
cases ¡ New End-to-End business outpaces the ~$4-5bn of NPR per year assumed in the model ¡ Acquisitions of complementary businesses that yield synergy and cross-sell opportunities ¡ Timing of divestitures vs. model assumptions (based
on current, known portfolio reviews) — Key risks to the projections include: ¡ Potential contract changes on End-to-End renewals ¡ Operational issues at certain clients ¡ Client divestitures above what has been assumed by
customer in near term and modeled through 2026 and ability to reduce “stranded” costs ¡ New End-to-end business is less than the ~$4-5bn of NPR per year assumed in the model ¡ Less volume recovery and incentive payments related
to Ascension’s outage Source: Management Plan. 17
Confidential Preliminary Draft Subject to Change Management P&L
Summary Historicals Management Plan ($ in millions, except per share values) Calendar Year Ended December 31, '24E-'30E 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Revenue $1,475 $1,806 $2,254 $2,666 $2,913 $3,123 $3,392 $3,677
$3,962 $4,261 8.1% % growth 22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% Gross Profit $567 $758 $1,025 $1,202 $1,326 $1,457 $1,612 $1,750 $1,874 $2,007 8.9% % margin 38.5% 41.9% 45.5% 45.1% 45.5% 46.7% 47.5% 47.6% 47.3% 47.1% (-) Support Costs
(221) (334) (410) (547) (560) (583) (611) (641) (673) (706) Adj. EBITDA $346 $424 $614 $655 $766 $874 $1,001 $1,109 $1,202 $1,301 12.1% % margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% (-) Depreciation & Amortization (78)
(172) (278) (341) (346) (363) (375) (388) (402) (416) (-) Stock-Based Compensation (77) (65) (72) (84) (92) (95) (100) (108) (117) (125) (-) Non-Recurring Costs (56) (190) (117) (114) (60) (35) (30) (30) (30) (30) Income from Operations $136 ($3)
$148 $117 $268 $381 $496 $582 $653 $729 35.7% Source: Rover filings, Management Plan. 18
Confidential Preliminary Draft Subject to Change Management Plan
FY2021A – FY2030E Revenue Commentary ($ in millions) Historical Performance $4,261 — 2022 includes a half year of Cloudmed $3,962 $3,677 $3,392 — 2023 normalized revenue and EBITDA growth (pro $3,123 $2,913 forma for Cloudmed) of 12%
and 21%, respectively, $2,666 $2,254 driven by strong modular revenue growth and in-year $1,806 synergy realization $1,475 2024 Budget — 2024 includes Acclara + Advata for ~11.5 months and Providence based on original implementation timing
— Revenue growth of 19% and EBITDA growth of 10% 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E ’24B – ’30E excluding Change impact % Growth CAGR — Plan assumes $58mm of cost synergies realized project Total
22.5% 24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% 8.1% to date — 2024 projections include $21mm of EBITDA impact FY2021A – FY2030E Adj. EBITDA from Change Healthcare ($ in millions) (1) 2024 – 2030 Performance Management ex. Change
Change Impact $1,301 — 2024B-2030E revenue and Adj. EBITDA CAGR of 8% $1,202 $1,109 and 12%, respectively $1,001 $874 — Revenue growth reflects continued strong RPS $766 $655 $614 (modular) cross-sell, maturation of Providence contract
$424 and new end-to-end wins, offset by headwinds for $346 $784 certain end-to-end and physician customers $676 — EBITDA margin increase reflects maturation of ($21) ($18) ’24B – ’30E Providence contract and impact of
technology 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR investments and initiatives 12.1% Growth - 22.5% 45.0% 6.7% 16.9% 14.1% 14.5% 10.7% 8.4% 8.2% Margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% - 1 Source:
Rover filings, Management Plan. Note : Represents impact of Change Healthcare’s outage due to cybersecurity issue. 19
Confidential Preliminary Draft Subject to Change Comparison to Street
Estimates Revenue ($ in millions) (1) Management ex. Change Change Impact Street $4,360 $4,261 $4,070 $4,051 $3,962 $3,691 $3,677 $3,392 $3,216 $3,123 $2,930 $2,913 $2,609 $2,666 $742 $713 $660 $646 $636 $674 $28 $2,927 $2,681 $714 $695 $649 ($15)
($14) ($3) ($21) Q2 2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change 1.6% 2.1% 4.0% 2.2% (0.6%) (2.9%) (8.1%) (9.6%) (2.2%) (2.3%) Excl. Change 2.1% 5.3% 0.1% 2.8% (0.1%) (2.9%) (8.1%) (9.6%) (2.2%) (2.3%)
Adj. EBITDA ($ in millions) (1) $1,301 Management ex. Change Change Impact Street $1,202 $1,185 $1,143 $1,109 $1,093 $1,016 $1,001 $874 $877 $766 $769 $643 $655 $218 $188 $163 $154 $152 $26 $141 $784 $676 $192 $186 $146 ($18) ($5) ($23) ($21) Q2
2024B Q3 2024B Q4 2024B 2024B 2025E 2026E 2027E 2028E 2029E 2030E % Difference Incl. Change (7.1%) 5.6% 16.4% 2.0% (0.3%) (0.4%) (1.4%) (3.1%) 10.0% 9.8% Excl. Change (3.8%) 20.5% 2.5% 5.2% 2.0% (0.4%) (1.4%) (3.1%) 10.0% 9.8% 1 Source: Management
Plan, FactSet. Note: Market data as of 7/2/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Represents impact of Change Healthcare’s outage due to cybersecurity issue. 20
Confidential Preliminary Draft Subject to Change Precedent Public HCIT
Deals – DCF Assumptions Terminal Assumptions Announcement Date Target Acquiror PGR Exit Multiple WACC 09/06/23 2.0% - 3.0% - 8.9% - 10.6% 06/26/23 2.0% - 3.0% - 8.25% - 10.5% 02/08/23 2.5% - 3.5% - 11.25% - 13.5% Advisor 1 0.9% - 4.6%
(implied) 8.0x - 10.5x 9.5% - 11.5% 09/05/22 Advisor 2 2.5% - 3.5% - 9.6% - 10.7% 06/21/22 - 8.0x - 12.0x 10.0% - 12.0% Advisor 1 2.5% - 3.5% - 8.5% - 9.5% 03/29/22 Advisor 2 4.5% - 5.5% - 10.6% - 11.6% Cloudmed - 20.0x - 24.0x 9.75% - 10.75%
01/10/22 R1 - 20.0x - 24.0x 9.5% - 10.5% Advisor 1 1.75% - 2.5% 8.4x - 13.6x (implied) 6.25% - 7.75% 12/20/21 Advisor 2 2.5% - 3.5% - 7.25% - 8.5% 08/19/21 3.0% - 4.0% - 8.0% - 9.0% 01/06/21 1.25% - 2.25% 8.5x - 12.4x (implied) 6.75% - 7.75%
12/21/20 4.0% - 4.5% - 9.0% - 10.0% Advisor 1 - 10.5x - 12.5x 10.5% - 12.0% 11/12/18 Advisor 2 5.3% - 7.1% (implied) 10.5x - 12.5x 10.0% - 11.0% Source: Company filings. 21
Confidential Preliminary Draft Subject to Change Discounted Cash Flow
Analysis ($ in millions, except for per share values) Implied Share Price – PGR Method (4.0% PGR and 10.25% WACC) Sensitivities WACC NPV of Cash Flows $2,097 26.2% 9.50% 9.88% 10.25% 10.63% 11.00% NPV of Terminal Value 5,888 73.6% 3.5% $13.55
$12.49 $11.55 $10.71 $9.94 NPV of NOLs 11 0.1% Implied 3.8% $14.14 $13.01 $12.00 $11.11 $10.30 Share Total NPV $7,996 100.0% Price 4.0% $14.79 $13.57 $12.49 $11.54 $10.68 Less: 6/30/24 Net Debt (2,133) 4.3% $15.50 $14.18 $13.02 $12.00 $11.09 Equity
Value $5,863 4.5% $16.28 $14.84 $13.59 $12.50 $11.53 Total Diluted Shares 469.462 Implied Share Price $12.49 WACC 9.50% 9.88% 10.25% 10.63% 11.00% 3.5% 8.8x 8.3x 7.9x 7.5x 7.1x Implied 3.8% 9.2x 8.7x 8.2x 7.8x 7.4x Terminal Exit Multiple 4.0% 9.7x
9.1x 8.5x 8.1x 7.6x 4.3% 10.2x 9.5x 8.9x 8.4x 8.0x 4.5% 10.7x 10.0x 9.3x 8.8x 8.3x Source: Rover filings, Management Plan, NOL projections per Rover management. Note: Based on 2024-2030 Management Plan, discounted back to 6/30/24 using mid-year
convention. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence
warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method; includes 1.5mm shares from a quarter year of stock-based compensation dilution. 22 PGR PGR
Confidential Preliminary Draft Subject to Change Premiums Paid Analysis
(Cash Deals) Premium to Undisturbed Price 45 # of Transactions 144 42 25th Percentile 23.6% Mean 40.1% 40 Median 32.1% 75th Percentile 53.4% 35 30 24 25 20 18 14 15 13 11 10 6 5 5 5 3 2 1 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50% 50%-60%
60%-70% 70%-80% 80%-90% 90%-100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets with total EV between $5bn and $15bn. Includes cash-only transactions and excludes minority
transactions. 23 Number of Transactions
Confidential Preliminary Draft Subject to Change Premiums Paid Analysis
– LBOs (Cash Deals) Premium to Undisturbed Price 18 # of Transactions 57 17 25th Percentile 19.9% Mean 34.3% 16 Median 27.1% 75th Percentile 47.9% 14 12 11 10 9 8 6 6 4 3 3 3 2 2 2 1 0 0 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50% 50%-60%
60%-70% 70%-80% 80%-90% 90%-100% >100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets and Sponsor buyers with total EV between $5bn and $15bn. Includes cash-only transactions and
excludes minority transactions. 24 Number of Sponsor-Led Transactions
Confidential Preliminary Draft Subject to Change Barclays Disclaimer
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Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 25
Exhibit (c)(vii) P PRE REL LI IMI MINA NAR RY Y DRA DRAF FT T C C on on
fifid de en nttiia all Project Rover Special Committee Discussion Materials July 4, 2024
Overview of Rover Management Plan and Preliminary Valuation Analyses
2
Rover Management P&L Summary • The Rover Management Plan used
in the following analyses was provided by Rover Management in April 2024, and is the same model used in analyses presented to the Special th Committee on April 17 , 2024 • Since the April model was prepared, Rover announced Q1 2024 results
that were slightly below analyst consensus (on revenue) and lowered 2024 revenue guidance • Additionally, in May, Ascension announced a cyber breach which will impact Rover’s business results in 2024 and 2025, which is not reflected in
the model • The following analyses are updated to reflect Rover’s latest public balance sheet (as of March 31, 2024) and updated equity capitalization detail (as of June 18, 2024) provided by Rover Management ($ in millions, except per
share values) Historicals Management Plan Calendar Year Ended December 31, '24B-'30E 2021A 2022A 2023A 2024B 2025E 2026E 2027E 2028E 2029E 2030E CAGR Revenue $1,475 $1,806 $2,254 $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 8.1% % growth 22.5%
24.8% 18.3% 9.2% 7.2% 8.6% 8.4% 7.8% 7.5% Gross Profit $567 $758 $1,025 $1,202 $1,326 $1,457 $1,612 $1,750 $1,874 $2,007 8.9% % margin 38.5% 41.9% 45.5% 45.1% 45.5% 46.7% 47.5% 47.6% 47.3% 47.1% (-) Support Costs (221) (334) (410) (547) (560) (583)
(611) (641) (673) (706) 12.1% Adj. EBITDA $346 $424 $614 $655 $766 $874 $1,001 $1,109 $1,202 $1,301 % margin 23.5% 23.5% 27.3% 24.6% 26.3% 28.0% 29.5% 30.1% 30.3% 30.5% (-) Depreciation & Amortization (78) (172) (278) (341) (346) (363) (375)
(388) (402) (416) (-) Stock-Based Compensation (77) (65) (72) (84) (92) (95) (100) (108) (117) (125) (-) Non-Recurring Costs (56) (190) (117) (114) (60) (35) (30) (30) (30) (30) Income from Operations $136 ($3) $148 $117 $268 $381 $496 $582 $653
$729 35.7% Note: Rover Management Plan provided by Rover Management in April 2024. 3 CONFIDENTIAL | PRELIMINARY DRAFT
Legend Street Rover Mgmt. Plan Overview of Rover Management Plan
Revenue ($MM) Adjusted EBITDA ($MM) Actual Projection Actual Projection Budget Budget (2) (2) 2024E EBITDA Guidance 2024E Rev. Guidance $1,301 $625 - $650 $2,600 - $2,640 $2,317 $1,202 $4,261 $4,070 $1,143 $3,962 $621 (1) $3,691 Organic Rev. $2,316
(1) +1% gr. $1,016 Organic EBITDA $608 Excludes $295M rev. $3,209 $2,666 $1,109 Excludes $34M EBITDA contribution $880 $3,677 contribution from Acclara (1%) gr. $2,918 from Acclara (11% mgn.) $1,001 $2,611 $770 $3,392 CY24E-CY28E CAGR: 12%
CY24E-CY28E CAGR: 16% $3,123 $2,254 $655 $874 $2,913 $614 CY24E-CY30E CAGR: 12% CY24E-CY30E CAGR: 8% $1,806 $766 $642 $1,475 $424 $346 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E
2030E 4.5% 19.9% 14.4% 15.3% 12.6% Street EBITDA Gr.: Forecast vs. Street: 2.1% (0.2%) (2.7%) (8.1%) (9.6%) 6.7% 16.9% 14.1% 14.5% 10.7% 8.4% 8.2% Mgmt. EBITDA Gr.: # Brokers: 16 16 10 3 3 Forecast vs. Street: 2.1% (0.5%) (0.7%) (1.4%) (3.1%) #
Brokers: 16 16 10 3 3 Revenue Growth YoY (%) Adjusted EBITDA Margin (%) Actual Projection Actual Projection Budget Budget (1) Organic Rev. Gr. 5% 31% Excludes $295M rev. 30% 30% 26% 25% contribution from Acclara 30% 3% 22% 28% 26% 27% 26% 18% 28%
16% 15% 25% 27% 28% 23% 23% 26% 12% 10% 10% 16% 9% 25% 8% (1) Organic EBITDA Mgn. 8% Excludes $34M EBITDA contribution 9% 8% from Acclara (11% mgn.) 7% 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E
2027E 2028E 2029E 2030E Source: Company filings and FactSet as of July 3, 2024. Rover Management Plan provided by Rover Management in April 2024. (1) Organic statistics pro forma for the acquisition of Acclara announced on December 6, 2023;
statistics per Rover Management as April Note: Historical statistics per latest available publicly filed Rover financial statements. Street consensus estimates for 2029E and onwards are 2024. 4 excluded due to limited broker coverage. (2) Per Rover
Q1’24 earnings announcement dated May 8, 2024. CONFIDENTIAL | PRELIMINARY DRAFT
Rover NTM EBITDA Multiples and Selected Statistics Over Time From
January 2, 2017 to Current (July 3, 2024) COVID-19 NTM Rev. Gr. Average Statistics Over Time Unaffected (2) NTM 2017 2018 2019 2020 2021 2022 2023 2024YTD (1) (2/23/24) Current NTM EBITDA Mgn. EBITDA Mult. NTM EBITDA Mult. - 29.1x 17.8x 17.4x 23.6x
18.3x 13.2x 9.3x 10.7x 11.0x 35.0x NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% 19% 17% 70% NTM EBITDA Mgn. 2% 7% 14% 19% 23% 26% 27% 27% 25% 25% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 10% 11% 7% 30.0x 60% Feb. 26, 2024 Public filing of the NMC
Initial Draft Jan. 10, 2022 Proposal for $13.75 / share (all-cash) and Rover announces 100% stock issuance of open letter regarding NMC acquisition of Cloudmed for $4.1Bn 25.0x Initial Draft Proposal by Coliseum Capital 50% 1-Day Price Rxn.: (1%)
1-Day Price Rxn.: +25% 20.0x 40% Unaffected NTM EBITDA (2) Mult. (2/23) : 15.0x 30% 10.7x Current: 11.0x NTM EBITDA 10.0x 20% Margin: 25% NTM Rev. Growth: 17% 5.0x 10% Jul. 1, 2024 NMC requested standstill waiver to submit proposal and publicly
disclosed the NMC Revised Draft Proposal of $13.25 / share 1-Day Price Rxn.: (13%) 0.0x 0% Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of July 3, 2024. Note: Limited analyst coverage for Rover until August 2017. (2)
Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing 5 Note: Certain statistics shown pro forma for Rover’s acquisition of Cloudmed from June 21, 2022 to August
2, 2023. of the NMC Initial Draft Proposal. (1) Average statistics in 2024 calculated up until February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT
Average Trading Statistics Over Time Unaffected (4) 2017 2018 2019 2020
2021 2022 2023 2024YTD (4) (2/23(/ 42 )4) Current Rover Long-Term Trading Rover (1) NM 29.1x 17.8x 17.4x 23.6x 18.3x 13.2x 9.3x 10.7x 11.0x NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% - 17% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 10% - 7% NTM EBITDA
Mgn. 2% 7% 14% 19% 23% 26% 27% 27% - 25% vs. Selected Companies Selected HCIT (2) 16.1x 19.2x 18.0x 18.3x 21.8x 19.4x 16.1x 12.8x 13.4x 10.9x NTM Rev. Gr. 20% 12% 14% 13% 13% 17% 13% 9% - 9% NTM EBITDA Gr. (2%) (17%) 198% (8%) 23% 21% 32% 4% - (2%)
From January 2, 2017 to Current (as of July 3, 2024) NTM EBITDA Mgn. 20% 21% 19% 14% 14% 11% 15% 17% - 18% Selected Business Process Outsourcing (3) 12.0x 12.9x 13.1x 13.4x 13.8x 12.5x 10.7x 8.8x 9.3x 8.9x NTM Rev. Gr. 9% 11% 10% 2% 10% 11% 10% 6% -
6% NTM EBITDA COVID-19 NTM EBITDA Gr. 19% 20% 21% 2% 7% 11% 11% 8% - 7% Multiple NTM EBITDA Mgn. 17% 17% 18% 18% 21% 22% 22% 22% - 22% 24.0x Legend Rover 22.0x (2) Selected Healthcare Information Technology (3) Selected Business Process Outsourcing
20.0x 18.0x 16.0x 14.0x Unaffected (5) (2/23) : 10.7x 12.0x Current: 11.0x Selected HCIT Current: 10.9x 10.0x Selected BPO Current: 8.9x 8.0x 6.0x 4.0x Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of July 3, 2024.
Limited analyst coverage for Rover until August 2017. (4) 2024YTD average statistics for Rover calculated up until February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Note: Certain statistics shown pro forma for
Rover’s acquisition of Cloudmed from June 21, 2022 to August 2, 2023. Proposal. (1) Rover revenue growth is not pro forma for acquisitions. (5) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the
trading day prior to public filing of the NMC 6 (2) Selected healthcare information technology group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Initial Draft Proposal. Health Catalyst, and TruBridge.
Excludes Waystar due to limited trading history. (3) Selected business process outsourcing group includes Genpact, Exlservice, and WNS. CONFIDENTIAL | PRELIMINARY DRAFT
Legend Selected Healthcare Information Technology Selected Business
Process Outsourcing CY25E Operating Statistics of Selected Companies CY25E Rev. $2,918 $2,913 $498 $1,438 $2,988 $1,339 $343 $968 $355 $1,138 $310 $1,285 $2,017 $1,408 $4,872 ($MM): Median: 10% Median: 9% 18% 16% 16% 14% 12% 11% 12% 9% 9% 10% 6% 6%
7% 5% (0%) Rover (Street) Rover Phreesia Progyny Evolent Health HealthEquity Health Catalyst Waystar TruBridge Omnicell HealthStream Premier ExlService WNS Genpact (Mgmt.) (1) Median: 18% Median: 8% 50% 31% 31% 20% 19% 18% 17% 19% 14% 8% 8% 8% 6% NM
(2%) Rover (Street) Rover Health Catalyst Evolent Health Omnicell Progyny HealthEquity TruBridge Waystar HealthStream Premier Phreesia WNS Genpact ExlService (Mgmt.) (1) Median: 16% Median: 20% 41% 39% 30% 28% 26% 26% 23% 20% 19% 18% 15% 12% 11% 11%
10% Rover (Street) Rover HealthEquity Waystar Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact (Mgmt.) (1) Source: FactSet as of July 3, 2024. Note: Rover consensus estimates shown are
current (as of July 3, 2024). 7 ‘NM’ denotes CY24E-25E EBITDA growth of >50% and <(50%). (1) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY24E-25E Adjusted CY24E-25E Adjusted
EBITDA Margin EBITDA Growth Revenue Growth
Legend Selected Healthcare Information Technology Selected Business
Process Outsourcing CY25E Trading Statistics of Selected Companies (1) EV ($Bn): $7.3 $8.5 $5.0 $0.8 $1.2 $2.4 $2.0 $1.3 $3.2 $0.4 $0.3 $5.4 $2.6 $6.8 Current: 2.5x Median: 1.6x Median: 1.8x @ NMC (2) Proposal : 2.9x 6.3x 5.2x 2.7x 2.5x 2.5x 2.4x
1.8x 1.6x 1.4x 1.7x 1.2x 1.1x 1.0x 0.9x Rover HealthEquity Waystar HealthStream Phreesia Progyny Premier Omnicell Evolent Health TruBridge Health Catalyst ExlService WNS Genpact (Unaffected) (1) Prior SC (3) 10.1x 30.8x 15.1x - 9.9x 10.2x 12.9x
10.6x 6.9x 5.3x 5.6x 11.3x 6.7x 5.7x (4) Mtg. (4/17) Current: Median: 9.9x 9.5x Median: 7.4x (4) Prior (4/17 SC Mtg.) : 10.2x (4) Prior (4/17 SC Mtg.) : 6.2x @ NMC (2) 25.4x Proposal : 10.9x 15.3x Illustrative FT CY+1 13.3x 13.0x EBITDA Range: 8.0x
– 12.0x 11.1x 10.0x 9.8x 9.1x 9.2x 8.1x 7.4x 6.9x 6.5x 5.3x Rover Phreesia HealthEquity Waystar HealthStream Omnicell Evolent Health Progyny Health Catalyst TruBridge Premier ExlService Genpact WNS (Unaffected) (1) Source: FactSet as of July
3, 2024. (3) Based on then-current CY25E Adj. EBITDA multiple. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the (4) Reflects statistics as of prior
Special Committee meeting on April 17, 2024. Excludes Waystar due to IPO on June 7, 2024. 8 NMC Initial Draft Proposal. (2) Reflects NMC Revised Proposal received on July 2, 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY25E Adj. EBITDA CY25E Revenue
Multiple Multiple
Illustrative EBITDA-Based Future Trading Present Value of Future Rover
Share Price Based on a Range of EBITDA Multiples Street Case (3) Rover Management Plan (4) Current 1-Year 2-Year ' 24E-' 27E Current 1-Year 2-Year 24E-' 27E CY25E CY26E CY27E CAGR CY25E CY26E CY27E CAGR Revenue: $2,918 $3,209 $3,691 12% $2,913
$3,123 $3,392 8% % Growth: 12% 10% 15% 9% 7% 9% Financial Summary EBITDA: $770 $880 $1,016 17% $766 $874 $1,001 15% % Margin: 26% 27% 28% 26% 28% 30% Present Value Per Share as of March 31, 2024 (Assuming an Illustrative 14.5% Cost of Equity) Range
of CY+1 EBITDA Multiples $16.48 $16.20 $15.49 NMC Proposal $15.52 $15.05 $14.96 12.0x (7/2/24) (2): Present $13.25 Share Rover CY25E Price Unaff. Mult. (1) (14.5% (2/23) 9.1x $12.04 Cost of $11.83 Unaffected Price $11.09 $11.03 Equity) $10.32 $10.54
$10.47 $10.12 (2/23/24) (1): $9.37 $9.29 $11.10 8.0x $8.74 $8.67 Future Value Per Share 12.0x $15.05 $17.73 $21.61 $14.96 $17.77 $21.24 Future Share Price 9.1x $10.54 $12.63 $15.79 $10.47 $12.70 $15.50 8.0x $8.74 $10.64 $13.52 $8.67 $10.73 $13.27
Note: FactSet as of July 3, 2024. (2) Reflects NMC Revised Proposal received on July 2, 2024. Assumes shareholders incur ~1% annual dilution through issuance of equity awards throughout the projection period per Rover Management. (3) FactSet
consensus estimates as of July 3, 2024. 9 (1) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. (4) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL
| PRELIMINARY DRAFT
Highly Preliminary and Subject to Change Highly Illustrative Rover
Cash Flow Model ($MM) Rover Standalone Financial Performance (1) '24E- Q3-Q4 Terminal '30E CY2024E CY2025E CY2026E CY2027E CY2028E CY2029E CY2030E CAGR Revenue $1,416 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 8% % Growth - 9% 7% 9% 8% 8% 8% Adjusted
EBITDA $381 $766 $874 $1,001 $1,109 $1,202 $1,301 12% % Margin 27% 26% 28% 30% 30% 30% 31% Net Operating Profit After Taxes $168 $340 $407 $489 $531 $582 $640 % Margin 12% 12% 13% 14% 14% 15% 15% Unlevered Free Cash Flow $189 $425 $524 $602 $640
$689 $743 26% % Growth - 15% 17% 18% 17% 17% 17% % Margin 13% 15% 17% 18% 17% 17% 17% Memo: Annual Dilution 0% 1% 1% 1% 1% 1% 2% Memo: Cumulative Dilution 0% 1% 3% 4% 5% 7% 9% (1) Rover Management Plan provided by Rover Management in April 2024. 10
CONFIDENTIAL | PRELIMINARY DRAFT
Highly Preliminary and Subject to Change Highly Illustrative Rover
Discounted Cash Flow Analysis Summary of Valuation Assumptions • Unlevered free cash flow projections and terminal value discounted to June 30, 2024 using mid-period convention • Excludes impact of stock-based compensation, amortization
of intangibles, depreciation and non-recurring expenses in unlevered free cash flow • Weighted average cost of capital range of 10.5% to 13.0% • Terminal value based on perpetuity growth rate range of 3.5% to 5.0% and terminal year
(CY2030E) UFCF of $742M (~17% margin) • Assumes current shareholders incur ~1% annual dilution through issuance of equity awards throughout the projection period, representing ~8.5% cumulative dilution per Rover Management ($MM, except per
share amounts) Illustrative Present Value as of June 30, 2024 Discount Rate: 10.5% 11.75% 13.0% Terminal Perpetuity Growth Rate 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% Implied Terminal NTM EBITDA Multiple: 8.6x 9.6x 10.9x 7.3x 8.0x 8.9x 6.4x
6.9x 7.6x PV of Unlevered FCFs Adj. for Dilution (Q3-Q4 CY24E - CY30E) $2,584 $2,584 $2,584 $2,492 $2,492 $2,492 $2,405 $2,405 $2,405 PV of Terminal Value Adj. for Dilution (CY31E & Beyond) $5,558 $6,270 $7,176 $4,408 $4,884 $5,466 $3,581 $3,916
$4,314 % of Enterprise Value in Terminal Value 68% 71% 74% 64% 66% 69% 60% 62% 64% Implied Enterprise Value $8,142 $8,854 $9,761 $6,900 $7,376 $7,958 $5,986 $6,321 $6,719 Less: Debt (1) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311) (2,311)
(2,311) Plus: Cash (as of 6/30/24) (1)(2) 179 179 179 179 179 179 179 179 179 Implied Equity Value $6,010 $6,722 $7,628 $4,768 $5,244 $5,825 $3,854 $4,189 $4,587 Implied Price Per Share (3) $12.82 $14.27 $16.12 $10.29 $11.26 $12.45 $8.38 $9.08 $9.91
Premium/(Discount) to Unaffected (4) 16% 29% 45% (7%) 1% 12% (25%) (18%) (11%) Note: Assumes mid-period discounting convention. Rover Management Plan provided by Rover Management in April 2024. (3) Common shares outstanding, RSUs, PBRSUs, options,
and warrants per Rover Management as of June 18, 2024. Fully diluted shares calculated using (1) Balance sheet statistics per Rover 10-Q for the period ended March 31, 2024. treasury stock method. (2) Includes cash generation of $0.3M for Q2'24
based on Rover Management Plan provided by Rover Management in April 2024. (4) Implied premium based on unaffected price as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. 11 CONFIDENTIAL | PRELIMINARY
DRAFT
Legend Selected Business Process Outsourcing Transactions * Selected
Precedent Transactions Selected Healthcare IT and BPO Transactions Greater than $1Bn Since 2014 Illustrative Selected Transactions Illustrative Selected Transactions LTM EBITDA Range: 12.0x – 16.0x NTM EBITDA Range: 11.0x – 15.0x ($MM)
Transaction Multiples Premium (1) NTM Operating Statistics Adj. EBITDA Adj. EBITDA Annc. FD Equity FD Enterprise Revenue Unaffected LTM Revenue Date Target Acquiror Description Value Value LTM NTM LTM NTM 1-Day High $ Growth Margin 08/19/21 Inovalon
Nordic Capital Cloud-based SaaS healthcare solutions $6,415 $7,227 10.1x 8.8x 29.0x 25.0x 25% 20% $819 14% 35% 01/10/22 Cloudmed Rover Revenue cycle management solutions 3,198 4,054 12.2 9.1 30.4 21.2 – – 446 35% 43% 09/06/23 NextGen
Healthcare Thoma Bravo EHR and practice management solutions for ambulatory practices 1,638 1,731 2.6 2.4 14.5 18.9 46% 15% 730 8% 13% 09/15/14 TriZetto Cognizant RCM specialist with services including enterprise and component software – 2,700
3.8 3.5 19.0 17.6 – – 768 8% 20% * 12/21/20 HMS Veritas (Gainwell) Cost containment software for providers 3,370 3,399 5.3 4.6 21.1 16.6 10% 10% 735 14% 28% 06/19/18 Cotiviti Veritas (Verscend) Healthcare analytics for clinical datasets
4,328 4,909 6.7 6.4 17.9 15.9 32% 0% 764 4% 40% 08/09/16 Press Ganey EQT Patient experience and workforce engagement solutions 2,246 2,384 6.9 6.2 18.2 15.9 0% (1%) 385 12% 39% 12/20/21 Cerner Oracle Leading EHR solutions provider 28,305 28,938 5.1
4.8 15.4 14.1 20% 14% 6,027 6% 34% 11/11/18 athenahealth Veritas Capital & Elliott EHR, RCM, and patient engagement software and services 5,695 5,650 4.3 3.9 14.9 14.0 27% (4%) 1,438 10% 28% 06/21/22 Convey TPG Technology and services solution
for government-sponsored health plans 825 1,076 3.1 2.6 15.7 13.4 113% (19%) 410 17% 20% 01/06/21 Change Healthcare United HC (Optum Health) Revenue and payment cycle management software 8,267 13,051 4.2 3.9 14.1 13.0 41% 37% 3,331 8% 30% 11/02/15
MedAssets Pamplona Healthcare performance improvement company 1,966 2,755 3.6 3.6 11.5 11.3 32% 32% 763 (0%) 32% 06/14/18 Intelenet Teleperformance India-based BPO offering contact center and RPA solutions – 1,000 2.2 2.0 12.0 10.9 –
– 494 10% 19% * 06/18/21 Sykes Enterprises Sitel Group Multinational provider of BPO and IT consulting services 2,222 2,157 1.2 1.1 10.0 9.8 31% 17% 1,878 7% 12% * 06/28/18 Convergys SYNNEX Provider of customer experience outsourcing services
2,478 2,767 1.0 1.0 7.9 8.3 17% (1%) 2,639 (4%) 13% * 03/28/22 Ensemble Health Berkshire Partners & Warburg Pincus Revenue cycle management solutions for health systems – 5,000 6.2 NA 18.7 NA – – – – –
11/22/21 athenahealth Bain & H&F EHR, RCM, and patient engagement software and services 17,000 17,000 8.9 – 16.1 – – – 1,900 – 56% Median: 4.2x 3.6x 15.4x 14.0x 31% 10% 8% 28% Mean: 4.3 3.6 15.1 13.8 34% 9% 8%
27% New Mountain Capital Proposal @ $13.25 (2) (3) (4) 3.3x 3.1x 13.0x 12.5x 19% (28%) 6% 25% Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. (2) Reflects NMC Revised Proposal received on July 2, 2024.
Note: '–' = Not publicly available or not meaningful. Multiples greater than 50.0x or negative considered not meaningful. (3) LTM statistics pro forma for Acclara acquisition based on statistics disclosed in Rover investor presentation. (1)
Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day (4) Premium shown is to Rover price as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft 12
prior to transaction announcement if no substantial rumors existed. Proposal. CONFIDENTIAL | PRELIMINARY DRAFT
Based on Latest Price Targets (JPM / Barclays Discontinued Coverage
Due to Involvement in Potential Txn.) Rover Selected Analyst Price Targets and Valuation Methodologies Price Target Valuation Methodology Summary Date Broker Rating Unaffected (2) Current Methodology 5/14/2024 Cantor Fitzgerald Buy $20.00 $20.00
3.4x CY25E Revenue and 12.1x CY25E EBITDA Revenue DCF 7/1/2024 TD Cowen Buy 20.00 20.00 15.0x CY25E EBITDA 7% 7% 7/1/2024 RBC Buy 19.00 19.00 ~14.0x CY25E EBITDA 7/1/2024 Leerink (4) Buy - 17.00 12.0x CY25E EBITDA 7/2/2024 Morgan Stanley Buy 17.00
17.00 12.0x CY25E EBITDA 7/2/2024 Citi Buy 14.00 16.00 12.5x CY25E EBITDA 5/8/2024 Stephens Buy 16.00 16.00 12.0x CY25E EBITDA 6/13/2024 Truist Hold 16.00 16.00 ~11.0x CY25E EBITDA; Illustrative LBO Analysis 7/2/2024 Jefferies Buy 18.00 15.00 ~11.0x
CY25E EBITDA 7/2/2024 Cannacord Genuity Buy 17.00 15.00 14.5x CY24E EBITDA EBITDA 5/30/2024 Guggenheim Buy 17.00 15.00 13.0x CY25E EBITDA 7/2/2024 Deutsche Bank Hold 15.00 14.00 12.5x CY24E EBITDA 86% 7/1/2024 Evercore Hold 12.00 14.00 Blended DCF
and Valuation Multiples 1/18/2024 Baird Buy 18.00 - 1/8/2024 Barclays Buy 14.00 - Suspended coverage due to involvement in transaction 1/4/2024 KeyBanc Buy 13.00 - Ratings Summary 1/9/2024 JP Morgan Hold 11.00 - Suspended coverage due to involvement
in transaction Represents a 44% premium to Rover unaffected Median $16.50 $16.00 (2) price of $11.10 Mean $16.06 $16.46 Hold Price Targets 23% $20.00 $20.00 $19.00 $17.00 $17.00 $16.00 $16.00 $16.00 NMC $15.00 $15.00 $15.00 $14.00 $14.00 (3)
Proposal : $13.25 Buy Unaffected (2) Price : $11.10 77% Cantor Fitzgerald TD Cowen RBC Leerink Morgan Stanley Citi Stephens Truist Jefferies Cannacord Guggenheim Deutsche Bank Evercore Genuity Source: FactSet and Wall Street research as of July 3,
2024. Note: Excludes research not available to Qatalyst. Baird excluded given there has been no new research published since the prior SC meeting on April 17, 2024. (1) Per FactSet broker targets and ratings as of July 3, 2024. 13 (2) Price based on
unaffected date as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. (3) Reflects NMC Revised Proposal received on July 2, 2024. (4) Leerink unaffected price target as of February 23, 2023 excluded.
CONFIDENTIAL | PRELIMINARY DRAFT
Highly Preliminary and Subject to Change Illustrative Valuation
Framework Summary Illustrative Valuation Analyses Illustrative Other Reference Statistics Illustrative Selected Premiums Paid in Last Twelve Months Broker Price Targets Illustrative Discounted Transaction Analysis (2)(3) Selected Transactions
Trading (9) (6) Valuation Illustrative 2-Year Forward Future Trading Cash Flow Analysis Analysis Analysis (2) FD Enterprise Value / FD Enterprise Value / (1)(2)(3) >$1Bn Tech Since 2003 13 Brokers LTM EBITDA Multiples NTM EBITDA Multiples WACC
Rang e: 10.5% - 1-Day Unaffected LTM Hig h Date: Current Broker 13.0% Cost of Equity: 14.5% LTM EBITDA NTM EBITDA Premia July 17, 2023 Price Targ ets Reference Selected M ultiple Rang e: Selected M ultiple Rang e: 25th - 75th Percentile: (as of
07/03/24): Range Perpetuity Growth CY27E EBITDA M ult.: LTM Low Date: Rate Rang e: 8.0x - 12.0x 12.0x - 16.0x 11.0x - 15.0x 18% - 45% January 11, 2024 $14.00 - $20.00 3.5% - 5.0% Rover Management Rover Management Financial Case Rover Street (5)
Rover Actuals (10) Rover Street (5) N/A N/A N/A Plan (4) Plan (4) $20.00 $18.49 NMC Revised $17.20 $16.59 $16.48 $16.12 $16.20 $16.05 Proposal: (7) $13.25 Implied Rover Price Per Share Unaffected $14.00 $13.04 (8) Price : $11.96 $11.17 $10.32 $10.12
$11.10 $9.11 $8.38 (1) Present values as of June 30, 2024, assuming mid-period discounting. Assumes current Rover shareholders incur ~8.5% cumulative dilution through (5) Rover Street projections based on FactSet mean consensus estimates as of July
3, 2024. issuance of equity awards over the projected period. (6) Broker price targets as July 3, 2024. (2) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of June 18. Fully diluted shares calculated using (7)
Reflects NMC Revised Proposal received on July 2, 2024. treasury stock method. (8) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. (3) Balance sheet statistics per Rover 10-Q
for the period ended March 31, 2024. Cash as of June 30, 2024 based on interim cash generation of $0.3M in (9) LTM trading based on LTM prior to and including February 23, 2024, the trading day prior to public filing of the NMC Initial Draft
Proposal. 14 Q2’24 per Rover Management. (10) Historical statistics per latest available publicly filed Rover financial statements. LTM EBITDA pro forma for Acclara LTM Adj. EBITDA of (4) Rover Management Plan provided by Rover Management in
April 2024. $25M per publicly filed Rover investor presentation dated December 6, 2023. CONFIDENTIAL | PRELIMINARY DRAFT
Rover Illustrative Statistics at Various Prices ($MM, except per share
amounts) NMC Initial Rover Rover NMC (7) Draft Proposal Unaffected Current Revised Proposal as of 2/23/24 (5) as of 7/3/24 (7/2/24) (6) Illustrative Rover Valuation Statistics Illustrative Share Price: $11.10 $11.13 $13.25 $13.75 $14.25 $14.75
$15.25 $15.75 Implied Transaction Premium Statistic Premium to Price Prior to Public Disclosure of NMC Initial Draft Proposal (2/23/24) (5) $11.10 - 0% 19% 24% 28% 33% 37% 42% Premium to Price Prior to Public Disclosure of NMC Revised Draft Proposal
(7/1/24) (6) 12.56 (12%) (11%) 5% 9% 13% 17% 21% 25% Premium to 30-Day VWAP (Prior to Public Disclosure of NMC Initial Draft Proposal) (1) 10.31 8% 8% 28% 33% 38% 43% 48% 53% Premium to Price Prior to Request for Waiver of Investor Rights (1/25/24)
(6) 10.17 9% 9% 30% 35% 40% 45% 50% 55% Premium to 30-Day VWAP Prior to Request for Waiver of Investor Rights (1/25/24) (8) 10.07 10% 10% 32% 36% 41% 46% 51% 56% Premium to Current Price (7/3/24) 11.13 (0%) - 19% 24% 28% 33% 37% 42% Premium to Price
as of 7/2/24 (Day After NMC Requested Waiver to Submit Proposal Withou 10.90 2% 2% 22% 26% 31% 35% 40% 44% Premium to LTM High Share Price (07/17/2023) 18.49 (40%) (40%) (28%) (26%) (23%) (20%) (18%) (15%) Premium to LTM Low Share Price (01/11/2024)
9.11 22% 22% 45% 51% 56% 62% 67% 73% Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,178 $6,219 $6,464 $6,710 $6,955 $7,201 $7,446 Fully-Diluted Enterprise Value (2) $7,286 $7,311 $8,352 $8,598 $8,843 $9,089 $9,334 $9,579
Street Consensus Estimates Revenue Multiples (3) Statistic NTM (Period Ending March 31, 2025) $2,700 2.7x 2.7x 3.1x 3.2x 3.3x 3.4x 3.5x 3.5x CY25E 2,918 2.4 2.5 2.9 2.9 3.0 3.1 3.2 3.3 Adj. EBITDA Multiples (3) NTM (Period Ending March 31, 2025)
$666 10.7x 11.0x 12.5x 12.9x 13.3x 13.6x 14.0x 14.4x CY25E 770 9.1 9.5 10.9 11.2 11.5 11.8 12.1 12.4 Rover Management Plan Revenue Multiples (4) Statistic NTM (Period Ending March 31, 2025) $2,790 2.6x 2.6x 3.0x 3.1x 3.2x 3.3x 3.3x 3.4x CY25E 2,913
2.5 2.5 2.9 3.0 3.0 3.1 3.2 3.3 Adj. EBITDA Multiples (4) NTM (Period Ending March 31, 2025) $714 10.2x 10.2x 11.7x 12.0x 12.4x 12.7x 13.1x 13.4x CY25E 766 9.5 9.5 10.9 11.2 11.5 11.9 12.2 12.5 Note: Current market prices as of July 3, 2024. (5)
Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the trading day prior to public filing (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the
trading day prior to public filing of the of the NMC Initial Draft Proposal. NMC Initial Draft Proposal. (6) Reflects NMC Revised Proposal received on July 2, 2024. (2) Rover capitalization as of June 18, 2024 provided by Rover Management. Balance
sheet statistics per Rover 10-Q for the period ended March (7) Reflects NMC Initial Draft Proposal publicly filed on February 26, 2024. 15 31, 2024. (8) Volume-weighted average prices based on trading days per FactSet as of January 25, 2024, the
trading day prior to the request for waiver of (3) Rover Street projections based on FactSet mean consensus estimates as of July 3, 2024. investor rights. CONFIDENTIAL | PRELIMINARY DRAFT (4) Rover Management Plan provided by Rover Management in
April 2024.
Appendix
Trading and Operating Statistics of Selected Companies ($MM, except
per share information) FD Capitalization Trading Statistics Operating Statistics Enterprise Value / Revenue Adj. EBITDA Revenue Adj. EBITDA $ % Growth $ Margins % Growth Stock Price Equity Ent. Company (FYE) 7/3/2024 Value Value CY24E CY25E CY24E
CY25E CY24E CY25E '23-24E '24-25E CY24E CY25E CY24E CY25E '23-24E '24-25E Rover (Street) (Current) (Dec.) $11.13 $5,178 $7,311 2.8x 2.5x 11.4x 9.5x $2,611 $2,918 16% 12% $642 $770 25% 26% 5% 20% Rover (Street) (Unaffected) (Dec.) (1) 11.10 5,113
7,286 2.7 2.4 10.7 9.1 2,688 3,068 19% 14% 684 799 25% 26% 11% 17% Selected Healthcare Technology HealthEquity (Jan.) $83.56 $7,594 $8,455 7.2x 6.3x 18.1x 15.3x $1,171 $1,339 18% 14% $466 $551 40% 41% 26% 18% Waystar (Dec.) 21.50 3,706 5,026 5.7 5.2
14.3 13.3 884 968 12% 10% 352 379 40% 39% - 8% Progyny (Dec.) 28.26 2,771 2,400 1.9 1.7 11.0 9.2 1,239 1,438 14% 16% 218 260 18% 18% 17% 19% Evolent Health (Dec.) 19.74 2,376 3,196 1.2 1.1 12.9 9.8 2,576 2,988 31% 16% 248 325 10% 11% 27% 31% Premier
(Jun.) 18.37 1,955 2,022 1.6 1.6 5.2 5.3 1,287 1,285 (2%) (0%) 391 382 30% 30% (17%) (2%) Phreesia (Jan.) 20.51 1,293 1,230 2.9 2.5 53.0 25.4 420 498 20% 18% 23 48 6% 10% - - Omnicell (Dec.) 26.76 1,259 1,322 1.2 1.2 13.1 10.0 1,070 1,138 (7%) 6%
101 132 9% 12% (27%) 31% HealthStream (Dec.) 27.60 857 774 2.6 2.5 11.7 11.1 294 310 5% 5% 66 70 22% 23% 8% 6% Health Catalyst (Dec.) 6.18 396 298 1.0 0.9 12.0 8.1 308 343 4% 11% 25 37 8% 11% - 50% TruBridge (Dec.) 11.19 174 356 1.1 1.0 7.8 6.9 333
355 (1%) 7% 45 52 14% 15% (5%) 14% - Median 1.8x 1.6x 12.5x 9.9x 9% 10% 16% 16% 8% 18.3% Mean 2.6 2.4 15.9 11.4 9% 10% 20% 21% 4% 19% Selected Business Process Outsourcing Genpact (Dec.) $31.83 $5,903 $6,764 1.5x 1.4x 8.0x 7.4x $4,616 $4,872 3% 6%
$844 $911 18% 19% 2% 8% ExlService (Dec.) 31.40 5,253 5,352 3.0 2.7 14.1 13.0 1,808 2,017 11% 12% 381 410 21% 20% 10% 8% WNS (Mar.) 53.75 2,642 2,577 2.0 1.8 7.8 6.5 1,290 1,408 (1%) 9% 330 394 26% 28% 4% 19% Median 2.0x 1.8x 8.0x 7.4x 3% 9% 21% 20%
4% 8% Mean 2.1 2.0 10.0 9.0 4% 9% 22% 22% 5% 12% Source: FactSet median consensus estimates and Wall Street analyst research. In-the money convertible debt assumed to be net share settled. Note: Based on market prices as of July 3, 2024. Multiples
greater than 75x or negative noted as dashes. EBITDA growth of >50% and <(50%) noted as dash. (1) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the trading day prior to public
filing of the NMC Initial Draft Proposal. 17 CONFIDENTIAL | PRELIMINARY DRAFT
Selected Technology Transaction Premia Premia in Selected >$1Bn
Public Technology Transactions Since 2003 1- Day Premia Paid NMC Proposal @ Median: 28% 428 Total Transactions $13.25/share: Premium (1) in Data Set 19% Premium th 25 Percentile: 98 18% Premium Mean: 33% 79 Premium th 75 Percentile: 45% Premium 62
55 51 35 19 18 11 Premium Min Range: <10% 10% 20% 30% 40% 50% 60% 70% 80% Max Range: 10% 20% 30% 40% 50% 60% 70% 80% >80% # of Transactions 55 79 98 62 51 35 18 11 19 % of Total 13% 18% 23% 14% 12% 8% 4% 3% 4% % of Total At Or Below Range 13%
31% 54% 69% 81% 89% 93% 96% 100% Source: FactSet as of July 3, 2024. Note: Based on FactSet premia and unaffected dates for technology M&A transactions greater than $1Bn enterprise value since 2003. 18 (1) Reflects New Mountain Capital Proposal
received on July 2, 2024. Premium shown is to Rover price as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT 1-Day
Illustrative Cost of Capital Analysis ($MM, except per share
information) Overall Betas Illustrative Cost of Equity Analysis Historical Predicted Betas Unlevered Unlevered Current FD Historical (1) (5) Predicted (2) (5) Beta Beta Stock Equity Levered Unlevered Levered Unlevered Price Value Debt Equity / Debt
Tax Rate Beta Beta Beta Beta Rover (Street) (3) 0.70 1.24 Rover (Unaffected) (3)(4) $11.13 $5,113 $2,311 69% / 31% 21% 0.92 0.68 1.63 1.20 Overall Median 0.81 0.87 Selected Healthcare Technology Illustrative Unlevered Beta Calculation HealthEquity
$83.56 $7,594 $1,112 87% / 13% 21% 0.90 0.80 0.95 0.85 67% Rover (Street) (3) 0.47 0.83 Genpact 31.83 5,903 1,312 82% / 18% 24% 1.06 0.91 0.81 0.69 33% Overall Median 0.27 0.29 ExlService 31.40 5,253 345 94% / 6% 22% 1.38 1.31 0.91 0.86 Illustrative
Unlevered Beta 0.73 1.12 Evolent Health 19.74 2,376 788 75% / 25% 18% 1.26 0.99 1.56 1.22 Progyny 28.26 2,771 0 100% / 0% 22% 1.30 1.30 1.13 1.13 Premier 18.37 1,955 129 94% / 6% 31% 0.48 0.46 0.90 0.86 Phreesia 20.51 1,293 33 98% / 2% 21% 1.29 1.26
1.55 1.52 Omnicell 26.76 1,259 575 69% / 31% 21% 0.98 0.72 1.44 1.06 HealthStream 27.60 857 0 100% / 0% 24% 0.72 0.72 0.49 0.49 Health Catalyst 6.18 396 230 63% / 37% 21% 1.12 0.77 1.60 1.09 TruBridge 11.19 174 186 48% / 52% 25% 0.95 0.52 1.06 0.58
Median 87% / 13% 1.06 0.80 1.06 0.86 Mean 83% / 17% 1.04 0.89 1.13 0.94 Sources: FactSet, Barra. Note: Prices as of July 3, 2024. Debt includes currently outstanding face value of 'in-the-money' convertible debt and excludes minority interests.
Excludes international companies. (1) Based on Bloomberg betas as of June 28, 2024. (2) Based on Barra betas as of June 28, 2024. (3) Rover betas as of January 31, 2024, based on available betas prior to February 23, 2024, the trading day prior to
public filing of the NMC Initial Draft Proposal. (4) Rover capitalization as of February 23, 2024, the trading day prior to the public filing to the NMC Initial Draft Proposal. (5) Waystar excluded due to limited trading history. 19 CONFIDENTIAL |
PRELIMINARY DRAFT
Illustrative Cost of Capital Analysis (Continued) Cost of Capital
Calculation - Equity Market Risk Premium / Unlevered Predicted Beta Sensitivity (4) (7) Market Assumptions Cost of Equity WACC Risk Free Rate (1) 4.6% Unlevered Equity M arket Risk Prem.: 6.2% 6.7% 7.2% 6.2% 6.7% 7.2% Beta Debt as % of Cap.: 31% 31%
31% 31% 31% 31% Market Risk Premium (2) 6.2% - 7.2% 1.09 <--- Overall Blended 13.8% 14.5% 15.2% 11.5% 12.0% 12.5% Cost of Debt (6) 8.0% 1.20 <--- Standalone 14.8% 15.5% 16.3% 12.1% 12.7% 13.2% Size Premium (3) Historical 2.0% Cost of Capital
Calculation - Equity Market Risk Premium / Unlevered Historical Beta Sensitivity (5) (7) Cost of Equity WACC Predicted 0.0% Unlevered Equity M arket Risk Prem.: 6.2% 6.7% 7.2% 6.2% 6.7% 7.2% Beta Debt as % of Cap.: 31% 31% 31% 31% 31% 31% 0.72
<--- Overall Blended 12.7% 13.1% 13.6% 10.7% 11.0% 11.3% 0.68 <--- Standalone 12.3% 12.8% 13.2% 10.5% 10.8% 11.1% Note: Unlevered Betas based on median of peer group. (1) Based on 20-Year U.S. Interpolated Treasury Yield as of July 03, 2024.
Source: FactSet. (2) Long-horizon expected equity risk premium (historical) and Long-horizon expected equity risk premium (supply-side) based on Duff & Phelps Cost of Capital Navigator (2024). (3) Size premium based on Duff & Phelps Cost of
Capital Navigator (2024). (4) Based on Barra betas as of June 28, 2024. Rover betas as of January 31, 2024, based on available betas prior to February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. (5) Based on
Bloomberg 5-year weekly betas as of June 28, 2024. (6) Illustrative 8.0% pre-tax cost of debt based on interest rates on Term A Loan, Senior Revolver, and Term B Loan per Rover 10-K as of December 31, 2023. All Rover debt is floating-rate. (7)
Waystar excluded due to limited trading history. 20 CONFIDENTIAL | PRELIMINARY DRAFT
Disclaimer These materials have been prepared by Qatalyst Partners LP
(including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and
may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company and/or other potential transaction
participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects.
To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the Company and/or other potential
transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with
respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or
shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be
considered only in connection with other information, oral or written, being provided by Qatalyst in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with
respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences
of any such transaction. In this regard, by accepting this presentation, the Company acknowledges that (a) Qatalyst is not in the business of providing (and the Company is not relying on Qatalyst for) legal, tax or accounting advice, (b) there may
be legal, tax or accounting risks associated with any transaction, (c) the Company should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) the Company should apprise senior management as to such legal, tax and
accounting advice (and any risks associated with any transaction) and Qatalyst’s disclaimer as to these matters. Qatalyst does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor
intended by Qatalyst to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Any discussion of tax matters in these materials may have been written in connection with the
“promotion” or “marketing” of any transaction contemplated hereby. Accordingly, any taxpayer should seek advice based on such taxpayer’s particular circumstances from an independent tax advisor. These materials do not
constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Qatalyst to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Qatalyst is not acting in any
other capacity as a fiduciary to the Company. Qatalyst assumes no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under state or federal securities laws or
otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted, summarized or referred to, in whole or in part, without the prior written consent of Qatalyst. These materials may not reflect
information known to other professionals in other business areas of Qatalyst. Qatalyst is a full service securities firm providing investment banking and other services and products to a wide range of corporations and individuals, domestically and
offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, Qatalyst may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts
of customers, in debt or equity securities or loans of the Company, potential counterparties, or any other company that may be involved in a transaction. Qatalyst is required to obtain, verify and record certain information that identifies each
entity that enters into a formal business relationship with it, which information includes the complete name and address and taxpayer ID number. Qatalyst may also request corporate formation documents, or other forms of identification, to verify
information provided. 21 CONFIDENTIAL | DRAFT
Exhibit (c)(viii) P PRE REL LI IMI MINA NAR RY Y DRA DRAF FT T C C on
on fifid de en nttiia all Project Rover Special Committee Discussion Materials – DISCUSSION OF NEXT STEPS July 4, 2024
Situation Update th • Since the June 12 Waiver Extension
Request, New Mountain Capital (“NMC”) and TCP-ASC have been actively engaged in diligence with Rover st • On July 1 , NMC filed a 13D amendment stating that discussions with TCP-ASC have not resulted in any agreement to date, and
that NMC was no longer interested in pursuing a joint proposal with TCP-ASC ― NMC also requested a waiver of the standstill restrictions contained in the Investor Rights Agreement in order to permit it to make a proposal (“Waiver
Request”) ― The Waiver Request included an unsigned and non-binding draft proposal to acquire Rover at a purchase price of $13.25 per share in cash (the “NMC Revised Proposal”) ― The NMC Revised Proposal noted that NMC
has completed business due diligence and is prepared to move forward with completing definitive th documentation and signing a transaction by July 12 . It also noted that the $13.25 per share price reflects the completion of diligence and takes into
th account events that have occurred subsequent to the initial waiver request on January 26 ― The NMC Revised Proposal also noted that prior to signing any definitive documentation, NMC would expect to discuss with Rover’s current
customer stockholders (Ascension Health, Intermountain, LifePoint Health, Providence and Sutter) their interest in maintaining or increasing their equity investment in Rover through new investment or through a rollover of all or a portion of their
current common stock positions. NMC would also welcome having TowerBrook Capital Partners participate as a co-investor ― The NMC Revised Proposal is not contingent on any current direct or indirect stockholders participating or rolling their
existing ownership interest in Rover nd • On July 2 , following Rover’s approval of the Waiver Request, NMC delivered a signed non-binding copy of the NMC Revised Proposal to the Special Committee th ― NMC has provided to Qatalyst
and Barclays a summary of the transaction Sources & Uses, and a timeline to sign and announce a transaction by July 12 ― NMC has also provided to Skadden a draft merger agreement, draft debt commitment letters from Goldman Sachs and J.P.
Morgan, draft equity commitment letter, and draft limited guarantee • NMC advisors have also recently been in touch with Ascension Health directly 2 CONFIDENTIAL | PRELIMINARY DRAFT
Summary of Key Considerations and Next Steps • Does the NMC
Revised Proposal form the basis to continue engaging in discussions regarding a sale of Rover? How does it compare to Rover’s standalone value and prospects for shareholder value creation over time on a risk-adjusted basis? • If the
Special Committee chooses to continue the engagement with NMC, what is the best tactical response, taking into account process considerations related to the nature of any ultimate transaction with meaningful stakeholders? ― Possible Responses:
o Respond “no”, indicating that the NMC Revised Proposal is insufficient o Respond without a specific counterproposal, indicating that we are willing to negotiate but NMC has to re-bid o Respond with a specific counterproposal •
Other process considerations ― Ongoing discussions with Ascension Health ― Status and terms of other key definitive documents ― NMC has indicated that it wants to work expeditiously to sign and announce a transaction on July 12th
– the Special Committee has the potential to use this timeline to its advantage ― NMC has asked for calls with customer stockholders (Ascension Health, Intermountain, LifePoint Health, Providence, and Sutter), both as part of customer
diligence and to invite them to participate in the transaction ― Other legal process consideration including MFW relevancy 3 CONFIDENTIAL | PRELIMINARY DRAFT
Detailed Overview of NMC Revised Proposal ($MM) (2) • $13.25 per
share (approx. 4% reduction from prior NMC Initial Draft Proposal ) Sources & Uses (Provided by NMC) (3) • 30.3% premium to the closing price per share of $10.17 on Jan 25, 2024, the day prior to New Mountain Capital’s
(“NMC”) initial request for a waiver of certain provisions of the Investor Rights Agreement Price (1) • 31.6% premium to the 30-day volume-weighted average price per share of $10.07 (as of Jan 25, 2024) Uses • 29.1% premium
to the 30-day volume-weighted average price of $10.26 (as of Feb 23, 2024, the last trading day prior to (1) NMC’s amended request for a waiver and the first public disclosure of the potential transaction) Purchase of Fully-Diluted Equity
Value $6,219 Repayment of Debt 2,312 (4) Less: Rover Cash (178) • The NMC Revised Proposal assumes a recapitalization of Rover’s indebtedness with new third-party debt financing from Goldman Sachs and JPMorgan. NMC has received
commitment letters and can share them with Rover at Rover’s Fully-Diluted TEV $8,353 request. The equity financing to support the NMC Revised Proposal would be funded by the rollover of NMC’s existing 32% common stock ownership interest
in Rover and new cash equity to be provided or arranged by NMC Cash to B/S and Transaction Fees 250 • Prior to signing any definitive documentation, as part of customary pre-signing discussions with customers, NMC Total Uses $8,603 would
expect to discuss with Rover’s current customer stockholders (Ascension Health, Intermountain, LifePoint Equity & Health, Providence, and Sutter) their interest in maintaining or increasing their equity investment in Rover through new Debt
investment or through a rollover of all or a portion of their current common stock positions. In addition to current Financing Sources customer stockholders, NMC would also welcome having TowerBrook Capital Partners participate as a co-investor
• If and when approved by the Special Committee, NMC would also like to discuss with members of management New Third-Party Debt $3,750 whether they would have any interest in rolling over a portion of their equity in the transaction NMC
Rollover Equity 1,802 • The NMC Revised Proposal is not contingent on any current direct or indirect stockholders participating or rolling their existing ownership interest in Rover into the transaction New NMC Equity 3,051 Total Sources
$8,603 • The NMC Revised Proposal has been approved by NMC’s investment committee, and NMC is prepared to move forward with completing definitive documentation and signing a transaction by July 12, 2024 Diligence • The $13.25 per
share price reflects the completion of diligence and takes into account events that have occurred and Timing subsequent to the initial waiver request on January 26, 2024 • The NMC Revised Proposal remains subject to the negotiation and
execution of mutually acceptable definitive agreements Source: New Mountain Capital Waiver Request and form of proposal (July 1st, 2024). (3) Sources & Uses provided to Qatalyst and Barclays on July 2, 2024. 4 (1) Volume-weighted average prices
based on New Mountain Capital calculations as detailed in their Waiver Request. (4) Reflects Rover balance sheet cash as of March 31, 2024. (2) Reflects New Mountain Capital Initial Draft Proposal publicly filed on February 26, 2024. CONFIDENTIAL |
PRELIMINARY DRAFT
Rover Share Price Over Time and Illustrative Statistics at Various
Prices Share Price Over Time Rover Illustrative Statistics at Various Prices Jan. 10, 2022 Nov. 8, 2022 ($MM, except per share amounts) $35.00 Rover Rover NMC Initial NMC Revised Rover announced all-stock Announced Q3'22 Unaffected Current Draft
Proposal Proposal acquisition of Cloudmed for earnings miss and Illustrative 2/23/24 (5) 7/3/24 2/26/24 (6) 7/2/24 (7) $4.1Bn retirement of Joe Share Price: $11.10 $11.13 $13.75 $13.25 1-Day Price Rxn.: (1%) Flanagan / $30.00 Implied Transaction
Premium Statistic appointment of Lee Rivas Premium to Price Prior to Public Disclosure $11.10 - 0% 24% 19% of NMC Initial Draft Proposal (2/23/24) (5) 1-Day Price Rxn.: Jul. 1, 2024 (50%) NMC requested standstill Premium to Current Price (7/3/24)
11.13 (0%) - 24% 19% $25.00 waiver to submit proposal Premium to Price as of 7/2/24 (Day After and publicly disclosed the NMC Requested Waiver to Submit Proposal 10.90 2% 2% 26% 22% NMC Revised Draft Without TB) Proposal of $13.25 / share Premium to
30-Day VWAP (Prior to Public Disclosure of NMC Initial 10.31 8% 8% 33% 28% $20.00 1-Day Price Rxn.: (13%) Draft Proposal) (1)(5) Premium to LTM High Share Price 18.49 (40%) (40%) (26%) (28%) $15.00 Implied Valuation & Multiples NMC Proposal: (7)
$13.25 Fully-Diluted Equity Value (2) $5,113 $5,178 $6,464 $6,219 Unaffected Price Fully-Diluted Enterprise Value (2) $7,286 $7,311 $8,598 $8,352 (5) (2/23) : $11.10 Current: $11.13 Street Consensus Estimates $10.00 Adj. EBITDA Multiples (3) NTM
(Period Ending March 31, 2025) $666 10.7x 11.0x 12.9x 12.5x Feb. 26, 2024 CY25E 770 9.1 9.5 11.2 10.9 $5.00 Public filing of the NMC Initial Draft Proposal for $13.75 / share Rover Management Plan (all-cash) and issuance of open letter regarding NMC
Initial Draft Adj. EBITDA Multiples (4) Proposal by Coliseum Capital NTM (Period Ending March 31, 2025) $714 10.2x 10.2x 12.0x 11.7x 1-Day Price Rxn.: +25% $0.00 CY25E 766 9.5 9.5 11.2 10.9 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22
Jan-23 Jan-24 Note: Current market prices as of July 3, 2024. (4) Rover Management Plan provided by Rover Management in April 2024. (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior
to public filing of the NMC Initial Draft (5) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. Proposal. 5 (2) Rover
capitalization as of June 18, 2024 provided by Rover Management. Balance sheet statistics per Rover 10-Q for the period ended March 31, 2024. (6) Reflects New Mountain Capital Initial Draft Proposal publicly filed on February 26, 2024. (3) Rover
Street projections based on FactSet mean consensus estimates as of July 3, 2024. (7) Reflects New Mountain Capital Revised Proposal received on July 2, 2024. CONFIDENTIAL | PRELIMINARY DRAFT
Overview of Rover Daily Trading From Week of Request for Waiver of
Investor Rights (January 22, 2024) to Current (July 3, 2024) May 7, 2024 Mar. 11, 2024 Share Price Trading Volume (000s) Limited standstill waiver Rover announces the formation of the special sent to New Mountain and committee; TCP-ASC files 13D
amendment $15.00 35,000 Feb. 26, 2024 TCP-ASC disclosing request for a waiver of take-over Public filing of the NMC Initial Jul. 1, 2024 1-Day Price Rxn.: +3% statutes and a statement that they are not a seller Draft Proposal for $13.75 / share NMC
requests standstill waiver 1-Day Price Rxn.: +1% (all-cash) and issuance of open May 8, 2024 to submit revised proposal and letter regarding NMC Initial Draft Rover announces Q1’24 attaches draft proposal for $14.00 30,000 Proposal by Coliseum
Capital earnings results (Pre-Market) $13.25 / share 1-Day Price Rxn.: +25% 1-Day Price Rxn.: +3% NMC 1-Day Price Rxn.: (13%) (3) Proposal : $13.25 $13.00 25,000 Jan. 26, 2024 New Mountain Capital delivers a private request for the waiver $12.00
20,000 of certain provisions of their Feb. 22, 2024 Investor Rights Agreement UnitedHealth announces May 8, 2024 Mar. 19, 2024 suspected cybersecurity breach of Cyberattack disrupts June 13, 2024 Change Healthcare IT systems Rover discloses it has
hired advisors to Ascension Healthcare IT $11.00 15,000 Rover Special Committee grants waiver 1-Day Price Rxn.: (0%) the Special Committee and that it has systems extension to New Mountain and $11.13 rejected TCP-ASC and NMC’s request (1)
TCP-ASC through July 12 (0%) vs. 2/23 for a waiver of the standstill agreement 1-Day Price Rxn.: +4% 1-Day Price Rxn.: (1%) (20%) vs. 2/26 $10.00 10,000 Selected (2) HCIT $9.00 5,000 (1) (10%) vs. 2/23 (11%) vs. 2/26 $8.00 0 1/22 1/24 1/26 1/30 2/1
2/5 2/7 2/9 2/13 2/15 2/20 2/22 2/26 2/28 3/1 3/5 3/7 3/11 3/13 3/15 3/19 3/21 3/25 3/27 4/1 4/3 4/5 4/9 4/11 4/15 4/17 4/19 4/23 4/25 4/29 5/1 5/3 5/7 5/9 5/13 5/15 5/17 5/21 5/23 5/28 5/30 6/3 6/5 6/7 6/11 6/13 6/17 6/20 6/24 6/26 6/28 7/2 Source:
Closing prices and volumes per FactSet as of July 3, 2024. (1) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the New Mountain Capital Draft Proposal. 6 (2) Selected healthcare information technology group
includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge as per Qatalyst Partners analysis. Excludes Waystar due to limited trading history. (3) Reflects New Mountain Capital Proposal
received on July 2, 2024. CONFIDENTIAL | PRELIMINARY DRAFT
Summary Conclusions and Recommended Next Steps • Based on the
Financial Advisors’ preliminary analyses of the Rover Management Plan, the price per share offered in the NMC Revised Proposal is in a range that appears to fairly reflect the standalone, intrinsic value of Rover on a risk adjusted basis.
Thus, the NMC Revised Proposal warrants continued engagement with NMC • The Financial Advisors recommend communicating a specific counterproposal to NMC and trying to hold them to their overall timeline • The Financial Advisors would
also convey to NMC that Rover is willing to facilitate customer calls • Simultaneously with the response on price and customer calls, Rover should begin the process of negotiating the definitive documents as well 7 CONFIDENTIAL | PRELIMINARY
DRAFT
Rover Illustrative Statistics at Various Prices ($MM, except per share
amounts) NMC Initial Rover Rover NMC (7) Draft Proposal Unaffected Current Revised Proposal as of 2/23/24 (5) as of 7/3/24 (7/2/24) (6) Illustrative Rover Valuation Statistics Illustrative Share Price: $11.10 $11.13 $13.25 $13.75 $14.25 $14.75
$15.25 $15.75 Implied Transaction Premium Statistic Premium to Price Prior to Public Disclosure of NMC Initial Draft Proposal (2/23/24) (5) $11.10 - 0% 19% 24% 28% 33% 37% 42% Premium to Price Prior to Public Disclosure of NMC Revised Draft Proposal
(7/1/24) (6) 12.56 (12%) (11%) 5% 9% 13% 17% 21% 25% Premium to 30-Day VWAP (Prior to Public Disclosure of NMC Initial Draft Proposal) (1) 10.31 8% 8% 28% 33% 38% 43% 48% 53% Premium to Price Prior to Request for Waiver of Investor Rights (1/25/24)
(6) 10.17 9% 9% 30% 35% 40% 45% 50% 55% Premium to 30-Day VWAP Prior to Request for Waiver of Investor Rights (1/25/24) (8) 10.07 10% 10% 32% 36% 41% 46% 51% 56% Premium to Current Price (7/3/24) 11.13 (0%) - 19% 24% 28% 33% 37% 42% Premium to Price
as of 7/2/24 (Day After NMC Requested Waiver to Submit Proposal Withou 10.90 2% 2% 22% 26% 31% 35% 40% 44% Premium to LTM High Share Price (07/17/2023) 18.49 (40%) (40%) (28%) (26%) (23%) (20%) (18%) (15%) Premium to LTM Low Share Price (01/11/2024)
9.11 22% 22% 45% 51% 56% 62% 67% 73% Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,178 $6,219 $6,464 $6,710 $6,955 $7,201 $7,446 Fully-Diluted Enterprise Value (2) $7,286 $7,311 $8,352 $8,598 $8,843 $9,089 $9,334 $9,579
Street Consensus Estimates Revenue Multiples (3) Statistic NTM (Period Ending March 31, 2025) $2,700 2.7x 2.7x 3.1x 3.2x 3.3x 3.4x 3.5x 3.5x CY25E 2,918 2.4 2.5 2.9 2.9 3.0 3.1 3.2 3.3 Adj. EBITDA Multiples (3) NTM (Period Ending March 31, 2025)
$666 10.7x 11.0x 12.5x 12.9x 13.3x 13.6x 14.0x 14.4x CY25E 770 9.1 9.5 10.9 11.2 11.5 11.8 12.1 12.4 Rover Management Plan Revenue Multiples (4) Statistic NTM (Period Ending March 31, 2025) $2,790 2.6x 2.6x 3.0x 3.1x 3.2x 3.3x 3.3x 3.4x CY25E 2,913
2.5 2.5 2.9 3.0 3.0 3.1 3.2 3.3 Adj. EBITDA Multiples (4) NTM (Period Ending March 31, 2025) $714 10.2x 10.2x 11.7x 12.0x 12.4x 12.7x 13.1x 13.4x CY25E 766 9.5 9.5 10.9 11.2 11.5 11.9 12.2 12.5 Note: Current market prices as of July 3, 2024. (5)
Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the trading day prior to public filing (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the
trading day prior to public filing of the of the NMC Initial Draft Proposal. NMC Initial Draft Proposal. (6) Reflects NMC Revised Proposal received on July 2, 2024. (2) Rover capitalization as of June 18, 2024 provided by Rover Management. Balance
sheet statistics per Rover 10-Q for the period ended March (7) Reflects NMC Initial Draft Proposal publicly filed on February 26, 2024. 8 31, 2024. (8) Volume-weighted average prices based on trading days per FactSet as of January 25, 2024, the
trading day prior to the request for waiver of (3) Rover Street projections based on FactSet mean consensus estimates as of July 3, 2024. investor rights. CONFIDENTIAL | PRELIMINARY DRAFT (4) Rover Management Plan provided by Rover Management in
April 2024.
Disclaimer These materials have been prepared by Qatalyst Partners LP
(including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and
may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company and/or other potential transaction
participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects.
To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the Company and/or other potential
transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with
respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or
shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be
considered only in connection with other information, oral or written, being provided by Qatalyst in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with
respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences
of any such transaction. In this regard, by accepting this presentation, the Company acknowledges that (a) Qatalyst is not in the business of providing (and the Company is not relying on Qatalyst for) legal, tax or accounting advice, (b) there may
be legal, tax or accounting risks associated with any transaction, (c) the Company should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) the Company should apprise senior management as to such legal, tax and
accounting advice (and any risks associated with any transaction) and Qatalyst’s disclaimer as to these matters. Qatalyst does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor
intended by Qatalyst to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Any discussion of tax matters in these materials may have been written in connection with the
“promotion” or “marketing” of any transaction contemplated hereby. Accordingly, any taxpayer should seek advice based on such taxpayer’s particular circumstances from an independent tax advisor. These materials do not
constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Qatalyst to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Qatalyst is not acting in any
other capacity as a fiduciary to the Company. Qatalyst assumes no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under state or federal securities laws or
otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted, summarized or referred to, in whole or in part, without the prior written consent of Qatalyst. These materials may not reflect
information known to other professionals in other business areas of Qatalyst. Qatalyst is a full service securities firm providing investment banking and other services and products to a wide range of corporations and individuals, domestically and
offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, Qatalyst may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts
of customers, in debt or equity securities or loans of the Company, potential counterparties, or any other company that may be involved in a transaction. Qatalyst is required to obtain, verify and record certain information that identifies each
entity that enters into a formal business relationship with it, which information includes the complete name and address and taxpayer ID number. Qatalyst may also request corporate formation documents, or other forms of identification, to verify
information provided. 9 CONFIDENTIAL | DRAFT
Exhibit (c)(ix) PRELIMINARY DRAPRE FT | S LIMI ubje NAR ct to Chan Y
DRAFT ge Conf Confid idential ential Project Rover Reference Materials July 5, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended. The information has been separately provided to the Securities and Exchange Commission.
PRELIMINARY DRAFT Overview of Illust. Potential Sensitivities to
Management Plan Confidential Potential Downside Rover Management Plan Potential Upside Assumptions — Management Plan reflects six markets are divested with a total loss of $167mm revenue [***] $[***]M CY30E Revenue ($[***]M) in ’26E
Ascension — Upside sensitivity reflects ~20% of Ascension’s divestitures are maintained, with Divestitures revenue growth of ~2.5% and gross margin of [***]% $[***]M CY30E EBITDA ($[***]M)[***] — Downside sensitivity reflects
additional Ascension divestitures $[***]M CY30E Revenue[***] ($[***]M) — Management Plan reflects expected Intermountain contract renegotiation in ’26E Intermountain — Downside sensitivity reflects a potential [***] Negotiation
($[***]M) $[***]M CY30E EBITDA[***] — Management Plan reflects $4-5bn of new E2E NPR per year in ’25E+, achieving steady ($282M) $627M CY30E Revenue +$282M state EBITDA margin of 30% by year 4 New E2E NPR Per — Upside and Downside
sensitivities reflect new E2E NPR, varied by + / - $2bn per year, Year ($53M) $108M CY30E EBITDA +$53M with the same margin ramp as Management Plan — Management Plan assumes 9% ’24E - ’30E revenue CAGR and gross margin of 62 -
($147M) $1,398M CY30E Revenue +$79M 63% Modular — Upside sensitivity increases revenue CAGR by +1.0% and downside sensitivity reduces Growth ($92M) $879M CY30E EBITDA +$49M CAGR by (2.0%) with same margin profile as Management Plan —
Management Plan assumes (0.6%) ’24E - ’30E revenue CAGR and gross margin of ($7M) $118M CY30E Revenue +$15M 17% Physician — Upside sensitivity increases revenue CAGR by +2.0% and downside sensitivity reduces Growth ($1M) $20M CY30E
EBITDA +$2M CAGR by (1.0%) with same margin profile as Management Plan — Management Plan assumes gross margin impact of +$39mm by ’26E from tech initiatives, grown by 10% per year thereafter Impact of ($15M) $57M CY30E EBITDA +$15M —
Upside and Downside sensitivities vary gross margin impact by + / - $10mm in ’26E, Tech Investments with same growth thereafter as Management Plan CY30E Revenue ($491M) / (12%) $4,261M +$416M / +10% Total Potential Impact vs. Management Plan
CY30E EBITDA ($195M) / (15%) $1,301M +$139M / +11% Source: Rover Management Plan provided by Rover Management in April 2024. Potential sensitivity factors provided by Rover Management in July 2024. [***] indicates information has been omitted on the
basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 2 2 The information has been separately provided to the Securities and Exchange Commission.
DRAFT Range of Illustrative Scenarios Analyzed Confidential Revenue
EBITDA ’24E-’30E ’24E-’30E Legend CAGR CAGR Rover Management Plan $1,439 Range of Sensitivities 14% Analyzed $1,307 $1,301 $1,202 12% $1,184 $4,677 10% $1,109 $1,049 $4,294 $4,261 $1,001 8% 9% $1,105 $3,962 $3,928 $1,048 6%
$909 $3,677 $994 $3,568 $874 $3,770 $3,234 $3,392 $784 $922 $3,568 $3,123 $2,967 $766 $3,376 $2,913 $823 $3,177 $2,666 $2,990 $743 $655 $2,852 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2024E 2025E 2026E 2027E 2028E 2029E 2030E % Δ vs. +2% +4%
+5% +7% +8% +10% % Δ vs. +2% +4% +5% +7% +9% +11% Management Plan Management Plan (2%) (4%) (6%) (8%) (10%) (12%) (3%) (6%) (8%) (10%) (13%) (15%) Source: Rover Management Plan provided by Rover Management in April 2024. Potential sensitivity
factors provided by Rover Management in July 2024. 3
Management Plan ’24E-’30E DRAFT CAGRs Overview of
Illustrative Potential Upside Factors Confidential Revenue: 8% EBITDA: 12% Revenue EBITDA Maximum Potential Upside (CY30E): Maximum Potential Upside (CY30E): +10% (10% ’24E-’30E CAGR) +11% (14% ’24E-’30E CAGR) % Potential
Upside % Potential Upside Legend Rover $1,439 $4,677 Total Other Drivers: +1% Management Plan $55 +3% $36 Modular Growth: +2% +4% $4,294 $1,307 $79 $49 New E2E NPR: +7% +4% $51 $34 $282 $53 $3,928 $61 $1,184 $38 $48 $32 $220 $3,568 $34 $45 $1,049
$44 $28 $159 $3,234 $30 $31 $15 $41 $909 $2,967 $19 $101 $19 $8 $28 $784 $51 $38 $12 $17 $8 $5 $4,261 $1,301 $3,962 $1,202 $3,677 $1,109 $3,392 $1,001 $3,123 $2,913 $874 $766 ($1) ($5) ($5) 2025E 2026E 2027E 2028E 2029E 2030E 2025E 2026E 2027E 2028E
2029E 2030E Source: Rover Management Plan provided by Rover Management in April 2024. Potential sensitivity factors provided by Rover Management in July 2024. 4
Management Plan ’24E-’30E DRAFT CAGRs Overview of
Illustrative Potential Downside Factors Confidential Revenue: 8% EBITDA: 12% Revenue EBITDA Maximum Potential Downside (CY30E): Maximum Potential Downside (CY30E): (12%) (6% ’24E-’30E CAGR) (15%) (9% ’24E-’30E CAGR) %
Potential Downside % Potential Downside $4,261 $1,301 Legend Total Other Drivers: (1%) ($62) Rover $3,962 Modular Growth: (3%) ($147) (4%) ($50) $1,202 Management Plan New E2E NPR: (7%) $3,677 ($59) ($282) (7%) ($92) $1,109 ($48) ($57) ($115) $3,392
(4%) ($72) ($53) ($86) ($220) ($54) $1,001 ($45) $3,123 ($159) ($34) ($60) ($54) $2,913 ($43) ($45) ($101) ($15) $874 ($37) ($37) ($37) ($34) ($51) +$1 $766 ($17) ($23) ($17) ($8) +$5 ($10) +$5 $3,770 $3,568 $1,105 $3,376 $1,048 $3,177 $994 $2,990
$922 $2,852 $823 $743 2025E 2026E 2027E 2028E 2029E 2030E 2025E 2026E 2027E 2028E 2029E 2030E Source: Rover Management Plan provided by Rover Management in April 2024. Potential sensitivity factors provided by Rover Management in July 2024.
5
DRAFT Barclays Disclaimer Confidential The preceding pages contain
material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material
was compiled or prepared on a confidential basis solely for consideration by the Committee and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was
obtained from the Committee, the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being
provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Moreover, any information provided herein was not prepared
for or intended for use by any individual for personal, family or household purposes. Any estimates, historical financial information, projections and other information contained herein have been prepared by management of the Company or were
obtained from publicly available sources (approved for Barclays’ use by the Company) or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed that they have been reasonably prepared
on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company. The projections contained herein may or may not be achieved and differences between projected results and those actually
achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the
past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in these materials shall be deemed to
constitute a recommendation or investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to the Committee, these materials are incomplete without reference to, and
should be assessed solely in conjunction with, the oral briefing provided by Barclays to the Committee (in their capacity as committee members and not in any individual capacity and is not for the benefit of any individual, including any individual
officer, director, shareholder or any other person). These materials were not prepared for or intended for use by any individual for personal, family or household purposes nor were they prepared to comply with the disclosure standards under state
and federal securities laws or any other applicable laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Committee, none of the Company, Barclays, their respective
affiliates or any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. These materials are not intended to
provide the sole basis for evaluation of the proposed corporate transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed corporate transaction. Barclays
has not made or obtained any evaluations or appraisals of the assets or liabilities of the Company or any other party to any corporate 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 herein do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or
securities actually may be sold or purchased. Barclays’ 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,
the Committee or any individual officer, director, shareholder or any other person. Barclays, its subsidiaries and affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial
and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including
loans and other obligations) of the Company for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments or in other financial
products and instruments. Unless otherwise expressly agreed or provided for in other applicable Barclays disclosures governing such corporate transactions or required by law or regulation, Barclays conducts these activities as principal and executes
its principal transactions as an arm’s length counterparty. Barclays does not act as a fiduciary in relation to these corporate transactions. These materials do not constitute investment advice nor do they form part of an offer to sell or
purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any corporate transaction described herein.
Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority
(Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank Delaware is responsible for the obligations
of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). n 6
DRAFT Confidential Qatalyst Partners Disclaimer These materials have
been prepared by Qatalyst Partners LP (including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual
or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company
and/or other potential transaction participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being
complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the
Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of
such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and
nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are
being furnished and should be considered only in connection with other information, oral or written, being provided by Qatalyst in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be
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Exhibit (c)(x) Confidential Preliminary Draft Subject to Change Heading
Sub Header Project Rover Board of Directors Discussion Materials July 18, 2024
Confidential Preliminary Draft Subject to Change Market Considerations
Green Shoots in M&A Activity Pressure for Sponsors to Transact Valuations Have Rebounded — M&A activity by well-capitalized strategics has picked up — Dry powder and the recent fall in exit activity both support — Following
declines in 2022, multiples rebounded to near since mid-2023, despite the various challenges such as increased sponsor dealmaking all-time highs by year-end 2023 and remain elevated in geopolitical tensions and rising rates that have slowed 2024
— Exits relative to investments have fallen over time; M&A over the last eighteen months average U.S./Canadian holding period has increased to — Strategic M&A declined in 2023 as buyers and sellers — While global M&A
quarterly volumes have declined from ~7 years (recent averages: ~5-6 years) struggled to close the gap on valuations, and strategic Q4 2023 highs, 1H 2024 volume remains 19% higher than deal multiples were the lowest they've been in a decade —
More constructive financing markets along with the need 1H 2023 to put capital to work and exit existing investments is — Rebound in valuation in 2024 could narrow the gap — Several factors, including fading macro uncertainty and a likely
to result in a rebound in sponsor activity in the between buyers and sellers and result in increased M&A robust activist environment, create a supportive backdrop coming months activity for a further rebound in deal activity 1 Global M&A
Announced Transaction Volume Private Equity “Dry Powder” Near Record Levels S&P 500 NTM EV / EBITDA ($ in trillions) ($ in trillions) ($ Exit Volumes / New Investments) 16x $6.0 $2.0 1.6x $6.0 3 15x $1.6 $1.6 1.4x 14.8x 1.49x 1.45x
$1.5 $1.5 $1.6 1.33x 14x $4.5 1.2x 13.3x $1.3 $4.2 1.29x $4.5 $4.0 1.18x $1.2 $3.8 $3.7 13x $3.5 1.0x $3.5 $3.5 2 $1.2 $1.0 1.10x $3.3 $3.2 $0.9 12x 0.90x 0.8x 12.0x $3.0 $0.8 $0.7 $0.7 0.79x 0.83x $0.8 0.78x 11x 0.6x 0.63x $1.6 10x 0.4x $1.5 $0.4
9x 0.2x 8x $0.0 $0.0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Jul-19 Jul-20 Jul-21 Jul-22 Jul-23 Jul-24 S&P 500 5 Yr Avg 52 Wk Low Total Dry Powder Exit Ratio With improving
capital markets and significant buyer firepower, we expect a rebound of M&A activity 1 2 3 Source: Dealogic, PitchBook, FactSet. Market data as of 7/15/24. Note : Dealogic as of 6/30/24. Note : Represents annualized 2024E volumes based on 2024
YTD actual volumes through 6/30/24. Note : Data as of 6/30/23, the latest Pitchbook sponsor dry powder data available. 2
Confidential Preliminary Draft Subject to Change Market Considerations
(Cont’d) The rate of change in capital markets is unprecedented over last ~30+ years but there are signs of stability and market activity 1 2 YoY Change in Rate (2Y UST) Measure of CEO Confidence High Yield Bond and Leveraged Loan Issuance
5.0% 90 $1,400 $1,221 80 4.0% $1,200 70 3.0% $1,000 60 2.0% Average $606 $792 $781 50 $800 1.0% $680 $649 40 $278 $533 0.0% $600 $461 $245 $503 30 $339 (1.0%) $352 $233 $400 20 $226 $240 $615 (2.0%) $127 $503 $435 $200 10 $128 $309 $289 $300 (3.0%)
$225 $234 $111 0 $0 (4.0%) 2017 2018 2019 2020 2021 2022 2023 YTD YTD 23 24 Loans Bonds — Largest YoY change in rates in 30+ years in 2022-— Sept. 2022 represents the largest YoY reduction in — YTD total leveraged finance issuance up
~108% YoY 2023 confidence in 30+ years — Primary market remains strong, predominantly fueled — Impacted not only cost of debt but also cost of equity — Executives not immune from market factors even if by issuers refinancing existing
capital structures to (and multiples) confidence in their operating business remains strong lower their overall cost of debt — The June 2024 FOMC signaled rates to remain steady — Starting to see rebound in confidence— Market optimism
about the Fed’s ability to engineer a until further evidence of stability in inflation soft landing has influenced a strong secondary trading environment in conjunction with limited new money supply Stabilization in Rebound in CEO Reopening of
the Cost of Capital Confidence LevFin Market 1 2 Source: FactSet. Market data as of 7/15/24. CEO Confidence based on The Conference Board Measure of CEO Confidence™. Note : Monthly data as of 7/1/24. Note : Monthly data as of 6/28/24. 3
06/30/94 12/29/95 06/30/97 12/31/98 06/30/00 12/31/01 06/30/03 12/31/04 06/30/06 12/31/07 06/30/09 12/31/10 06/29/12 12/31/13 06/30/15 12/30/16 06/29/18 12/31/19 06/30/21 12/30/22 06/28/24
Confidential Preliminary Draft Subject to Change Healthcare, RCM and
Company Considerations Healthcare Sector Considerations Revenue Cycle Sector Considerations Company Specific Considerations Healthcare Expenditure Growth Outpacing Inflation Highly Competitive Market Landscape Complex Business Model with Client
Concentration — National health expenditures expected to grow at a 5.6% CAGR — Competition from end-to-end (Ensemble, Optum, Conifer, — End-to-end business has large, long-term contracts with over the next decade Parallon), offshore
(Omega, Gebbs, Access) and point solutions significant concentration among top customers (Aspirion, Revecore), as well as EMRs that are increasingly — Growth driven by an aging population with chronic conditions¡ Embedded growth from ramp
of long-term customer providing services beyond medical records (e.g. Epic) partnerships — Shift to outpatient and physician settings will augment billing — Imperative to demonstrate value proposition and performance rate growth¡
Implementation risk for new end-to-end business vs. competitors — RPS business is more diversified with a different business Payer / Provider Battles Accelerating model Large and Underpenetrated TAM — Increased pricing and claims pressure
from payers driving ¡ Growth depends on continuing historical success of greater revenue volatility and margin pressure with providers 1 — Estimated $115bn total addressable market opportunity cross-selling modular solutions — Payer
“market share” and power generally outstripping that of — Significant whitespace with many providers performing revenue Client Operational Issues providers cycle functions in-house — Very complex business and ecosystem has led
to issues — RCM solutions increasingly critical to managing financial pressure¡ Cyber security incidents ¡ Portfolio rationalization Regulatory Environment Adoption of Technology ¡ Provider consolidation — Increased
regulatory scrutiny on healthcare, with the election — Providers are focused on enhancing efficiencies across the ¡ Client financial issues viewed as a critical juncture in go-forward regulatory approach revenue cycle, minimizing the use
of manual labor and increasing accuracy through the use of RPA, ML and AI ¡ Implementation risk — Ever evolving reimbursement landscape with new payment models catalyzing activity— Opportunity to be on the forefront of innovation
— Seek right balance between “technology” and labor solutions — Chevron decision offers some possibility of regulatory upside— Increasing competition from technology start-ups and — Ensuring past acquisitions perform
and deliver on expectations established tech companies entering the healthcare space — FTC / DOJ activist role — Physician segment growth is flat despite overall shift in volumes to ambulatory ¡ Performance impacted by customer losses
and bankruptcies 1 Source: CMS. Note : Arizton U.S. Revenue Cycle Management Market – Industry Outlook & Forecast 2023-2028, published August 2023. 4
Confidential Preliminary Draft Subject to Change Company Observations
Observations on Long-Term / Historical Trading Recently Announced Ascension Divestitures vs. Rover Stock Price ✓ Investors have appreciated the built-in growth of long-term customer partnerships ¡ Significant embedded growth from new
customer ramp and CloudMed synergies ¡ Sticky customers with predictable growth over the long-term O However, short-term share price dislocations have resulted from quarterly fluctuations and operating issues ¡ Change and Ascension
cyber incidents ¡ Ascension divestitures $12.79 ¡ New customer implementation / ramp — Long-term stability of growth vs. short-term fluctuations result in a difficult and sometimes confusing story for public investors — Today,
there are several financial factors not yet understood by public shareholders Potential Near-Term Trading Considerations Absent an M&A Transaction Rover vs. Waystar ($ in millions) Rover — Current stock price includes M&A speculation
’24E Revenue $2,602 $884 — Unaffected price does not reflect business headwinds since NMC’s 2/26 13D ’24E EBITDA $629 $353 — Sellside and buyside do not fully understand the impact and timing of the Ascension % Margin
24.2% 39.9% outage, Change cyber incident or Ascension divestitures 1 ’24E Rev. / Employee $87k $603k — Difficult for management to provide guidance with a high degree of certainty % Software — Limited public float, lack of
operational momentum and perceived conflict between major Business Model % of Collections SaaS shareholders make rebuilding institutional credibility imperative Ent. Value / Equity Value $8,126 / $5,993 $5,004 / $3,683 — Waystar provides
another avenue for public investors to play provider RCM / growth 2 ’24E EV / EBITDA 12.9x 14.2x 1 2 Source: FactSet, Company filings, Wall Street research. Market data as of 7/15/24. Note : Based on Rover employees of 30k and Waystar
employees of 1.4k. Note : Current Rover consensus estimates exclude brokers that have discontinued coverage and restricted brokers. 5
Confidential Preliminary Draft Subject to Change Analysis at Various
Prices ($ in millions, except for per share values) Undisturbed NMC Offer NMC Offer Recent Close (2/23/24) (2/26/24) (7/1/24) (7/15/24) how2 Stock Price $11.10 $13.75 $13.25 $12.79 % Premium to: Recent Close (7/15/24) $12.79 (13%) 8% 4% - Pre
Request (1/25/24) $10.17 9% 35% 30% 26% Undisturbed (2/23/24) $11.10 - 24% 19% 15% 30 Day VWAP (2/23/24) $10.31 8% 33% 28% 24% 52 Week High (7/17/23) $18.49 (40%) (26%) (28%) (31%) 52 Week Low (1/11/24) $9.11 22% 51% 45% 40% 1 Diluted Shares 460.6
465.6 469.3 468.5 Equity Value $5,113 $6,402 $6,219 $5,993 1 2 2 Net Debt 2,173 2,173 2,133 2,133 Enterprise Value $7,286 $8,575 $8,352 $8,126 3 EV / EBITDA (Wall Street Consensus) 4 Consensus as of 2/23/24 $639 11.4x 13.4x 13.1x 12.7x 2023A 6 6
2024E 2024E: $684 $629 10.7x 12.5x 13.3x 12.9x 6 6 2025E: $799 2025E $758 9.1x 10.7x 11.0x 10.7x EV / EBITDA (Management Plan) 4 $639 11.4x 13.4x 13.1x 12.7x 2023A 5 2024E $655 11.1x 13.1x 12.7x 12.4x 5 2025E $766 9.5x 11.2x 10.9x 10.6x Source:
FactSet, Rover filings, Management Plan. Note: Market data as of 7/15/24. FDSO assumes 421.8mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of 1 $6.00, 40.5mm
TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.8mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method. Note : FDSO for Undisturbed and NMC
2/26/24 Offer assumes 420.3mm basic shares outstanding, 2.6mm options with a weighted average exercise price of $3.41,1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an 2 3 exercise price of $3.50, 12.2mm Providence
warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover Filings. Note : Reflects pro forma cash balance for Acclara / Advata acquisition per Rover management. Note : Current 4 5 consensus estimates exclude brokers that have
discontinued coverage and restricted brokers. Note : 2023A EBITDA includes Rover Adj. EBITDA of $614mm plus $25mm contribution from Acclara / Advata acquisition. Note : Excludes Ascension 6 cyber impact. Note : Statistics based on consensus
estimates prior to public filing of the NMC 2/26/24 Draft Proposal. 6
Confidential Preliminary Draft Subject to Change Change in Wall Street
Estimates Revenue Adj. EBITDA ($ in millions) ($ in millions) $4,000 $1,200 Nov-22: Reduced 2022E EBITDA guidance by ~11% from $470-$480mm to $420- $425mm $3,600 $1,000 $3,210 $3,200 $862 $800 $791 $2,923 $758 $2,800 $2,648 $676 $2,602 $629 $600
June-22: Closed Cloudmed $548 $2,400 acquisition $2,299 $2,082 $2,000 $400 1/1/22 6/1/22 11/1/22 4/1/23 9/1/23 2/1/24 7/1/24 1/1/22 6/1/22 11/1/22 4/1/23 9/1/23 2/1/24 7/1/24 2024 2025 2026 2024 2025 2026 Source: FactSet. Note: Market data as of
7/15/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. 7
Confidential Preliminary Draft Subject to Change Quarterly Consensus Beat
/ Miss ($ in millions) FY’24 Guidance Metric Low High Actual Consensus Low Consensus High Consensus Mean Revenue $2,600 $2,640 $634 $604 Adj. EBITDA $625 $650 $573 $575 $561 $496 $546 $533 Quarterly Revenue Surprise History $399 $392 $386
4Q'21 1Q'22 2Q'22 3Q'22 4Q'22 1Q'23 2Q'23 3Q'23 4Q'23 1Q'24 2Q'24 1 Change in Guidance Consensus - - 11% (3%) - - (2%) - - (1%) Mean Beat / Miss vs. Latest Consensus (0%) 0% (0%) (5%) 2% (0%) (0%) 1% (0%) (1%) 2 - - - - (6%) - - (2%) (6%) - Beat /
Miss vs. Pre-Revision Consensus $168 $162 $149 $152 $143 $142 Quarterly $125 $124 Adj. EBITDA Surprise History $95 $89 $87 4Q'21 1Q'22 2Q'22 3Q'22 4Q'22 1Q'23 2Q'23 3Q'23 4Q'23 1Q'24 2Q'24 1 Consensus Change in Guidance - - 20% (11%) - - (1%) - -
(3%) Mean Beat / Miss vs. Latest Consensus 3% (1%) 1% (13%) (5%) 8% 3% 3% 3% 2% 2 - - - - (20%) - - 3% 0% - Beat / Miss vs. Pre-Revision Consensus +1 Day Share Price Reaction (1%) (9%) 0% (50%) (3%) 0% 3% (10%) 5% 3% 1 2 Source: FactSet. Note:
Market data as of 7/15/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Reflects change in the midpoint of FY+1 guidance range. Note : Represents performance of actual quarterly results against
consensus estimates for that quarter prior to the change in guidance. 8
Confidential Preliminary Draft Subject to Change Wall Street Research
Perspectives 1Q’24 Results Recent Headwinds 2024E Guidance Takeout Price Process “While we acknowledge Rover is “A new adj. EBITDA guide (~4% cut to “There was nothing too concerning “In our opinion, New Mountain is
“The planned offer from Towerbrook / dealing with NT impacts from Change the low and high ends) that in our in Rover’s 1Q24 print, in our view. likely being opportunistic with the Ascension, at a premium to the $13.25 and Ascension, we
continue to view view is better than feared after R1’s proposed by New Mountain, shows Revenue was a bit lighter than changed market dynamics in the those issues as transitory in nature customers faced significant disruption some of the
complexities of the expected (largely due to the Change industry from the cyber incidents to and not impacting the LT from the Change outage (cut also current Rover ownership structure Healthcare hack, “harmonization” of revise its
proposed acquisition underlying earnings power of temporary in nature)… we are some unprofitable Acclara services, price.” and potential outcome of this ongoing Rover.” pleased with the guide as it implies and a modular client
bankruptcy) while proposed bid (or now proposed bids). Canaccord Genuity, 7/2/2024 TD Cowen, 7/1/2024 (1) a manageable impact from We obviously need to see what the adj. EBITDA outperformed (mostly due Change and (2) core operating offer price is,
as well as the to Providence onboarding timing).” momentum.” “It seems that we will likely have a potential role of former CEO Joe Citi, 5/8/2024 Leerink, 5/8/2024 “The unaffected price prior to when the bidding war between
the two Flanagan, in any transaction going entities as a joint bid is off the table. filing of initial interest was disclosed forward. That being said, today’s “Overall, the commentary As we've written multiple times, we news continues
was $11.10. Since that time, external “With the Change Healthcare disruption was positive regarding the demand think an offer <11x FY25 adj. to highlight what we see as upside events such as the Change now baked into guidance, we’ll
be environment, Acclara acquisition Healthcare and… Ascension cyber EBITDA will not suffice, and we see value for Rover, both in a strategic looking for improved execution to contribution and integration, and breaches have weighed on near-
fair value in the ~$16 range (12.5x transaction as well as drive multiple expansion in Rover.” Providence onboarding. Excluding term results. However, on a core FY25 adj. EBITDA)” fundamentally.” Morgan Stanley, 5/9/2024 Change,
the core business basis R1 has demonstrated Citi, 7/5/2024 Leerink, 7/5/2024 performed well, with adj-EBITDA improved execution in beating Q1 likely beating estimates as some EBITDA by 5% excluding the impact “Stripping away noise related to
both Providence onboarding investments from Change.” cyber events, Rover remains “We now believe the odds of a “We think TCP’s willingness to acquire pushed out of 1Q.” confident in the assumptions laid transaction have
increased (again!). Rover at a price higher than $13.25 is Morgan Stanley, 7/2/2024 out in its initial full-year guidance. Based on our LBO model, we believe likely related to TCP needing to Canaccord Genuity, 5/8/2024 In our opinion, fundamental a
bid would likely need to be in the deliver a fair price to its existing execution is most important for $14-$15 range. It is unclear to us LPs. At the same time, TCP likely “Rover reported a mixed reinstating investor confidence “While
these headwinds are unlikely to which entity wants it more, but needs to balance this against quarter…mostly driven by the impact have meaningful impact on 2025 following a challenging couple of would hope the Board views this as offering a
fair and attractive enough of the Change Healthcare estimates and LT opportunities, these years… Most importantly, updates an opportunity to maximize entry point for their new LPs. To the cyberattack... while results were developments have
likely lowered regarding two of the largest client wins shareholder value ahead of what extent that some of the new investors solid and fundamental expectations the NT fundamental No Deal were positive with Sutter phase one assuredly will be a messy
2Q print, are the same as from the previous were largely unchanged, the advancing well despite leadership trading price for Rover shares - impacted by the recently disclosed fund, there may be less sensitivity pending deal soft offer remains an
likely in the range of $9-$10.” turnover and the $50M Acclara cost Ascension cyber incident.” around price.” overhang on Rover shares.” synergies remain on track.” Jefferies, 7/7/2024 TD Cowen, 7/7/2024 Truist, 7/1/2024
RBC, 6/11/2024 Deutsche Bank, 5/13/2024 Source: Wall Street Research. 9
Confidential Preliminary Draft Subject to Change Rover vs. Waystar
– Sellside Perspectives Rover Waystar With 100,000+ concurrent end-users and billions of With the Cloudmed acquisition completed in In our view, the compelling technology The company's advances in automation/AI, June 2022, Rover substantially
bolstered transactions running through platform annually, stack and a robust team of about 265 and the strength of the company's its technology and automation capabilities, combined with consistent rule generation from product managers and engineers
both development roadmap, which we believe can machine learning and dynamic dashboarding, we improved its end-to-end functionality support continuous innovation (e.g., Technology / effectively keep Rover at the forefront of particularly in revenue
intelligence, and think the business will take incremental share over Waystar ships 300 product updates per innovation in the revenue cycle marketplace. Innovation gained significant net new, high margin, time, evidenced by the company’s 82%
win rate vs quarter). tech-centric modular solutions. competitors. - TD Cowen 6/28/24 - Canaccord 1/5/23 - Goldman Sachs 7/2/24 - William Blair 7/2/24 What this means is Rover goes a mile deep and Net operating fees make up the bulk of revenue as
Waystar operates a software-as-a-service Waystar has an attractive financial model, with historically an inch wide, with a small customer they reflect net base fees charged to customer, (SaaS) business model, providing cloud-based a highly recurring
revenue stream driven by a base but a significant amount of revenue tied incentive fees earned on specific metrics based RCM (revenue cycle management) software to mix of subscription and volume-based sales Business to the customers' cash
collections and Rover on performance, other fees recognized related healthcare organizations and to RCM that provide significant visibility. is capturing a % of net patient revenue. to modular services. Rover’s automation efforts services
vendors. Model [is] driving incentive fees. - Leerink 2/26/24 - Barclays 9/30/21 - Goldman Sachs 7/2/24 - William Blair 7/2/24 The company's market leadership in technology With limited customer concentration, ~40% With the company having achieved a
fairly modules and the above-average growth/margin OMs, and an estimated org growth of >10% The cascading effect of the Sutter consistent historical rate of ~109% NRR, profile of Cloudemed is underappreciated. We think contract win (signed early
2022) and in recent years, WAY stands out within our that leaves ~100bps of growth from new clients the current stock price ascribes no value to AI, which Providence win (signed late 2023) will HCIT coverage. In addition, recent disruptions
Financial to bridge to the company’s 10% long-term could add hundreds of bps to adj. EBITDA margin further refill the growth coffers. at competitor Change may provide upside to targeted CAGR. Profile from 24% in 2024E to its long-term target
of 30%+. numbers if customers choose to add redundancies to their clearinghouse. - Leerink 2/26/24 - J.P. Morgan 7/2/24 - Morgan Stanley 7/1/24 - Evercore 7/2/24 While we acknowledge Rover is Following the Change Healthcare We think the longer term
outlook may have improved While large customer growth has slowed, we dealing with NT impacts from Change from our expectations prior to the Change cyberattack. outage in Feb. 2024, Waystar was suspect growth will remain roughly in line with and
Ascension, we continue to view able to successfully onboard While the elevated denials will continue to impact revenue current trends as the company continues to benefit those issues as transitory in nature impacted providers within 48-72 in 1H25,
we believe that the Change disruption has led Cyber Impact from a reference selling model, particularly as and not impacting the LT Rover to build out their automation across other hours, highlighting the flexibility and larger health systems
navigate the fallout from underlying earnings power of adaptability of the platform. vendors. This will make the company highly insulated from the Change Healthcare outage. Rover. a potential future issue with any one revenue cycle vendor. - Raymond
James 7/2/24 - TD Cowen 7/7/24 - Bank of America 7/2/24 - Guggenheim 5/9/24 Source: Wall Street Research. 10
Confidential Preliminary Draft Subject to Change Summary Background to
Date (1 / 2) Date (All 2024) Process • New Mountain Capital (“NMC”) delivered a private request for the waiver of certain provisions of their Investor Rights Agreement January 26 (“standstill”), including a draft
proposal to acquire Rover for $13.75 per share • NMC revised its 13D to publicly disclose its January 26 request for a waiver of the standstill, including the draft proposal to acquire Rover February 26 for $13.75 per share and an update on
discussions with TCP-ASC to participate as a co-lead investor in such a transaction • Rover publicly announced via press release the formation of a Special Committee to evaluate strategic alternatives and stated its commitment to enhancing
shareholder value March 11 • TCP-ASC filed a 13D requesting a waiver from certain antitakeover statutes to continue to pursue a joint transaction with NMC and stating its belief that any transaction other than a joint transaction “would
be difficult if not impossible to execute” • The Special Committee sent a letter to NMC and TCP-ASC directing them to cease discussions concerning a potential transaction with March 18 respect to the Company (whether or not structured as
a joint transaction) • Rover filed an 8-K publicly disclosing (1) the retention of Qatalyst Partners and Barclays as financial advisors, and Skadden as legal March 19 counsel, to the Special Committee and (2) the Special Committee’s
direction to NMC and TCP-ASC to cease their discussions • Rover and the Special Committee’s financial advisors prepared the company’s financial model, management presentations, and due diligence materials Beginning March 19 •
The Special Committee’s financial advisors completed preliminary financial analysis and presented to the Special Committee on April 17, and the Special Committee determined to run a process including NMC and TCP-ASC separately • At the
direction of the Special Committee, the financial advisors reached out to potential strategic acquirors to gauge interest in a potential April 30 transaction. Each strategic acquiror declined to proceed without a meeting with management or access to
diligence information • The Special Committee granted a limited-duration waiver to NMC and TCP-ASC to allow them to engage with each other in discussions May 6 regarding a potential transaction through June 13, but not to submit a proposal to
acquire Rover • Rover senior management engaged in due diligence, including data sharing and meetings with NMC, TCP-ASC, and their external advisors Beginning May 13 (Ongoing) • Over the following weeks, Rover’s management team
answered over 500 diligence requests and held over 20 meetings and calls with TCP-ASC, NMC, and their advisors Source: SEC Filings. 11
Confidential Preliminary Draft Subject to Change Summary Background to
Date (2 / 2) Date (All 2024) Process • The Special Committee granted an extension of the limited standstill waiver through July 12 June 13 • When requesting the waiver, NMC/TCP-ASC indicated a target date for a proposal of July 1 •
NMC filed a 13D amendment stating that discussions with TCP-ASC have not resulted in any agreement to date, and that NMC was no longer interested in pursuing a joint proposal with TCP-ASC • NMC also requested a waiver of the standstill
restrictions contained in the Investor Rights Agreement in order to permit it to make a proposal, and included an unsigned and non-binding draft proposal to acquire Rover at a purchase price of $13.25 per share in cash. The July 1 draft proposal
stated that they are “prepared to move forward with completing definitive documentation and signing a transaction by July 12” • After a discussion of the relative merits and considerations, the Special Committee determined to grant
the requested waiver to NMC • The following day, NMC delivered a signed non-binding copy of the NMC Revised Proposal to the Special Committee July 4 through 8 • Ongoing negotiations with NMC • TCP-ASC’s advisors indicated to
the Special Committee’s financial advisors that TCP-ASC was trying to determine whether to continue to July 4 pursue a transaction • TCP-ASC revised its 13D to indicate that that it plans to submit a proposal to acquire Rover at a price
higher than $13.25 per share and that it is in discussions with Joe Flanagan to serve as a senior executive of Rover following a transaction July 5 • TCP-ASC requested a waiver of the standstill restrictions contained in the Investor Rights
Agreement in order to permit it to make a proposal, which the Special Committee granted • The Special Committee’s financial advisors had a conversation with TCP-ASC and advisors to further understand their status with respect July 6 to
timing and finance-ability of a transaction 1 July 7 through 8 • NMC conducted customer shareholder calls with: Ascension, Intermountain, LifePoint Health, Providence, and Sutter • Wednesday, July 24, at 5:00pm ET: deadline set for final
transaction documents from bidders July 24 through 26 • Thursday, July 25, at 2:00pm ET: deadline set for final proposals from bidders (Upcoming) • Friday, July 26, no later than 7:30am ET: expected timing for execution of transaction 1
Source: SEC Filings. Note : TCP-ASC has also requested customer shareholder calls. 12
Confidential Preliminary Draft Subject to Change Ecosystem Around Rover
Payors Providers BPO Tech Services HealthTech / RCM Large Cap Diversified Healthcare fka Payments Software Diversified Source: Company websites. 13
Confidential Preliminary Draft Subject to Change Appendix 14
Confidential Preliminary Draft Subject to Change Comparison to Street
Estimates Revenue ($ in millions) Management Plan Street $3,210 $3,123 $2,923 $2,913 $2,639 $2,602 $738 $711 $666 $634 $654 $610 $631 $604 1 Q1 2024A Q2 2024RF1 Q3 2024RF1 Q4 2024RF1 2024RF1 2025E 2026E % Difference (1.1%) (0.5%) 1.9% 3.7% 1.4%
(0.4%) (2.7%) Number of 12 12 12 12 12 12 12 Brokers Adj. EBITDA ($ in millions) Management Plan Street $874 $862 $758 $766 $655 $629 $202 $180 $148 $152 $149 $153 $147 $150 1 Q1 2024A Q2 2024RF1 Q3 2024RF1 Q4 2024RF1 2024RF1 2025E 2026E 2.4% 3.7%
(1.1%) 12.1% 4.1% 1.0% 1.4% % Difference Number of 11 11 11 11 12 12 12 Brokers 1 Source: Management Plan, FactSet. Note: Market data as of 7/15/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note :
Consensus prior to announced results. 15
Share Price Confidential Preliminary Draft Subject to Change Historical
Stock Price Performance and Valuation EV / NTM EBITDA and Share Price (Since 1/1/2018) 2 Average Per Year Management Plan 2018 2019 2020 2021 2022 2023 YTD '24 '18-'24 '24-'30 EV / NTM EBITDA 22.2x 16.1x 15.4x 22.1x 17.3x 12.6x 10.9x 17.1x NA 1 %
YoY Rev Growth 26.4% 12.5% 14.8% 15.8% 17.4% 16.8% 12.6% 16.9% 8.3% 35x $35.00 1 170.2% 57.2% 37.7% 22.2% 24.7% 20.2% 18.3% 52.3% 12.1% % YoY EBITDA Growth Share Price $7.88 $10.91 $14.23 $23.77 $20.66 $14.52 $12.05 $15.06 NA 1/10/22: Announced
11/8/22: Reported Q3 30x $30.00 acquisition of Cloudmed earnings miss and CEO 2/18/21: Reported Q4 and change FY 2020 earnings 7/1/24: Received $13.25 offer from New 25x $25.00 Mountain Capital 3/19/24: Board of 2/26/24: Received $13.75 Directors
formed unsolicited bid from New Special Committee 20x $20.00 Mountain Capital 5/6/24: Waiver granted 15x $15.00 NMC 7/1 Offer (Share Price): $13.25 $12.79 11.6x NMC 7/1 Offer (Implied NTM Multiple): 11.8x 10x $10.00 10/16/23: Jehoshaphat published
short report; 6/13/24: Waiver extended shares fell ~8% 5x $5.00 11/13/23: Announced plans to 7/5/24: TCP-ASC revised 13D restate earnings from FY'21 to indicate it plans to submit through Q2'23; shares fell ~3% proposal higher than $13.25 0x $0.00
Jan-18 Aug-18 Apr-19 Dec-19 Aug-20 Apr-21 Dec-21 Jul-22 Mar-23 Nov-23 Jul-24 EV / NTM EBITDA EV / NTM EBITDA (Implied by NMC 7/1 Offer) Share Price NMC 7/1 Offer 1 Source: FactSet, Rover filings, NMC 13D, Management Plan. Note: Market data as of
7/15/24. Consensus estimates after 3/19/24 exclude brokers that have discontinued coverage and restricted brokers. Note : Represents forward fiscal year vs. 2 current fiscal year growth. Note : Management Plan excludes the Ascension cyber impact. 16
EV / NTM EBITDA
Confidential Preliminary Draft Subject to Change Wall Street Research
Price Targets (1) Undisturbed Current Base Case Bull Case Bear Case % Premium to 2025E % Premium to % Premium to Price Methodology Price Price Broker Date Rating Methodology Methodology (2) (3) (2) (2) Target (Based on Current Price Target) Target
Target Undisturbed EBITDA Undisturbed Undisturbed $20.00 Cantor Fitzgerald 7/2/2024 Buy 3.4x '25E Rev. / 12.1x '25E EBITDA 80.2% $825 - - - - - - $20.00 $20.00 TD Cowen 7/7/2024 Buy 15x '25E EBITDA 80.2% $782 - - - - - - $20.00 $19.00 RBC 7/1/2024
Buy ~14x '25E EBITDA 71.2% $771 $23.00 15x '25E EBITDA 107.2% $7.00 8x '25E EBITDA (36.9%) $19.00 $18.00 Baird 7/2/2024 Buy ~13.5x '25E EBITDA 62.2% $785 - - - - - - $18.00 $14.00 Leerink Partners 7/7/2024 Buy ~12x '25E EBITDA 53.2% $762 - - - - - -
$17.00 $17.00 Morgan Stanley 7/8/2024 Buy 12x '25E EBITDA 53.2% $794 - - - - - - $17.00 $14.00 Citi 7/5/2024 Buy 12.5x '25E EBITDA 44.1% $769 - - - - - - $16.00 $16.00 Stephens 7/8/2024 Buy 12x '25E EBITDA 44.1% $758 - - - - - - $16.00 $16.00 Truist
Securities 7/7/2024 Hold Blended LBO & ~11x '25E EBITDA 44.1% $750 - - - - - - $16.00 $15.00 Deutsche Bank 7/8/2024 Hold 12.5x '25E EBITDA 44.1% $706 - - - - - - $16.00 $18.00 Jefferies 7/7/2024 Buy ~11x '25E EBITDA 35.1% $762 $25.00 ~17x '25E
EBITDA 125.2% $7.00 ~7x '25E EBITDA (36.9%) $15.00 $17.00 Canaccord 7/2/2024 Buy 14.5x '24E EBITDA 35.1% $748 - - - - - - $15.00 $17.00 Guggenheim 5/30/2024 Buy 13x '25E EBITDA 35.1% $764 - - - - - - $15.00 $12.00 Evercore ISI 7/10/2024 Hold Blended
DCF and Valuation Multiples 26.1% $718 - - - - - - $14.00 $13.00 KeyBanc 5/10/2024 Hold NA 0.0% $751 - - - - - - Sadif 3/5/2024 Buy NA 0.0% NA - - - - - - ISS-Eva 2/27/2024 Sell NA 0.0% NA - - - - - - $14.00 Barclays 3/13/2024 Hold ~9.0x '25E EBITDA
26.1% $803 $17.00 ~11.0x '25E EBITDA 53.2% $9.00 ~6.5x '25E EBITDA (18.9%) $14.00 $11.00 JP Morgan 1/9/2024 Hold 8.5x '25E EBITDA (0.9%) NA - - - - - - $11.00 (4) (5) Current Undisturbed Current Fundamental (6) Mean $16.71 $15.79 $16.69 12.6x '25E
EBITDA 50.6% $758 $24.00 116.2% $7.00 (36.9%) ~16x '25E EBITDA ~7.5x '25E EBITDA (6) Median $16.00 $16.00 $16.00 12.3x '25E EBITDA 44.1% $760 $24.00 116.2% $7.00 (36.9%) Management Plan $766 % Difference to Median 0.8% 1 2 Source: Wall Street
Research, Management Plan. Note: Market data as of 7/15/24. Note : Represents broker price targets prior to NMC 13D filing on 2/26/24. Note : Represents premium to Rover’s closing undisturbed price of $11.10 as of 2/23/24; 3 4 utilizes current
price target. Note : Represents current 2025E EBITDA estimates. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers (Morgan Stanley, Citi, Baird). Note : Undisturbed mean / median includes 5 undisturbed price
targets from brokers with discontinued coverage, brokers with discontinued coverage are excluded from all other mean / median calculations. Note : Excludes broker price targets that include potential transaction in price target 6 rationale
(Jefferies, Truist Securities, Citi and Guggenheim). Note : Excludes brokers who have not used ’25E EBITDA in their disclosed methodology. 17 Discontinued (4) Coverage
Confidential Preliminary Draft Subject to Change Select Trading
Comparables ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA Debt / LTM Company 7/15/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E 3/31/24 EBITDA $77.06
$7,862 $7,002 87.3% 14.1% 18.8% 60.8% 39.6% 17.2x 14.4x 2.8x 32.98 6,977 6,116 83.3% 5.9% 8.6% 35.3% 18.1% 8.3x 7.7x 1.6x 33.64 5,730 5,632 99.0% 11.3% 12.1% 37.5% 21.1% 15.0x 13.4x 1.0x (1) 21.38 5,004 3,683 92.6% 9.7% 9.0% 66.1% 39.9% 14.2x 13.0x
4.0x 19.26 3,138 2,318 55.0% 15.2% 30.7% 18.2% 9.6% 12.7x 9.7x 4.9x 57.96 2,784 2,849 77.2% 9.1% 17.0% 28.5% 24.3% 8.9x 7.6x 0.5x 29.03 2,475 2,847 64.6% 16.0% 18.9% 23.9% 17.6% 11.4x 9.6x NA 18.55 2,041 1,974 65.5% (0.9%) (3.6%) 65.9% 30.9% 5.1x
5.3x 0.3x 26.44 1,307 1,244 36.0% 6.0% 31.1% 42.0% 9.4% 13.1x 10.0x 4.7x 28.74 809 892 98.7% 5.4% 5.9% 66.1% 22.5% 12.2x 11.6x NA 10.66 348 165 39.9% 6.3% 15.1% 48.6% 13.4% 7.7x 6.7x 4.4x 6.51 319 417 45.3% 11.5% 50.8% 49.8% 8.0% 12.9x 8.6x 22.5x
25th Percentile 52.6% 6.0% 8.9% 33.6% 12.5% 8.8x 7.7x 1.1x Mean 70.4% 9.1% 17.9% 45.2% 21.2% 11.6x 9.8x 4.7x Median 71.4% 9.4% 16.0% 45.3% 19.6% 12.5x 9.6x 3.4x 75th Percentile 88.6% 12.2% 21.9% 62.1% 25.9% 13.4x 11.9x 4.6x (2) Undisturbed (4) (4)
(4) (4) (4) (4) (6) Rover (Consensus) $11.10 $7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x (5) (6) Rover (Management) 11.10 7,286 5,113 59.3% 9.2% 16.9% NA 24.6% 11.1x 9.5x 3.6x (3) At New Mountain 7/1/24 Offer (6) Rover (Consensus)
$13.25 $8,352 $6,219 70.8% 11.8% 20.4% 27.5% 24.2% 13.3x 11.0x 3.6x (6) (5) Rover (Management) 13.25 8,352 6,219 70.8% 10.4% 16.9% 24.8% 12.7x 10.9x 3.6x NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 7/15/24.
Consensus Rover estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Assumes 30-day option to purchase 6,750,000 in 2 3 shares is exercised by underwriters at the initial public offering price less the
underwriting discount. Note : Market data as of undisturbed date of 2/23/24. Balance sheet data as of 12/31/23. Note : Represents NMC offer price of $13.25 / share. 4 5 Balance sheet data as of 3/31/24. Note : Statistics based on Rover’s stock
price and consensus estimates prior to public filing of the NMC 2/26/24 Draft Proposal. Note : Rover management gross margin not directly comparable to consensus 6 estimate. Note : LTM EBITDA for Rover pro forma for EBITDA contribution from Acclara
/ Advata acquisition. 18
Legend Selected Healthcare Technology Selected Business Process
Outsourcing CY25E Operating Statistics of Selected Companies CY25E Rev. $2,913 $2,948 $497 $2,988 $1,429 $1,339 $343 $968 $355 $1,131 $310 $1,285 $2,017 $1,403 $4,873 ($MM): Median: 10% Median: 9% 18% 16% 16% 14% 12% 11% 11% 12% 9% 10% 6% 7% 6% 5%
(0%) Rover (Street) Rover Phreesia Evolent Health Progyny HealthEquity Health Catalyst Waystar TruBridge Omnicell HealthStream Premier ExlService WNS Genpact (Mgmt.) (1) Median: 18% Median: 7% 50% 31% 31% 21% 19% 19% 18% 14% 7% 8% 4% 8% 6% NM (2%)
Rover (Street) Rover Health Catalyst Omnicell Evolent Health Progyny HealthEquity TruBridge Waystar HealthStream Premier Phreesia ExlService Genpact WNS (Mgmt.) (1) Median: 16% Median: 20% 41% 39% 30% 26% 27% 23% 23% 20% 19% 18% 15% 12% 11% 11% 10%
Rover (Street) Rover HealthEquity Waystar Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact (Mgmt.) (1) Source: FactSet as of July 17, 2024. Note: Rover consensus estimates shown are
current (as of July 17, 2024). 19 ‘NM’ denotes CY24E-25E EBITDA growth of >50% and <(50%). (1) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY24E-25E Adjusted CY24E-25E Adjusted
EBITDA Margin EBITDA Growth Revenue Growth
Legend Selected Healthcare Technology Selected Business Process
Outsourcing CY25E Trading Statistics of Selected Companies (1) EV ($Bn): $7.3 $8.0 $5.2 $1.5 $0.9 $2.5 $2.2 $1.4 $3.3 $0.4 $0.3 $5.9 $2.9 $7.2 Current: (2) 2.8x Median: 1.7x Median: 2.1x 6.0x 5.4x 3.0x 2.9x 2.8x 2.4x 2.1x 1.7x 1.5x 1.8x 1.2x 1.1x
1.1x 1.0x Rover HealthEquity Waystar Phreesia HealthStream Progyny Premier Omnicell Evolent Health Health Catalyst TruBridge ExlService WNS Genpact (Unaffected) (1) Current: Median: 10.5x (2) Median: 8.9x 10.8x 29.7x 14.5x 14.3x 13.7x 12.5x 10.8x
10.2x 10.0x 9.8x 9.1x 8.9x 7.9x 6.8x 5.7x Rover Phreesia HealthEquity Waystar HealthStream Omnicell Evolent Health Health Catalyst Progyny TruBridge Premier ExlService WNS Genpact (Unaffected) (1) Source: FactSet as of July 17, 2024. (1) Statistics
based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the 20 NMC Draft Proposal. (2) Current Rover statistics as of July 17, 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY25E Adj.
EBITDA CY25E Revenue Multiple Multiple
Confidential Preliminary Draft Subject to Change Barclays Disclaimer The
preceding pages contain material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation
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Confidential Preliminary Draft Subject to Change Qatalyst Partners
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formation documents, or other forms of identification, to verify information provided. n 22
Exhibit (c)(xi) PR PRELIMINA ELIMINAR RY Y D DRA RAF FT T C Con
onfidenti fidentia all Project Rover Materials for Discussion July 31, 2024
Summary of Transaction Statistics ($MM, except per share amounts) Rover
Unaffected Rover Current NMC TB+ CD&R as of 2/23/24 (1) as of 7/30/24 Proposal Proposal Illustrative Share Price: $11.10 $12.90 $14.05 $14.30 Implied Transaction Premium Statistic Premium to Price Prior to Public Filing of February 26, 2024 NMC
Draft Proposal (February 23, 2024) (1) $11.10 - 16% 27% 29% Premium to Current Price (July 30, 2024) 12.90 (14%) - 9% 11% Premium to 30-Day VWAP (Prior to Public Filing of the February 26, 2024 NMC Draft Proposal) (2) 10.31 8% 25% 36% 39% Premium to
LTM High Share Price (August 2, 2023) (3) 18.49 (40%) (30%) (24%) (23%) Premium to LTM Low Share Price (January 11, 2024) (3) 9.11 22% 42% 54% 57% Implied Valuation & Multiples Fully-Diluted Equity Value (4) $5,113 $6,042 $6,606 $6,729
Fully-Diluted Enterprise Value (4)(5) $7,286 $8,172 $8,736 $8,859 Rover Street Case (6)(7) Adj. EBITDA Multiples Statistic CY24E $630 10.7x 13.0x 13.9x 14.1x CY25E 761 9.1 10.7 11.5 11.6 Rover Management Plan (8)(9) Adj. EBITDA Multiples (Excl.
Ascension Impact) (10) Statistic CY24E $655 11.1x 12.5x 13.3x 13.5x CY25E 766 9.5 10.7 11.4 11.6 Note: Current market prices as of July 30, 2024. (6) Rover Street Case based on FactSet mean consensus estimates as of July 30, 2024. (1) Rover
Unaffected Fully-Diluted Equity Value and Fully-Diluted Enterprise Value based on Rover’s stock price, capitalization, and balance sheet (7) Rover Unaffected Street Case multiples based on FactSet mean consensus estimates as of February 23,
2024, the last trading day prior information publicly available as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. to public filing of the NMC Draft Proposal. (2) Volume-weighted average price based on
trading days per FactSet as of February 23, 2024, the last trading day prior to public filing of the NMC Draft (8) Rover Management Plan provided by Rover Management in July 2024. Proposal. (9) Rover Unaffected Management Plan multiples based on
Rover Management Plan provided by Rover Management as of July 2024. (3) LTM as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. (10) 2024 and 2025 Rover Management Plan statistics shown exclude Ascension
impact to revenue of ($74MM) and $51MM in CY24E and CY25E, 2 (4) Rover capitalization as of July 30, 2024 provided by Rover Management. respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover
Management in July 2024. (5) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. CONFIDENTIAL | PRELIMINARY DRAFT
Comparison of Proposals vs. Rover Share Price Over Time From January 2,
2015 to Current (July 30, 2024) Jan. 10, 2022 Nov. 8, 2022 Jul. 19, 2024 Rover announces all-stock TCP-ASC files 13D amendment Announces Q3'22 earnings $35.00 acquisition of Cloudmed for $4.1Bn regarding its intent to enter a miss and retirement of
Joe partnership with CD&R to make Flanagan / appointment 1-Day Price Rxn.: (1%) a joint proposal of Lee Rivas as CEO 1-Day Price Rxn.: +4% 1-Day Price Rxn.: (50%) $30.00 Jul. 1, 2024 NMC requests standstill waiver to submit revised proposal and
$25.00 attaches draft proposal for $13.25 / share 1-Day Price Rxn.: (13%) $20.00 TB + CD&R Feb. 26, 2024 Proposal: $14.30 Public filing of the NMC Draft $15.00 Proposal for $13.75 / share (all-cash) NMC Proposal: and issuance of open letter
regarding $14.05 NMC Draft Proposal by Coliseum Unaffected Price Capital, including a statement on (1) (2/23) : $11.10 potential participation from TCP-ASC $10.00 Current: $12.90 1-Day Price Rxn.: +25% July 5, 2024 $5.00 TCP-ASC files 13D amendment
after market close requesting a waiver of its standstill to submit a proposal to acquire Rover at a price higher than $13.25 per share and that it is in discussions with Joe Flanagan to serve as a senior executive of Rover following a transaction
1-Day Price Rxn.: +16% $0.00 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of July 30, 2024. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the last
trading day prior to public filing of the NMC Draft Proposal. 3 CONFIDENTIAL | PRELIMINARY DRAFT
Overview of Rover Daily Trading From Week of Request for Waiver of
Standstill (January 22, 2024) to Current (July 30, 2024) Share Trading Jul. 1, 2024 July 5, 2024 Mar. 11, 2024 Feb. 26, 2024 Price NMC requests standstill waiver to TCP-ASC files 13D amendment Volume (000s) Rover announces the formation of the
special committee; TCP- Public filing of the NMC Draft Proposal ASC files 13D amendment disclosing request for a waiver of submit proposal and attaches draft after market close requesting a $15.00 for $13.75 / share (all-cash) and issuance 35,000
proposal for $13.25 / share take-over statutes and a statement that they are not a seller waiver of its standstill to submit a TB + CD&R of open letter regarding NMC Draft 1-Day Price Rxn.: (13%) 1-Day Price Rxn.: +1% proposal to acquire Rover
at a Proposal by Coliseum Capital Proposal: price higher than $13.25 per share 1-Day Price Rxn.: +25% $14.30 and that it is in discussions with $14.00 30,000 Joe Flanagan to serve as a senior NMC May 7, 2024 executive of Rover following a Jan. 26,
2024 Proposal: Limited standstill waiver sent to transaction NMC delivers a private request $14.05 NMC and TCP-ASC 1-Day Price Rxn.: +16% for the waiver of certain 1-Day Price Rxn.: +3% provisions of their Investor Rover $13.00 25,000 Rights
Agreement $12.90 (1) +16% vs. 2/23 Feb. 22, 2024 (7%) vs. 2/26 UnitedHealth announces July 19, 2024 $12.00 20,000 suspected cybersecurity breach TCP-ASC files Mar. 19, 2024 of Change Healthcare IT systems 13D amendment Rover discloses it has hired
advisors 1-Day Price Rxn.: (0%) June 13, 2024 regarding its to the Special Committee and that it Special Committee grants waiver intent to enter a has rejected TCP-ASC and NMC’s May 8, 2024 May 8, 2024 $11.00 extension to NMC and TCP-
partnership with 15,000 request for a waiver of the standstill Cyberattack disrupts Rover announces ASC through July 12 CD&R to make a agreement Ascension Q1’24 earnings results joint proposal 1-Day Price Rxn.: +4% 1-Day Price Rxn.: (1%)
Healthcare IT (Pre-Market) 1-Day Price systems 1-Day Price Rxn.: Selected Rxn.: +4% +3% (2) $10.00 10,000 HCT (1) (4%) vs. 2/23 (4%) vs. 2/26 $9.00 5,000 $8.00 0 1/22 1/241/26 1/30 2/1 2/5 2/7 2/9 2/13 2/152/20 2/22 2/262/28 3/1 3/5 3/7 3/113/13
3/153/19 3/21 3/25 3/27 4/1 4/3 4/5 4/9 4/11 4/15 4/174/19 4/23 4/25 4/29 5/1 5/3 5/7 5/9 5/13 5/15 5/175/21 5/235/28 5/30 6/3 6/5 6/7 6/116/13 6/17 6/20 6/24 6/266/28 7/2 7/5 7/9 7/117/15 7/17 7/19 7/23 7/257/29 Source: Closing prices and volumes
per FactSet as of July 30, 2024. (1) Unaffected statistics as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 4 (2) Selected healthcare technology (“HCT”) group includes HealthEquity, Evolent
Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge. Excludes Waystar due to limited trading history. CONFIDENTIAL | PRELIMINARY DRAFT
Summary of Valuation Analyses Selected Companies Analysis (2)(3)
Selected Transaction Analysis (2)(3) Valuation Discounted Cash Analysis Flow Analysis (1)(2)(3) Fully Diluted Enterprise Value / Adjusted EBITDA Multiples WACC Range: 10.5% - 13.0% LTM Adjusted EBITDA NTM Adjusted EBITDA CY25E Adjusted EBITDA
Multiple Range: Reference Multiple Range (8): Multiple Range (9): Range Perpetuity Growth Rate Range: 8.0x - 12.0x 3.5% - 5.0% 12.0x - 16.0x 11.0x - 15.0x Rover Management Plan Financial Case Rover Management Plan (4) Rover Street Case (6) Rover
Actuals (7) Rover Street Case (6) (Excl. Ascension Impact) (5) $17.22 $16.25 TB + CD&R $15.84 Proposal: $14.98 $14.86 $14.30 NMC Proposal: Implied Rover $14.05 $11.97 Price Per Share Unaffected $10.92 (10) Price : $11.10 $8.69 $8.61 $8.14 (1)
Present values as of June 30, 2024, assuming mid-period discounting. Assumes current Rover shareholders incur ~8.4% cumulative dilution through Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted
EBITDA of ($85MM) issuance of equity awards over the projected period per Rover Management. Assumes utilization of NOLs per Rover Management as of July 2024. and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. (2) Common
shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares calculated (6) Rover Street Case projections based on FactSet mean consensus estimates as of July 30, 2024. using treasury stock
method. (7) Historical statistics per latest available publicly filed Rover financial statements. LTM adj. EBITDA adjusted for Acclara LTM Adjusted (3) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024.
EBITDA of $25M per publicly filed Rover investor presentation dated December 6, 2023. (4) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown include (8) LTM represents the
twelve-month period ending March 31, 2024. Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) (9) NTM represents the twelve-month period ending March 31, 2025. and $49MM in
CY24E and CY25E, respectively, per Rover Management in July 2024. (10) Unaffected statistics as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 5 (5) Rover Management Plan provided by Rover Management in
July 2024. 2024 and 2025 Rover Management Plan statistics shown exclude CONFIDENTIAL | PRELIMINARY DRAFT
Rover Financial Overview and Valuation Analyses 6
Legend Rover Street Case Rover Mgmt. Plan Overview of Rover Management
Plan vs. Rover Street Case Revenue ($MM) Adjusted EBITDA ($MM) Actual Projection Actual Projection Budget Budget (2) (2) 2024E EBITDA Guidance 2024E Rev. Guidance $1,301 $596 $625 - $650 $2,600 - $2,640 $1,202 $2,308 $4,261 $4,057 $1,136 $3,962 (3%)
gr. (1) $3,680 Organic Rev. $2,269 (1) Organic EBITDA $536 $1,008 Excludes $295M rev. $3,204 (13%) gr. $1,109 Excludes $34M EBITDA contribution $874 $3,677 contribution from Acclara $2,964 from Acclara (11% mgn.) $815 $1,001 $3,392 $630 $2,603
CY24E-CY28E CAGR: 12% CY24E-CY28E CAGR: 16% $870 $3,123 $2,254 $570 $614 $2,913 CY24E-CY30E CAGR: 9% CY24E-CY30E CAGR: 15% $1,806 $761 $2,564 $1,475 (3) $424 Excl. Ascension Impact $346 (3) $655 $766 Excl. Ascension Impact $2,639 $2,913 2021A 2022A
2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2.6% 20.8% 14.3% 15.9% 12.7% Street EBITDA Gr.: Forecast vs. Street: (1.5%) 1.8% (2.5%) (7.8%) (9.4%) (7.2%) 43.0% 7.3% 14.5% 10.7% 8.4% 8.2%
Mgmt. EBITDA Gr.: # Brokers: 16 16 10 3 3 Forecast vs. Street: (9.6%) 7.1% 0.5% (0.7%) (2.5%) # Brokers: 16 16 10 3 3 Revenue Growth YoY (%) Adjusted EBITDA Margin (%) Actual Projection Actual Projection Budget Budget (1) Organic Rev. Gr. 2% 31% 30%
Excludes $295M rev. 30% 26% 25% contribution from Acclara 30% 1% 22% 28% 24% 28% 27% 28% 16% 15% 16% 15% 27% 27% 24% 23% 23% 26% 10% 10% 14% (1) Organic EBITDA Mgn. 12% 22% (3) Excludes $34M EBITDA contribution Excl. Ascension Impact 8% 9% from
Acclara (11% mgn.) 8% 8% (3) Excl. Ascension Impact 17% 10% 25% 26% 5% 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E Source: Rover filings and FactSet as of July 30, 2024.
Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics (1) Organic statistics adjusted for Acclara acquisition per publicly filed Rover investor presentation dated December 6, 2023; statistics
per Rover Management as April 2024. shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in (2) Per Rover Q1’24 earnings announcement dated May 8,
2024. CY24E and CY25E, respectively, per Rover Management in July 2024. (3) Excludes Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, respectively; excludes Ascension impact to adjusted EBITDA of ($85MM) 7 Note: Historical
statistics per latest available publicly filed Rover financial statements. Street consensus estimates for 2029E and onwards are and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. excluded due to limited broker coverage.
CONFIDENTIAL | PRELIMINARY DRAFT
Rover Analyst Price Targets and Valuation Methodologies Price Target
Valuation Methodology Summary Date Broker Rating Unaffected (1) Current Methodology Revenue DCF 5/14/2024 Cantor Fitzgerald Buy $20.00 $20.00 3.4x CY25E Revenue and 12.1x CY25E EBITDA 7% 14% 7/10/2024 TD Cowen Buy 20.00 20.00 DCF Analysis 7/19/2024
RBC Buy 19.00 19.00 ~14.0x CY25E EBITDA (2) 7/5/2024 Leerink Buy - 17.00 ~12.0x CY25E EBITDA 7/8/2024 Morgan Stanley Buy 17.00 17.00 12.0x CY25E EBITDA 7/5/2024 Citi Buy 14.00 16.00 12.5x CY25E EBITDA 7/24/2024 Stephens Buy 16.00 16.00 12.0x CY25E
EBITDA 7/7/2024 Truist Hold 16.00 16.00 ~11.0x CY25E EBITDA; Illustrative LBO Analysis EBITDA 7/22/2024 Deutsche Bank Hold 15.00 16.00 12.5x CY25E EBITDA 79% 7/7/2024 Jefferies Buy 18.00 15.00 11.0x CY25E EBITDA 7/19/2024 Cannacord Genuity Buy 17.00
15.00 14.5x CY24E EBITDA 7/24/2024 Guggenheim Buy 17.00 15.00 13.0x CY25E EBITDA Ratings Summary 7/10/2024 Evercore Hold 12.00 14.00 Blended DCF and Valuation Multiples Median $17.00 $16.00 Represents a 44% premium to Rover unaffected (1) price of
$11.10 Mean $16.06 $16.62 Hold 23% Current Price Targets $20.00 $20.00 $19.00 TB + CD&R $17.00 $17.00 $16.00 $16.00 $16.00 $16.00 $15.00 $15.00 $15.00 Proposal: $14.30 $14.00 NMC Proposal: $14.05 Unaffected (1) Price : $11.10 Buy (2) 77% Cantor
TD Cowen RBC Leerink Morgan Citi Stephens Truist Deutsche Jefferies Cannacord Guggenheim Evercore Fitzgerald Stanley Bank Genuity Source: FactSet and Wall Street research as of July 30, 2024. Note: Excludes research not available to Qatalyst. Baird
and KeyBanc excluded given there has been no research including price targets published since the Special Committee meeting on April 17, 2024. JPM and Barclays excluded given discontinuation of coverage due to involvement in potential transaction. 8
(1) Price based on unaffected date as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. (2) Leerink prior price target excluded as their last published report including a price target (prior to current) was
published in February 2023. CONFIDENTIAL | PRELIMINARY DRAFT
Legend CY25E EBITDA CY24E EBITDA Evolution of Rover EBITDA Street
Estimates Over Time Rover CY24E and CY25E EBITDA Street Estimates Since Q3’23 Earnings (10/15/23 – 7/30/24) Timeline of Recent Events $900 • November 2, 2023: Announced Q3’23 earnings and termination of Pediatrix ($MM)
Unaffected Current 1 contract, but no additional new customer announcements. Guidance implied 1 2/23/2024 (1) 7/30/2024 % Δ Q4’23 would miss estimates. CY24E EBITDA $684 $630 (7.8%) • November 13, 2023: Disclosed late filing of
Q3’23 10-Q and restatement of 2 CY25E EBITDA $799 $761 (4.7%) $850 past financial statements due to accounting issue. 2 Project Rover Process • December 6, 2023: Announced acquisition of Acclara and Providence E2E 3 3 4 5 6 contract.
• January 8, 2024: Pre-announced Q4’23 earnings. Revenue missed Street $800 4 7 expectations but EBITDA slightly beat. 8 5• January 17, 2024: Completed acquisition of Acclara ($25M annual EBITDA contribution disclosed at announce).
$750 6 • February 21, 2024: UnitedHealth announced suspected cybersecurity breach of 1 Change Healthcare IT systems. 2 • February 27, 2024: Announced Q4’23 earnings. EBITDA guidance for FY24 7 3 missed street expectations by 3%.
$700 4 5 6 8• May 8, 2024: Announced Q1’24 earnings. Reduced FY24 EBITDA guidance by 7 ~$23M (~3%). Cyberattack disrupts Ascension Healthcare IT systems. 8 $650 Potential Factors Not Reflected in Current Estimates • Impact of
Ascension Healthcare Cyber Breach • Impact of Ascension Divestitures $600 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Source: FactSet and Company filings as of July 30, 2024. (1) Unaffected statistics as of February
23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. 9 CONFIDENTIAL | PRELIMINARY DRAFT
Average Trading Statistics Over Time Unaffected 2017 2018 2019 2020
2021 2022 2023 2024YTD (4)(5) (2/23/24) (6) Current (5) (4) (4) Rover (1) NM 29.1x 17.7x 17.4x 23.6x 18.3x 13.2x 9.3x 10.7x 12.5x Rover Long-Term Trading NTM Rev. Gr. 79% 80% 30% 8% 16% 15% 13% 13% - 6% NTM EBITDA Gr. NM NM NM 30% 33% 18% 17% 9% -
5% NTM EBITDA Mgn. 2% 7% 14% 19% 23% 26% 27% 27% - 24% vs. Selected Companies Selected HCT (2) 15.3x 18.1x 16.7x 16.9x 20.0x 17.9x 14.7x 11.5x 12.3x 10.9x NTM Rev. Gr. 20% 12% 14% 13% 13% 17% 13% 9% - 9% NTM EBITDA Gr. (2%) (17%) 198% (8%) 23% 21%
32% 3% - (2%) NTM EBITDA Mgn. 20% 21% 19% 14% 14% 11% 15% 17% - 18% From January 2, 2017 to Current (July 30, 2024) Selected Business Process Outsourcing (3) 10.7x 11.6x 11.7x 12.0x 12.3x 11.6x 9.5x 8.0x 8.3x 8.9x NTM Rev. Gr. 9% 11% 10% 2% 10% 11%
10% 6% - 6% NTM EBITDA Gr. 19% 20% 21% 2% 7% 11% 11% 8% - 6% NTM EBITDA NTM EBITDA Mgn. 17% 17% 18% 18% 21% 21% 22% 22% - 21% Multiple (7) COVID-19 24.0x Legend 22.0x Rover (2) Selected Healthcare Technology (3) Selected Business Process Outsourcing
20.0x 18.0x 16.0x 14.0x Unaffected (5) (2/23) : 10.7x 12.0x Current: 12.5x Selected HCT Current: 10.9x 10.0x Selected BPO Current: 8.9x 8.0x 6.0x 4.0x Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Source: FactSet as of July 30, 2024.
Limited analyst coverage for Rover until August 2017. (4) 2024YTD average statistics for Rover calculated up until February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. Note: Certain statistics shown pro forma for
Rover’s acquisition of Cloudmed from June 21, 2022 to August 2, 2023. (5) LTM statistics used to calculate NTM revenue growth for 2024YTD and Current are pro forma for Acclara acquisition per publicly filed Rover investor (1) Rover revenue
growth is not pro forma for acquisitions. presentation dated December 6, 2023. 10 (2) Selected healthcare technology (“HCT”) group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health
Catalyst, and (6) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. TruBridge. Excludes Waystar due to limited trading history. (7)
COVID-19 period from February 19, 2020 to November 9, 2021. (3) Selected business process outsourcing group includes Genpact, Exlservice, and WNS. CONFIDENTIAL | PRELIMINARY DRAFT
Legend Selected Healthcare Technology Selected Business Process
Outsourcing CY25E Operating Statistics of Selected Companies Rev. $2,913 $2,913 (1) $497 $2,988 $1,429 $1,339 $343 $968 $355 $1,131 $308 $1,285 $2,017 $1,404 $4,873 ($MM): Median: 10% Median: 9% 18% 16% 16% 14% 12% 11% 12% 10% 9% 10% 6% 7% 6% 5%
(0%) Rover (Street) Rover Phreesia Evolent Health Progyny HealthEquity Health Catalyst Waystar TruBridge Omnicell HealthStream Premier ExlService WNS Genpact (Mgmt.) (1) Median: 18% Median: 8% 50% 32% 31% 21% 19% 18% 17% 19% 14% 8% 7% 8% 7% NM (2%)
Rover (Street) Rover Health Catalyst Omnicell Evolent Health Progyny HealthEquity TruBridge Waystar HealthStream Premier Phreesia WNS ExlService Genpact (Mgmt.) (1) Median: 16% Median: 20% 41% 39% 30% 26% 26% 25% 23% 20% 19% 18% 15% 12% 11% 11% 10%
Rover (Street) Rover HealthEquity Waystar Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact (Mgmt.) (1) Source: FactSet mean consensus estimates as of July 30, 2024. Note: ‘NM’
denotes CY24E-25E EBITDA growth of >50% or <(50%). 11 (1) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E
and CY25E, respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY25E YoY CY25E YoY CY25E YoY Adjusted EBITDA Margin Adjusted EBITDA
Growth Revenue Growth
Legend Selected Healthcare Technology Selected Business Process
Outsourcing CY25E Trading Statistics of Selected Companies (1) EV ($Bn): $7.3 $8.0 $5.4 $1.6 $0.8 $2.3 $2.5 $1.4 $3.7 $0.4 $0.4 $6.0 $2.9 $7.3 Median: 1.8x Median: 2.1x Current: (2) 2.8x 6.0x 5.6x 3.1x 3.0x 2.7x 2.4x 2.1x 1.7x 1.5x 1.8x 1.3x 1.2x
1.1x 1.0x Rover HealthEquity Waystar Phreesia HealthStream Premier Progyny Omnicell Evolent Health Health Catalyst TruBridge ExlService WNS Genpact (Unaffected) (1) Median: 11.2x Median: 8.4x 31.0x Current: (2) 10.7x 14.6x 14.5x 14.2x Selected
Companies Adjusted 11.7x EBITDA Range: 8.0x – 12.0x 11.3x 11.0x 10.6x 9.6x 9.1x 8.4x 8.1x 6.9x 6.1x Rover Phreesia HealthEquity Waystar HealthStream Evolent Health Omnicell Health Catalyst Progyny TruBridge Premier ExlService WNS Genpact
(Unaffected) (1) Source: FactSet mean consensus estimates as of July 30, 2024. (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal.
12 (2) Current Rover statistics per FactSet mean consensus estimates as of July 30, 2024. CONFIDENTIAL | PRELIMINARY DRAFT Adjusted EBITDA Multiple Revenue Multiple
Summary of Rover Unlevered Free Cash Flow Projections ($MM) Rover
Management Plan (1) Q3-Q4 '24-'30E '25-'30E CY2024E CY2025E CY2026E CY2027E CY2028E CY2029E CY2030E CAGR CAGR Revenue $1,330 $2,964 $3,123 $3,392 $3,677 $3,962 $4,261 9% 8% % Growth - 16% 5% 9% 8% 8% 8% Adjusted EBITDA $265 $815 $874 $1,001 $1,109
$1,202 $1,301 15% 10% % Margin 20% 28% 28% 30% 30% 30% 31% Net Operating Profit After Taxes $63 $342 $367 $451 $523 $583 $635 % Margin 5% 12% 12% 13% 14% 15% 15% Unlevered Free Cash Flow (2) $135 $405 $504 $580 $631 $688 $737 29% 13% % Growth - 14%
16% 17% 17% 17% 17% % Margin 10% 14% 16% 17% 17% 17% 17% Memo: Annual Dilution - 1% 1% 1% 1% 1% 2% Memo: Cumulative Dilution - 1% 2% 4% 5% 7% 8% Value of NOLs (3) NOL Starting Balance $87 $77 $57 $44 $39 $35 $31 NOLs Utilized 10 20 14 4 4 4 4 NOL
Tax Savings @ 21% Tax Rate $2 $4 $3 $1 $1 $1 $1 (1) Rover Management Plan provided by Rover Management in July 2024. 2024 and 2025 Rover Management Plan statistics shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E,
respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. 13 (2) UFCF shown excludes any impact from NOL utilization. (3) Utilization of NOLs per Rover Management as of July
2024. CONFIDENTIAL | PRELIMINARY DRAFT
Rover Discounted Cash Flow Analysis Summary of Discounted Cash Flow
Assumptions • Unlevered free cash flow projections and terminal value discounted to June 30, 2024 using mid-period convention • Excludes impact of stock-based compensation, amortization of intangibles, depreciation and non-recurring
expenses in unlevered free cash flow • Weighted average cost of capital range of 10.5% to 13.0% • Terminal value based on perpetuity growth rate range of 3.5% to 5.0% • Assumes current shareholders incur ~1% annual dilution through
issuance of equity awards throughout the projection period, representing ~8.4% cumulative dilution per Rover Management • Assumes long-term effective tax rate of 21% per Rover Management • Rover NOL balance of $87MM separately valued on
a discounted present value basis using a tax savings schedule per Rover Management ($MM, except per share amounts) Present Value as of June 30, 2024 Discount Rate: 10.5% 11.75% 13.0% Terminal Perpetuity Growth Rate 3.5% 4.3% 5.0% 3.5% 4.3% 5.0% 3.5%
4.3% 5.0% Implied Terminal NTM EBITDA Multiple: 8.5x 9.5x 10.8x 7.3x 8.0x 8.9x 6.3x 6.9x 7.5x PV of Unlevered FCFs Adj. for Dilution (Q3 CY24E - CY30E) $2,477 $2,477 $2,477 $2,386 $2,386 $2,386 $2,301 $2,301 $2,301 PV of Terminal Value Adj. for
Dilution (CY31E & Beyond) $5,518 $6,225 $7,124 $4,376 $4,849 $5,426 $3,555 $3,888 $4,283 % of Enterprise Value in Terminal Value 69% 72% 74% 65% 67% 69% 61% 63% 65% Implied Enterprise Value $7,995 $8,702 $9,601 $6,762 $7,235 $7,812 $5,856 $6,189
$6,584 Less: Debt (1) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) (2,293) Plus: Cash (1) 163 163 163 163 163 163 163 163 163 Plus: PV of NOLs Adj. for Dilution (Q3 CY24E & Beyond) (2) 12 12 12 11 11 11 11 11 11 Implied Equity
Value $5,877 $6,583 $7,483 $4,644 $5,116 $5,694 $3,737 $4,070 $4,465 Implied Price Per Share (3) $12.56 $14.00 $15.84 $10.04 $11.01 $12.19 $8.14 $8.84 $9.66 Premium/(Discount) to Unaffected (4) 13% 26% 43% (10%) (1%) 10% (27%) (20%) (13%) Note:
Assumes mid-period discounting convention. Rover Management Plan provided by Rover Management in July 2024. (2) Rover NOL balance of $87MM separately valued on a discounted present value basis using a tax savings schedule per Rover Management 2024
and 2025 Rover Management Plan statistics shown include Ascension impact to revenue of ($74MM) and $51MM in CY24E and CY25E, in July 2024. respectively, and impact to adjusted EBITDA of ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover
Management in July (3) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares 14 2024. calculated using treasury stock method. (1) Balance sheet statistics as of the period ended
June 30, 2024 per Rover Management in July 2024. (4) Implied premium based on unaffected price as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT
Selected Companies Analysis ($MM, except per share amounts) Selected
Companies Analysis Rover Management Plan (Excl. Ascension Impact) (1) Rover Street Case (2) Reference Range Reference Range Statistic Low High Statistic Low High Fully Diluted Enterprise Value / CY25E Adjusted EBITDA Multiple $766 $761 Selected
Multiple Range 8.0x 12.0x 8.0x 12.0x Implied Rover Share Price (3)(4) $8.69 $14.98 $8.61 $14.86 Source: FactSet as of July 30, 2024. (3) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully
diluted shares (1) Rover Management Plan provided by Rover Management in July 2024. 2025 Rover Management Plan statistics shown exclude Ascension calculated using treasury stock method. 15 impact to revenue of $51MM and impact to adjusted EBITDA of
$49MM per Rover Management in July 2024. (4) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. (2) Rover Street Case projections based on FactSet mean consensus estimates as of July 30, 2024.
CONFIDENTIAL | PRELIMINARY DRAFT
Legend Selected Business Process Outsourcing Transactions * Selected
Transaction Statistics Selected Transactions LTM Selected Transactions NTM Selected Healthcare Technology and BPO Transactions Greater than $1Bn Since 2014 EBITDA Range: 12.0x – 16.0x EBITDA Range: 11.0x – 15.0x ($MM) Transaction
Multiples Premium (1) NTM Operating Statistics Annc. FD Equity FD Enterprise Revenue Adj. EBITDA Unaffected LTM Revenue Adj. EBITDA Date Target Acquiror Description Value Value LTM NTM LTM NTM 1-Day High $ Growth Margin 08/19/21 Inovalon Nordic
Capital Cloud-based SaaS healthcare solutions $6,415 $7,227 10.1x 8.8x 29.0x 25.0x 25% 20% $819 14% 35% 01/10/22 Cloudmed Rover Revenue cycle management solutions 3,198 4,054 12.2 9.1 30.4 21.2 – – 446 35% 43% 09/06/23 NextGen Healthcare
Thoma Bravo EHR and practice management solutions for ambulatory practices 1,638 1,731 2.6 2.4 14.5 18.9 46% 15% 730 8% 13% 09/15/14 TriZetto Cognizant RCM specialist with services including enterprise and component software – 2,700 3.8 3.5
19.0 17.6 – – 768 8% 20% * 12/21/20 HMS Veritas (Gainwell) Cost containment software for providers 3,370 3,399 5.3 4.6 21.1 16.6 10% 10% 735 14% 28% 06/19/18 Cotiviti Veritas (Verscend) Healthcare analytics for clinical datasets 4,328
4,909 6.7 6.4 17.9 15.9 32% 0% 764 4% 40% 08/09/16 Press Ganey EQT Patient experience and workforce engagement solutions 2,246 2,384 6.9 6.2 18.2 15.9 0% (1%) 385 12% 39% 12/20/21 Cerner Oracle Leading EHR solutions provider 28,305 28,938 5.1 4.8
15.4 14.1 20% 14% 6,027 6% 34% 11/11/18 athenahealth Veritas Capital & Elliott EHR, RCM, and patient engagement software and services 5,695 5,650 4.3 3.9 14.9 14.0 27% (4%) 1,438 10% 28% 06/21/22 Convey TPG Technology and services solution for
government-sponsored health plans 825 1,076 3.1 2.6 15.7 13.4 113% (19%) 410 17% 20% 01/06/21 Change Healthcare United HC (Optum Health) Revenue and payment cycle management software 8,267 13,051 4.2 3.9 14.1 13.0 41% 37% 3,331 8% 30% 11/02/15
MedAssets Pamplona Healthcare performance improvement company 1,966 2,755 3.6 3.6 11.5 11.3 32% 32% 763 (0%) 32% 06/14/18 Intelenet Teleperformance India-based BPO offering contact center and RPA solutions – 1,000 2.2 2.0 12.0 10.9 –
– 494 10% 19% * 06/18/21 Sykes Enterprises Sitel Group Multinational provider of BPO and IT consulting services 2,222 2,157 1.2 1.1 10.0 9.8 31% 17% 1,878 7% 12% * 06/28/18 Convergys SYNNEX Provider of customer experience outsourcing services
2,478 2,767 1.0 1.0 7.9 8.3 17% (1%) 2,639 (4%) 13% * 03/28/22 Ensemble Health Berkshire Partners & Warburg Pincus Revenue cycle management solutions for health systems – 5,000 6.2 NA 18.7 NA – – – – –
11/22/21 athenahealth Bain & H&F EHR, RCM, and patient engagement software and services 17,000 17,000 8.9 – 16.1 – – – 1,900 – 56% Median: 4.2x 3.6x 15.4x 14.0x 31% 10% 8% 28% Mean: 4.3 3.6 15.1 13.8 34% 9% 8%
27% NMC Proposal @ $14.05 (2)(3)(4) 3.4x 3.2x 13.6x 13.3x 27% (24%) 6% 24% TB + CD&R Proposal @ $14.30 (2)(3)(4) 3.5x 3.3x 13.8x 13.5x 29% (23%) 6% 24% Source: Capital IQ, FactSet, company filings, company press releases and Wall Street
research. (2) Common shares outstanding, RSUs, PBRSUs, options, and warrants per Rover Management as of July 30, 2024. Fully diluted shares Note: '–' = Not publicly available or not meaningful. Multiples greater than 50.0x or negative
considered not meaningful. calculated using treasury stock method. Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. (1) Unaffected premium indicates premium based on day prior to rumors of a potential
transaction, or premium based on day prior to transaction (3) LTM statistics pro forma for Acclara acquisition per publicly filed Rover investor presentation dated December 6, 2023. 16 announcement if no substantial rumors existed. Premium to LTM
High for Rover as of period ended February 23, 2024, the last trading day (4) Premium shown is to Rover price as of February 23, 2024, the last trading day prior to public filing of the NMC Draft Proposal. prior to public filing of the NMC Draft
Proposal. CONFIDENTIAL | PRELIMINARY DRAFT
Selected Transaction Analysis ($MM, except per share amounts) Selected
Transaction Analysis Reference Range Statistic (5) Low High Rover Actuals (1) Fully Diluted Enterprise Value / LTM Adjusted EBITDA Multiple $643 Selected Multiple Range 12.0x 16.0x Implied Rover Share Price (3)(4) $11.97 $17.22 Rover Street Case (2)
Fully Diluted Enterprise Value / NTM Adjusted EBITDA Multiple $654 Selected Multiple Range 11.0x 15.0x Implied Rover Share Price (3)(4) $10.92 $16.25 Source: FactSet as of July 30, 2024. (3) Common shares outstanding, RSUs, PBRSUs, options, and
warrants per Rover Management as of July 30, 2024. Fully diluted shares (1) LTM Adjusted EBITDA adjusted for Acclara LTM Adjusted EBITDA of $25M per publicly filed Rover investor presentation dated calculated using treasury stock method. 17 December
6, 2023. (4) Balance sheet statistics as of the period ended June 30, 2024 per Rover Management in July 2024. (2) Rover projections based on FactSet mean consensus estimates as of July 30, 2024. (5) LTM statistics as of the period ended March 31,
2024. NTM statistics as of the period ended March 31, 2025. CONFIDENTIAL | PRELIMINARY DRAFT
Appendix
Trading and Operating Statistics of Selected Companies ($MM, except per
share amounts) FD Capitalization Trading Statistics Operating Statistics Enterprise Value / Revenue Adj. EBITDA Revenue Adj. EBITDA $ % Growth $ Margins % Growth NTM Multiples Stock Price Equity Ent. Company (FYE) 7/30/2024 Value Value CY24E CY25E
CY24E CY25E CY24E CY25E '23-24E '24-25E CY24E CY25E CY24E CY25E '23-24E '24-25E Rover (Street) (Current) (Dec.) (1) $12.90 $6,042 $8,172 3.1x 2.8x 13.0x 10.7x $2,603 $2,913 15% 12% $630 $761 24% 26% 3% 21% Rover (Street) (Unaffected) (Dec.) (2)
11.10 5,113 7,286 2.7 2.4 10.7 9.1 2,688 3,068 19% 14% 684 799 25% 26% 11% 17% Rover (Mgmt.) (Excl. Ascension Impact) (Dec.) (3) - - - - - - - 2,639 2,913 17% 10% 655 766 25% 26% 7% 17% Selected Healthcare Technology HealthEquity (Jan.) $78.42
$7,126 $7,986 6.8x 6.0x 17.1x 14.5x $1,171 $1,339 18% 14% $466 $551 40% 41% 26% 18% Waystar (Dec.) 23.32 4,056 5,372 6.1 5.6 15.2 14.2 884 968 12% 10% 352 379 40% 39% - 8% Evolent Health (Dec.) 23.71 2,855 3,675 1.4 1.2 14.8 11.3 2,576 2,988 31% 16%
248 325 10% 11% 27% 31% Progyny (Dec.) 28.95 2,839 2,467 2.0 1.7 11.3 9.6 1,234 1,429 13% 16% 218 258 18% 18% 16% 19% Premier (Jun.) 21.31 2,267 2,335 1.8 1.8 6.0 6.1 1,287 1,285 (2%) (0%) 391 382 30% 30% (17%) (2%) Phreesia (Jan.) 25.61 1,618 1,555
3.7 3.1 67.0 31.0 420 497 20% 18% 23 50 6% 10% - - Omnicell (Dec.) 29.39 1,383 1,445 1.4 1.3 14.6 11.0 1,066 1,131 (7%) 6% 99 131 9% 12% (28%) 32% HealthStream (Dec.) 29.21 907 824 2.8 2.7 12.5 11.7 292 308 5% 5% 66 70 23% 23% 8% 7% Health Catalyst
(Dec.) 7.63 489 391 1.3 1.1 15.8 10.6 308 343 4% 11% 25 37 8% 11% - 50% TruBridge (Dec.) 11.24 174 357 1.1 1.0 7.9 6.9 333 355 (1%) 7% 45 52 14% 15% (5%) 14% - Median 1.9x 1.8x 14.7x 11.2x 8% 10% 16% 16% 8% 18% Mean 2.8 2.6 18.2 12.7 9% 10% 20% 21%
4% 20% Selected Business Process Outsourcing Genpact (Dec.) $34.92 $6,476 $7,337 1.6x 1.5x 8.7x 8.1x $4,615 $4,873 3% 6% $841 $903 18% 19% 2% 7% ExlService (Dec.) 35.26 5,905 6,004 3.3 3.0 15.8 14.6 1,808 2,017 11% 12% 381 410 21% 20% 10% 8% WNS
(Mar.) 59.10 2,912 2,912 2.3 2.1 9.9 8.4 1,284 1,404 (1%) 9% 293 349 23% 25% (8%) 19% Median 2.3x 2.1x 9.9x 8.4x 3% 9% 21% 20% 2% 8% Mean 2.4 2.2 11.5 10.4 4% 9% 21% 21% 1% 11% Source: FactSet median consensus estimates and Wall Street analyst
research. In-the money convertible debt assumed to be net share settled. (2) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the last trading day prior to public Note: Based on market
prices as of July 30, 2024. Multiples greater than 75x or negative noted as dashes. EBITDA growth of filing of the NMC Draft Proposal. >50% and <(50%) noted as dashes. (3) Rover Management Plan provided by Rover Management in July 2024. 2024
and 2025 Rover Management Plan statistics shown exclude 19 (1) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of July 30, 2024. Balance sheet statistics as of the period Ascension impact to revenue of
($74MM) and $51MM in CY24E and CY25E, respectively, and impact to adjusted EBITDA of ended June 30, 2024 per Rover Management in July 2024. ($85MM) and $49MM in CY24E and CY25E, respectively, per Rover Management in July 2024. CONFIDENTIAL |
PRELIMINARY DRAFT
Cost of Capital Analysis ($MM, except per share amounts) Overall Betas
WACC Analysis Historical Predicted Betas Unlevered Unlevered Current FD Historical (1) (5) Predicted (2) (5) Beta Beta Stock Equity Levered Unlevered Levered Unlevered Price Value Debt Equity / Debt Tax Rate Beta Beta Beta Beta Rover (Street)
(Unaffected) (3)(4) 0.68 1.20 Overall Median 0.82 0.87 Rover (Street) (Unaffected) (3)(4) $11.10 $5,113 $2,311 69% / 31% 21% 0.92 0.68 1.63 1.20 Unlevered Beta Calculation Selected Companies HealthEquity $78.42 $7,126 $1,112 87% / 13% 21% 0.90 0.80
0.95 0.84 67% Rover (Street) (Unaffected) (3)(4) 0.45 0.80 Genpact 34.92 6,476 1,312 83% / 17% 24% 1.06 0.92 0.81 0.70 33% Overall Median 0.27 0.29 ExlService 35.26 5,905 345 94% / 6% 22% 1.38 1.32 0.91 0.87 Unlevered Beta 0.72 1.09 Evolent Health
23.71 2,855 788 78% / 22% 18% 1.26 1.03 1.56 1.27 Progyny 28.95 2,839 0 100% / 0% 25% 1.30 1.30 1.13 1.13 Premier 21.31 2,267 129 95% / 5% 31% 0.48 0.46 0.90 0.87 Phreesia 25.61 1,618 33 98% / 2% 21% 1.29 1.27 1.55 1.52 Omnicell 29.39 1,383 575 71%
/ 29% 21% 0.98 0.74 1.44 1.08 HealthStream 29.21 907 0 100% / 0% 24% 0.72 0.72 0.49 0.49 Health Catalyst 7.63 489 230 68% / 32% 21% 1.12 0.82 1.60 1.16 TruBridge 11.24 174 186 48% / 52% 25% 0.95 0.53 1.06 0.59 Median 87% / 13% 1.06 0.82 1.06 0.87
Mean 84% / 16% 1.04 0.90 1.13 0.96 Sources: FactSet, Barra, Bloomberg. Note: Prices as of July 30, 2024. Debt includes currently outstanding face value of 'in-the-money' convertible debt and excludes minority interests. Excludes international
companies. (1) Based on Bloomberg betas as of June 28, 2024. (2) Based on Barra betas as of June 28, 2024. (3) Rover betas as of January 31, 2024, based on available betas prior to February 23, 2024, the last trading day prior to public filing of
the NMC Draft Proposal. (4) Rover capitalization as of February 23, 2024, the last trading day prior to the public filing to the NMC Draft Proposal. (5) Waystar excluded due to limited trading history. Excludes international companies. 20
CONFIDENTIAL | PRELIMINARY DRAFT
Cost of Capital Analysis (Continued) Cost of Capital Calculation -
Equity Market Risk Premium / Unlevered Predicted Beta Sensitivity (4) (7) Market Assumptions WACC Risk Free Rate (1) 4.5% Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% Market Risk Premium (2) 6.2% - 7.2% Beta Debt as % of Cap.: 31% 31% 31% Cost
of Debt (6) 8.0% 1.09 <--- Overall Blended 11.4% 11.9% 12.4% 1.20 <--- Standalone 12.0% 12.6% 13.1% Size Premium (3) Historical 2.0% Cost of Capital Calculation - Equity Market Risk Premium / Unlevered Historical Beta Sensitivity (5) (7)
Predicted 0.0% WACC Unlevered Equity Market Risk Prem.: 6.2% 6.7% 7.2% Beta Debt as % of Cap.: 31% 31% 31% 0.72 <--- Overall Blended 10.6% 11.0% 11.3% 0.68 <--- Standalone 10.4% 10.7% 11.0% Note: Unlevered Betas based on median of peer group.
(1) Based on 20-Year U.S. Interpolated Treasury Yield as of July 30, 2024. Source: FactSet. (2) Long-horizon expected equity risk premium (historical) and Long-horizon expected equity risk premium (supply-side) based on Duff & Phelps Cost of
Capital Navigator (2024). (3) Size premium based on Duff & Phelps Cost of Capital Navigator (2024). (4) Based on Barra betas as of June 28, 2024. Rover predicted beta as of January 31, 2024, based on available betas prior to February 23, 2024,
the last trading day prior to public filing of the NMC Draft Proposal. (5) Based on Bloomberg 5-year weekly betas as of June 28, 2024. Rover historical beta as of January 31, 2024, based on available betas prior to February 23, 2024, the last
trading day prior to public filing of the NMC Draft Proposal. (6) Illustrative 8.0% pre-tax cost of debt based on interest rates on Term A Loan, Senior Revolver, and Term B Loan per Rover 10-K as of December 31, 2023. All Rover debt is
floating-rate. (7) Waystar beta excluded from overall blended beta calculation due to limited trading history. Excludes international companies. 21 CONFIDENTIAL | PRELIMINARY DRAFT
Rover NOL Schedule Rover NOL Schedule (1) ($MM) Q3-Q4 CY24E CY25E CY26E
CY27E CY28E CY29E CY30E CY31E CY32E CY33E CY34E CY35E CY36E CY37E CY38E CY39E Beginning NOL Balance (2) $87 $77 $57 $44 $39 $35 $31 $27 $24 $21 $18 $14 $11 $8 $5 $2 (Usage) of NOLs (10) (20) (14) (4) (4) (4) (4) (3) (3) (3) (3) (3) (3) (3) (3) (2)
Ending NOL Balance $77 $57 $44 $39 $35 $31 $27 $24 $21 $18 $14 $11 $8 $5 $2 – Federal Tax Savings Due to NOLs (3) ($2) ($4) ($3) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($0) Cumulative Dilution – 1% 2% 4% 5% 7% 8% 10%
12% 14% 15% 17% 19% 21% 23% 24% Tax Savings Due to NOLs Adj. for Dilution (4) ($2) ($4) ($3) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($1) ($0) Discount Rate 10.5% 11.75% 13.0% NPV of Tax Savings $11.9 $11.5 $11.1 Note: Utilization of
NOLs per Rover Management as of July 2024. (3) Assumes effective tax rate of 21% per Rover Management. (1) Rover Management Plan provided by Rover Management in July 2024. (4) Assumes ~1% annual dilution through issuance of equity awards throughout
the projection period per Rover Management 22 (2) Rover NOL balance of $87MM separately valued on a discounted present value basis using a tax savings schedule per Rover Management and assumes annual dilution CY31E and thereafter equivalent to
annual dilution in CY30E, per Rover Management. in July 2024. CONFIDENTIAL | PRELIMINARY DRAFT
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information provided. 23 CONFIDENTIAL | PRELIMINARY DRAFT
Exhibit (c)(xii) Heading Sub Header Project Rover Special Committee
Discussion Materials July 31, 2024
Valuation Summary 2
Summary of Updates Since Prior Committee Meeting Changes Since the
7/4/24 Special Committee Meeting — On July 16, 2024, Management presented an updated Management Plan to the non-bidder directors that reflected revised projections post Q1 results but excluded the impact of the Ascension incident — On July
28, 2024, Management presented an updated Management Plan to the Special Committee, and subsequently to the Board, which included the impact of the Ascension incident — As compared to the Management Plan presented to the Special Committee on
April 5, 2024, the 7/28/24 Management Plan has changed as follows: Projections ¡ 2024E revenue and Adj. EBITDA decreased ($102mm) and ($85mm), respectively & Financials ¡ 2025E revenue and Adj. EBITDA increased $51mm and $49mm,
respectively ¡ 2026+ revenue and Adj. EBITDA remain unchanged — Ascension was projected to generate $873 million of revenue in 2024, or 33% of the Company's total revenue, per the Company's 2024 budget — 6/30/24 net debt updated to
reflect the latest preliminary Q2 debt and cash balances — Share count updated to reflect capitalization per Rover management as of 7/30/24 — Unlevered free cash flow is impacted by changes to Adj. EBITDA as well as updated net working
capital assumptions, minor changes to tax, CapEx, SBC and other assumptions; as compared to the April 5, 2024 Management Plan: Discounted ¡ 2H’24E unlevered free cash flow decreased ($34mm) Cash Flow ¡ 2025E-2027E unlevered free cash
flow increased ~$17-$25mm in each year, 2028E+ unlevered free cash flow materially in line with the Management Plan as of 4/5/24 — No changes to WACC or perpetuity growth rate range — No change to peer set 2024E 2025E 7/2/2024 Current
7/2/2024 Current — Multiple ranges: Trading ¡ 12-14x 2024E EBITDA (vs. 11-13x previously) EV / EBITDA (Mean) 11.3x 12.4x 9.6x 10.6x 11.8x 13.5x 9.5x 10.8x EV / EBITDA (Median) Comparables ¡ 11-13x 2025E EBITDA (vs. 10-12x previously)
Adj. EBITDA $655 $570 $766 $815 — For valuation purposes, 2024E and 2025E Adj. EBITDA have been normalized (1) - $655 - $766 Normalized Adj. EBITDA to exclude the Ascension outage impact — No change to precedent transactions or multiple
range Precedent (2) Transactions — Updated Rover metric to use 6/30/24 LTM EBITDA (vs. 12/31/23 previously) of $658mm , which has been normalized to exclude the Ascension outage impact 1 Source: Rover Management, FactSet, Company filings,
Company projections per Company management, as approved by the Special Committee of the Company (the “Management Plan”). Note: Market data as of 7/30/24. Note : Normalized 2024E 2 Adj. EBITDA and 2025E Adj. EBITDA adjusted for ($85mm)
and $49mm of Ascension cyber outage impact, respectively, per Rover management. Note : Based on 6/30/24 LTM Rover Adj. EBITDA of $634mm, normalized to adjust for ($10mm) of Ascension cyber outage impact in 2Q'24, plus a half year contribution from
the Acclara / Advata acquisition, equal to $14mm per Rover Management. 3
Analysis at Various Prices ($ in millions, except for per share values)
Undisturbed Recent Close TB/CD&R Offer NMC Offer (2/23/24) (7/30/24) (7/31/2024) (7/31/2024) how2 Stock Price $11.10 $12.90 $14.30 $14.05 % Premium to: Recent Close (7/30/24) $12.90 (14%) - 11% 9% Pre Request (1/25/24) 9% 27% 41% 38% $10.17
Undisturbed (2/23/24) $11.10 - 16% 29% 27% 30 Day VWAP (2/23/24) $10.31 8% 25% 39% 36% (1) $18.49 (40%) (30%) (23%) (24%) 52 Week High (7/17/23) (1) $9.11 22% 42% 57% 54% 52 Week Low (1/11/24) (2) Diluted Shares 460.6 468.4 470.5 470.2 Equity Value
$5,113 $6,042 $6,729 $6,606 (3) Net Debt 2,173 2,130 2,130 2,130 Enterprise Value $7,286 $8,172 $8,859 $8,736 (4) EV / EBITDA (Wall Street Consensus) (5) Consensus as of 2/23/24 $642 11.3x 12.7x 13.8x 13.6x 2023A (6) 2024E $627 10.7x 13.0x 14.1x
13.9x 2024E: $684 (6) 2025E: $799 2025E $757 9.1x 10.8x 11.7x 11.5x EV / EBITDA (Management Plan) (5) $642 11.3x 12.7x 13.8x 13.6x 2023A (7) 2024E $655 11.1x 12.5x 13.5x 13.3x (7) 2025E $766 9.5x 10.7x 11.6x 11.4x 1 2 Source: FactSet, Rover filings,
Management Plan as of 7/28/24. Note: Market data as of 7/30/24. Note : Based on closing day share prices for the 52-week period prior to the undisturbed date (2/23/2024). Note : FDSO for undisturbed assumes 420.3mm basic shares outstanding, 2.6mm
options with a weighted average exercise price of $3.41,1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per
Rover filings. Recent Close, NMC Offer and TB / CD&R Offer assume 422.1mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an
exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.1mm RSUs/PBRSUs per Rover Management; option / warrant dilution based 3 on treasury stock method. Note : Net debt for undisturbed reflects pro forma cash
balance and debt balance for Acclara / Advata acquisition per Rover management; net debt for Recent Close, TB / CD&R Offer and NMC Offer based on 6/30/24 net 4 5 debt per 2Q’24 preliminary results per Rover Management. Note : Current
consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note : 2023A Adj. EBITDA includes Rover Adj. EBITDA of $614mm plus 6 7 $28mm contribution from Acclara / Advata acquisition per Rover Management. Note :
Statistics based on consensus estimates prior to public filing of the NMC 2/26/24 Draft Proposal. Note : Normalized 2024E Adj. EBITDA and 2025E Adj. EBITDA adjusted for ($85mm) and $49mm of Ascension cyber outage impact, respectively, per Rover
management. 4
Valuation Analysis Implied Illustrative Share Price Assumptions
Weighted average cost of capital range: 9.5% – 11.0% ▪ Discounted Perpetuity growth rate range: 3.5% – 4.5% ▪ $9.93 $16.24 Cash Flow Based on 2024-2030 Management Plan as of 7/28/24, discounted to 6/30/24 ▪ using
mid-year convention Multiple range: 12.0x – 14.0x (2024) ▪ $12.27 $14.95 (1) $655mm 2024E Adj. EBITDA per Management Plan as of 7/28/24 ▪ Trading Multiples Multiple range: 11.0x – 13.0x (2025) ▪ $13.42 $16.54 (1) $766mm
2025E Adj. EBITDA per Management Plan as of 7/28/24 ▪ Multiple range: 11.5x – 15.5x ▪ Transaction (2) $11.66 $17.02 $21.34 $658mm 6/30/24 LTM Adj. EBITDA ▪ Multiples Ensemble / Berkshire Ensemble / Berkshire: 3/28/22; 18.7x
LTM EBITDA ▪ NMC: $14.05 TB / CD&R: $14.30 Undisturbed: $11.10 Current: $12.90 Source: Rover filings, Management Plan as of 7/28/24. Transaction multiples per company filings. Trading multiples per company filings and FactSet. NOL
projections per Rover management. Note: Market data as of 7/30/24. Assumes 6/30/24 transaction close for DCF. Implied share prices for DCF, transaction multiples and trading multiples are based on 6/30/24 net debt of $2,130mm, which reflects
preliminary 2Q’24 information per Rover Management. FDSO assumes 422.1mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with
an exercise price of $3.50, 12.2mm Providence warrants with an exercise price 1 of $10.52 and 12.1mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method. Note : Normalized 2024E Adj. EBITDA and 2025E Adj.
EBITDA adjusted for ($85mm) and $49mm of Ascension cyber outage 2 impact, respectively, per Rover management. Note : Based on 6/30/24 LTM Rover Adj. EBITDA of $634mm, normalized to adjust for ($10mm) of Ascension cyber outage impact in 2Q'24, plus a
half year contribution from the Acclara / Advata acquisition, equal to $14mm per Rover Management. 5
Market Data: Reference Implied Illustrative Share Price Assumptions
Based on closing share prices for the 52-week period prior to the undisturbed date ▪ (2/23/2024) $9.11 $18.49 52-Week Trading Range 52-week High: 7/17/23 ▪ 52-week Low: 1/11/24 ▪ (1) Undisturbed Range Based on brokers with price
targets post NMC announcement (2/26/24) ▪ Excludes brokers who have suspended price ratings Current Equity Research ▪ $12.00 $14.00 $20.00 Price Targets High: TD Cowen (7/10/24) and Cantor (5/14/24) ▪ Low: Evercore (7/10/24)
▪ Mean/Median: $16.55/ $16.00 Based on cash-only deals (excluding minority transactions) from last 10 years ▪ involving US targets, traded on an US stock exchange, with total EV between $5bn and $15bn Premiums Paid – $13.72 $17.03
Premium applied to undisturbed price of $11.10 as of 2/23/24 ▪ All Deals 25th Percentile: 23.6% / 75th Percentile: 53.4% ▪ Mean/Median: $15.55/ $14.66 Mean: 40.1% / Median: 32.1% ▪ Based on cash-only deals (excluding minority
transactions) from last 10 years ▪ involving US targets, traded on an US stock exchange, with total EV between $5bn and $15bn and sponsor acquirers Premiums Paid – $13.31 $16.41 Premium applied to undisturbed price of $11.10 as of
2/23/24 ▪ Sponsor LBOs 25th Percentile: 19.9% / 75th Percentile: 47.9% ▪ Mean/Median: $14.91/ $14.11 Undisturbed: $11.10 Mean: 34.3% / Median: 27.1% ▪ Current: $12.90 NMC: $14.05 TB / CD&R: $14.30 1 Source: FactSet, Wall Street
Research, Deal Points. Note: Market data as of 7/30/24. Premiums paid data per FactSet, Dealogic, Press, Deal Points. Note : Low end based on Evercore’s undisturbed target price prior to NMC 13D filing on 2/26/24. 6
Discounted Cash Flow Analysis ($ in millions, except for per share
values) Projected Cash Flows Fiscal Year Ending December 31, 2024E 2025E 2026E 2027E 2028E 2029E 2030E Terminal Year Revenue $2,564 $2,964 $3,123 $3,392 $3,677 $3,962 $4,261 $4,261 % Growth 13.7% 15.6% 5.4% 8.6% 8.4% 7.8% 7.5% Adj. EBITDA $570 $815
$874 $1,001 $1,109 $1,202 $1,301 $1,301 % Margin 22.2% 27.5% 28.0% 29.5% 30.1% 30.3% 30.5% 30.5% H2 2024 (–) H1 2024 Adj. EBITDA (305) (–) Depreciation (59) (126) (144) (158) (170) (184) (198) (213) (–) Stock-Based Compensation
(41) (93) (95) (100) (108) (117) (125) (125) (–) Non-Recurring Costs (36) (60) (35) (30) (30) (30) (30) (30) EBITA $129 $535 $600 $713 $800 $871 $947 $932 (–) Taxes (26) (127) (145) (174) (197) (217) (249) (245) Taxes as a % of EBITA
20.0% 23.8% 24.2% 24.4% 24.7% 24.9% 26.3% 26.3% NOPAT (Excl. Amortization) $103 $408 $455 $539 $603 $654 $698 $687 (+) Depreciation 59 126 144 158 170 184 198 213 (–) Capex (64) (148) (156) (170) (184) (198) (213) (213) (–) Change in NWC
13 (37) 1 (13) (28) (27) (28) (17) (–) Tax Related to Vesting of Equity Awards (13) (30) (30) (32) (35) (37) (40) (40) (–) Lease Payments (4) (8) (4) (3) (4) (4) (3) - Unlevered Free Cash Flow $94 $311 $409 $480 $523 $572 $611 $630 (1)
Value of NOLs NOL Starting Balance $87 $77 $57 $44 39 35 31 NOLs Utilized (Assuming $18mm Annual 382 Limitation) 10 20 14 4 4 4 4 NOL Tax Savings @ 21% Tax Rate $2 $4 $3 $1 1 1 1 Discounted Cash Flow Sensitivity Analysis PV Implied Share Price at
Perpetuity Growth Rate of: Implied Terminal Exit Multiple with Perpetuity Growth Rate of: WACC Cash Flows NOLs 3.5% 4.0% 4.5% 3.5% 4.0% 4.5% 9.50% $2,165 $13 $13.52 $14.76 $16.24 8.7x 9.6x 10.6x 10.25% 2,114 12 11.54 12.47 13.57 7.8x 8.5x 9.2x
11.00% 2,066 12 9.93 10.67 11.51 7.0x 7.6x 8.2x Source: Rover filings, Management Plan as of 7/28/24, NOL projections per Rover management. Note: Based on 2024-2030 Management Plan, discounted back to 6/30/24 using mid-year convention. FDSO assumes
422.1mm basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise
price of $10.52 and 12.1mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method. Net debt based on 2Q’24 preliminary results per Rover Management. Assumes net debt of $2,130mm based on 2Q’24 1
preliminary results per Rover Management. Note : Assumes $3.2mm of annual utilization post 2030 per Rover management. 7
Select Trading Comparables ($ in millions, except per share values)
Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA Debt / LTM EBITDA Company 7/30/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E $78.42 $7,986 $7,126 88.9% 14.1% 18.8% 65.4% 39.6% 17.4x 14.7x 2.8x
34.92 7,337 6,476 90.7% 5.9% 8.6% 35.3% 18.1% 8.8x 8.1x 1.6x 35.26 6,004 5,905 99.7% 11.3% 12.1% 37.5% 21.1% 15.7x 14.0x 1.0x (1) 23.32 5,372 4,056 96.7% 9.7% 9.0% 66.1% 39.9% 15.2x 14.0x 4.0x 23.71 3,675 2,855 67.7% 15.2% 30.7% 18.2% 9.6% 14.8x
11.4x 4.9x 59.10 2,912 2,912 79.3% 7.3% 5.5% 37.6% 24.2% 9.2x 8.8x 0.9x 28.95 2,467 2,839 64.4% 16.0% 18.8% 23.9% 17.6% 11.3x 9.5x NA 21.31 2,335 2,267 75.7% (0.9%) (3.6%) 65.9% 30.9% 5.9x 6.1x 0.3x 29.39 1,445 1,383 44.1% 5.9% 30.7% 42.1% 9.3%
14.5x 11.1x 4.7x 29.21 824 907 93.8% 5.4% 6.4% 66.3% 22.6% 12.5x 11.7x NA 7.63 391 489 53.1% 11.5% 50.9% 49.6% 8.0% 15.8x 10.5x 34.7x 11.24 357 174 42.1% 6.3% 15.1% 48.6% 13.4% 7.9x 6.8x 4.4x 25th Percentile 61.6% 5.9% 8.1% 36.9% 12.5% 9.1x 8.6x
1.1x Mean 74.7% 9.0% 16.9% 46.4% 21.2% 12.4x 10.6x 5.9x Median 77.5% 8.5% 13.6% 45.3% 19.6% 13.5x 10.8x 3.4x 75th Percentile 91.5% 12.2% 21.8% 65.5% 25.9% 15.4x 12.3x 4.6x (2) Undisturbed (4) (4) (4) (4) (4) (4) $11.10 $7,286 $5,113 59.3% 14.1%
16.8% 28.3% 25.4% 10.7x 9.1x 3.6x Rover (Consensus) (5) (5) (5) (5) (5) (6) 11.10 7,286 5,113 59.3% 9.2% 16.9% 24.6% 11.1x 9.5x 3.6x Rover (Management) NA (3) Recent Close (8) Rover (Consensus) $12.90 $8,172 $6,042 69.6% 11.9% 20.8% 27.4% 24.1%
13.0x 10.8x 3.5x (7) (7) (7) (8) (7) (6) (7) Rover (Management) 12.90 8,172 6,042 69.6% 10.4% 17.0% 24.8% 12.5x 10.7x 3.5x NA 1 Source: FactSet, Company filings, Management Plan as of 4/5/24 and 7/28/24. Note: Market data as of 7/30/24. Consensus
Rover estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Assumes 30-day option to 2 purchase 6,750,000 in shares is exercised by underwriters at the initial public offering price less the underwriting discount.
Note : Market data as of undisturbed date of 2/23/24. Balance sheet data as of 12/31/23. FDSO assumes 420.3mm basic shares outstanding, 2.6mm options with a weighted average exercise price of $3.41, 1.5mm IMH warrants with an exercise price of
$6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 9.5mm RSUs/PBRSUs per Rover Management; option / warrant dilution based on treasury stock method. Debt / LTM EBITDA based
on 2023A Adj. EBITDA of $614mm, plus a pro forma adjustment for a full year contribution from the 3 Acclara / Advata acquisition, equal to $28mm per Rover Management. Note : Represents price per share of $12.90 as of 7/30/24. FDSO assumes 422.1mm
basic shares outstanding, 2.2mm options with a weighted average exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of
$10.52 and 12.1mm RSUs/PBRSUs per Rover Management; option / warrant 4 dilution based on treasury stock method. Assumes 6/30/24 net debt of $2,130mm, which reflects 2Q’24 preliminary results per Rover Management. Note : Statistics based on
Rover’s stock price and consensus estimates prior to public filing of the 5 6 7 NMC 2/26/24 Draft Proposal. Note : Per 4/5/24 Rover Management Plan. Note : Rover Management gross margin not directly comparable to consensus estimate. Note :
Normalized 2024E Adj. EBITDA and 2025E Adj. EBITDA adjusted for ($85mm) 8 and $49mm of Ascension cyber outage impact, respectively, per Rover Management Plan as of 7/28/24. Note : Based on 6/30/24 LTM Rover Adj. EBITDA of $634mm, normalized to
adjust for ($10mm) of Ascension cyber outage impact in 2Q'24, plus a half year contribution from the Acclara / Advata acquisition, equal to $14mm per Rover Management. 6/30/24 net debt of $2,130mm reflects 2Q’24 preliminary results per Rover
Management. 8
Select Precedent Transactions EV / LTM EBITDA Reference Only 25th
Percentile: 14.6x Precedent Stock Deals Mean: 17.0x 30.4x 29.0x Median: 16.2x 75th Percentile 18.6x 21.1x 20.3x 18.7x 18.2x 17.9x 16.6x 15.7x 15.4x Recent Close 14.9x 14.5x 14.1x (1) LTM Multiple : 12.4x 11.5x 9.6x Target (Healthcare) Acquiror
Announcement Sep-23 Jun-22 Mar-22 Dec-21 Oct-21 Aug-21 Jan-21 Dec-20 Nov-18 Jun-18 Mar-18 Feb-18 Aug-16 Nov-15 Jan-22 Date Deal Value $1,731 $1,076 $5,000 $28,938 $1,735 $7,227 $13,051 $3,399 $5,650 $4,909 $1,200 $460 $2,384 $2,755 $4,054 ($mm)
Rover LTM Trading Multiple 17.9x 20.1x 25.7x 26.7x 27.3x 24.1x 33.9x 32.6x NM NM NM NM NM NM 26.0x at time of deal % (Discount) / (19%) (22%) (27%) (42%) (26%) 20% (58%) (35%) NA NA NA NA NA NA 17% Premium to Rover 1 Source: Company filings,
Management Plan as of 7/28/24. Note: Market data as of 7/30/24. Mean and median calculations on page exclude R1 acquisition of Cloudmed. Note : Based on 6/30/24 LTM Rover Adj. EBITDA of $634mm, normalized to adjust for ($10mm) of Ascension cyber
outage impact in 2Q'24, plus a half year contribution from the Acclara / Advata acquisition, equal to $14mm per Rover Management. FDSO for recent close LTM multiple assumes 422.1mm basic shares outstanding, 2.2mm options with a weighted average
exercise price of $3.52, 1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52 and 12.1mm RSUs/PBRSUs per Rover Management; option /
warrant dilution based on treasury stock method. Net debt based on 2Q’24 preliminary results per Rover Management. 9
Appendix 10
Revenue Bridge: Management Plan as of 4/5/24 vs. Management Plan as of
7/28/24 2024E Revenue Bridge ($ in millions) $65mm base fees (1) $5mm Q2 incentive fees $3mm on RPS revenue from Ascension work $2,666 $2,639 $2,564 (28) ($74) 2024E Per Management Plan as of 4/5/24 RF1 Update 2024E Per Management Plan as of 7/16/24
Ascension Impact 2024E Per Management Plan as of 7/28/24 2025E Revenue Bridge ($ in millions) Reflects the recovery of base fees $51 $2,964 $2,913 2025E Per Management Plan as of 4/5/24 Ascension Impact 2025E Per Management Plan as of 7/28/24 1
Source: Management Plans as of 4/5/24, 7/16/24 and 7/28/24. Note : Assumes no impact to incentive fees in H2 2024 per the contract with Ascension. 11
EBITDA Bridge: Management Plan as of 4/5/24 vs. Management Plan as of
7/28/24 2024E Adj. EBITDA Bridge ($ in millions) $65mm base fees (1) $5mm Q2 incentive fees $3mm on RPS revenue from Ascension work $12mm incremental costs to support recovery efforts $655 $570 ($85) 2024E Per Management Plan as of 4/5/24 Ascension
Impact 2024E per Management Plan as of 7/28/24 2025E Adj. EBITDA Bridge ($ in millions) Reflects the recovery of base fees, as well as $2mm of incremental costs $49 $815 $766 2025E Per Management Plan as of 4/5/24 Ascension Impact 2025E Per
Management Plan as of 7/28/24 1 Source: Management Plans as of 4/5/24 and 7/28/24. Note : Assumes no impact to incentive fees in H2 2024 per the contract with Ascension. 12
Changes to Management Plan Management Plan as of 7/28/24 vs.
Management Plan as of 4/5/24 Commentary — Management Plan as of 7/28/24 reflects the RF1 Fiscal Year Ending December 31, ($ in millions) update and the latest view on impact from the 2024E 2025E 2026E 2027E 2028E 2029E 2030E Terminal Ascension
outage Revenue ¡ 2024E revenue and EBITDA decreased 4/5 Management Plan $2,666 $2,913 $3,123 $3,392 $3,677 $3,962 $4,261 ($102mm) and ($85mm), respectively 7/28 Management Plan 2,564 2,964 3,123 3,392 3,677 3,962 4,261 ¡ 2025E revenue and
EBITDA increased $51mm Delta ($102) $51 - - - - - and $49mm, respectively Adj. EBITDA — Unlevered free cash flow is impacted by changes 4/5 Management Plan $655 $766 $874 $1,001 $1,109 $1,202 $1,301 to EBITDA, as well as: 7/28 Management Plan
570 815 874 1,001 1,109 1,202 1,301 ¡ Updated net working capital assumptions Delta ($85) $49 - - - - - ¡ Minor changes to tax assumptions ¡ Minor changes to capex, stock-based Unlevered Free Cash Flow 2H 2024 compensation and other
assumptions 4/5 Management Plan $128 $294 $384 $460 $520 $569 $619 $635 7/28 Management Plan 94 311 409 480 523 572 611 630 Delta ($34) $17 $25 $20 $3 $3 ($8) ($6) Source: Management Plans as of 4/5/24 and 7/28/24. 13
Weighted Average Cost of Capital Analysis Cost of Capital Calculation
Comparable Companies Rover Beta / Peer Beta / (7) (3) Rover Beta / Rover Beta / Peer Beta / Company Debt / Equity Debt / Capital Levered Beta Cost of Debt Unlevered Beta Target Cap Target Cap Current Cap Peer Cap Peer Cap (1) (1) Structure Structure
Structure Structure Structure Cost of Equity Evolent Health 27.6% 21.6% 9.2% 1.027 1.143 (2) 7.17% 7.17% 7.17% 7.17% 7.17% Market Risk Premium (Rm-Rf) HealthEquity 15.1% 13.1% 6.3% 0.800 0.891 (3) 0.684 0.684 0.684 0.800 0.800 Unlevered Beta
Omnicell 41.6% 29.4% 7.6% 0.733 0.815 Levered Beta 0.881 0.835 0.762 0.891 0.977 Adjusted Market Risk Premium 6.3% 6.0% 5.5% 6.4% 7.0% HealthStream - - 7.6% 0.724 0.806 (4) 4.5% 4.5% 4.5% 4.5% 4.5% Risk-Free Rate of Return (Rf) Progyny - - 7.6%
1.296 1.442 Cost of Equity (Ke) 10.8% 10.5% 10.0% 10.9% 11.5% E/(D+E) 72.3% 77.3% 86.9% 86.9% 77.3% ExlService 5.8% 5.5% 6.4% 1.220 1.359 Weighted Cost of Equity 7.8% 8.1% 8.7% 9.5% 8.9% Genpact 20.3% 16.8% 5.9% 0.911 1.014 Cost of Debt WNS 10.4%
9.4% 6.6% 0.983 1.094 (5) 8.0% 8.0% 7.6% 7.6% 8.0% Cost of Debt (Kd) TruBridge 106.9% 51.7% 8.4% 0.524 0.583 (6) Marginal Tax Rate 25.0% 25.0% 25.0% 25.0% 25.0% Health Catalyst 72.6% 42.1% 12.8% 0.723 0.805 After-Tax Cost of Debt 6.0% 6.0% 5.7% 5.7%
6.0% D/(D+E) 27.7% 22.7% 13.1% 13.1% 22.7% Premier 5.7% 5.4% 7.6% 0.447 0.498 Debt / Equity 38.3% 29.4% 15.1% 15.1% 29.4% Peer Mean 27.8% 17.7% 7.8% 0.854 0.950 Weighted Cost of Debt 1.7% 1.4% 0.8% 0.8% 1.4% Peer Median 15.1% 13.1% 7.6% 0.800 0.891
WACC 9.5% 9.5% 9.4% 10.2% 10.3% 1 2 Source: Company filings, Kroll, Bloomberg, Rover management. Note: Market data as of 7/30/24. Waystar not considered due to recent IPO and lack of Beta information. Note : Assuming target capital structure of 2.5x
net leverage. Note : Historical 3 4 5 long-horizon expected equity risk premium per Duff & Phelps. Note : Based on 5-year, weekly, Bloomberg raw beta. Note : Risk-Free Rate based on current 20-year treasury yield as of 7/30/24. Note : Peer
capital structure cost of debt represents 6 7 group median. Note : Assumes marginal tax rate of 25% per Rover management. Note : Cost of debt represents current weighted average yield to worst for existing debt unless otherwise noted; OMCL, HSTM,
PGNY, HCAT and PINC cost of debt represents the average 4-year single B yield. 14
Share Price Historical Stock Price Performance and Valuation EV / NTM
EBITDA and Share Price (Since 1/1/2018) Average Per Year Management Plan Date 1-Day Price Reaction Events Since 2/26 NMC Offer 2018 2019 2020 2021 2022 2023 YTD '24 '18-'24 '24-'30 02/26/24 25% Received $13.75 unsolicited bid from NMC (1) 22.2x
16.1x 15.4x 22.1x 17.3x 12.6x 11.1x 17.1x NA EV / NTM EBITDA 03/11/24 1% Special Committee formed (2) 26.4% 12.5% 14.8% 15.8% 17.4% 16.8% 12.8% 16.9% 8.8% % YoY Rev Growth 05/07/24 3% NMC and TCP-ASC announced standstill waiver granted on 5/6 (2)
170.2% 57.2% 37.7% 22.2% 24.7% 20.2% 18.4% 52.1% 14.7% % YoY EBITDA Growth 06/13/24 4% Standstill waiver extended through July 12 Share Price $7.88 $10.91 $14.23 $23.77 $20.66 $14.52 $12.12 $15.05 NA 07/01/24 (13%) NMC submitted $13.25 offer
07/05/24 16% TCP-ASC 13D signaled intent to submit proposal higher than $13.25 07/19/24 4% TCP-ASC announced that they will make a joint proposal with CD&R 35x $35.00 07/24/24 (2%) Special Committee announced final bid deadline of 7/31 1/10/22:
Announced acquisition of Cloudmed; 30x 11/8/22: Reported Q3 $30.00 shares fell (1%) earnings miss and CEO 2/18/21: Reported Q4 and change; shares fell (50%) FY 2020 earnings; shares fell (4%) 25x $25.00 11/13/23: Announced plans to restate earnings
from FY'21 20x $20.00 through Q2'23; shares fell (3%) 15x $15.00 $12.90 10x $10.00 (3) Current NTM EBITDA Multiple : 11.6x 10/16/23: Jehoshaphat published short report; 5x $5.00 shares fell (8%) 0x $0.00 Jan-18 Aug-18 Apr-19 Dec-19 Aug-20 Apr-21
Dec-21 Aug-22 Apr-23 Nov-23 Jul-24 EV / NTM EBITDA Current NTM EBITDA Share Price 1 Source: FactSet, Rover filings, NMC 13D, TCP-ASC 13D, Management Plan as of 7/28/24. Note: Market data as of 7/30/24. Consensus estimates after 3/19/24 exclude
brokers that have discontinued coverage and restricted brokers. Note : FDSO 2 3 and net debt per Rover filings. Note : Represents forward fiscal year vs. current fiscal year growth. Note : FDSO for current NTM EBITDA multiple assumes 421.3mm basic
shares outstanding, 2.6mm options with a weighted average exercise price of $3.41,1.5mm IMH warrants with an exercise price of $6.00, 40.5mm TB/ASC warrants with an exercise price of $3.50, 12.2mm Providence warrants with an exercise price of $10.52
and 9.5mm RSUs/PBRSUs per Rover filings. 15 (1) EV / NTM EBITDA
Wall Street Research Price Targets (1) Undisturbed Current Base Case
Bull Case Bear Case % Premium to 2025E % Premium to % Premium to Price Methodology Price Price Broker Date Rating Methodology Methodology (2) (3) (2) (2) Target (Based on Current Price Target) Target Target Undisturbed EBITDA Undisturbed Undisturbed
$20.00 Cantor Fitzgerald 5/14/2024 Buy 3.4x '25E Rev. / 12.1x '25E EBITDA 80.2% $825 - - - - - - $20.00 $20.00 TD Cowen 7/10/2024 Buy DCF Analysis 80.2% $782 - - - - - - $20.00 $19.00 RBC 7/19/2024 Buy ~14x '25E EBITDA 71.2% $761 $22.00 15x '25E
EBITDA 98.2% $7.00 8x '25E EBITDA (36.9%) $19.00 $18.00 Baird 5/9/2024 Buy ~13.5x '25E EBITDA 62.2% $785 - - - - - - $18.00 Leerink Partners 7/5/2024 Buy ~12x '25E EBITDA 53.2% $762 - - - - - - $17.00 $17.00 Morgan Stanley 7/8/2024 Buy 12x '25E
EBITDA 53.2% $794 - - - - - - $17.00 $14.00 Citi 7/5/2024 Buy 12.5x '25E EBITDA 44.1% $769 - - - - - - $16.00 $16.00 Stephens 7/24/2024 Buy 12x '25E EBITDA 44.1% $758 - - - - - - $16.00 $16.00 Truist Securities 7/7/2024 Hold Blended LBO & ~11x
'25E EBITDA 44.1% $750 - - - - - - $16.00 $15.00 Deutsche Bank 7/22/2024 Hold 12.5x '25E EBITDA 44.1% $706 - - - - - - $16.00 $18.00 Jefferies 7/7/2024 Buy ~11x '25E EBITDA 35.1% $762 $25.00 ~17x '25E EBITDA 125.2% $7.00 ~7x '25E EBITDA (36.9%)
$15.00 $17.00 Canaccord 7/19/2024 Buy 14.5x '24E EBITDA 35.1% $748 - - - - - - $15.00 $17.00 Guggenheim 7/24/2024 Buy 13x '25E EBITDA 35.1% $764 - - - - - - $15.00 Sadif 6/20/2024 Buy NA 27.8% NA - - - - - - $14.19 $12.00 Evercore ISI 7/10/2024 Hold
Blended DCF and Valuation Multiples 26.1% $718 - - - - - - $14.00 $13.00 KeyBanc 7/11/2024 Hold NA - $751 - - - - - - ISS-Eva 2/27/2024 Sell NA - NA - - - - - - $14.00 Barclays 3/13/2024 Hold ~9.0x '25E EBITDA 26.1% $803 $17.00 ~11.0x '25E EBITDA
53.2% $9.00 ~6.5x '25E EBITDA (18.9%) $14.00 $11.00 JP Morgan 1/9/2024 Hold 8.5x '25E EBITDA (0.9%) NA - - - - - - $11.00 (4) (5) Current Undisturbed Current Fundamental (6) Mean $16.55 $16.06 $16.93 12.3x '25E EBITDA 49.1% $757 $23.50 111.7% $7.00
(36.9%) ~16x '25E EBITDA ~7.5x '25E EBITDA (6) Median $16.00 $16.50 $17.00 12.1x '25E EBITDA 44.1% $759 $23.50 111.7% $7.00 (36.9%) Management Plan $815 % Difference to Median 7.4% 1 2 Source: Wall Street Research, Management Plan as of 7/28/24.
Note: Market data as of 7/30/24. Note : Represents broker price targets prior to NMC 13D filing on 2/26/24. Note : Represents premium to Rover’s closing undisturbed price of $11.10 3 4 as of 2/23/24; utilizes current price target. Note :
Represents current 2025E EBITDA estimates. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers (Morgan Stanley, Citi, Baird). Note : Undisturbed mean / 5 median includes undisturbed price targets from brokers
with discontinued coverage, brokers with discontinued coverage are excluded from all other mean / median calculations. Note : Excludes broker price targets that include potential transaction in 6 price target rationale (Jefferies, Truist Securities,
Citi and Guggenheim). Note : Excludes brokers who have not used ’25E EBITDA in their disclosed methodology. 16 Discontinued (4) Coverage
Management P&L Summary ($ in millions, except per share values)
Historicals Management Plan Calendar Year Ended December 31, '24E-'30E 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E CAGR Revenue $1,475 $1,806 $2,254 $2,564 $2,964 $3,123 $3,392 $3,677 $3,962 $4,261 8.8% % growth 22.5% 24.8% 13.7%
15.6% 5.4% 8.6% 8.4% 7.8% 7.5% Adj. EBITDA $346 $424 $614 $570 $815 $874 $1,001 $1,109 $1,202 $1,301 14.7% % margin 23.5% 23.5% 27.3% 22.2% 27.5% 28.0% 29.5% 30.1% 30.3% 30.5% (-) Depreciation & Amortization (78) (172) (278) (340) (345) (362)
(376) (388) (402) (416) (-) Stock-Based Compensation (77) (65) (72) (95) (93) (95) (100) (108) (117) (125) (-) Non-Recurring Costs (56) (190) (117) (104) (60) (35) (30) (30) (30) (30) Income from Operations $136 ($3) $148 $31 $316 $382 $495 $582
$653 $729 69.4% Source: Rover filings, Management Plan as of 7/28/24. 17
Management Plan as of 7/28/24 Rover ex. Ascension Ascension Impact
FY2021A – FY2030E Revenue Commentary ($ in millions) $4,261 Historical Performance 8.3% $3,962 17.1% 10.4% 7.2% Growth ex. Ascension $3,677 — 2022 includes a half year of Cloudmed $3,392 $3,123 $2,964 — 2023 normalized revenue and
Adj. EBITDA growth $2,564 $2,254 $51 (pro forma for Cloudmed) of 12% and 21%, $1,806 respectively, driven by strong RPS revenue growth $1,475 and in-year synergy realization 2024E ($74) — 2024 includes for ~11.5 months and Providence 2021A
2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E ’24E – ’30E (“Lindy”) based on RF1 updated implementation CAGR timeline Growth 22.5% 24.8% 13.7% 15.6% 5.4% 8.6% 8.4% 7.8% 7.5% 8.8% — Plan assumes $58mm of
Cloudmed cost synergies realized to date FY2021A – FY2030E Adj. EBITDA 2024 – 2030 Performance ($ in millions) 6.6% 17.0% 14.1% 12.1% Growth ex. Ascension— 2024E-2030E revenue and Adj. EBITDA CAGR of $1,301 9% and 15%, respectively
$1,202 24.8% 26.3% Margin ex. Ascension $1,109 $1,001 — Revenue growth reflects continued strong RPS $874 $815 cross-sell, maturation of Providence contract and $570 $614 $49 new health system enterprise wins, offset by $424 headwinds for
certain health system enterprise and $346 physician customers — Adj. EBITDA margin increase reflects maturation of ($85) ’24E – ’30E Providence contract and impact of technology 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E
2029E 2030E CAGR investments and initiatives Growth - 22.5% 45.0% (7.2%) 43.0% 7.3% 14.5% 10.7% 8.4% 8.2% 14.7% Margin 23.5% 23.5% 27.3% 22.2% 27.5% 28.0% 29.5% 30.1% 30.3% 30.5% - Source: Rover filings. Management Plan as of 7/28/24. 18
Comparison of Management Plan as of 7/28/24 to Street Estimates
Revenue ($ in millions) Management Plan Street $3,210 $3,123 $2,923 $2,964 $2,599 $2,564 $678 $708 $652 $633 $654 $610 $631 $604 1 Q1 2024A Q2 2024E Q3 2024E Q4 2024E 2024E 2025E 2026E % Difference (1.1%) (0.4%) (0.2%) (4.3%) (1.3%) 1.4% (2.7%)
Number of 12 12 12 12 12 12 7 Brokers Adj. EBITDA ($ in millions) Management Plan Street $874 $862 $815 $757 $627 $570 $179 $152 $148 $153 $147 $150 $139 $125 1 Q1 2024A Q2 2024E Q3 2024E Q4 2024E 2024E 2025E 2026E 2.9% 4.2% (16.1%) (22.0%) (9.1%)
7.6% 1.4% % Difference Number of 12 12 12 12 12 12 7 Brokers 1 Source: Management Plan as of 7/28/24, FactSet. Note: Market data as of 7/30/24. Consensus estimates exclude brokers that have discontinued coverage and restricted brokers. Note :
Consensus prior to announced results. 19
Premiums Paid Analysis (Cash Deals) Premium to Undisturbed Price 45 #
of Transactions 144 42 25th Percentile 23.6% Mean 40.1% 40 Median 32.1% 75th Percentile 53.4% 35 30 24 25 20 18 14 15 13 11 10 6 5 5 5 3 2 1 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50% 50%-60% 60%-70% 70%-80% 80%-90% 90%-100% >100% Source:
FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets, traded on an US stock exchange, with total EV between $5bn and $15bn. Includes cash-only transactions and excludes minority transactions. 20
Number of Transactions
Premiums Paid Analysis – LBOs (Cash Deals) Premium to
Undisturbed Price 18 # of Transactions 57 17 25th Percentile 19.9% Mean 34.3% 16 Median 27.1% 75th Percentile 47.9% 14 12 11 10 9 8 6 6 4 3 3 3 2 2 2 1 0 0 0 <0% 0-10% 10%-20% 20%-30% 30%-40% 40%-50% 50%-60% 60%-70% 70%-80% 80%-90% 90%-100%
>100% Source: FactSet, Dealogic, Press, Deal Points. Note: Data represents deals from last 10 years involving US targets, traded on an US stock exchange, and Sponsor buyers with total EV between $5bn and $15bn. Includes cash-only transactions and
excludes minority transactions. 21 Number of Sponsor-Led Transactions
Barclays Disclaimer The preceding pages contain material that was
provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or
prepared on a confidential basis solely for consideration by the Committee and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from
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Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority
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of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 22
Exhibit (c)(xiii) Preliminary and Confidential Illustrative Vote
Analysis July 2024
Preliminary and Confidential TCP-ASC Warrant Analysis TCP-ASC Warrants
Votes Required to Secure Majority Voting Shares Voting Shares ▪ TCP-ASC owns 124.3mm common shares (31% of (0% Warrants Ex.) (100% Warrants Ex.) voting shares) and 40.5mm unexercised warrants Shares % Shares % – On a fully converted
basis, TCP-ASC could vote TCP-ASC 124.3 31.1% 164.8 37.4% 164.8mm shares (37.4% of all voting shares) NMC 136.0 34.0% 136.0 30.9% ▪ Assuming zero conversion, 46.1% or 64.3mm (1) 139.6 34.9% 139.6 31.7% Unaffiliated unaffiliated shares would
need to vote to approve Total Voting Shares 399.8 100.0% 440.3 100.0% a transaction in addition to NMC Majority % 50.1% 50.1% ▪ This rises to 60.6% or 84.6mm if TCP-ASC Implied Votes Required (Total) 200.3 50.1% 220.6 50.1% exercised all
40.5mm warrants (Less): NMC Shares Voted Yes (136.0) (136.0) Non-NMC Votes Required for Majority 64.3 16.1% 84.6 19.2% % of Unaffiliated Votes 46.1% 60.6% Illustrative Capitalization Exercising all 40.5mm warrants increases votes required by 20.3mm
(an additional ~15% of unaffiliated votes) 31.7% 33.2% 32.4% 34.0% % of Particip. Vote Req’d 34.9% TCP-ASC Voting Unaffiliated Unaffiliated Participation Shares / % of Total Votes Req’d 100% 90% 30.9% 31.6% 32.4% 33.2% 34.0% 0% 124.3 /
31.1% 64.3 46.1% 51.2% 0mm 9.2% 4.8% 7.1% 2.5% 25% 37.4% 134.4 / 32.8% 69.4 49.7% 55.3% 31.1% 30.3% 29.6% 28.9% 10.1mm 28.2% 50% 144.5 / 34.4% 74.5 53.4% 59.3% 20.2mm 0% 25% 50% 75% 100% % of 40.5mm TCP-ASC Warrants Exercised 75% 154.6 / 35.9% 79.5
57.0% 63.3% 30.3mm TCP-ASC (Basic) TCP-ASC (Warrants) NMC Unaffiliated 100% 164.8 / 37.4% 84.6 60.6% 67.4% 40.5mm Source: Company materials. 1 (1) Represents voting shares not owned by TCP-ASC and NMC assuming 399.8mm total eligible voting shares
per R1 8-K filed May 22, 2024. Does not include any exercised TCP-ASC warrants. % TCP-ASC Warrants Exerc. (Millions of shares)
– Highly Preliminary and Confidential – Exhibit (c)(xiv)
Strategic Overview Materials
– Highly Preliminary and Confidential – Illustrative
Strategic Alternatives ▪ TowerBrook is considering the universe of future potential exit opportunities for its stake in R1 should the Project Raven take-private close ▪ Management’s forecast and TowerBrook’s underwriting
cases both suggest R1 could be generating ~$1.2bn in EBITDA annually by 2029E – At this size, there will exist a limited number of potential strategics and sponsors that could acquire the company ▪ The following considers four potential
alternative paths to an exit of the TCP-ASC stake in the company: 1 Sale to Strategic: Outright sale of 100% or majority of R1 to a strategic buyer 2 Sale to Sponsor: New sponsor acquires either TCP-ASC stake or 100% of company 3 Merge & Exit:
New sponsor acquires either TCP-ASC stake or 100% of company while merging it with an existing portfolio asset For Reference 4 Re-IPO: Take the company public again with new, larger EBITDA base in 2029 1
– Highly Preliminary and Confidential – Illustrative
Strategic Alternatives (Cont’d) For Reference 1 Sale to Strategic 2 Sale to Sponsor 3 Merge & Exit 4 Re-IPO ▪ Simplest execution▪ Strategic fit in sponsor ▪ Enhanced synergy ▪ Mitigates size concerns portfolios
broad and clear opportunity ▪ Strong synergy opportunity ▪ Liquidity opportunity leading to premium valuation▪ Reduced equity check if only ▪ PF scale strategically (potentially limited) TCP-ASC stake sold attractive ▪
Clear PF scale advantage over peers▪ Company maintains operational independence ▪ $10bn –$15bn+ size limits ▪ Large check size limits buyers ▪ Large equity check still ▪ Potentially leaves TCP-ASC universe of
buyers to largest funds required (potentially with large position mitigated if NMC rolled) ▪ Health system / customer ▪ Synergies likely lower than ▪ Incremental public company concerns with certain strategic acquiror▪
Complex execution with expenses strategic concentration (e.g., multiple parties UHG) ▪ Implications to customers critical in partner selection $3,350bn $206bn Warburg, Berkshire Partners $490bn N/A $51bn Thoma Bravo (1) $68bn Clearlake $33bn
(Public) 2 Source: FactSet as of June 28, 2024. (1) Assumes HIS management’s strategic focus shifts to inorganic expansion post-RMT. Selected Potential Partners Considerations Benefits
Exhibit (d)(iii)
TOWERBROOK INVESTORS VI EXECUTIVE FUND, L.P.
TOWERBROOK INVESTORS VI (ONSHORE), L.P.
TOWERBROOK INVESTORS VI (892), L.P.
TOWERBROOK INVESTORS VI (OS), L.P.
TCC OPPORTUNITIES, L.P.
TB EMPIRE OPPORTUNITIES, L.P.
CLAYTON, DUBILIER & RICE FUND XII, L.P.
July 31, 2024
Raven Acquisition Holdings,
LLC
c/o TowerBrook Capital Partners L.P.
Park Avenue Tower
65 East 55th Street, 19th Floor
New York, New York 10022
and
Clayton, Dubilier & Rice Fund XII, L.P.
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue, 18th
Floor
New York, NY 10152
| |
Re: |
Equity Financing Commitment |
Ladies and Gentlemen:
This letter agreement
sets forth the commitment of TowerBrook Investors VI Executive Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors VI (Onshore), L.P., a limited partnership organized under the laws of the Cayman
Islands, TowerBrook Investors VI (892), L.P., a limited partnership organized under the laws of Alberta, TowerBrook Investors VI (OS), L.P., a limited partnership organized under the laws of Alberta, TCC Opportunities, L.P., an Alberta limited
partnership, and TB Empire Opportunities, L.P., a Cayman Islands exempted limited partnership (collectively, the “TowerBrook Investors”), and Clayton, Dubilier & Rice Fund XII, L.P. (the “CD&R Investor”
and, together with the TowerBrook Investors, the “Investors” and each an “Investor”), upon the terms and subject to the conditions hereof, to purchase, directly or indirectly, equity securities of Raven Acquisition
Holdings, LLC, a Delaware limited liability company (“Parent”). It is contemplated that pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time in accordance with its
terms, the “Merger Agreement”), dated as of the date hereof, by and among R1 RCM Inc., a Delaware corporation (the “Company”), Parent and Project Raven Merger Sub, Inc., a Delaware corporation (“Merger
Sub”), Merger Sub will (upon the terms and subject to the conditions set forth therein) merge with and into the Company (the “Merger”), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of
Parent (the transactions contemplated by the Merger Agreement, including the Merger, collectively, the “Transaction”). Capitalized terms used but not otherwise defined herein and the term “including” shall have the
meanings ascribed to them in the Merger Agreement.
Page 2
1. Upon the terms and subject to the conditions set forth herein, each Investor, severally
and not jointly, agrees that such Investor will purchase (or cause one or more of its Affiliates to purchase), directly or indirectly, at or immediately prior to the Closing, equity securities of Parent (or one or more of its Affiliates who are
assigned Parent’s rights and interests under the Merger Agreement) for a purchase price equal to the product of (x) such Investor’s “Pro Rata Percentage” set forth opposite such Investor’s name in Section 8 below
multiplied by (y) the Maximum Commitment Amount (as defined below), or such lesser amount, together with the Debt Financing and Cash on Hand, as may be required to fund the payments by Parent due under Sections 2.7, 2.8 and 2.9 of the Merger
Agreement (such Investor’s respective commitment, its “Commitment”), solely for the purposes of allowing Parent to fund, or cause to be funded, the payments required to be made by Parent at the Closing pursuant to Sections 2.7,
2.8 and 2.9 of the Merger Agreement and fees and expenses required to be paid by Parent in connection with the Closing, in each case, if and only to the extent required to be funded by Parent on or prior to the Closing pursuant to the Merger
Agreement, and not for any other purpose. For purposes of this letter agreement, “Maximum Commitment Amount” means $3,606,938,921.30; and each Investor’s “Investor Maximum Commitment Amount” shall mean the
amount set forth opposite such Investor’s name in Section 8 below. The Investors’ and their respective permitted assignees’ obligations to provide equity funding to Parent in connection with the consummation of the Transaction
shall in no event exceed in the aggregate the Maximum Commitment Amount, and each Investor’s and its permitted assignees’ obligations to provide equity funding to Parent in connection with the consummation of the Transaction shall in no
event exceed in the aggregate such Investor’s Investor Maximum Commitment Amount. No Investor or any of its permitted assignees will have any obligation under this letter agreement to contribute to, purchase equity or debt securities of or
otherwise provide funds to Parent, Merger Sub, the Company, any member of the Company Group or any other Person, except as expressly provided herein. Notwithstanding anything to the contrary in this letter agreement, each Investor shall be entitled
to assert as a defense to the obligation to fulfill its Commitment hereunder any defense that is or would be available to Parent or Merger Sub under the Merger Agreement (other than any defense (i) arising from the insolvency, bankruptcy or similar
proceeding with respect to Parent or Merger Sub, (ii) based on a lack of capacity or lack of authority of Parent or Merger Sub or (iii) based on any limitation to the enforceability or validity of, or the unenforceability or invalidity of, the
obligations of Parent or Merger Sub). In the event Parent does not require all of the Commitments to effect the Closing, each Investor’s respective Commitment shall be reduced accordingly and proportionally to such Investor’s Pro Rata
Percentage; provided that the Commitments shall not be so reduced unless such reduction occurs immediately prior to and contingent upon the Closing. For purposes of this letter agreement, the term “Affiliate” means with respect to
any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities, by contract or otherwise and
2. The obligations of each
Investor under this letter agreement, including each Investor’s obligation to fund its Commitment, are subject to the following conditions: (a) the execution and delivery of the Merger Agreement by Parent, Merger Sub and the Company,
(b) the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement shall have been satisfied in full (and remain satisfied in full as of immediately prior to the Closing, in each case other than those conditions that by their nature
can only be satisfied at the Closing, which conditions are capable of being satisfied if the Closing were to occur at such time) or validly waived in accordance with the terms thereof, (c) the full proceeds of the Debt Financing shall have been
received by Parent (or an Affiliate thereof, as applicable), or will be received by Parent (or such Affiliate) substantially contemporaneously with the Investors’ funding of their respective Commitments, on the terms and subject to the
conditions contemplated by the Debt Commitment Letters, (d) the concurrent funding of each other Investor’s Commitment hereunder (it being understood that no Investor shall be required to fund its Pro Rata Percentage of the Commitment
unless each other Investor funds its Pro Rata Percentage of its Commitment in accordance with the terms and conditions set forth herein) and (e) the Merger will be consummated in accordance with the terms of the Merger Agreement substantially
contemporaneously with the Investors’ funding of their respective Commitments.
Page 3
3. This letter agreement and all obligations under this letter agreement shall automatically
and immediately terminate and cease to be of any further force or effect without the need for any further action by any Person (at which time the obligations of each Investor hereunder shall be immediately discharged in full) upon the earliest to
occur of: (a) the Closing; (b) the valid termination of the Merger Agreement in accordance with its terms; (c) the payment of any Guaranteed Obligation (as defined in the Limited Guarantee) (other than the payment of any reimbursement
and indemnification obligations if, when, and as due pursuant to Section 6.5(f) of the Merger Agreement) in accordance with and subject to the terms and conditions of the Limited Guarantee; (d) without limiting the
rights of the Company or any member of the Company Group with respect to any Retained Claims (as defined in the Limited Guarantee (as herein defined)), any member of the Company Group filing or asserting in a Legal Proceeding, or directing or
consenting to any of its agents, equity holders or Representatives filing or asserting in a Legal Proceeding (i) any claim with respect to the Limited Guarantee against any Guarantor or any Guarantor Affiliate (each as defined in the Limited
Guarantee) other than a claim against a Guarantor in respect of a Guaranteed Obligation (as each such term is defined in the Limited Guarantee), or (ii) any claim against any Guarantor or any Guarantor Affiliate in connection with this letter
agreement, the Merger Agreement, the transactions contemplated hereby or the Transaction, in each case, other than Retained Claims or in a court other than a Chosen Court, subject in each case to all of the terms, conditions and limitations herein,
in the Merger Agreement and in the Limited Guarantee; and (e) the occurrence of any event which, by the terms of the Limited Guarantee, is an event that results in the termination of the Guarantors’ obligations under the Limited Guarantee.
A Commitment may not be assigned by an Investor, and no assignment of any rights or obligations hereunder by an Investor shall be permitted, without the prior written consent of the other parties hereto and the Company, which may not be unreasonably
withheld, conditioned or delayed (except that an Investor may without consent assign its Commitment or any portion thereof to one or more of its Affiliates, financing sources or other investors, upon the actual funding of such assigned portion of
the Commitment to Parent in accordance with this letter agreement solely immediately prior to and contingent upon the Closing); provided that no such assignment shall relieve any Investor of its obligations hereunder to the extent such
assignee does not fulfill such obligations. Any purported assignment in violation of the preceding sentence shall be null and void.
4.
This letter agreement shall be treated as confidential by all parties hereto as if Section 20 of the Limited Guarantee applied to this letter agreement, mutatis mutandis.
Page 4
5. The Investors acknowledge that (a) Parent is entitled to specifically enforce the
obligations of the Investors to satisfy the Commitment when all of the conditions to funding the Commitment set forth in this letter agreement have been satisfied, and (b) the Company is an express third party beneficiary of this letter
agreement solely to the extent that the Company is entitled to (i) in accordance with and subject to the terms of Section 9.10(b) of the Merger Agreement, specific performance of the Investors’ obligations to fund, directly or
indirectly, their respective Commitments at the Closing in accordance with the terms and conditions of this letter agreement and as and only to the extent permitted by the Merger Agreement and this letter agreement, (ii) enjoin any assignment
without the consent of the Company to the extent such consent is expressly required under Section 3 or any amendment or waiver of this letter agreement without the consent of the Company to the extent such consent is
expressly required under Section 10 and, in connection with the foregoing clause (i), the Company has the right to an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent to
cause, or to directly cause, each Investor to fund, directly or indirectly, its Commitment in accordance with the terms and conditions of this letter agreement and as and only to the extent permitted by the Merger Agreement and this letter
agreement. The Investors accordingly agree, subject in all respects to Section 9.10(b) of the Merger Agreement, not to oppose the granting of an injunction, specific performance or other equitable relief on the basis that the Company has an
adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. The Investors further agree that the Company shall not be required to post a bond or other security in connection with such
order or injunction sought in accordance with the terms of Section 9.10(b) of the Merger Agreement or pursuant to this letter agreement. The Investors acknowledge and agree that (A) Parent is delivering a copy of this letter agreement to
the Company and that the Company is relying on the obligations and commitments of the Investors hereunder in connection with the Company’s decision to enter into the Merger Agreement and consummate the Transaction, (B) the availability of
the Guaranteed Obligations from the Buyer Parties pursuant to the Merger Agreement and the Guarantors pursuant to the Limited Guarantee (x) is not intended to and does not adequately compensate for the harm that would result from a breach of
the Merger Agreement or a breach of any Investor’s obligations to fund its Commitment in accordance with the terms of this letter agreement and (y) so long as the Merger Agreement has not been validly terminated in accordance with its
terms, shall not be construed to diminish or otherwise impair in any respect the Company’s right to specific enforcement to cause Parent to cause, or to directly cause, any Investor to fund, directly or indirectly, its Commitment under this
letter agreement, and to cause the Buyer Parties to consummate the Transaction pursuant Section 9.10(b) of the Merger Agreement, and (C) the right of specific performance under and in accordance with this letter agreement and
Section 9.10(b) of the Merger Agreement is an integral part of the Transaction and without those rights, the Company would not have entered into the Merger Agreement. Other than Parent and, solely for the purposes of exercising its rights set
forth in Section 3 hereof and this Section 5 and subject to Section 9.10(a) of the Merger Agreement, the Company, no Person, including the direct or indirect creditors of Parent or the
Company, shall have any right to enforce this letter agreement or the Commitments herein or to cause Parent to enforce this letter agreement or the Commitments herein.
6. Notwithstanding anything that may be expressed or implied in this letter agreement, any Transaction Document or any document or instrument
delivered in connection herewith or therewith, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, and notwithstanding the fact that an Investor or its general partner (or any permitted assignee
hereunder) may be a partnership or limited liability company, by its acceptance of the benefits of this letter agreement, each of Parent and the Company acknowledges and agrees that no Person other than the Investors (or their respective successors
or permitted assignees) has any obligations hereunder, and nothing in this letter agreement is intended, nor shall anything herein be construed, to confer upon any Person any remedy, recourse or right of recovery (whether at law, in equity, in
contract, in tort or otherwise) against, or contribution from, any Investor Affiliate (as defined below) through any Investor (or its successors or permitted assignees), Parent or otherwise, whether by or through attempted piercing of the corporate
veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim or other action by or on behalf of any Investor (or its successors or
permitted assignees) or Parent against any Investor (or its successors or permitted assignees) or any Investor Affiliate, or otherwise. For purposes of this letter agreement, the term “Investor Affiliate” means, as applied to an
Investor, any of the following (other than such Investor) (a) any former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officers, members, managers,
directors, employees, agents, attorneys, controlling Persons, assignees, Representatives, Affiliates or successors of such Investor, (b) Parent and any Subsidiary of Parent, and (c) any former, current or future general or limited
partners, stockholders, holders of any equity, partnership or limited liability company interest, officers, members, managers, directors, employees, agents, attorneys, controlling Persons, assignees, Representatives, Affiliates or successors of any
of the foregoing.
Page
5
7. Concurrently with the execution and delivery of this letter agreement, each Investor is
executing and delivering to the Company a Limited Guarantee related to certain of Parent’s monetary obligations under the Merger Agreement (the “Limited Guarantee”). The remedies (a) against the Guarantors solely with
respect to Retained Claims and Retained Guarantee Claims (as defined in the Limited Guarantee), (b) against Parent solely with respect to Retained Merger Agreement Claims (as defined in the Limited Guarantee) or against the applicable person party
to the Support Agreement solely with respect to Retained Support Agreement Claims (as defined in the Limited Guarantee), (c) of specific performance as provided in the Merger Agreement and hereunder (subject to the terms and conditions of the Merger
Agreement and this letter agreement), and (d) against the applicable Persons party to the Confidentiality Agreements solely with respect to Retained Confidentiality Agreement Claims (as defined in the Limited Guarantee), shall be the sole and
exclusive direct or indirect remedies available to the Company or any member of the Company Group, or any of their respective Affiliates, securityholders, agents or Representatives, against any Guarantor or any Guarantor Affiliate in respect of any
liabilities, obligations or damages (including consequential, indirect or punitive damages, and whether at law, in equity or otherwise) arising under, or in connection with, this letter agreement, the Merger Agreement, the other Transaction
Documents and the transactions contemplated hereby and thereby, including in the event Parent breaches its obligations under the Merger Agreement, whether or not Parent’s breach is caused by any Investor’s breach of its obligations under
this letter agreement or the failure of the Closing to occur. This letter agreement is solely for the benefit of Parent and, as set forth and to the extent provided in Section 5, the Company and is not intended to, nor does
it, confer any benefits on, or create any rights or remedies in favor of, any Person other than Parent, the Guarantors, the Investors, the Investor Affiliates and the Company (or their respective successors or permitted assignees). In no event shall
any of Parent’s creditors (other than the Company) or any other Person (other than the parties hereto or, to the extent expressly provided herein, the Company) have any right to enforce this letter agreement or to cause Parent to enforce this
letter agreement. None of the Company, any member of the Company Group, or any of their respective Affiliates, securityholders, agents or Representatives is permitted or entitled to receive both a grant of specific performance to cause each Investor
to fund, directly or indirectly, its Commitment (whether under this letter agreement or the Merger Agreement), on the one hand, and payment of the Guaranteed Obligations (whether under the Limited Guarantee or the Merger Agreement), on the other
hand.
8. Each party hereto acknowledges and agrees that (a) this letter agreement is not intended to, and does not, create any
agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto, and neither this letter agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof
shall be construed to suggest otherwise, (b) the obligations of each Investor under this letter agreement are solely contractual in nature and (c) the determinations of each Investor to enter into this letter agreement, waive or enforce
any right of such Investor hereunder or consummate the transactions contemplated hereby were and shall be made independent of such other Investors. Notwithstanding anything to the contrary contained in this letter agreement, the liability of each
Investor hereunder shall be several, not joint and several, based upon such Investor’s Pro Rata Percentage. The “Pro Rata Percentage” of each Investor is as set forth below:
|
|
|
|
|
|
|
|
|
| |
|
Pro Rata
Percentage |
|
|
Investor Maximum
Commitment Amount |
|
| TowerBrook Investors VI Executive Fund, L.P. |
|
|
0.1729 |
% |
|
$ |
6,237,738.00 |
|
| TowerBrook Investors VI (Onshore), L.P. |
|
|
3.3914 |
% |
|
$ |
122,326,542.00 |
|
| TowerBrook Investors VI (892), L.P. |
|
|
1.8647 |
% |
|
$ |
67,259,556.00 |
|
| TowerBrook Investors VI (OS), L.P. |
|
|
1.0584 |
% |
|
$ |
38,176,164.00 |
|
| TCC Opportunities, L.P. |
|
|
7.4856 |
% |
|
$ |
270,000,000.00 |
|
| TB Empire Opportunities, L.P. |
|
|
0.3133 |
% |
|
$ |
11,300,000.00 |
|
| Clayton, Dubilier & Rice Fund XII, L.P. |
|
|
85.7136 |
% |
|
$ |
3,091,638,921.30 |
|
| TOTAL |
|
|
100 |
% |
|
$ |
3,606,938,921.30 |
|
Page
6
9. Each Investor represents and warrants to Parent that (a) such Investor (or its
successors or permitted assignees) has, and, until the termination of this letter agreement in accordance with its terms, will have, uncalled and legally enforceable capital commitments from limited partners and/or other investors or legally
enforceable equity commitments from underlying investors to purchase interests in such Investor, in each case, at least equal to such Investor’s Investor Maximum Commitment Amount, (b) it is duly organized, validly existing and in good
standing under the laws of its jurisdiction or organization and has the requisite power, capacity and authority to execute and deliver this letter agreement and to fulfill and perform its obligations hereunder (subject to and in accordance with the
terms hereof), (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding agreement of it enforceable by Parent and, when expressly permitted, the Company in accordance with its terms,
subject to the Enforceability Limitations, (d) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary limited partnership action, (e) the execution,
delivery and performance of this letter agreement by it does not and will not conflict with, violate the terms of, or result in the acceleration of an obligation under (i) any material contract, commitment or other material instrument to which
it is a party or is bound or (ii) its organizational documents or any applicable Law, Order or material contractual restriction binding on such Investor or its assets, (f) all consents, approvals, authorizations, permits of, filings with
and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other
action by, and no notice to or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement, in each case, other than other than (i) such reports,
schedules, statements, filings, waivers, clearances, approvals or waiting periods contemplated by the Merger Agreement, and (ii) as would not, individually or in the aggregate, prevent or materially impair the ability of such Investor to
perform its obligations under this letter agreement, and (g) the payment in full of such Investor’s Commitment will not result in a breach or violation of any applicable concentration limits or similar restrictions applicable to such
Investor.
10. This letter agreement may not be amended or otherwise modified without the prior written consent of (a) the parties hereto
and (b) the Company (which shall not be unreasonably conditioned, withheld or delayed, other than with respect to any amendment or modification that would adversely affect the Company’s rights set forth in Section 3 hereof or this
Section 10 or that would otherwise materially and adversely affect the Company’s rights in respect of the transactions contemplated by the Merger Agreement or its ability to enforce this letter agreement). No waiver by any party hereto
of any of its rights hereunder will be effective until such waiver is made in writing by such party. No waiver by any party hereto of any other party’s obligations hereunder shall be enforceable unless such waiver is made in writing and
approved by the Company. Any waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the person granting such waiver in any other respect or at any other time. No
failure or delay by any person in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
11. All notices and other communications hereunder shall be in writing and shall be deemed given (a) when
delivered personally by hand (with written confirmation of receipt by nonautomatic means, whether electronic or otherwise), (b) when sent by email if sent prior to 5:00 p.m., New York City time, on a Business Day or, if not, on the next succeeding
Business Day (so long as no notice of failure of delivery is received by the sender) or (c) one (1) Business Day after the day sent by an internationally recognized overnight courier marked for overnight delivery, in each case, at the following
addresses and email addresses (or to such other address or email address as a party may have specified by notice given to the other party under this Section 11):
Page
7
If to any of the TowerBrook Investors (addressed in such Investor’s name) or Parent to :
c/o TowerBrook Capital Partners L.P.
Park Avenue Tower
65 East 55th Street, 19th Floor
New York, New York 10022
Attention: Glenn Miller, Co-Global General Counsel
Email: [***]
with a copy to (which shall not constitute notice):
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Steve A. Cohen
Victor Goldfeld
Email: [***]
[***]
If to the CD&R Investor
(addressed in such Investor’s name) or Parent to:
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue, 18th Floor
New York, NY 10152
Attention: Ravi Sachdev
Adam Karol
Email: [***]
[***]
with a copy to
(which shall not constitute notice):
Debevoise & Plimpton LLP
66 Hudson Boulevard
New York, New York 10001
Attention: Kevin Rinker
Christopher Anthony
Katherine Durnan Taylor
Email: [***]
[***]
[***]
12. This letter agreement, together with the Merger Agreement (including the exhibits and schedules thereto), the Confidentiality Agreements,
the Limited Guarantee, the Support Agreement and the agreements and documents executed and/or delivered pursuant to or in connection herewith or therewith, constitutes the entire agreement, between or among the Investors (and their respective
successors or permitted assignees) or any Investor Affiliate, on the one hand, and Parent or any of its Subsidiaries, or any of their respective equity holders, agents or Representatives, on the other hand, with respect to the subject matter hereof
and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, between or among the Investors (and their respective successors or permitted assignees) or any Investor
Affiliate, on the one hand, and Parent or any of its Subsidiaries, or any of their respective equity holders, agents or Representatives, on the other hand. If any term or other provision of this letter agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other conditions and provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is
not affected in any manner materially adverse to any party hereto or to the Company; provided, however, that this letter agreement may not be enforced without giving effect to the provisions of Section 8 of
this letter agreement or the limits on the amount of the Maximum Commitment or each Investor’s Investor Maximum Commitment Amount. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
Investors and Parent (and the Company, to the extent the Company is entitled to consent to an amendment of such term or other provision) shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the
Investors, Parent and the Company as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
Page
8
13. This letter agreement and all claims and causes of action (whether in contract or in tort
or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof shall be governed by and construed in
accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction
other than the State of Delaware.
14. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY TO THIS LETTER AGREEMENT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT
MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 14 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND
WILL RELY IN ENTERING INTO THIS LETTER AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 14 WITH ANY PERSON AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.
15. For any claim or cause of action that may be based on, arise out of or relate hereto or the negotiation, execution, performance
or subject matter hereof, each party hereto (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject
matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Court”), (b) agrees that all
claims and causes of action shall be heard and determined exclusively in the courts identified in clause (a) of this Section 15, (c) waives any objection to laying venue in any such claim or cause of action in such
courts, (d) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over any party hereto and (e) agrees that service of process upon such party in any such claim or cause of action shall be
effective if such process is given as a notice under Section 11.
16. This letter agreement and any signed
agreement or instrument entered into in connection with this letter agreement, and any amendments or waivers hereto or thereto, may be executed in multiple counterparts, any one of which need not contain the signatures of more than one party, but
all such counterparts taken together shall constitute one and the same instrument. This letter agreement will become effective when duly executed by each party hereto and delivered to the other parties hereto.
Page
9
17. This letter agreement and any signed agreement or instrument entered into in connection
with this letter agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise
the use of e-mail delivery of a “.pdf” format data file to deliver a signature to this letter agreement or any amendment hereto or the fact that any signature or agreement or instrument was
transmitted or communicated through e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.
* * * * * * *
If this letter agreement is agreeable to you, please so indicate by signing in the space
indicated below.
|
|
|
| Very truly yours, |
|
| TOWERBROOK INVESTORS VI EXECUTIVE FUND, L.P. |
|
| By: TowerBrook Investors GP VI, L.P. |
| Its: General Partner |
|
| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
|
|
Name: Glenn F. Miller |
|
|
Title: Attorney-in-Fact |
|
|
| By: |
|
/s/ Jennifer Glassman |
|
|
Name: Jennifer Glassman |
|
|
Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Equity Commitment Letter]
|
|
|
| TOWERBROOK INVESTORS VI (ONSHORE), L.P. |
|
| By: TowerBrook Investors GP VI, L.P. |
| Its: General Partner |
|
| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
|
|
Name: Glenn F. Miller |
|
|
Title: Attorney-in-Fact |
|
|
| By: |
|
/s/ Jennifer Glassman |
|
|
Name: Jennifer Glassman |
|
|
Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Equity Commitment Letter]
|
|
|
| TOWERBROOK INVESTORS VI (892), L.P. |
|
| By: TowerBrook Investors GP VI (Alberta), L.P. |
| Its: General Partner |
|
| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
|
|
Name: Glenn F. Miller |
|
|
Title: Attorney-in-Fact |
|
|
| By: |
|
/s/ Jennifer Glassman |
|
|
Name: Jennifer Glassman |
|
|
Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Equity Commitment Letter]
|
|
|
| TOWERBROOK INVESTORS VI (OS), L.P. |
|
| By: TowerBrook Investors GP VI (Alberta), L.P. |
| Its: General Partner |
|
| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Glenn F. Miller |
|
|
Name: Glenn F. Miller |
|
|
Title: Attorney-in-Fact |
|
|
| By: |
|
/s/ Jennifer Glassman |
|
|
Name: Jennifer Glassman |
|
|
Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Equity Commitment Letter]
|
|
|
| TB EMPIRE OPPORTUNITIES, L.P. |
|
| By: TB Empire Opportunities GP, L.P. |
| Its: General Partner |
|
| By: TowerBrook Investors Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Neal Moszkowski |
|
|
Name: Neal Moszkowski |
|
|
Title: Director |
[Signatures Continue]
[Signature Page to Equity Commitment Letter]
|
|
|
| TCC OPPORTUNITIES, L.P. |
|
| By: TCC Opportunities GP, L.P. |
| Its: General Partner |
|
| By: TowerBrook Investors Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Neal Moszkowski |
|
|
Name: Neal Moszkowski |
|
|
Title: Director |
[Signatures Continue]
[Signature Page to Equity Commitment Letter]
|
|
|
| CLAYTON, DUBILIER & RICE FUND XII, L.P. |
|
| By: CD&R Associates XII, L.P. |
| Its: General Partner |
|
| By: CD&R Investment Associates XII, Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Rima Simson |
|
|
Name: Rima Simson |
|
|
Title: Vice President, Treasurer and Secretary |
[Signature Page to Equity Commitment Letter]
|
|
|
| Accepted and agreed as of the date set forth above: |
|
| RAVEN ACQUISITION HOLDINGS, LLC |
|
|
| By: |
|
/s/ Glenn F. Miller |
|
|
Name: Glenn F. Miller |
|
|
Title: Vice President and Secretary |
[Signature Page to Equity Commitment Letter]
Exhibit (d)(iv)
EXECUTION VERSION
LIMITED
GUARANTEE
This Limited Guarantee, dated as of July 31, 2024 (this “Limited Guarantee”), is made by TowerBrook
Investors VI Executive Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors VI (Onshore), L.P., a limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors VI (892),
L.P., a limited partnership organized under the laws of Alberta, TowerBrook Investors VI (OS), L.P., a limited partnership organized under the laws of Alberta, TCC Opportunities, L.P., an Alberta limited partnership, and TB Empire Opportunities,
L.P., a Cayman Islands exempted limited partnership (collectively, the “TowerBrook Guarantors”) and Clayton, Dubilier & Rice Fund XII, L.P. (the “CD&R Guarantor” and, together with the TowerBrook
Guarantors, the “Guarantors” and each a “Guarantor”), in favor of R1 RCM Inc., a Delaware corporation (the “Company”). Reference is hereby made to (a) the Agreement and Plan of Merger (as
amended, restated supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Raven Acquisition Holdings, LLC, a Delaware limited
liability company (“Parent”) and Project Raven Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and (b) the equity commitment letter, dated as of the date hereof, by and among the Guarantors and Parent
(the “Equity Commitment Letter”). Capitalized terms used but not otherwise defined herein and the term “including” shall have the meanings ascribed to them in the Merger Agreement.
1. Limited Guarantee(a) . To induce the Company to enter into the Merger Agreement, each Guarantor hereby irrevocably and
unconditionally guarantees severally and not jointly as set forth in Section 21 below (and not jointly and severally) to the Company, on the terms and subject to the conditions set forth herein, the payment of its
Pro Rata Percentage of (a) the Reverse Termination Fee, if, when, and as due pursuant to Section 8.3(a) of the Merger Agreement, (b) any reimbursement and indemnification obligations if, when, and as
due pursuant to Section 6.5(f) of the Merger Agreement (up to an aggregate amount not to exceed $5,000,000) and (c) any enforcement expenses if, when, and as due pursuant to Section 8.3(d) of
the Merger Agreement (up to an aggregate amount not to exceed $10,000,000) (collectively, the “Guaranteed Obligations”); provided, that this Limited Guarantee will expire and will have no further force or effect, and
no member of the Company Group, any of the Company Related Parties, or any of their respective equity holders, agents or Representatives, will have any rights hereunder, upon termination of the obligations and liabilities of the Guarantors in
accordance with Section 6. In no event shall the aggregate liability of all of the Guarantors under this Limited Guarantee exceed an amount equal to $565,000,000 (the “Cap”). The parties hereto agree
that this Limited Guarantee may not be enforced against any Guarantor without giving effect to the Cap, and the parties hereto hereby agree that no Guarantor shall be required to pay more than its Pro Rata Percentage (as defined below) of the
applicable Guaranteed Obligations and in any case no more than its Pro Rata Percentage of the Cap (such amount with respect to each Guarantor, such Guarantor’s “Maximum Guarantor Amount”). All payments hereunder shall be made
in lawful money of the United States, in immediately available funds. No member of the Company Group, or any of the Company Related Parties, shall be entitled to receive (or be awarded by any court) any amount from a Guarantor
under or in respect of this Limited Guarantee arising out of the transactions contemplated hereby or by the Merger Agreement unless the Merger Agreement has been terminated in accordance with its terms prior to or concurrently with such receipt or
award. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith
or otherwise, the Company hereby agrees, on behalf of itself and the Company Related Parties, that to the extent Parent is relieved of all or any portion of its payment or performance obligations under the Merger Agreement, by satisfaction or waiver
thereof or pursuant to any other agreement with the Company, the Guarantors shall be similarly relieved, to such extent, of their respective obligations under this Limited Guarantee.
2. Terms of Limited Guarantee.
(a) This Limited Guarantee is an absolute, irrevocable, unconditional and continuing guarantee of payment, not collection, and a separate
action or actions must be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, as to each Guarantor, up to an amount equal to such Guarantor’s Maximum Guarantor Amount, irrespective of whether any action is brought
against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions.
(b) Except as otherwise
provided herein and without amending or limiting the other provisions of this Limited Guarantee (including Section 6), the liability of the Guarantors under this Limited Guarantee shall, to the fullest extent permitted
under applicable Law, be absolute, irrevocable and unconditional irrespective of:
(i) any change in the corporate
existence, structure or ownership of Parent, Merger Sub, any Guarantor (or any direct or indirect owner of Guarantor) or the Company or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting
Parent, Merger Sub, any Guarantor (or any direct or indirect owner of Guarantor) or the Company or any of its Subsidiaries or any of their respective assets;
(ii) any waiver, amendment or modification of the Merger Agreement in accordance with its terms, or change in the time, manner,
place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation or any liability incurred directly or indirectly in respect thereof;
(iii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or
otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor);
(iv) the
adequacy of any other means the Company may have of obtaining repayment of any of the Guaranteed Obligations;
(v) any
breach of the Merger Agreement by the Company or any other successor in interest to the transactions contemplated by the Merger Agreement (except to the extent that such breach would release or limit, or provide Parent with a defense to, any of the
Guaranteed Obligations under the Merger Agreement);
(vi) any defenses that may be available by virtue of any valuation,
moratorium law or other similar law now or hereafter in effect and all suretyship defenses generally (other than defenses to the payment of any Guaranteed Obligations that are available to Parent under the Merger Agreement or otherwise under this
Limited Guarantee);
(vii) the failure of the Company to assert any claim or demand or to enforce any right or remedy
against Parent, Merger Sub, or any Guarantor; or
(viii) subject to Sections 2(e) and 3, the existence of any claim,
set-off or other right which any Guarantor may have at any time against Parent, Merger Sub or the Company (or any of their respective Subsidiaries), whether in connection with any of the Guaranteed Obligations
or otherwise.
2
Notwithstanding the foregoing or anything to the contrary in this Limited Guarantee, the Guarantors shall be
automatically, immediately and fully released and discharged hereunder without the need for any further action by any Person if the Guaranteed Obligations are paid in full to the Company by Parent or any other Person.
(c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and
notice of or proof of reliance by the Company upon this Limited Guarantee or acceptance of this Limited Guarantee, other than any notice specifically required to be given to Parent under the Merger Agreement, which is not waived. The Guaranteed
Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent or the Guarantors, on the one hand, and the Company, on the other hand, shall likewise be
conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing its rights and remedies hereunder against any Guarantor, the Company shall be under no obligation to pursue such rights and remedies it may
have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Company to pursue such other rights or remedies or to collect any payments from Parent or any such other
Person or to realize upon or to exercise any such right of offset shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable
Law, but, for the avoidance of doubt, subject to the limitations set forth in the Merger Agreement, the Equity Commitment Letter or the other Transaction Documents.
(d) The Company shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to any
insolvency, bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Company in respect of any Guaranteed Obligation
is rescinded or must otherwise be returned for any reason whatsoever, the Guarantors shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made, irrespective of any termination of this Limited
Guarantee.
(e) The waivers set forth in this Section 2 or elsewhere in this Limited Guarantee shall not operate
to waive, affect or impair (i) any of the rights, remedies or defenses of Parent or of the Guarantors under or in respect of the Merger Agreement, the Equity Commitment Letter, this Limited Guarantee or any other Transaction Document, including
any right to receive notice, or (ii) any right to assert any defense, counterclaim or setoff applicable to the Guaranteed Obligations, such that if Parent or the Guarantors are entitled under the terms of the Merger Agreement or any other
Transaction Document to assert a defense, counterclaim or right of setoff in respect of any Guaranteed Obligation, the Guarantors shall be entitled to assert such defense, counterclaim or right of offset as a defense to claims against it in respect
of such Guaranteed Obligation under this Limited Guarantee, except to the extent such defense has been raised by Parent and dismissed with prejudice by a Chosen Court in a final and non-appealable judgment.
(f) So long as this Limited Guarantee is in effect, each Guarantor hereby covenants and agrees that, without prejudice to Sections
2(e) and 3, it shall not institute, and shall cause each of its controlled Affiliates not to institute, directly or indirectly, any Legal Proceeding or bring any other claim asserting that this Limited Guarantee is illegal, invalid or
unenforceable in accordance with its terms, but subject to the terms of this Limited Guarantee.
3
(g) Each Guarantor acknowledges and agrees that the provisions of this Limited Guarantee
(x) shall not be construed to diminish or otherwise impair in any respect the Company’s right, so long as the Merger Agreement has not been terminated, to specific enforcement to cause Parent or Merger Sub to cause, or to directly cause,
such Guarantor to fund, directly or indirectly, its Commitment under the Equity Commitment Letter, and to cause Parent or Merger Sub to consummate the transactions contemplated by the Merger Agreement under Section 9.10(b) of the Merger
Agreement, in each case in accordance with, and subject to the terms and conditions of, the Merger Agreement and the Equity Commitment Letter and (y) shall not limit the Company’s rights under the Confidentiality Agreements or the Support
Agreement. Each Guarantor acknowledges and agrees that the remedies available to the Company under Section 9.10(b) of the Merger Agreement and the Equity Commitment Letter shall be in addition to any other remedy to which the Company is
entitled, and the election to pursue any injunction or specific performance under Section 9.10(b) of the Merger Agreement and/or the Equity Commitment Letter shall not restrict, impair or otherwise limit the Company from, in the alternative,
terminating the Merger Agreement and collecting the Guaranteed Obligations; provided, that, without limiting the ability of the Company to seek both remedies, under no circumstances shall the Company be permitted or entitled to receive both a
grant of specific performance under Section 9.10(b) of the Merger Agreement that results in the occurrence of the Closing, on the one hand, and the payment of any Guaranteed Obligations, on the other hand.
3. Waiver of Acceptance; Presentment; Etc. Without amending or limiting the other provisions of this Limited Guarantee
(including Section 2(e) and Section 6), the Guarantors irrevocably and expressly waive (a) any and all rights or defenses arising by reason of any applicable Law which would otherwise require
any election of remedies by the Company and (b) promptness, diligence, acceptance hereof, presentment, demand, protest and any notice of any kind not provided for herein or not required to be provided to Parent under or in connection with the
Merger Agreement, except that such waivers set forth in clauses (a) and (b) shall not apply with respect to (and in no event do the Guarantors waive) defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger
Sub under this Limited Guarantee, the Merger Agreement or any other Transaction Document or in connection with the transactions contemplated hereby or thereby, or a breach of the Company of this Limited Guarantee (which, for the avoidance of doubt
and without any other limitation of any other provision of this Limited Guarantee includes any attempted enforcement of this Limited Guarantee without giving effect to the Cap, the applicable Maximum Guarantor Amount or any claim against a Guarantor
Affiliate (as defined below) in violation of Section 4(b)). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the
waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.
4. Sole Remedy.
(a) The Company acknowledges and agrees that Parent and Merger Sub do not have any assets, other than (in the case of Parent) its rights under
the Merger Agreement and the Equity Commitment Letter, and that, without limiting the provisions of the Equity Commitment Letter or the Merger Agreement, no funds are expected to be contributed to Parent unless the Closing occurs, and that, except
to the extent expressly provided in the Equity Commitment Letter and Section 9.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any
right to cause any assets to be contributed to Parent or Merger Sub by any Guarantor, any Guarantor Affiliate (as defined below) or any other Person. For the avoidance of doubt, the Company further acknowledges and agrees that the Company shall not
have any right to cause any assets to be contributed to Parent or Merger Sub by any Guarantor, any Guarantor Affiliate or any other Person with respect to any award of damages, nor shall any Guarantor or any Guarantor Affiliate have any liability or
obligation in respect thereof, regardless of whether the Reverse Termination Fee may be payable pursuant to Section 8.3(a) of the Merger Agreement.
4
(b) The Company further agrees and acknowledges that no Person other than the Guarantors has
any obligations under this Limited Guarantee and that, notwithstanding that the Guarantors may be limited partnerships, none of the Company, any member of the Company Group or any of the Company Related Parties, or any of their respective employees,
agents, advisors, Representatives, successors or assigns, has any remedy, recourse or right of recovery against or contribution from, (i) any former, current or future general or limited partners, stockholders, holders of any equity,
partnership or limited liability company interest, officers, members, managers, directors, employees, agents, attorneys, controlling persons, assignees, Representatives, Affiliates or successors of any Guarantor, or (ii) any former, current or
future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officers, members, managers, directors, employees, agents, attorneys, controlling persons, assignees, Representatives,
Affiliates or successors of any of the foregoing (those persons and entities described in the foregoing clauses being referred to herein collectively as “Guarantor Affiliates”), through any Guarantor, Parent or otherwise, whether by
or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of any
Guarantor or Parent against any Guarantor or any Guarantor Affiliate, or otherwise, except, in the case of each of clauses (i) and (ii) immediately above, for the Retained Claims (as defined below) solely against the Guarantor Affiliate
specifically identified with respect to such Retained Claim in the definition thereof.
(c) The Company hereby covenants and agrees that
none of the Company, any member of the Company Group or any of the Company Related Parties shall institute, and the Company shall not direct or provide consent to any member of the Company Group, the Company Related Parties, or any of their
respective agents, equity holders or Representatives to institute, any claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby,
against any Guarantor or any Guarantor Affiliate (other than Parent) except for Retained Claims (as defined below) solely against the Guarantor Affiliate specifically identified with respect to such Retained Claim in the definition thereof. As used
herein, “Retained Claims” means: (i) claims by the Company brought in a Chosen Court against any Guarantor under, in accordance with and upon the terms and subject to the conditions of this Limited Guarantee (the
“Retained Guarantee Claims”), (ii) claims by the Company brought in a Chosen Court against Parent or Merger Sub under, in accordance with and upon the terms and subject to the conditions of the Merger Agreement (the
“Retained Merger Agreement Claims”) or against the applicable person party to the Support Agreement under, in accordance with and upon the terms and subject to the conditions of the Support Agreement (the
“Retained Support Agreement Claims”), (iii) claims by the Company brought in a Chosen Court against any Investor (as defined in the Equity Commitment Letter) to enforce the Equity Commitment Letter as a third party beneficiary
thereof to the extent specified therein and subject to the conditions thereof and (iv) claims by the Company brought in a Chosen Court against the applicable persons party to the Confidentiality Agreements under, in accordance with and upon the
terms and subject to the conditions of the Confidentiality Agreements (the “Retained Confidentiality Agreement Claims”).
(d) The Company further unconditionally and irrevocably covenants and agrees that, notwithstanding anything to the contrary contained herein
or otherwise, the Company has no right to recover, and shall not recover, and the Company shall not institute, directly or indirectly, and shall cause each member of the Company Group and each Company Related Party not to institute, directly or
indirectly, any proceeding or bring any other claim in the name of or on behalf of the Company to recover more than the Cap (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount and
(y) such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations that becomes due and payable hereunder) in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited
Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or
abandonment thereof) or otherwise, and the Company shall promptly return to the applicable Guarantor or Guarantors all monies paid to it, any member of the Company Group or any Company Related Party in excess of the Cap, the applicable Maximum
Guarantor Amount or a Guarantor’s Pro Rata Percentage of the Guaranteed Obligations that becomes due and payable hereunder.
5
(e) The Retained Claims made against the applicable Persons shall be the sole and exclusive
remedies of the Company, any member of the Company Group or any of the Company Related Parties, equity holders, agents or Representatives against any Guarantor or any Guarantor Affiliate in respect of any liabilities or obligations arising under, or
in connection with, this Limited Guarantee, the Merger Agreement and the other Transaction Documents, or the transactions contemplated hereby or thereby, and such recourse shall be subject to the other limitations described herein and therein.
(f) Nothing set forth in this Limited Guarantee shall affect or be construed to affect or be construed to confer or give any Person other than
the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth, and subject to the limitations, herein. This Section 4 shall
survive the termination of this Limited Guarantee.
5. Subrogation. The Guarantors shall not exercise any rights of subrogation or
contribution against Parent, whether arising by contract or operation of law (including any such right arising under bankruptcy or insolvency laws) or otherwise, by reason of any payment by any of them pursuant to the provisions of
Section 1 hereof unless and until the Guaranteed Obligations have been indefeasibly paid in full.
6.
Termination. Notwithstanding any other provision herein to the contrary, no Guarantor shall have any further liability or obligation under this Limited Guarantee (and this Limited Guarantee shall automatically, without the action on
the part of any Person, terminate and be of no further force or effect) from and after the earliest of (i) the Closing, (ii) the valid termination of the Merger Agreement in accordance with its terms in any circumstances other than
pursuant to which Parent would be required pursuant to the terms and subject to the conditions of the Merger Agreement to make any payment of any Guaranteed Obligation (a “Qualifying Termination”), (iii) 15 days after the valid
termination of the Merger Agreement in accordance with its terms other than a Qualifying Termination, and (iv) the payment in full by the Guarantors or Parent of an amount sufficient to satisfy the Guaranteed Obligations (which shall not exceed
the Cap or, with respect to each Guarantor, the lesser of (x) such Guarantor’s Maximum Guarantor Amount and (y) such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations that becomes due and payable hereunder);
provided, that, if the Merger Agreement has been terminated in accordance with its terms and the Company has commenced a suit, action or other proceeding against Parent, Merger Sub or Guarantor alleging that any Guaranteed Obligations are due
and owing (a “Qualifying Suit”) prior to the 15th day after such termination, then this Limited Guarantee shall remain in full force and effect solely with respect to amounts claimed or alleged to be so owing until the earliest of
the following to occur (at which time, no Guarantor shall have any further liability or obligation under this Limited Guarantee (and this Limited Guarantee shall automatically, without the action on the part of any Person, terminate and be of no
further force or effect)): (A) a final, non-appealable resolution of such Qualifying Suit determining that no Guaranteed Obligations could become so due and owing, (B) a written agreement among the
Guarantors and the Company terminating the obligations and liabilities of the Guarantors with respect to the Guaranteed Obligations and (C) payment of the Guaranteed Obligations (up to the Cap and, with respect to each Guarantor, the lesser of
(x) such Guarantor’s Maximum Guarantor Amount and (y) such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations that becomes due and payable hereunder) by or on behalf of the Guarantors or Parent. Notwithstanding the
foregoing, in the event that the Company, any member of the Company Group or any Company Related Party or any of their respective successors or permitted assignees asserts, directly or indirectly, or any member of the Company Group or any of the
Company Related Parties directs or consents to any of their respective agents, equity holders or Representatives asserting, in each case, in any litigation or other action that the provisions of Section 1 (including those
limiting the Guarantors’ aggregate liability to the Cap or the applicable Maximum Guarantor Amount) or that any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of
liability against any Guarantor or any Guarantor Affiliate with respect to the transactions contemplated by this Limited Guarantee, the Merger Agreement, or the other Transaction Documents, other than liabilities with respect to the Retained Claims
(solely against the Guarantor Affiliate specifically identified with respect to such Retained Claim in the definition thereof), then (1) the obligations of each Guarantor under this Limited Guarantee shall terminate ab initio and shall
thereupon be null and void, (2) if any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Company, and (3) no Guarantor nor any Guarantor Affiliate shall have any
liability or obligation to any member of the Company Group or any of the Company Related Parties under this Limited Guarantee. Upon any termination of this Limited Guarantee, except in the case of Retained Confidentiality Agreement Claims, no Person
shall have any rights or claims (whether at law, in equity, in contract, in tort or otherwise) against Parent, Merger Sub, the Guarantors or their respective Guarantor Affiliates under this Limited Guarantee, the Merger Agreement, the Equity
Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or in connection with, the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or
otherwise, or in respect of any written or oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, and none of Parent, Merger Sub, the Guarantors or Guarantor
Affiliates shall have any further liability or obligation relating to or arising from this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in
connection herewith or therewith or in connection with, the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any written or oral representations made or alleged to be made in
connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise.
6
7. Continuing Guarantee. Except to the extent that the obligations and
liabilities of the Guarantors are terminated pursuant to the provisions of Section 6 hereof, this Limited Guarantee shall remain in full force and effect until the indefeasible payment and satisfaction in full of the
Guaranteed Obligations (subject to the Cap and the applicable Maximum Guarantor Amount), shall be binding upon each Guarantor, its successors, and permitted assigns, and shall inure to the benefit of, and be enforceable by, the Company and not any
other Person. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.
8. Entire Agreement. The Transaction Documents and the agreements and documents executed and/or delivered pursuant to or in connection
herewith or therewith (including the exhibits and schedules hereto and thereto) constitute the entire agreement with respect to the subject matter hereof and thereof and supersede any and all prior discussions, negotiations, proposals, undertakings,
understandings and agreements, whether written or oral, among Parent and the Guarantors or any Guarantor Affiliate on the one hand, and the Company, any member of the Company Group or any of the Company Related Parties, or any of their respective
equity holders, agents or Representatives, on the other hand. Except as expressly provided in this Limited Guarantee, no representation or warranty has been made or relied upon by the Company with respect to this Limited Guarantee.
9. Assignment; Amendments and Waivers. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder may be
assigned by the Company without the prior written consent of the Guarantors, or by any Guarantor without the prior written consent of the Company, except that each of the Guarantors may (upon prior written notice to the Company) assign, in whole or
in part, its obligations and rights hereunder to any Affiliate that delivers a limited guarantee to the Company that is substantially identical to this Limited Guarantee; provided, however, that, except to the extent otherwise agreed
by the Company and the other Guarantors, any such assignment shall not relieve any Guarantor of its obligations under this Limited Guarantee to the extent the assignee does not fulfill such obligations. Any attempted assignment in violation of this
Section 9 shall be null and void and of no force or effect. No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the
Guarantors and the Company, or in the case of a waiver, by the party or parties against whom the waiver is to be effective. No waiver by any party hereto of any breach or violation of, or default under, this Limited Guarantee, whether intentional or
not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising
any right, power or remedy under this Limited Guarantee will operate as a waiver thereof. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party hereto may otherwise
have due to any applicable Law or in equity.
7
10. No Third Party Beneficiaries. Except for the provisions of this Limited Guarantee
that reference Guarantor Affiliates (each of which shall be for the benefit of but may only be enforced by the Guarantors on behalf of each Guarantor Affiliate), this Limited Guarantee is and the respective representations, warranties and covenants
of the parties hereto set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and shall not, confer upon any
Person other than the parties hereto and the Guarantor Affiliates any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.
11. Counterparts. This Limited Guarantee may be executed in multiple counterparts, any one of which need not contain the signatures of
more than one party hereto, but all such counterparts taken together shall constitute one and the same instrument. This Limited Guarantee will become effective when duly executed by each party hereto and delivered to the other parties hereto.
12. Delivery by Electronic Transmission. This Limited Guarantee and any signed agreement or instrument entered into in connection with
this Limited Guarantee, and any amendments or waivers hereto or thereto, to the extent signed and delivered by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise
the use of e-mail delivery of a “.pdf” format data file to deliver a signature to this Limited Guarantee or any amendment hereto or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.
13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (a) when delivered
personally by hand (with written confirmation of receipt by nonautomatic means, whether electronic or otherwise), (b) when sent by email if sent prior to 5:00 p.m., New York City time, on a Business Day or, if not, on the next succeeding Business
Day (so long as no notice of failure of delivery is received by the sender) or (c) one (1) Business Day after the day sent by an internationally recognized overnight courier marked for overnight delivery, in each case, at the following
addresses and email addresses (or to such other address or email address as a party hereto may have specified by notice given to the other party under this Section 13):
(i) If to any Guarantor to (addressed in such Guarantor’s name):
c/o TowerBrook Capital Partners L.P.
Park Avenue Tower
65 East 55th
Street, 19th Floor
New York, New York 10022
Attention: Glenn Miller, Co-Global General Counsel
Email: [***]
8
and
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue, 18th Floor
New York, NY 10152
Attention: Ravi Sachdev
Adam Karol
Email: [***]
[***]
with a copy to (which
shall not constitute notice):
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York,
New York 10019
Attention: Steve A. Cohen
Victor Goldfeld
Email: [***]
[***]
and
Debevoise & Plimpton LLP
66 Hudson Boulevard
New York,
New York 10001
Attention: Kevin Rinker
Christopher Anthony
Katherine
Durnan Taylor
Email: [***]
[***]
[***]
(ii) If to the Company, to:
R1
RCM Inc.
434 W. Ascension Way, 6th Floor
Murray, Utah 84123
Attention: General Counsel
E-mail: [***]
with a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston,
Massachusetts 02116
Attention: Graham Robinson
Laura Knoll
Faiz Ahmad
Email: [***]
[***]
[***]
9
14. Governing Law. This Limited Guarantee, and all claims and causes of action
(whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the transactions contemplated by this Limited Guarantee, or the negotiation,
execution, performance or subject matter hereof, shall be governed by the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of Laws of any jurisdiction other than the State of Delaware.
15. Waiver of Jury Trial. TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW, EACH PARTY TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED
GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LIMITED GUARANTEE MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
CONTAINED IN THIS SECTION 15 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS LIMITED GUARANTEE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 15 WITH ANY
PERSON AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
16. Consent to
Jurisdiction. For any claim or cause of action that may be based on, arise out of or relate hereto or the transactions contemplated by this Limited Guarantee or the negotiation, execution, performance or subject matter hereof, each party hereto
(a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court
for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Court”), (b) agrees that all claims and causes of action shall be heard
and determined exclusively in the courts identified in clause (a) of this Section 16, (c) waives any objection to laying venue in any such claim or cause of action in such courts, (d) waives any objection that any
such court is an inconvenient forum or does not have jurisdiction over any party hereto and (e) agrees that service of process upon such party in any such claim or cause of action shall be effective if such process is given as a notice under
Section 13.
17. Representations and Warranties. Each Guarantor hereby represents and warrants to the
Company with respect to itself that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all power and authority to execute and deliver and perform this Limited Guarantee, (b) the
execution, delivery and performance of this Limited Guarantee by such Guarantor has been duly authorized and approved by all necessary limited partnership action, and no other proceedings or actions on the part of such Guarantor are necessary
therefor, (c) this Limited Guarantee has been duly and validly executed and delivered by it and, assuming that this Limited Guarantee is a valid and binding obligation of the Company, constitutes a valid and legally binding obligation of it,
enforceable against such Guarantor in accordance with its terms subject to the Enforceability Limitations, (d) the execution, delivery and performance by such Guarantor of this Limited Guarantee do not and will not (i) violate the
organizational documents of such Guarantor or (ii) violate any applicable Laws or judgment binding on such Guarantor or its assets, (e) such Guarantor has, and, until the termination of this Limited Guarantee in accordance with its terms,
will have, either existing uncalled and legally enforceable capital commitments from limited partners and/or other investors or such other financial means at its disposal, in each case, at least equal to such Guarantor’s Maximum Guarantor
Amount, and all funds necessary for such Guarantor to fulfill its Guaranteed Obligations under this Limited Guarantee shall be available to such Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with
Section 7 hereof, and (f) the payment in full of the Guaranteed Obligations will not result in a breach or violation of any applicable concentration limits or similar restrictions applicable to Guarantor.
10
18. Severability. Any term or provision of this Limited Guarantee that is invalid or
unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any
other jurisdiction; provided, however, that this Limited Guarantee may not be enforced without giving effect to the Cap, the applicable Maximum Guarantor Amount and the provisions of Sections 2(e), 4, 5 and
7 hereof (in each case, subject to the limitations set forth therein).
19. Headings. The headings contained in this Limited
Guarantee are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.
20.
Confidentiality.
(a) Each of the Company and the Guarantors agrees that it will not, and will not permit its Representatives or
Affiliates to, disclose to any Person or entity the contents or existence of this Limited Guarantee, other than to the extent required in connection with the enforcement of the rights of the Guarantors or the Company hereunder; provided, that
the parties may make such disclosure as each determines in good faith is required by applicable Law, any Governmental Authority or stock exchange rule or requirement, in each case, to the extent applicable, in accordance with
Section 20(b) below. Notwithstanding the foregoing, (i) the Company shall be permitted to disclose the contents and existence of this Limited Guarantee to each member of the Company Group, and (ii) each Guarantor
shall be permitted to disclose the contents and existence of this Limited Guarantee to its Affiliates and its and their respective limited partners, other equityholders, investors and Representatives.
(b) If the Company or any Guarantor is requested or required to disclose this Limited Guarantee by interrogatories, oral questions or requests
for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process (each, a “Process” and such party, the “Notifying Party”), such party shall provide the
other parties hereto, if such is not legally prohibited, with prompt written notice of any such request or requirement so that any other party hereto has an opportunity to seek a protective order or other appropriate remedy or waive compliance with
the applicable confidentiality provisions of this Limited Guarantee. If all other parties hereto waive compliance with the confidentiality provisions of this Limited Guarantee with respect to a specific request or requirement, the Notifying Party
shall disclose only that portion of this Limited Guarantee that is expressly covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. If (in the absence of a waiver by the other parties hereto)
the other parties hereto have not secured a protective order or other appropriate remedy, and the Notifying Party determines, based on advice of counsel, that it is nonetheless then legally compelled to disclose this Limited Guarantee in any
Process, the Notifying Party may, after notice to the Guarantors, without liability hereunder, disclose only that portion of this Limited Guarantee that is necessary to be disclosed in such Process. The Notifying Party shall exercise commercially
reasonable efforts to obtain reliable assurance that confidential treatment will be accorded this Limited Guarantee so disclosed to the extent reasonably permitted.
11
21. Relationship of the Parties; Several Liability. Each party hereto acknowledges
and agrees that (a) this Limited Guarantee is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Limited Guarantee nor any other
document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, (b) the obligations of each of the Guarantors under this Limited Guarantee are solely contractual in nature
and (c) the determination of each Guarantor was independent of each other. Notwithstanding anything to the contrary contained in this Limited Guarantee, the liability of each Guarantor hereunder shall be several, not joint or joint and several,
based upon its Pro Rata Percentage, and no Guarantor shall be liable for any amount hereunder in excess of the lesser of (i) its Pro Rata Percentage of the applicable Guaranteed Obligation that becomes due and payable hereunder and
(ii) its Maximum Guarantor Amount. The “Pro Rata Percentage” of each Guarantor is as set forth below:
|
|
|
|
|
| TowerBrook Investors VI Executive Fund, L.P. |
|
|
0.6053 |
% |
| TowerBrook Investors VI (Onshore), L.P. |
|
|
11.8694 |
% |
| TowerBrook Investors VI (892), L.P. |
|
|
6.5263 |
% |
| TowerBrook Investors VI (OS), L.P. |
|
|
3.7043 |
% |
| TCC Opportunities, L.P. |
|
|
26.1983 |
% |
| TB Empire Opportunities, L.P. |
|
|
1.0964 |
% |
| Clayton, Dubilier & Rice Fund XII, L.P. |
|
|
50.0000 |
% |
| TOTAL |
|
|
100 |
% |
In no event shall Parent or any Guarantor be considered an “Affiliate”, “equity holder” or
“Representative” of the Company for any purpose of this Limited Guarantee.
22. Negotiation of Limited Guarantee. The
parties hereto have participated jointly in the negotiation and drafting of this Limited Guarantee. In the event an ambiguity or question of intent or interpretation arises, this Limited Guarantee shall be construed as if drafted jointly by the
parties, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Limited Guarantee.
* * * * *
12
IN WITNESS WHEREOF, the undersigned have executed and delivered this Limited Guarantee as of
the date first written above.
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| TOWERBROOK INVESTORS VI EXECUTIVE FUND, L.P. |
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| By: TowerBrook Investors GP VI, L.P. |
| Its: General Partner |
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| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
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| By: |
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/s/ Glenn F. Miller |
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Name: Glenn F. Miller |
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Title: Attorney-in-Fact |
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| By: |
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/s/ Jennifer Glassman |
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Name: Jennifer Glassman |
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Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Limited Guarantee]
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| TOWERBROOK INVESTORS VI (ONSHORE), L.P. |
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| By: TowerBrook Investors GP VI, L.P. |
| Its: General Partner |
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| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
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| By: |
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/s/ Glenn F. Miller |
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Name: Glenn F. Miller |
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Title: Attorney-in-Fact |
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| By: |
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/s/ Jennifer Glassman |
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Name: Jennifer Glassman |
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Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Limited Guarantee]
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| TOWERBROOK INVESTORS VI (892), L.P. |
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| By: TowerBrook Investors GP VI (Alberta), L.P. |
| Its: General Partner |
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| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
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| By: |
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/s/ Glenn F. Miller |
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Name: Glenn F. Miller |
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Title: Attorney-in-Fact |
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| By: |
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/s/ Jennifer Glassman |
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Name: Jennifer Glassman |
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Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Limited Guarantee]
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| TOWERBROOK INVESTORS VI (OS), L.P. |
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| By: TowerBrook Investors GP VI (Alberta), L.P. |
| Its: General Partner |
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| By: TowerBrook Investors, Ltd. |
| Its: General Partner |
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| By: |
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/s/ Glenn F. Miller |
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Name: Glenn F. Miller |
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Title: Attorney-in-Fact |
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| By: |
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/s/ Jennifer Glassman |
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Name: Jennifer Glassman |
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Title: Attorney-in-Fact |
[Signatures Continue]
[Signature Page to Limited Guarantee]
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| TB EMPIRE OPPORTUNITIES, L.P. |
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| By: TB Empire Opportunities GP, L.P. |
| Its: General Partner |
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| By: TowerBrook Investors Ltd. |
| Its: General Partner |
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| By: |
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/s/ Neal Moszkowski |
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Name: Neal Moszkowski |
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Title: Director |
[Signatures Continue]
[Signature Page to Limited Guarantee]
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| TCC OPPORTUNITIES, L.P. |
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| By: TCC Opportunities GP, L.P. |
| Its: General Partner |
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| By: TowerBrook Investors Ltd. |
| Its: General Partner |
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| By: |
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/s/ Neal Moszkowski |
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Name: Neal Moszkowski |
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Title: Director |
[Signatures Continue]
[Signature Page to Limited Guarantee]
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| CLAYTON, DUBILIER & RICE FUND XII, L.P. |
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| By: CD&R Associates XII, L.P. |
| Its: General Partner |
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| By: CD&R Investment Associates XII, Ltd. |
| Its: General Partner |
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| By: |
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/s/ Rima Simson |
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Name: Rima Simson |
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Title: Vice President, Treasurer and Secretary |
[Signature Page to Limited Guarantee]
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| Accepted and agreed as of July 31, 2024 |
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| R1 RCM INC. |
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| By: |
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/s/ Lee Rivas |
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Name: Lee Rivas |
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Title: Chief Executive Officer |
[Signature Page to Limited Guarantee]
Exhibit (d)(v)
July 31, 2024
Mr. Joseph Flanagan
Dear Joe:
This letter agreement (this
“Agreement”) memorializes the agreement between Project Raven Merger Sub, Inc. (“Merger Sub”) and you regarding the terms of your employment with R1 RCM, Inc. (as successor in interest by merger to Merger Sub) (the
“Company”) commencing upon the completion of the transactions contemplated by the Agreement and Plan of Merger by and among Raven Acquisition Holdings, LLC, Merger Sub and R1 RCM, Inc., dated as of on or about the date hereof (the
“Merger Agreement”). Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement. You and Merger Sub agree as follows:
| 1. |
At-Will Employment. Your employment with the Company under this
Agreement will commence as of the Closing (the date thereof, the “Commencement Date”). Your employment with the Company will be “at-will,” and will be terminable by you or the
Company at any time and for any reason (or no reason), subject to the terms and conditions hereof. If the Merger Agreement is terminated before the Closing in accordance with its terms, this Agreement will automatically terminate and be of no
further force or effect, and neither party will have any obligations hereunder. If the Closing occurs but you fail to commence employment with the Company as of the Closing, then this Agreement (including the Proprietary Interests Protection
Agreement attached hereto as Exhibit A (the “Proprietary Interests Protection Agreement”)) will automatically terminate and be of no further force or effect, and neither party will have any obligations hereunder; provided,
however, that the obligations of Parent under Section 14 shall survive the termination of this Agreement. |
| 2. |
Title and Reporting. During the term of your employment with the Company, you will (i) serve as the
Chief Executive Officer (the “CEO”) and (ii) report directly to the board of managers (the “GP Board”) of Raven Topco GP, LLC (“Raven Topco GP”), the general partner of Raven Topco, L.P.
(“Raven Topco”). The GP Board will have an independent non-executive chair appointed by affiliates of TCP-ASC ACHI Series LLLP
(“TowerBrook”) and Clayton, Dubilier & Rice Fund XII, L.P. (“CD&R” and, together with TowerBrook, the “Investors”) in the manner set forth in the operating agreement for Raven Topco GP.
The Investors will consult with you regarding the initial independent non-executive chair of the GP Board. For so long as you serve as CEO, you will serve as a member of the GP Board and as a member of the
board of directors of the Company and, if requested by the GP Board, you will also serve as the CEO and as a director of any other member of the Company Group. |
“Company Group” means:
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(a) |
at any time when the Company is a direct or indirect subsidiary of Raven Topco: Raven Topco, Raven Topco GP (or
any successor general partner to Raven Topco), and the direct and indirect subsidiaries of Raven Topco, including the Company and any subsidiary of the Company; and |
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(b) |
at any time when the Company is not a direct or indirect subsidiary of Raven Topco: all entities controlled by,
controlling or under common control with the Company, in each case, whether directly or indirectly. |
| 3. |
Duties and Responsibilities. You will have the duties and responsibilities that are normally associated
with the positions described above and such executive responsibilities as may be prescribed by the Board from time to time and that are consistent with the position of CEO. During your period of employment, you will make yourself reasonably
available to the Board and provide full-time services to the Company; provided that the foregoing will not prevent you from (i) participating in charitable, civic, educational, professional, community or industry affairs and (ii)
managing your passive personal investments, in each case, so long as such activities, individually or in the aggregate, do not materially interfere with your duties hereunder or create a potential business or fiduciary conflict. When you are not
traveling for business purposes, you and the Company expect that you will work primarily from the Company’s Chicago office, subject to reasonable accommodations for working remotely. |
| 4. |
Base Salary. You will receive an annual base salary of $1,500,000 (“Base Salary”) which
will be paid in equal installments in accordance with the Company’s normal payroll practices as in effect from time to time. Your Base Salary will be subject to review for upward adjustment at least annually with the first such review occurring
in 2025 and, if any increase in Base Salary occurs, the term “Base Salary” as utilized in this Agreement will refer to Base Salary as so increased from time to time. For the avoidance of doubt, you will not receive any additional
compensation for your service on the GP Board or the board of directors or equivalent governing body of any other member of the Company Group. |
| 5. |
Annual Bonus Opportunity. You will be eligible to earn annual cash incentive awards, with a target
opportunity of 100% of Base Salary (the “Target Bonus”) and with an opportunity to earn up to 200% of Base Salary (the “Maximum Bonus”), in each case, with the actual amount of such bonus determined by the Board (or
a committee thereof) based on the achievement of the applicable performance goals established by the GP Board (or a committee thereof) after good faith consultation with you, subject to your continued employment with the Company through the date
such bonus is paid. If the Commencement Date occurs in 2024, you will be eligible to receive a prorated bonus for 2024 calculated by multiplying the actual bonus amount earned by a fraction, the numerator of which is the number of days you were
employed by the Company in 2024, and the denominator of which is 365, payable at the time annual bonuses are paid to other senior executive officers of the Company. |
| 6. |
Signing Bonus. If you commence employment with the Company as of the Closing, then you will receive a
signing bonus of $5,000,000, with $2,000,000 to be granted in the form of fully vested Incentive Units and the balance to be payable in a cash lump sum on or as soon as practicable following the Commencement Date and in any event not later than the
second regularly scheduled payroll date following the Commencement Date. |
2
| 7. |
Temporary Housing Allowance. If you commence employment with the Company as of the Closing, then
to assist in your relocation to the Chicago, Illinois, the Company will reimburse you for up to six (6) months of reasonable temporary housing expenses in the Chicago area following presentation of documentation in a form acceptable to the
Company of such expenses. |
| 8. |
Equity Awards. Upon or as soon as reasonably practicable following the Commencement Date, you will be
granted units of Raven Topco (“Incentive Units”) that are intended to constitute “profits interests” (as such term is used in Rev. Proc. 93-27 and Rev. Proc. 2001-43) for U.S. federal tax purposes, representing the right to receive value appreciation on a number of Incentive Units equal to three percent (3.0%) of the fully diluted equity of the Company as of the Closing
under an equity incentive plan to be developed prior to the Closing (the “Equity Plan”). The Incentive Units will be subject to the terms of the Equity Plan and applicable award agreements, which terms will be consistent with this
Section 8. |
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(a) |
Upfront Vested Grant: You will be granted Incentive Units representing one percent (1.0%) of the fully
diluted equity of Raven Topco as of the Closing (the “Upfront Vested Grant”), which will be fully vested as of the grant date. |
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(b) |
Employment Grant: You will be granted Incentive Units representing two percent (2.0%) of the fully
diluted equity of Raven Topco as of the Closing (the “Employment Grant”), which will be subject to the following vesting conditions: |
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(i) |
Fifty percent (50%) of the Incentive Units subject to the Employment Grant will vest ratably in forty-eight
(48) equal monthly installments following the Commencement Date (and will be fully vested as of the fourth anniversary of the Commencement Date), subject to your continued employment through each applicable vesting date (the
“Time-Vested Units”); and |
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(ii) |
The remaining fifty percent (50%) of the Incentive Units subject to the Employment Grant will be subject to the
following performance-based vesting criteria (the “Performance-Vested Units”): (x) fifty percent (50%) of the Performance-Vested Units will vest upon a “Change of Control” (as will be defined in the Equity Plan) of the
Company Group or other transaction or series of transactions that results in the Investors achieving a two (2) times cash-on-cash return in respect of the value of
a Class A Common Unit of Raven Topco on the Commencement Date; and (y) fifty percent (50%) of the Performance-Vested Units will vest upon a Change of Control of the Company Group or other transaction or series of transactions that results
in the Investors achieving a three (3)-times cash-on-cash return in respect of the value of a Class A Common Unit of Raven Topco on the Commencement Date, in each
case, subject to your continued employment through the date that the applicable return is achieved. |
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(c) |
If you are employed through the consummation of a Change of Control of the Company Group, all unvested
Time-Vested Units will vest upon such Change of Control, and the Performance-Vested Units will vest subject to achievement of the applicable performance hurdle set forth above. Any Performance-Vested Units that do not vest upon the Change of Control
will be forfeited as of the Change of Control. |
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(d) |
Except as specifically provided in Sections 11(b)(iv) and 11(c), all unvested Time-Vested Units and
Performance-Vested Units will be forfeited upon the Date of Termination if the Date of Termination (as defined below) occurs prior to a Change of Control. Any and all vested Time-Vested Units and Performance-Vested Units will be forfeited upon your
separation of employment with the Company at any time as a result of the termination of your employment by the Company for Cause or your resignation of employment, including for Good Reason, at a time when circumstances constituting Cause exist.
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(e) |
Following your separation of employment with the Company as a result of (i) your resignation of employment
(including a resignation of your employment for Good Reason (as defined below) but excluding your resignation of employment (whether or not for Good Reason) at a time when circumstances constituting Cause exist), or (ii) the termination of your
employment by the Company other than for Cause and other than due to your death or Disability (as defined below), the Company (or its designee) may elect within six (6) months of your separation date to repurchase all vested Incentive Units for
fair market value as of your separation date in the form of a lump sum cash payment; provided that such call right shall not apply to those vested Incentive Units granted in connection with the commencement of your employment with the Company as of
the Closing and as described in Section 6 above. Such call right will not apply to your separation from employment if (i) such separation is due to your resignation of employment (but excluding your resignation of employment at a time when
circumstances constituting Cause exist) at any time after five consecutive years of employment with the Company beginning on the Commencement Date (your “Retirement”) and (ii) either (A) you are not asked by the Company to
continue to serve on the Board or the board of directors of the Company following your Retirement or otherwise to assist post-Retirement with the transition of your duties and responsibilities to a successor CEO or (B) you are so asked and you
do so for a period of twelve (12) months (the “Continued Assistance Requirement”). If the foregoing conditions are satisfied and the condition in clause (ii)(A) applies, then the call right will not apply. If the foregoing
conditions are satisfied and the condition in clause (ii)(B) of the preceding sentence applies, then the call right period will be tolled and will either (1) terminate upon you completing the Continued Assistance Requirement or the Company
earlier removing you from your directorship or otherwise terminating your transition arrangement without cause or (2) apply for the six (6)-month period beginning on the day you failed to complete the Continued Assistance Requirement.
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(f) |
You will be provided an opportunity (but are not required) to roll any common stock of the Company, or common
stock of the Company issuable upon the settlement of Company equity awards, that you hold as of immediately prior to Closing into Class A Common Units of Raven Topco (at the same per unit value as the Investors acquire Class A Common Units
of Raven Topco). It is understood and agreed that following any initial public offering of the Company (or any member of the Company Group) any common stock received by you in respect of any Incentive Units shall not be subject to any contractual “lock-up” or similar transfer restrictions other than a customary “lock-up” of not more than one hundred eighty (180) days following such initial
public offering (or such longer “lock-up” or similar period as applies to the Investors). |
| 9. |
Employee Benefits. You will be eligible for the employee benefits provided from time-to-time to similarly-situated senior executives of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans
and programs, including reimbursement of reasonable expenses incurred in connection with your relocation to Chicago, Illinois following presentation of documentation in a form acceptable to the Company. You will be permitted to use the
Company-supported private aircraft (if any) for all business-related travel and for an agreed upon number of hours per year for personal use. You and the Company will work together in good faith to address tax issues related to your overall
compensation package, it being understood that the Company will not provide tax advice to you and this does not constitute and will not be construed as a guarantee of any particular tax treatment or outcome. |
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(a) |
Your employment with the Company Group will terminate (i) upon your thirty (30) days’ prior
written notice to the Company of your voluntary termination of employment (which the Company may, in its sole discretion, make effective earlier than any notice date), (ii) immediately upon your death or upon written notice by the Company to you of
a termination of employment for Cause or without Cause (other than for death or Disability), (iii) upon your prior written notice to the Company of your resignation for Good Reason within thirty (30) days following the expiration of the thirty (30)-day cure period, or (iv) upon ten (10) days’ prior written notice by the Company to you of your termination of employment due to Disability. |
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(b) |
For purposes of this Agreement: |
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(i) |
“Cause” means: (A) your conviction of, or plea of guilty or nolo contendere to, a
felony; (B) in carrying out your duties hereunder, your engaging in conduct that constitutes gross neglect or willful misconduct and that, in either case, results in material economic or reputational harm to the Company; (C) your willful
breach of any material provision of this Agreement (including the Proprietary Interests Protection Agreement) or any applicable non-disclosure, non-competition, non-solicitation or other similar restrictive covenant obligation owed to the Company, and such breach results in material economic or reputational harm to the Company; (D) your repeated refusal, or failure to
undertake good faith efforts, to perform your material duties and responsibilities hereunder for the Company; (E) your breach of fiduciary duty involving personal profit, material violation of the Company’s code of conduct or other
material Company policy applicable to you and other similarly situated executives; or (F) your engaging in willful misconduct resulting in or intended to result in direct personal gain to you at the Company’s expense.
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(ii) |
“Date of Termination” means the date of your separation from employment with the Company.
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(iii) |
“Disability” means you have been unable, with or without reasonable accommodation and due to
physical or mental incapacity, to substantially perform your duties and responsibilities hereunder for a period of one hundred eighty (180) days in any three hundred sixty-five (365)-day period.
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(iv) |
“Good Reason” means the occurrence of any of the following events, without your express
written consent, unless such events are fully corrected in all material respects by the Company within thirty (30) days following your written notice to the Company: (A) material diminution in your duties, authorities or responsibilities,
including any change to the Company’s reporting structure that would require you to report directly to someone other than the Board (other than temporarily while physically or mentally incapacitated or as required by applicable law); (B) a
reduction in your then current base salary or Target Bonus opportunity; (C) a relocation of your primary work location to a location greater than fifty (50) miles from the Company’s Chicago headquarters; or (D) any material
breach by the Company of its material obligations hereunder. You must provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the first occurrence of such
circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above. Otherwise, you will be deemed to have
irrevocably waived any claim of such circumstances as “Good Reason.” For the avoidance of doubt, any changes in the terms of your services to the Company Group contemplated by this Agreement or arising as a consequence of the transactions
contemplated by the Merger Agreement shall not constitute “Good Reason.” |
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| 11. |
Payments Upon Termination. |
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(a) |
Upon your separation from employment with the Company for any reason, as soon as reasonably practicable
following the Date of Termination and in no event later than thirty (30) days thereafter, the Company will pay you a lump sum cash payment consisting of (i) any Base Salary earned but unpaid through the Date of Termination, (ii) any
unpaid annual cash incentive award earned by you and awarded by the Board (or a committee thereof) for a completed fiscal year (with any portion of such incentive award that was previously deferred to be paid in accordance with the applicable
deferral arrangement and any election thereunder) and (iii) any unreimbursed business expenses incurred through the Date of Termination that are subject to reimbursement pursuant to the Company’s policies (collectively, the
“Accrued Obligations”). |
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(b) |
If the Company terminates your employment other than for Cause and other than by reason of your death or
Disability, or you resign your employment for Good Reason, then, in addition to the Accrued Obligations, the Company will pay or provide to you the following: |
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(i) |
an amount equal to one and one-half (1.5) times (or, alternatively, two
(2) times if the Date of Termination occurs upon or within six (6) months following a Change of Control) the sum of (x) the Base Salary plus (y) the Target Bonus, in each case as in effect as of the Date of Termination, payable
in substantially equal installments over eighteen (18) months (or, alternatively, twenty-four (24) months if the Date of Termination occurs upon or within six (6) months following a Change of Control); |
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(ii) |
for eighteen (18) months (or, alternatively, twenty-four (24) months if such termination occurs upon
or within six months following a Change of Control) or, if earlier, until you commence employment with a successor employer, a monthly cash payment equal to the monthly premium under the Consolidated Omnibus Reconciliation Act of 1985
(“COBRA”) in effect a of the Date of Termination for the level of coverage in effect for you under the Company’s group health plan, provided that you are eligible for and timely elect COBRA continuation coverage;
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(iii) |
an annual cash incentive award for the fiscal year in which the Date of Termination occurs based upon the
period of time elapsed during such fiscal year prior to the Date of Termination (calculated based on the actual achievement of applicable performance metrics), prorated based on a fraction, the numerator of which is the number of days in the such
year through the Date of Termination and the denominator of which is the total number of days in the fiscal year, paid in a cash lump sum at the time performance bonuses in respect of such year are paid to employees generally; and
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(iv) |
your unvested Time-Vested Units will continue to vest as if your employment had continued for an additional
eighteen (18) months following the Date of Termination. |
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(c) |
If your employment with the Company Group is terminated by reason of your death or Disability, all of your
unvested Time-Vested Units will accelerate and vest upon the Date of Termination. |
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(d) |
The payments and benefits provided under this Section 11 (other than the Accrued Obligations) are subject
to your (or your estate’s in the event of your death or your duly appointed attorney-in-fact, if applicable, in the event of your Disability) (i) execution,
delivery and non-revocation of a release of claims within the period after the Date of Termination specified therein, with such release in a form reasonably acceptable to the Company and (ii) continued
compliance with the covenants in the Proprietary Interests Protection Agreement. |
| 12. |
Proprietary Interests Protection Agreement. You acknowledge and agree to be bound by the Proprietary
Interests Protection Agreement. In the event you breach the terms of the Proprietary Interests Protection Agreement, all payments and benefits provided under Section 11 (other than the Accrued Obligations) will, to the extent unpaid, be subject
to forfeiture by you and, to the extent paid, be subject to clawback and recoupment by the Company. |
| 13. |
Assignments. You may not assign or delegate any right or obligation hereunder without first obtaining
the written consent of the Company. From and after the Closing, the Company may assign this Agreement to any successor (including a successor to all or substantially all of the business and/or assets of the Company), provided that the Company
will require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
“Company” means the Company and any successor which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise. |
| 14. |
Professional Fees. Upon presentation of documentation in a form acceptable to the Company, Parent will,
or following the Closing will cause the Company to, promptly pay or reimburse you for reasonable fees and out-of-pocket expenses incurred in connection with the
negotiation and documentation of this Agreement and the equity arrangements contemplated hereby and the term sheet that formed the basis for this Agreement. |
| 15. |
Withholding Taxes. The Company may withhold from any and all amounts payable to you hereunder such
federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. |
| 16. |
Governing Law. The terms of this Agreement and your employment with the Company will be governed by the
laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. |
8
| 17. |
Exclusive Jurisdiction/Venue. The parties agree that all disputes, controversies or questions arising
under, out of, or relating to this Agreement or the breach thereof, other than those disputes relating to alleged violations of Sections 2 (Non-Solicitation), 3 (Confidential Information), and 6 (Non-Competition) of the Proprietary Interests Protection Agreement, will be conclusively settled by arbitration to be held in Chicago, Illinois, in accordance with the American Arbitration Association’s
Commercial Arbitration Rules and Mediation Procedures (the “Rules”). |
Arbitration will be the
parties’ exclusive remedy for any such controversies, claims or breaches. The parties also consent to personal jurisdiction in Chicago, Illinois with respect to such arbitration. The award resulting from such arbitration shall be final and
binding upon both parties. The arbitrator will be selected by agreement between the parties, but if they do not agree on the selection of an arbitrator within thirty (30) days after the date of the request for arbitration, the arbitrator will
be selected pursuant to the Rules. With respect to any claim brought to arbitration hereunder, both the Company and Employee will be entitled to recover whatever damages would otherwise be available in any legal proceeding based upon the federal
and/or state law applicable to the claim. The decision of the arbitrator may be entered and enforced in any court of competent jurisdiction by either the Company or you. Each party will pay the fees of their respective attorneys (except as otherwise
awarded by the arbitrator), the expenses of their witnesses and any other expenses connected with representing their cases. Other costs, including the fees of the mediator, the arbitrator, the cost of any record or transcript of the arbitration, and
administrative fees, will be borne equally by the parties, one-half by you, on the one hand, and one-half by the Company, on the other hand.
| 18. |
Indemnification and Liability Insurance. The Company will continue to provide you with indemnification
protection and directors’ and officers’ liability insurance coverage (including advancement of reasonable expenses) to the same extent as the Company covers its other officers and directors. In addition, Raven Topco will provide you with
indemnification protection and directors’ and officers’ liability insurance coverage (including advancement of reasonable expenses) to the same extent as Raven Topco covers its other officers and directors. These obligations will survive
the termination of your employment with the Company for so long as liability may exist. |
| 19. |
Code Section 409A Compliance. |
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(a) |
The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from,
Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be
interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain
the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company Group be liable for any additional tax, interest or
penalty that may be imposed on you by Code Section 409A or for damages for failing to comply with Code Section 409A. |
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(b) |
A separation or termination of employment will not be deemed to have occurred for purposes of any provision of
this Agreement providing for the payment of any amount or benefit that is considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a
“separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from
employment” or like terms will mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard
to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit will be made or
provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death, to the extent required under Code
Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to you in a lump sum and all remaining payments and benefits due under this Agreement (if
any) will be paid or provided in accordance with the normal payment dates specified for them herein. |
| |
(c) |
With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for
another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments will be made on or before the last day of your taxable year following the taxable year in which the expense occurred.
|
| |
(d) |
For purposes of Code Section 409A, your right to receive any installment payments pursuant to this
Agreement will be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period
will be within the sole discretion of the Company. |
| |
(e) |
Notwithstanding any other provision of this Agreement to the contrary, in no event will any payment that
constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. |
10
| 20. |
Entire Agreement; Amendment. This Agreement (including the Proprietary Interests Protection Agreement)
constitutes the entire agreement between you and the Company with respect to the subject matter hereof and, effective as of the Closing, supersedes any and all prior term sheets, agreements or understandings between you and the Company Group with
respect to the subject matter hereof, whether written or oral (including the Offer Letter, dated as of November 7, 2022, by and between Raven and you and any iteration of the term sheet that formed the basis for this Agreement);
provided, however, that the provisions of this Agreement and the exhibit hereto are in addition to and complement (and do not supersede) any other written agreement(s) or parts thereof between you and the Company or any of its
affiliates that create restrictions on you with respect to confidentiality, non-disclosure, non-competition, non-solicitation or non-disparagement. This Agreement (including the Proprietary Interests Protection Agreement) may be amended or modified (i) prior to the Closing or the termination of the Merger Agreement, only by a written
instrument executed by you and Merger Sub and (ii) after the Closing, only by a written instrument executed by you and the Company. |
| 21. |
Section Headings; Construction. The section headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation.” |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
This Agreement is intended to be a binding obligation on you and the Company regarding your employment with
the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of your employment with the Company, please sign and date one copy of this Agreement and return the same to us for the Company’s records. You
should make a copy of the executed Agreement for your records.
|
| Very truly yours, |
|
| PROJECT RAVEN MERGER SUB, INC. |
|
| /s/ Glenn F. Miller |
| By: Glenn F. Miller Its: Vice President and
Secretary |
|
| RAVEN ACQUISITION HOLDINGS, LLC |
|
| /s/ Glenn F. Miller |
| By: Glenn F. Miller Its: Vice President and
Secretary |
The above terms and conditions accurately reflect our understanding regarding the terms and conditions of my employment with
the Company, and I hereby confirm my agreement to the same.
|
| Dated: July 31, 2024 |
|
| /s/ Joseph Flanagan |
| Joseph Flanagan |
Signature Page -
Joseph Flanagan Offer Letter Agreement
EXHIBIT A
PROPRIETARY INTERESTS PROTECTION AGREEMENT
This Proprietary Interests Protection Agreement (this “Agreement”) is made and entered into, as of July 31, 2024, by and between Project
Raven Merger Sub, Inc. (“Merger Sub”) and the undersigned employee (“Employee”). Prior to the completion of the transactions (the “Closing”) contemplated by the Agreement and Plan of Merger by and
among Raven Acquisition Holdings, LLC (“Parent”), Merger Sub and R1 RCM, Inc., dated as of on or about the date hereof (the “Merger Agreement”), as used in this agreement, “Company” shall refer to
Merger Sub, and from and after the Closing, “Company” shall refer to R1 RCM, Inc. (as successor in interest by merger to Merger Sub).
In
addition to other good and valuable consideration, Employee is expressly being given employment with the Company including certain monies, benefits, training and/or trade secrets and other confidential information of the Company Group (as defined
below) and the Company Group’s customers, suppliers, vendors or affiliates to which Employee would not have access but for Employee’s relationship with the Company Group in exchange for Employee agreeing to the terms of this Agreement.
Further, Employee’s agreement to this Agreement is an inducement to Parent’s willingness to enter into the Merger Agreement, and Employee will receive good and valuable consideration under the Merger Agreement. Accordingly, in
consideration of the foregoing, Employee agrees as follows:
| |
(a) |
Company Group. For purposes of this Agreement, “Company Group” shall mean:
|
| |
(i) |
at any time when the Company is a direct or indirect subsidiary of Raven Topco, L.P.: Raven Topco, L.P., Raven
Topco GP, LLC (or any successor general partner to Raven Topco, L.P.), and the direct and indirect subsidiaries of Raven Topco, including the Company and any subsidiary of the Company; and |
| |
(ii) |
at any time when the Company is not a direct or indirect subsidiary of Raven Topco, L.P.: all entities
controlled by, controlling or under common control with the Company, in each case, whether directly or indirectly. |
| |
(b) |
The Company’s Business. For purposes of this Agreement, the “Company’s
Business” shall mean the development, marketing, sale and implementation of revenue cycle management services and solutions, physician advisory services, and quality and cost products and services. |
Exh. A-1
| |
(c) |
Confidential Information. For purposes of this Agreement, “Confidential Information” as
used in this Agreement shall include the Company Group’s trade secrets as defined under Delaware law, as well as any other information or material which is not generally known to the public, and which: |
| |
(i) |
is generated, collected by or utilized in the operations of the Company’s Business and relates to the
actual or anticipated business, research or development of the Company Group; or |
| |
(ii) |
is suggested by or results from any task assigned to Employee by the Company Group or work performed by
Employee for or on behalf of the Company Group. |
Confidential Information shall not be considered generally known to the
public if Employee or others improperly reveal such information to the public without the Company Group’s express written consent and/or in violation of an obligation of confidentiality to the Company Group. Examples of Confidential Information
include, but are not limited to, all customer, client, supplier and vendor lists, budget information, contents of any database, contracts, product designs, technical know-how, engineering data, pricing and
cost information, performance standards, productivity standards, research and development work, software, business plans, proprietary data, projections, market research, perceptual studies, strategic plans, marketing information, financial
information (including financial statements), sales information, training manuals, employee lists and compensation of employees, and all other competitively sensitive information with respect to the Company Group or the Company’s Business,
whether or not it is in tangible form, and including without limitation any of the foregoing contained or described on paper or in computer software or other storage devices, as the same may exist from time to time.
| |
(d) |
Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean the
United States of America. |
| |
(e) |
Inventions. For purposes of this Agreement, “Inventions” shall mean all software
programs, source or object code, improvements, formulas, developments, ideas, processes, techniques, know-how, data, and discoveries, whether patentable or unpatentable, conceived or reduced to practice by
Employee while in the Company Group’s employ, either solely or jointly with others, and whether or not during regular working hours, and conceived or reduced to practice by Employee within one year of the termination of Employee’s
employment with the Company Group that resulted from Employee’s prior work with the Company Group. |
| |
(f) |
Company Inventions. For purposes of this Agreement, “Company Inventions” shall mean any
Invention that either: |
| |
(i) |
relates, at least in part, at the time of conception or reduction to practice of the Invention, to:
|
| |
(A) |
the Company’s Business, projects or products, or to the manufacture or utilization thereof; or
|
Exh. A-2
| |
(B) |
the Company Group’s actual or demonstrably anticipated research or development; or |
| |
(ii) |
results, at least in part, from any work performed directly or indirectly by Employee for the Company Group; or
|
| |
(iii) |
results, at least in part, from the use of the Company Group’s time, materials, facilities or trade secret
information. |
| 2. |
Non-Solicitation. During the time in which Employee performs
services for the Company Group and for a period of eighteen (18) months after the termination of Employee’s employment with the Company Group, regardless of the reason, Employee shall not, directly or indirectly, either alone or in
conjunction with any person, firm, association, company or corporation: |
| |
(a) |
Hire, recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with,
any person who is or was an employee of the Company Group within the twelve (12) month period immediately preceding the termination of Employee’s employment; or |
| |
(b) |
Solicit the sale of any products or services that are similar to or competitive with products or services
offered by, manufactured by, designed by, or distributed by the Company Group, to any person, company or entity which was a customer or potential customer of the Company Group for such products or services and with whom Employee had direct contact
or about whom Employee learned Confidential Information at any time during the last twelve (12) months of his employment with the Company Group. |
| |
(a) |
Employee will not, without the Company Group’s prior written permission, directly or indirectly, utilize
for any purpose other than for a legitimate business purpose solely on behalf of the Company Group, or directly or indirectly, disclose to anyone outside of the Company Group, either during or after Employee’s employment or relationship with
the Company Group ends, the Company Group’s Confidential Information, as long as such matters remain Confidential Information. |
Exh. A-3
| |
(b) |
Nothing in this Agreement (i) restricts or impedes Employee from exercising protected rights, to the
extent such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that
required by the law, regulation, or order, (ii) waives Employee’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company Group,
or on the part of the agents or employees of the Company Group, when Employee has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature,
(iii) prevents or restricts Employee from communicating with, filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations
Board, the Securities and Exchange Commission (the “SEC”), or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information, or making other disclosures that
are protected under whistleblower provisions of federal law or regulation or from otherwise making disclosures protected under whistleblower provisions of federal law or regulation (including Section 21F of the Securities Exchange Act of 1934
and the regulations promulgated thereunder) or limit Employee’s right to receive an award for information provided to the SEC or any other securities regulatory agency, in each case without the necessity of prior authorization from the Company
Group or the need to notify the Company Group that Employee has done so, (iv) prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that
Employee has reason to believe is unlawful, including but not limited to retaliation, a wage-and-hour violation, or sexual assault, or other conduct that is recognized
as unlawful under state, federal or common law, or that is recognized as against a clear mandate of public policy, whether occurring in the workplace, at work-related events coordinated by or through the Company Group, or between employees, or
between the Company Group and an employee, whether on or off the employment premises, (v) prevents Employee from exercising any rights Employee may have under Section 7 of the National Labor Relations Act to engage in protected, concerted
activity with other employees (such as discussing wages, benefits, or other terms and conditions of employment or raising complaints about working conditions for Employee’s own and other employees’ mutual aid or protection), or
(vi) prevents Employee from testifying truthfully pursuant to any legal process between Executive and the Company Group or any of its affiliates and/or their respective directors or executive officers. |
| |
(c) |
Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court,
or a government official in certain confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret
under either of the following conditions: (A) where the disclosure is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. See 18 U.S.C. § 1833(b)(1). Federal
law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court
proceeding, if the individual (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, except pursuant to court order. See 18 U.S.C. § 1833(b)(2). Nothing in this Agreement is intended
to preclude or limit such federal laws. |
Exh. A-4
| 4. |
Return of Company Group Property. Employee agrees that, in the event that Employee’s employment
with the Company Group is terminated for any reason, Employee shall immediately return all of the Company Group’s property, including without limitation, (i) tools, pagers, computers, printers, key cards, documents or other tangible
property of the Company Group, and (ii) the Company Group’s Confidential Information in any media, including paper or electronic form, and Employee shall not retain in Employee’s possession any copies of such information.
|
| 5. |
Ownership of Inventions. |
| |
(a) |
Employee shall disclose all Inventions promptly and fully to the Company (or such other member of the Company
Group designated by the Company). |
| |
(b) |
Except as excluded in Section 5(e) below, Employee hereby agrees to and hereby grants and assigns to the
Company (or such other member of the Company Group designated by the Company) all of Employee’s right, title and interest in and to all Company Inventions and agrees that all such Company Inventions shall be the Company’s (or such other
designated member of the Company Group’s) sole and exclusive property to the maximum extent permitted by law. |
| |
(c) |
Employee shall at the request of the Company or such other member of the Company Group designated by the
Company (but without additional compensation from the Company Group): (i) execute any and all papers and perform all lawful acts that the Company or such designee deems necessary for the preparation, filing, prosecution, and maintenance of
applications for United States patents or copyrights and foreign patents or copyrights on any Company Inventions, (ii) execute such instruments as are necessary to assign to the Company, or to the Company’s designee, all of Employee’s
right, title and interest in any Company Inventions so as to establish or perfect in the Company, or in the Company’s designee, the entire right, title and interest in such Company Inventions, and (iii) execute any instruments necessary or
that the Company, or its designee, may deem desirable in connection with any continuation, renewal or reissue of any patents in any Company Inventions, renewal of any copyright registrations for any Company Inventions, or in the conduct of any
proceedings or litigation relating to any Company Inventions. All expenses incurred by the Employee by reason of the performance of any of the obligations set forth in this Section 5(c) shall be borne by the Company Group.
|
| |
(d) |
Concurrent with Employee’s execution of this Agreement, Employee attaches a list and brief description of
all unpatented inventions and discoveries, if any, made or conceived by Employee prior to Employee’s employment with the Company and that are to be excluded from this Agreement. If no such list is attached at the time of execution of this
Agreement, it shall be conclusively presumed that Employee has waived any right he may have to any such invention or discovery which relates to the Company’s Business. |
Exh. A-5
| |
(e) |
Provisions (a) through (d) of this Section 5 regarding assignment of right, title and interest do not
apply to Inventions for which no equipment, supplies, facility or trade secret information of the Company Group was used and which was developed entirely on Employee’s own time, unless (i) the Inventions relate either to the business of
the Company Group, or to the Company Group’s actual or demonstrably anticipated research or development, or (ii) the Inventions result from any work directly or indirectly performed by the Employee for the Company Group.
|
| |
(a) |
During the time in which Employee performs services for the Company Group and for a period of eighteen
(18) months after the termination of Employee’s employment with the Company Group, regardless of the reason, Employee shall not, directly or indirectly, either alone or in conjunction with any person, firm, association, company or
corporation, within the Restricted Area: |
| |
(i) |
own, manage, operate, or participate in the ownership, management, operation, or control of, or be employed by,
any entity which is in competition with the Company’s Business in which the Employee would hold a position with responsibilities that are entirely or substantially similar to any position the Employee held during the last twelve
(12) months of the Employee’s employment with the Company Group or in which the Employee would have responsibility for or access to confidential information that is similar to or relevant to that Confidential Information which the Employee
had access to during the last twelve (12) months of the Employee’s employment with the Company Group; or |
| |
(ii) |
provide services to any person or entity that engages in any business that is similar to, or competitive with
the Company’s Business if doing so would require Employee to use or disclose the Company Group’s Confidential Information. |
| |
(b) |
Notwithstanding anything to the contrary, nothing in this Section 6 prohibits Employee from being a
passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation. |
| |
(c) |
Employee acknowledges and agrees that the restrictions contained in this Agreement with respect to time,
geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company Group and that the Employee has had the opportunity to
review the provisions of this Agreement with his legal counsel. In particular, the Employee agrees and acknowledges that the Company Group is currently engaging in business and actively marketing its services and products throughout the United
States, that Employee’s duties and responsibilities for the Company Group are co-extensive with the entire scope of the Company’s Business, that the Company Group has spent significant time and
effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and
trade secrets have significant value. |
Exh. A-6
| |
(d) |
By commencing and continuing employment with the Company Group, Employee understands and agrees that:
(i) Employee will not bring any confidential information of any former employer, nor any proprietary work product created as part of Employee’s duties with Employee’s former employer; and (ii) Employee will not use or disclose
any former employer’s confidential information or proprietary work product in the performance of Employee’s duties with the Company Group. Further, Employee represents that Employee is not subject to any contract that would prohibit
Employee from performing Employee’s duties for the Company Group. |
| 7. |
Remedies. Employee acknowledges that the compliance with the terms of this Agreement is necessary to
protect the Confidential Information, customer relationships and goodwill of the Company Group and that any breach by Employee of this Agreement will cause continuing and irreparable injury to the Company Group for which money damages would not be
an adequate remedy. Employee acknowledges that affiliates are and are intended to be third party beneficiaries of this Agreement. Employee acknowledges that the Company Group and any affiliate shall, in addition to any other rights or remedies they
may have, be entitled to injunctive relief for any breach by Employee of any part of this Agreement. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company Group and its affiliates.
|
| 8. |
Severability; Modification. It is expressly agreed by Employee that: |
| |
(a) |
Modification. If, at the time of enforcement of this Agreement, a court holds that the duration,
geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company Group, Employee
agrees that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum
duration, scope and area permitted by law, in all cases giving effect to the intent of the parties that the restrictions contained herein be given effect to the broadest extent possible. |
| |
(b) |
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, such invalidity, illegality or unenforceability will not affect any other
provision, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein. |
Exh. A-7
| 9. |
Non-Disparagement. Subject to Sections 3(b) and 3(c), Employee
understands and agrees that Employee will not disparage the Company Group, its officers, directors, administrators, representatives, employees, contractors, consultants or customers and will not engage in any communications or other conduct which
might interfere with the relationship between the Company Group and its current, former, or prospective employees, contractors, consultants, customers, suppliers, regulatory entities, and/or any other persons or entities. The Company Group will
instruct its senior executives and members of the Board not to disparage Employee and not to engage in any communications or other conduct which might injure the reputation or business interests of Employee. |
| 10. |
Applicable Law. This Agreement shall be construed, interpreted, and enforced, and its validity and
enforceability determined, strictly in accordance with the laws of the State of Delaware without applying its conflicts of laws principles. |
| 11. |
Exclusive Jurisdiction/Venue. The parties agree that all litigation arising out of or relating to
Sections 2 (Non-Solicitation), 3 (Confidential Information), and 6 (Non-Competition) of this Agreement must be brought in Cook County, Illinois or the federal court of
competent jurisdiction sitting in Cook County, Illinois, and each party shall submit to and accept the exclusive jurisdiction of such court for the purpose of such suit, legal action or proceeding. All other disputes, controversies or questions
arising under, out of, or relating to this Agreement or the breach thereof, other than those disputes relating to alleged violations of Sections 2 (Non-Solicitation), 3 (Confidential Information), and 6 (Non-Competition) of this Agreement, shall be conclusively settled by arbitration to be held in Chicago, Illinois, in accordance with the American Arbitration Association’s Commercial Arbitration Rules and
Mediation Procedures (the “Rules”). |
Arbitration shall be the parties’ exclusive remedy for any
such controversies, claims or breaches. The parties also consent to personal jurisdiction in Chicago, Illinois with respect to such arbitration. The award resulting from such arbitration shall be final and binding upon both parties. The arbitrator
shall be selected by agreement between the parties, but if they do not agree on the selection of an arbitrator within thirty (30) days after the date of the request for arbitration, the arbitrator shall be selected pursuant to the Rules. With
respect to any claim brought to arbitration hereunder, both the Company Group and Employee shall be entitled to recover whatever damages would otherwise be available in any legal proceeding based upon the federal and/or state law applicable to the
claim. The decision of the arbitrator may be entered and enforced in any court of competent jurisdiction by either the Company Group or Employee. Each party shall pay the fees of their respective attorneys (except as otherwise awarded by the
arbitrator), the expenses of their witnesses and any other expenses connected with representing their cases. Other costs, including the fees of the mediator, the arbitrator, the cost of any record or transcript of the arbitration, and administrative
fees, shall be borne equally by the parties, one-half by Employee, on the one hand, and one-half by the Company Group, on the other hand.
Exh. A-8
| 12. |
Assignability. The rights herein may be assigned by the Company and shall bind and inure to the benefit
of the Company’s successors, assigns, heirs and representatives. If the Company makes any assignment of the rights herein, Employee agrees that this Agreement shall remain binding upon Employee in any event. |
| 13. |
Acceptance. The parties agree that this Agreement is accepted electronically. |
Exh. A-9
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
|
| PROJECT RAVEN MERGER SUB, INC. |
|
| /s/ Glenn F. Miller |
| By: Glenn F. Miller Its: Vice President and
Secretary |
|
| RAVEN ACQUISITION HOLDINGS, LLC |
|
| /s/ Glenn F. Miller |
| By: Glenn F. Miller Its: Vice President and
Secretary |
|
| EMPLOYEE ACCEPTANCE |
|
| /s/ Joseph Flanagan |
| Joseph Flanagan |
Exh. A-10
Exhibit (d)(vi)
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of August 13, 2024 and effective as of August 12, 2024 (the
“Effective Date”), is entered into by and among TowerBrook Capital Partners L.P. (“TowerBrook”), Clayton, Dubilier & Rice, LLC (“CD&R” and together with TowerBrook, the
“Sponsors”) and Joseph Flanagan (“Advisor”).
WHEREAS, the Agreement and Plan of Merger, dated as of
July 31, 2024, by and among R1 RCM Inc. (the “Company”), Raven Acquisition Holdings, LLC and Project Raven Merger Sub, Inc. (the “Merger Agreement” and terms that are capitalized but not defined herein shall
have the meanings set forth in the Merger Agreement), provides for the acquisition of the Company by a newly formed entity that will be indirectly owned and controlled by investment funds managed by the Sponsors;
WHEREAS, the Sponsors and Advisor deem it useful and in the best interests of the Sponsors, the Company and the stockholders of the Company
for the Sponsors to engage Advisor as an independent contractor to provide transition services to the Sponsors in anticipation of the Closing and to assist the Sponsors with various transaction financing and
co-investor workstreams, and Advisor desires to accept such engagement; and
WHEREAS, the Sponsors
and Advisor are entering into this Agreement to set forth the terms and conditions of such engagement and memorialize certain agreements relating thereto.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Engagement, Term. Advisor is hereby engaged by the Sponsors as an independent contractor to provide Advisory Services (as defined
below) during the period commencing on the Effective Date and continuing until the earliest of (i) the Closing Date, (ii) the date the Merger Agreement is terminated in accordance with its terms and (iii) the date, if any, on which
this Agreement is terminated in accordance with Section 10 below (such period, the “Term”).
2.
Services, Exclusivity.
(a) The services to be provided by Advisor pursuant to this Agreement (the “Advisory
Services”) shall consist of the following:
(i) Leading a dedicated Transition Office function, spanning key workstreams
including (A) post-Closing organization design, (B) post-Closing board composition, (C) post-Closing thesis execution, and (D) post-Closing commercial strategy; and
(ii) Assisting the Sponsors with various transaction financing and co-investor workstreams.
(b) Advisor’s engagement to provide the Advisory Services will be a full-time commitment, and Advisor shall devote substantially all of
his business time and attention to the provision of the Advisory Services during the Term, other than time spent fulfilling his duties and responsibilities as a director of the Company. During the Term, Advisor shall not (i) accept or enter
into any agreement regarding employment with any person (other than with the Company pursuant to the Offer Letter (as defined below)), (ii) enter into any consulting or advisory relationship with any person (other than the Sponsors) or
(iii) participate in any discussions, communications or negotiations with any person regarding or in the context of any Acquisition Proposal (as defined in the Merger Agreement) or any proposal or offer that would reasonably be expected to lead
to an Acquisition Proposal, other than in Advisor’s capacity as a director of the Company if and to the extent permitted by Section 5.3(b) of the Merger Agreement.
(c) Without prejudice to Advisor’s status as an independent contractor, the Sponsors
will have the right to exercise general supervision over and direction regarding the Advisory Services. For the avoidance of doubt, nothing in this Agreement shall require Advisor to take any action or refrain from taking any action as a member of
the board of directors of the Company or as a stockholder of the Company.
3. Consulting Fee, Living Expenses Stipend, Expense
Reimbursement and Related Matters.
(a) Consulting Fee. The Sponsors shall pay, or cause to be paid, to Advisor a fee (the
“Consulting Fee”) at the monthly rate of $250,000, which shall be paid in arrears following each calendar month during the Term. The installment of the Consulting Fee for the month during which the Term commences and the month
during which the Term ends (if it ends on a day other than the last day of a month) shall be prorated to reflect the number of days during such month when the Term was in effect relative to the total number of days of such month.
(b) Living Expenses Stipend. During the Term, the Sponsors shall pay, or cause to be paid, to Advisor a stipend for Advisor’s
living and travel expenses (the “Stipend”) at the monthly rate of $20,000, which shall be paid in advance of each calendar month during the Term. Advisor shall be paid the full Stipend for the month of August 2024 as soon as
reasonably practicable following the Effective Date.
(c) Reimbursement of Expenses. The Sponsors shall either arrange and pay on
Advisor’s behalf, or reimburse Advisor for, airfare, lodging and other reasonable and documented out-of-pocket non-routine
travel-related expenses incurred by Advisor in connection with providing the Advisory Services. Eligible expenses for which Advisor seeks reimbursement shall be reimbursed as soon as practicable following receipt by the Sponsors of documentation
from Advisor evidencing such expenses and that such expenses were not covered or otherwise paid for by or on behalf of Advisor through the use of the Stipend. To facilitate making travel arrangements, the Sponsors will provide Advisor either with
access to the Sponsors’ administrative support staff or a corporate travel agent. For the avoidance of doubt, any living and travel expenses covered or otherwise paid for by the Stipend shall not be subject to reimbursement in accordance with
this Section 3(c). Upon presentation of documentation in a form acceptable to the Sponsors, the Sponsors shall promptly pay or reimburse Advisor for reasonable fees and out-of-pocket expenses incurred in connection with the negotiation, documentation and performance of this Agreement.
(d) No Other Consideration. Except as expressly provided in Sections 3 and 12(d), Advisor shall not be
entitled to receive any payment, fee or other consideration in respect of the Advisory Services or otherwise relating to this Agreement.
(e) Sponsors’ Allocation. Each Sponsor agrees that (i) it shall fund, or cause its affiliates to fund, fifty percent (50%) of
each of (A) the Consulting Fee, (B) the Stipend, (C) the reimbursable expenses described in Section 3(c) and (D) any indemnity owed to Advisor under this Agreement, and (ii) each of the amounts
described in the foregoing clauses (A) through (D) will, as between the Sponsors, constitute “Shared Expenses” under the Interim Investors Agreement, dated July 31, 2024, by and among
TCP-ASC ACHI Series LLLP, Clayton Dubilier & Rice Fund XII, L.P. and certain other parties thereto (as such term is defined, and notwithstanding anything to the contrary, in such Interim Investors
Agreement).
4. Confidentiality. Advisor reaffirms Advisor’s confidentiality and nondisclosure obligations under the letter
agreement, dated as of July 10, 2024, by and between Advisor and TCP-ASC ACHI Series, LLLP (the “NDA”), and agrees and acknowledges that the confidentiality and nondisclosure obligations
set forth or otherwise referenced in the NDA cover any information that is provided, furnished, prepared or otherwise made available to Advisor under, or in connection with, this Agreement, including any information that is provided, furnished,
prepared or otherwise made available to Advisor with respect to CD&R or any of its affiliates. Notwithstanding anything in this Agreement or the NDA to the contrary, nothing in this Agreement or the NDA (including, without limitation, the
confidentiality provisions set forth or otherwise referenced in the NDA) prohibits Advisor from voluntarily communicating with or providing information to any government agency regarding potential violations of law without providing notice to the
Sponsors or any of their respective affiliates.
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5. Insider Trading and Compliance Matters. Advisor acknowledges that the laws, rules
and regulations of the United States and other jurisdictions prohibit persons from trading in securities while in possession of material, non-public information affecting such securities and on the
communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.
6. Compliance with Laws.
(a) Advisor shall perform the Advisory Services in a diligent, trustworthy and professional manner and in accordance with all applicable laws
and governmental regulations, including any law, regulation, order, decree or directive of any jurisdiction relevant to the Sponsors or their respective affiliates and portfolio companies having the force of law and relating to anti-corruption,
bribery, kickbacks, or similar business practices.
(b) In performing the Advisory Services, Advisor shall notify the Sponsors promptly
upon becoming aware of any actual or suspected slavery or human trafficking in their respective businesses or supply chains which has any connection or potential connection to the Company or its affiliates.
7. Limits of Authority. Advisor hereby acknowledges and agrees that Advisor does not have any authority to contract in the name of, or
otherwise bind, either of the Sponsors or any of their respective affiliates. The Sponsors hereby acknowledge and agree that Advisor does not have any authority to contract in the name of, or otherwise bind, the Company or any of its affiliates.
Accordingly, Advisor shall not enter into any agreement on behalf of or purport to bind either of the Sponsors or any of their respective affiliates, or represent to any person that Advisor has the authority, express or implied, to create any legal
obligation on behalf of either Sponsor or any of their respective affiliates.
8. Intellectual Property. Advisor understands that
all copyrights, patents, trade secrets or other intellectual property rights associated with any idea, concept, technique, invention, process or work of authorship developed or created by Advisor as part of the Advisory Services provided during the
Term (“Work Product”) will belong exclusively to the Sponsors or a portfolio company, if applicable, and will, to the extent possible, be considered a “work made for hire” for the Sponsors or such portfolio company within
the meaning of Title 17 of the United States Code. However, if the Work Product is not deemed “work made for hire” under Title 17 of the United States Code, Advisor shall automatically assign at the time of creation of the Work Product,
without any requirement of further consideration, any right, title, or interest Advisor may have in such Work Product, including any copyright or other intellectual property rights pertaining thereto, to the Sponsors or, at the Sponsors’
request, to the applicable portfolio company, throughout the universe in perpetuity. Upon the request of the Sponsors, Advisor shall take such further actions (at the Sponsors’ expense), including execution and delivery of instruments of
conveyance, as may be appropriate to give full and proper effect to any such assignment. In addition, Advisor hereby waives any so-called “moral rights of authors” in connection with the Work Product
and acknowledges and agrees that the Sponsors’ and the applicable portfolio company may use, exploit, distribute, reproduce, advertise, promote, publicize, alter, modify or edit the Work Product or combine the Work Product with other works, in
the Sponsors’ or such portfolio company’s sole discretion, in any format or medium hereafter devised. Advisor further waives any and all rights to seek or obtain any injunctive or equitable relief in connection with the Work Product. For
the avoidance of doubt, nothing in this Section 8 shall be deemed to impact any copyrights, patents, trade secrets or other intellectual property rights associated with any idea, concept, technique, invention, process or
work of authorship which has been developed or created by Advisor other than in connection with the Advisory Services.
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9. Representations, Warranties and Covenants.
(a) Advisor represents, warrants and covenants that Advisor’s execution and delivery of this Agreement and Advisor’s provision of
the Advisory Services contemplated by this Agreement do not and will not violate any contract, undertaking or arrangement with any third-party (including any current or former employer or client) to which Advisor is a party. Advisor covenants not to
disclose to the Sponsors any proprietary or non-public information in violation of any confidentiality obligation or fiduciary duty that Advisor owes to any former employer or other person or entity.
(b) Advisor shall not at any time use either Sponsor’s name or trademarks, service marks or trade names in any advertising or publicity
without the prior written consent of the applicable Sponsor.
10. Termination. The Sponsors may terminate this Agreement at any
time upon at least ten business days’ prior written notice to Advisor, and Advisor may terminate this Agreement at any time upon at least three business days’ prior written notice to the Sponsors. Upon the expiration or termination of this
Agreement, Advisor shall promptly (a) deliver to the Sponsors a written billing summary for the portion of the monthly billing period ending on the date the Term ended and an invoice for any unreimbursed expenses incurred as of the termination
date, and (b) deliver to the Sponsors or, with the Sponsors’ permission, destroy any then-existing Work Product resulting from the Advisory Services and return any Sponsor-owned property that is in Advisor’s possession.
Sections 3 (solely with respect to any right or obligation arising prior to the expiration or termination of the Term), 4 (for 18 months), 8, 9, 10, 11, and 12 of this Agreement
shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not relieve either party hereto of liability for any breach of this Agreement by such party prior to such termination.
11. Cooperation. At the request of the Sponsors, Advisor shall reasonably cooperate with the Sponsors and their respective affiliates
(collectively, the “Sponsor Entities”) in any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party that relates to the Advisory Services. In the event that Advisor provides such
cooperation in accordance with this Section 11 after the Term and Advisor is not then employed by the Company, the Sponsors shall reimburse Advisor for reasonable and documented travel and other out-of-pocket expenses related thereto upon submission of receipts and compensate Advisor at the per diem rate of $8,200.
12. Miscellaneous.
(a)
Amendment: Waiver. This Agreement may be amended only by an instrument in writing and signed by Advisor and the Sponsors. A party hereto may waive any of its rights under this Agreement or any of the other party’s obligations under this
Agreement only pursuant to a written instrument signed by the party granting such waiver.
(b) Successors and Assigns. Advisor may
not assign, transfer, or subcontract this Agreement or any of Advisor’s rights or obligations hereunder without the prior written consent of the Sponsors. This Agreement will be enforceable only by Advisor and the Sponsors and their respective
permitted assigns. No individual or entity that is not a party hereto is intended to be a third-party beneficiary hereof. Each of the Sponsors reserve the right to assign its respective rights and obligations hereunder, in whole or in part, to its
respective affiliates.
(c) Independent Contractor Relationship. The parties hereto intend to create by this Agreement the
relationship of an independent consultant and not an employer-employee relationship. Nothing in this Agreement is intended or shall be deemed to (i) be construed to have effect as constituting any relationship or employer and employee between
either Sponsor and Advisor, or (ii) create any partnership, agency or joint venture relationship between the parties hereto. The Sponsors may withhold from any payment owing to Advisor hereunder any amount required to be withheld by applicable
law. Advisor understands and agrees that Advisor is not eligible for, and Advisor hereby waives any claim for, wages, compensation incentives, profit sharing participation, carried interest allocations, stock options/equity grants, health coverage
or any other benefits provided to employees or partners of either Sponsor.
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(d) Indemnification. The Sponsors will defend, indemnify and hold Advisor harmless
against any losses, damages, liabilities, costs or expenses (including reasonable legal fees, judgments and amounts paid in settlement) relating to any claims or judgments brought or asserted by any third party arising out of or relating to
Advisor’s performance of his services hereunder, so long as such matters arise out of acts or omissions that are within the scope of Advisor’s actual responsibilities and authority, excluding, however, claims in which it is adjudicated
that Advisor engaged in a fraudulent, grossly negligent, criminal or bad faith action by a court of competent jurisdiction on a final and non-appealable basis. Advisor shall give timely notice to the Sponsors
of any such claim or suit and agrees to cooperate fully with such counsel as may be selected by the Sponsors or their insurers to defend such matters.
(e) Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES HERETO MUTUALLY AND IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN CHICAGO, ILLINOIS AND AGREE THAT
SECTION 11 OF THE OFFER LETTER, DATED AS OF JULY 31, 2024, BY AND BETWEEN ADVISOR AND PROJECT RAVEN MERGER SUB, INC. (THE “OFFER LETTER”) SHALL APPLY TO ANY DISPUTES ARISING UNDER THIS AGREEMENT MUTATIS MUTANDIS.
(f) Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(g) Notices. All notices, demands and other communications hereunder shall be in writing and shall be given to the party hereto at the
address set forth below such party’s signature to this Agreement, or to such other address or to the attention of such other person as such party may hereafter specify for the purpose of notice to the other party. Each such notice, request,
demand or other communication shall (if properly addressed) be effective (i) when delivered personally (or, if refused, upon presentment), (ii) two business days after being sent to recipient by reputable overnight courier service (charges
prepaid) or (iii) 24 hours after being sent by email.
(h) Severability. If any provisions of this Agreement as applied to any
part or to any circumstances shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances or the validity or
enforceability of this Agreement.
(i) Captions. The headings and captions used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.
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(j) Counterparts. This Agreement may be executed in two or more counterparts
(including by facsimile or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(k) Complete Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the
subject matter hereof and supersedes and preempts all prior understandings, agreements, representations and/or discussions between Advisor, on the one hand, and the Sponsors or any of their respective representatives or affiliates, on the other
hand, written or oral, which may have related to the subject matter hereof in any way. The parties hereto acknowledge that they have not relied on or been induced to enter into this Agreement by any representation, warranty or undertaking (whether
contractual or otherwise) other than as is set forth in this Agreement. For the avoidance of doubt, this Agreement does not supersede the NDA, the Offer Letter and any agreements referenced in Section 20 of the Offer Letter as surviving.
(l) Interpretation; Certain Meanings. The language in all parts of this Agreement shall be interpreted according to its fair meaning,
and specifically shall not be interpreted strictly for or against any of the parties hereto on the basis of such party being (or being deemed to be) the drafter of this Agreement. The definitions of terms provided herein shall apply equally to the
singular and plural forms of the terms defined. The words “include,” “includes” and “including” as used in this Agreement shall be deemed to be followed by the phrase “without limitation”. The word
“will” as used in this Agreement shall be construed to have the same meaning and effect as the word “shall”. The word “person” as used in this Agreement will be broadly interpreted to include the media and any
corporation, company, group, partnership, limited liability company, other business entity or individual. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein or any
statute, law, order, rule or regulation shall be construed as referring to such agreement, instrument, other document, statute, law, order, rule or regulation as from time to time amended, restated, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any party hereto shall be construed to include such party’s successors and permitted assigns, (iii) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Sections shall be construed to
refer to Sections of this Agreement. This Agreement shall be deemed to have been jointly drafted.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Consulting Agreement
as of the day and year first above written.
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| TOWERBROOK CAPITAL PARTNERS L.P. |
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| By: |
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/s/ Glenn F. Miller |
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Name: Glenn F. Miller |
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Title: Authorized Signatory |
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| Park Avenue Tower 65 East 55th
Street, 19th Floor |
| New York, NY 10022 |
| Attention: Ian Sacks |
| Glenn Miller |
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| CLAYTON, DUBILIER & RICE, LLC |
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| By: |
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/s/ Rima Simson |
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Name: Rima Simson |
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Title: Vice President, Treasurer and Secretary |
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| 375 Park Avenue, 18th Floor |
| New York, NY 10152 |
| Attention: Ravi Sachdev |
| Adam Karol |
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| /s/ Joseph Flanagan |
| Joseph Flanagan |
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| Address: |
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| Email: |
[Signature Page to
Consulting Agreement]
Exhibit (d)(vii)
INTERIM INVESTORS AGREEMENT
This INTERIM INVESTORS AGREEMENT (this “Agreement”) dated as of July 31, 2024, is entered into by and among TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (“TowerBrook”), Clayton, Dubilier & Rice Fund XII, L.P., a Cayman Islands exempted limited partnership
(“CD&R”), Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), Raven TopCo GP, LLC, a Delaware limited liability company (“Raven Topco GP”), Raven TopCo, L.P., a
Delaware limited partnership (the “Partnership”), and Project Raven Merger Sub, Inc., a Delaware corporation (“Merger Sub”). TowerBrook and CD&R shall be referred to herein each individually as an
“Investor” and collectively as the “Investors”. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 3.1.
RECITALS
WHEREAS,
concurrently with the execution of this Agreement, Parent, Merger Sub and R1 RCM Inc., a Delaware corporation (the “Company”), are executing an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which
Merger Sub will be merged (the “Merger”) with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent;
WHEREAS, (i) as of the date hereof, TowerBrook is the sole limited partner of the Partnership, (ii) Raven Topco GP is the general
partner of the Partnership, (iii) TowerBrook is the sole member of Raven TopCo GP, (iv) the Partnership is the sole member of Parent and (v) Parent is the sole shareholder of Merger Sub;
WHEREAS, concurrently with the execution of this Agreement, the Guarantors, which are Affiliates of TowerBrook and CD&R, are executing an
equity commitment letter (the “Equity Commitment Letter”) in connection with the Merger Agreement in favor of Parent pursuant to which the Guarantors are agreeing, upon the terms and subject to the conditions set forth therein, to
invest (on a several and not joint and several basis) in Parent the amounts set forth therein;
WHEREAS, concurrently with the execution
of this Agreement, the Guarantors are executing a limited guarantee (the “Limited Guarantee”) in connection with the Merger Agreement in favor of the Company pursuant to which the Guarantors are agreeing, upon the terms and subject
to the conditions set forth therein, to guarantee (on a several and not joint and several basis) certain obligations of Parent and Merger Sub under the Merger Agreement set forth therein;
WHEREAS, in connection with the foregoing, the Investors, Parent, Raven Topco GP and Merger Sub desire to enter into this Agreement to, among
other things, govern the actions of Parent, Raven Topco GP and Merger Sub and the relationship between the Investors with respect to the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee and the transactions contemplated thereby
or to be undertaken in connection therewith.
AGREEMENT
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby
agree as follows:
| 1. |
AGREEMENTS BETWEEN THE INVESTORS. |
1.1. Actions Under the Merger Agreement.
1.1.1. Except as otherwise expressly provided herein: (i) the Investors, acting unanimously, shall have the sole and
exclusive right to cause or permit Parent and Merger Sub to take any action, other than any immaterial action, including any action relating to the Merger Agreement, any other Transaction Document or the Merger, including: (a) taking actions or
refraining from taking any actions which are necessary or advisable for Parent and Merger Sub to (i) comply with their respective obligations under, (ii) satisfy the closing conditions of or (iii) exercise their respective rights
under the Merger Agreement or any other Transaction Document, including determining that the conditions to Closing specified in Article VII of the Merger Agreement (the “Closing Conditions”) have been satisfied; (b) waiving
compliance with any covenants, agreements or conditions (including the Closing Conditions) contained in the Merger Agreement or any other Transaction Document; (c) consenting to any action that requires Parent’s or Merger Sub’s
consent under the Merger Agreement or any other Transaction Document; (d) terminating, amending or modifying the Merger Agreement or any other Transaction Document; (e) determining to consummate, or consummating, the Merger;
(f) delivering any notice pursuant to the Merger Agreement; (g) settling any Legal Proceeding (including with respect to any exercise or purported exercise of appraisal rights) arising in connection with, or relating to, the Merger, the
Merger Agreement or any other Transaction Document; and (h) negotiating or entering into (by or on behalf of Parent or Merger Sub) any Transaction Document or other definitive agreement to be executed or delivered by Parent or Merger Sub at or
in connection with the Closing or the Transactions, and (ii) Parent and Merger Sub shall not, and neither Investor shall permit or cause Parent or Merger Sub to, take or commit to take any of the actions contemplated by the immediately
foregoing clause (i) unless such action has been unanimously and expressly approved in advance by both Investors in writing.
1.2. Cooperation.
1.2.1. Each Investor hereby covenants to the other that it will use its reasonable best efforts, subject to its consent and
decision-making rights set forth herein, to take, or cause to be taken, all action and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary or advisable to consummate and make effective
the Merger and the other agreements contemplated by the Transaction Documents, including to cause Parent and Affiliates of Parent to take such actions as are required (or as Parent is required to cause its Affiliates to take) pursuant to the
Transaction Documents. The Investors shall cooperate in defending any claim that any one or more of the Guarantors is obligated to make payments under the Limited Guarantee.
1.2.2. Each Investor shall use its reasonable best efforts to (i) provide all information regarding it and its Affiliates
and its and their respective members, managers, partners, equityholders, officers and directors to the extent required in connection with any filings or notifications to be made to or with any Governmental Authority in connection with the Merger,
the Transaction Documents and the transactions contemplated thereby;
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(ii) make such filings and take such other actions within its control as are required to cause Parent and Merger Sub to comply with all of their respective obligations pursuant to
Section 6.1, Section 6.2 and Section 6.3 of the Merger Agreement; and (iii) respond in a prompt manner to any reasonable requests from a Governmental Authority (including by providing information requested by Parent, Merger Sub
or the Company in order to respond to such requests made by a Governmental Authority) in connection with or in response to any such filings or notifications. Notwithstanding anything to the contrary herein, (A) any disclosure of such
information shall be done in a manner consistent with applicable Law, (B) any Investor may, as it deems advisable or necessary after consultation with its legal advisor, reasonably designate any competitively sensitive information as for
“outside counsel only,” (C) materials provided to an Investor or its counsel may be redacted to remove references concerning the valuation for the Merger and (D) no Investor shall be obligated to provide to any other Investor any
sensitive personal identifying information submitted or to be submitted to any Governmental Authority.
1.2.3.
Notwithstanding anything to the contrary herein, nothing herein shall require an Investor or any of its Affiliates (other than, in the case of TowerBrook, Parent and Merger Sub) to take any action, including for the avoidance of doubt, any
divestiture, litigation or similar actions or limitations, in connection with obtaining any Governmental Authority clearance required for the consummation of the Merger and the other transactions contemplated by the Transaction Documents other than
providing the information and making filings or notifications pursuant to Section 1.2.2 and responding to any reasonable requests for information from Parent, Merger Sub or the Company that may be required in connection
with any such filings or notifications.
1.3. Partnership and Raven TopCo GP Governance Agreements.
1.3.1. The Investors agree to negotiate in good faith to enter into, concurrent with the Closing, (i) an amended and
restated limited partnership agreement for the Partnership (the “Partnership LPA”) and an amended and restated limited liability company agreement for Raven TopCo GP (the “Raven TopCo GP LLCA”) consistent with the
terms set forth on the term sheet attached hereto as Exhibit A and (ii) such other ancillary agreements and applicable governance agreements as may be required in connection with the Closing (together with the Partnership LPA and the
Raven TopCo GP LLCA, collectively, the “Governance Agreements”). If, for any reason, the Governance Agreements are not executed on or before the Closing, the provisions of Exhibit A will be binding upon the Investors and
shall be the Governance Agreements, it being understood and agreed that the Investors shall be obligated to continue to negotiate in good faith to execute full-length Governance Agreements promptly after the Closing.
1.3.2. For so long as this Agreement shall be in force or remain in effect, (i) no Investor shall permit Raven TopCo GP to
transfer, or agree to transfer, any of its general partnership interest in the Partnership to any Person or permit the Partnership or Raven TopCo GP to issue, or agree to issue, any equity interests to any Person and (ii) no Investor, the
Partnership or any of the Partnership’s Subsidiaries shall transfer, or agree to transfer, any equity interests of the Partnership or any of the Partnership’s Subsidiaries, in each case, other than as expressly contemplated by this
Agreement or as agreed between the Investors in writing or, with respect to clause (ii), to such Investor’s Permitted Transferees.
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1.3.3. Each Investor and its Permitted Transferees will receive equity
interests of the same class and series and at the same price per unit of Raven TopCo GP upon funding its Equity Commitment (other than, in the case of CD&R, the portion of its Equity Commitment attributed to the Preferred Share Purchase Price)
to the Partnership and, at the Closing, the equity interests held by TowerBrook prior to Closing in TopCo GP will be canceled for no consideration. In accordance with the Partnership LPA, (i) TowerBrook agrees to cause the Partnership to create
such classes of equity interests set forth in the term sheet attached hereto as Exhibit A and issue and sell or exchange (as the case may be) such classes of Partnership equity interests to the Investors (or their Permitted Transferees) at
the Closing pro rata in accordance with each Investor’s Equity Commitment and as contemplated by this Agreement and any rollover agreement mutually agreed by the Investors, as applicable; provided that each Investor (and its Permitted
Transferees) shall receive (including, in the case of TowerBrook, through the TowerBrook Roll-Over as defined in and set forth on Exhibit A) Partnership units of the same class and series and at the same price per unit and (ii) at the
Closing, the equity interests held by TowerBrook in the Partnership prior to Closing will be canceled for no consideration.
1.3.4. It is anticipated that the Company securities received by the Partnership pursuant to the TowerBrook Roll-Over and any
other rollover agreement mutually agreed by the Investors will be contributed by the Partnership and its Subsidiaries to Parent immediately prior to the Effective Time, and the Partnership and its Subsidiaries shall have the right to effectuate such
contribution and enter into customary agreements and documentation in connection therewith. For the avoidance of doubt, in the event that the Equity Commitment or any portion thereof is made directly to Parent by the Investor, it will be deemed to
have been made to the Partnership and contributed downstream to Parent for purposes of this Agreement.
1.4. Termination
Payments; Company Payments; Indemnification.
1.4.1. If (i) (A) all conditions to Parent’s obligations under
the Merger Agreement are satisfied (or waived by Parent in accordance with this Agreement and the Merger Agreement) and the Company is prepared to consummate the Closing in accordance with the Merger Agreement or if the Company otherwise obtains an
order of specific performance requiring Parent to consummate the Merger pursuant to Section 9.10(b) of the Merger Agreement but (B) (x) either Investor or any Guarantor that is an Affiliate of such Investor fails to fund (or cause its
Affiliate to fund, as applicable) its Equity Commitment when required under the Merger Agreement and the Equity Commitment Letter or (y) either Investor declines to give its consent, pursuant to Section 1.1.1, to Parent and Merger
Sub’s consummation of the Merger or to drawing down on the Debt Financing (or if alternative debt financing is being used, the alternative debt financing) or (ii) (A) either Investor otherwise breaches any of its representations or
obligations under this Agreement or (B) either Investor or any Guarantor that is an Affiliate of such Investor breaches any of its representations or obligations under the Equity Commitment Letter and, in each case of clause (A) and clause
(B), such breach is the proximate cause of the failure of the Merger
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to be consummated (either (i) or (ii), an “Investor Breach” and the Investor committing (or whose Affiliate Guarantor committed) the Investor Breach, the “Breaching
Investor”), and the other Investor is not also a Breaching Investor (including by reason of any Guarantor that is an Affiliate of such Investor) (in such context, the “Non-Breaching
Investor”), then, in addition to any other remedy that may be available to the Non-Breaching Investor, whether in law or in equity, the Guarantors that are Affiliates of the Breaching Investor will be
responsible for the full Reverse Termination Fee and any other payment or expenses that are available to the Company under the Merger Agreement (collectively, the “Termination Payment”) and the Breaching Investor will be responsible
for reimbursement of the Non-Breaching Investor’s and its Affiliates’ Transaction Expenses, and the Breaching Investor shall indemnify and hold harmless the
Non-Breaching Investor from and against any and all reasonable documented out-of-pocket costs or expenses payable to a third
party (including amounts payable to the Company or any of its directors, officers, employees or stockholders) pursuant to a final, non-appealable order of a court of competent jurisdiction, to the extent
attributable to the Investor Breach (excluding amounts payable under the Limited Guarantee by the Guarantors that are Affiliates of the Breaching Investor, the “Indemnifiable Losses”), but in no event shall the Indemnifiable Losses
(1) include lost profits or punitive damages except to the extent recovered by the Company or any other third party or (2) exceed, with respect to the Breaching Investor and the Guarantors that are Affiliates of the Breaching Investor, an
amount equal to (A) $50,000,000 plus (B) the amount of the Reverse Termination Fee, reduced by any portion of such Reverse Termination Fee actually paid, directly or indirectly, by such Breaching Investor or the Guarantors that are
Affiliates of the Breaching Investor. For the avoidance of doubt, an Investor is not a “Breaching Investor” if such Investor has confirmed in writing to the other Investor that it is ready, willing and able to consummate its Equity
Commitment at the Closing but has not actually consummated such Equity Commitment on the date on which Closing is required to occur under the Merger Agreement solely because the other Investor is a Breaching Investor that has not consummated its
Equity Commitment or has otherwise caused an Investor Breach.
1.4.2. If the Merger is not consummated and the Partnership,
Parent and/or Merger Sub (or any of their Affiliates) receives the Company Termination Fee or any other termination fee, damages award or settlement payment, reimbursement of expenses, indemnification for damages or other similar payments from the
Company or any of its Affiliates in connection with the Merger or the other transactions contemplated by the Merger Agreement (collectively, net of expenses or any taxes payable by Parent and/or Merger Sub thereon incurred in connection with
obtaining such amounts, the “Company Payments”), then the Partnership, Parent and/or Merger Sub (or any of their Affiliates) shall pay or cause to be paid (i) to the Investors or their respective Affiliates all Shared
Expenses from such Company Payments pro rata in accordance with the aggregate Shared Expenses incurred by each Investor and its Affiliates (for the avoidance of doubt, without duplication of any reimbursement previously received by an Investor from
another Investor) and (ii) any remaining amount from the Company Payments following the payments described in (i) to the Investors in proportion to their respective Pro Rata Share; provided that if there has been an Investor Breach,
then the Breaching Investor will not be entitled to any amount of the Company Payments beyond the payment of its Pro Rata Share of the Shared Expenses.
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1.4.3. In the event that the Termination Payment is required to be paid by
Parent or Merger Sub (other than in the case of an Investor Breach), it is agreed that, in accordance with and subject to the terms and conditions of the Limited Guarantee, (i) the TowerBrook Guarantors will be responsible for TowerBrook’s
Pro Rata Share of the Termination Payment and (ii) the CD&R Guarantor will be responsible for CD&R’s Pro Rata Share of the Termination Payment.
1.5. Notification. Any notices or correspondence received by the Partnership, Parent or Merger Sub under, in connection with, or
related to this Agreement, the Merger Agreement or any other Transaction Document, or otherwise in respect of the Merger, shall be promptly provided to both Investors at the address set forth in Section 4.16.
1.6. Expense Reimbursement.
1.6.1. If the Merger Agreement is terminated, (i) TowerBrook shall promptly upon written request reimburse CD&R, by
payment to an account designated in writing by CD&R, for TowerBrook’s Pro Rata Share of the Shared Expenses incurred by CD&R or any of its Affiliates; provided that, if CD&R is then a Breaching Investor, it will not be
entitled to such reimbursement and shall promptly upon written request reimburse TowerBrook for the Shared Expenses incurred by TowerBrook or its Affiliates, (ii) CD&R shall promptly upon written request reimburse TowerBrook, by payment to
an account designated in writing by TowerBrook, for CD&R’s Pro Rata Share of the Shared Expenses incurred by TowerBrook or any of its Affiliates; provided that, if TowerBrook is then a Breaching Investor, it will not be entitled to
such reimbursement and shall promptly upon written request reimburse CD&R for the Shared Expenses incurred by CD&R or its Affiliates, and (iii) each Investor shall be responsible for its own costs, fees and expenses other than Shared
Expenses.
1.6.2. If the Closing occurs then, except as the Investors may otherwise agree in writing, the Investors or
their respective Affiliates will cause the Company to reimburse the Investors and their respective Affiliates for all third-party out-of-pocket fees and expenses
(whether or not Shared Expenses) incurred by them in connection with the evaluation, negotiation, pursuit and consummation of the Merger and the other transactions contemplated by the Transaction Documents (including any amount of Shared Expenses
for which an Investor has reimbursed another Investor pursuant to this Agreement prior to the Closing); it being understood, for the avoidance of doubt, that such reimbursement by the Company shall be without duplication to any reimbursement
previously received by an Investor from another Investor.
1.6.3. Each Investor shall have the right to request reasonable
supporting documentation with respect to Shared Expenses incurred by the other Investor or any of its Affiliates that are payable in accordance with Section 1.6.2 (provided that nothing herein shall obligate any
Person to disclose or provide information that would reasonably be expected to jeopardize privilege or result in a breach of Law or a binding contractual obligation or duty of confidentiality).
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1.7. Debt Financing. The Investors, acting together, shall cause the Buyer
Parties (as and to the extent required by Section 6.5 of the Merger Agreement) to negotiate, enter into and borrow under definitive agreements relating to the Debt Financing, including agreeing to the financial terms of such Debt Financing, on
the terms set forth in the Debt Commitment Letters and the Fee Letters (including the exhibits thereto).
1.8. Management
Arrangements. The Investors may cause Parent and/or the Company to negotiate in good faith and enter into definitive agreements with certain members of management of the Company with respect to the terms of management’s employment,
compensation, and equity incentives and each Investor agrees to negotiate in good faith with the other Investor the terms to be offered to such members of management.
1.9. Representations and Warranties of the Investors. Each Investor hereby represents and warrants to the other Investor that:
1.9.1. Such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization or formation, and has the requisite power, capacity and authority to execute and deliver this Agreement, the Equity Commitment Letter and the Limited Guarantee and perform its obligations thereunder (subject to and in accordance with
the terms thereof).
1.9.2. The information to be supplied in writing by such Investor specifically for inclusion in any
filings contemplated by the Merger Agreement will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading at the time of such filing.
1.9.3. Such Investor has all limited partnership or other entity power and
authority to execute, deliver and perform its obligations under this Agreement, the Equity Commitment Letter and the Limited Guarantee.
1.9.4. The execution, delivery and performance of this Agreement, the Equity Commitment Letter and the Limited Guarantee by
such Investor have been duly and validly authorized and approved by all necessary limited partnership or other entity action by such Investor and no additional proceedings are necessary to approve such agreements.
1.9.5. This Agreement, the Equity Commitment Letter and the Limited Guarantee have been duly and validly executed and delivered
by such Investor (or in the case of the Limited Guarantee, the Affiliates of such Investor that are parties thereto) and constitute legal, valid and binding agreements of such Investor (or such Affiliates) enforceable against such Investor (or such
Affiliates) except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and (ii) is subject to general
principles of equity.
1.9.6. Such Investor or its Affiliates, as applicable, have, and for so long as the Equity
Commitment Letter remains in effect under its terms, will have, uncalled and legally enforceable capital commitments from limited partners and/or other investors or legally enforceable equity commitments from underlying investors to purchase
interests in such Investor, in each case, at least equal to such Investor’s Equity Commitment.
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1.9.7. The execution, delivery and performance of this Agreement, the Equity
Commitment Letter and the Limited Guarantee by such Investor (or in the case of the Limited Guarantee, the Affiliates of such Investor that are parties thereto) does not and will not conflict with, require a consent, waiver or approval under,
violate the terms of or result in a breach or the acceleration of any obligation under (i) any material contract, commitment or other instrument to which such Investor (or such Affiliates) is a party or is bound, or (ii) its organizational
documents or any applicable Law, Order or material contractual restriction binding on such Investor (or such Affiliates) or its assets (or such Affiliates’ assets).
1.9.8. Such Investor has had the opportunity to conduct its own independent investigation, review and analysis of the business,
operations, assets and properties, liabilities, results of operations, financial condition, technology and prospects of the Company Group and the business thereof as it has deemed necessary or advisable in connection with entering into this
Agreement and the related documents and the transactions contemplated hereby and thereby (including the Merger Agreement, other Transaction Documents and all transactions contemplated thereby) and have sufficient experience to be capable of making
an informed judgment with respect thereto, and Investor and its Representatives have been provided adequate access to the personnel, assets, properties, premises and records of the Company Group and the business thereof for such purpose.
1.9.9. All consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority
necessary for the due execution, delivery and performance of this Agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any
Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement, in each case, other than other than (i) such reports, schedules, statements, filings, waivers, clearances,
approvals or waiting periods contemplated by the Merger Agreement, and (ii) as would not, individually or in the aggregate, prevent, materially delay or materially impair the ability of such Investor to perform its obligations under this
Agreement.
1.9.10. The other Investor has not made any representation or warranty with respect to the terms, value or any
other aspect of the transactions contemplated hereby, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters.
1.9.11. Such Investor is not relying on the other Investor (i) for its due diligence concerning, or evaluation of, Parent,
Merger Sub, the Company or their respective assets or businesses, (ii) for its decision with respect to making any investment contemplated hereby or (iii) with respect to tax and other economic considerations involved in such investment.
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1.10. Preferred Shares.
1.10.1. At or immediately prior to the Closing, and concurrently with the funding of the remainder of its Equity Commitment
pursuant to and in accordance with the Equity Commitment Letter, CD&R will purchase (or cause one or more of its Affiliates to purchase) (the “Preferred Purchasers”) preferred shares (the “Preferred Shares”) of
Raven Parent Holdings, LLC, which entity will be converted to a Delaware corporation prior to or substantially simultaneously with such purchase (the “Preferred Issuer”), with an aggregate capital value of $612,182,430 (and for a
total purchase price of $600,000,000 (the “Preferred Share Purchase Price”)), and Parent shall cause the Preferred Issuer to (i) issue and sell the Preferred Shares to the Preferred Purchasers and (ii) convert to a
Delaware corporation prior to or substantially simultaneously with such purchase. The Preferred Shares shall have the principal terms set forth on Exhibit B. Such purchase and sale together with the contribution by the Preferred Issuer and
its Subsidiaries to Parent of the Preferred Share Purchase Price shall satisfy CD&R’s obligations under the Equity Commitment Letter with respect to (and only for an amount equal to) the Preferred Share Purchase Price.
1.10.2. The Preferred Shares will be issued pursuant to a certificate of designation of the Preferred Issuer (the
“Certificate of Designation”) governing the rights and preferences of the Preferred Shares, and the Preferred Purchasers will, simultaneously with the purchase of the Preferred Shares, enter into a securities purchase agreement (the
“Securities Purchase Agreement”) and an investor rights agreement with the Preferred Issuer (the “Investor Rights Agreement”, together with the Certificate of Designation and the Securities Purchase Agreement, the
“Preferred Equity Documentation”). The Preferred Equity Documentation shall be initially prepared by Debevoise & Plimpton LLP as counsel to the Preferred Purchasers and the final forms of the Preferred Equity Documentation
shall be agreed among the Preferred Purchasers and the Investors. The terms of the Preferred Equity Documentation shall be based on the terms and conditions set forth in the documentation identified as “Project Ulysses” but with
certain covenants and other appropriate provisions to be based on the credit documentation governing the senior secured credit agreement of Raven Acquisition Holdings, LLC (the “First Lien Facilities”) as of the Closing Date, with
appropriate modifications to reflect the terms of this Section 1.10 and Exhibit B and shall be prepared so as to not require any regulatory consents or approvals; provided that with respect to the Preferred
Equity Documentation: (i) the negative covenants, affiliate transfers and sale demand shall be set forth in the Certificate of Designation, (ii) the indemnity rights of the Preferred Purchasers in the Investor Rights Agreement shall
include breaches of the Issuer’s representations and warranties set forth in the Securities Purchase Agreement and (iii) there shall be no conditions to the purchase of the Preferred Shares other than the conditions set forth in
Section 2 of the Equity Commitment Letter. For the avoidance of doubt, the Certificate of Designation will be drafted in a manner for baskets to conform to each of the corresponding exceptions, baskets and carveouts as in the First Lien
Facilities, except as otherwise set forth in Exhibit B, with no less than a (x) 25% cushion to any dollar and grower baskets and (y) 0.25x cushion to any ratio-based baskets (other than interest coverage ratio-based incurrence baskets). The
documentation principles set forth in this Section 1.10.2 shall be referred to herein and in Exhibit B as the “Documentation Principles”.
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1.10.3. Notwithstanding anything in this
Section 1.10 or Exhibit B, the Preferred Equity Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated by the Merger Agreement to the contrary, the
terms of the Preferred Equity Documentation shall be in a form such that they do not impair the purchase of the Preferred Shares on the Closing Date if the conditions expressly set forth in Section 2 of the Equity Commitment Letter are
satisfied or waived. Those matters that are not covered by or made clear under the provisions of this Section 1.10 or Exhibit B are subject to the approval and agreement of the Investors; provided that
such approvals and agreements shall be in a manner that is customary and appropriate for transactions of this type consistent with the Documentation Principles.
2.1. Except as set forth in Section 2.2, this Agreement shall become effective on the date hereof and shall
terminate upon the earliest of (i) the consummation of the Merger pursuant to the Merger Agreement (the “Closing”), (ii) the valid termination of the Merger Agreement in accordance with its terms and (iii) the mutual
written agreement of the Investors; provided that any liability for failure to comply with the terms of this Agreement prior to the termination of this Agreement shall survive any such termination.
2.2. Notwithstanding the foregoing, Section 1.4.1, Section 1.5,
Section 1.6, Section 2, Section 3 and Sections 4.1 through 4.17 shall survive any termination of this Agreement. In addition, (i) the last sentence of
Section 1.3.1 shall survive any termination pursuant to Section 2.1(i), (ii) Section 1.4.2 and Section 1.4.3 shall survive any termination
pursuant to Section 2.1(ii) or Section 2.1(iii) and (iii) Section 1.9 shall survive any termination pursuant to Section 2.1(ii).
3.1. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement. For purposes of this
Agreement, the following terms shall have the following meanings:
“Affiliate” means, with respect to any Person, any
other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities, by contract or otherwise.
“Business Day”
means each day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in New York, New York.
“Company Termination Fee” has the meaning set forth in the Merger Agreement.
“Debt Commitment Letters” has the meaning set forth in the Merger Agreement.
“Debt Financing” has the meaning set forth in the Merger Agreement.
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“Equity Commitment” means, for each Investor, such Investor’s Investor
Maximum Commitment Amount pursuant to the Equity Commitment Letter (including, in the case of CD&R, the Preferred Share Purchase Price).
“Governmental Authority” has the meaning set forth in the Merger Agreement.
“Permitted Transferee” shall mean, in respect of any Investor, (a) any Affiliate or affiliated fund of such Investor
(including any fund managed or advised by such Investor or its Affiliates) and (b) any successor entity.
“Person”
has the meaning set forth in the Merger Agreement.
“Pro Rata Share” means (i) for TowerBrook, 50.0% and
(ii) for CD&R, 50.0%.
“Representatives” means, with respect to any party hereto, such party’s Affiliates
and its and its Affiliates’ respective controlling persons, existing or prospective general or limited partners, officers, directors, employees, investment professionals, managers, equity holders, investors, stockholders, members, agents,
assignees, clients, financing sources or other representatives of any of the foregoing.
“Shared Expenses” means the
reasonably documented out-of-pocket fees and expenses of the external legal counsel and other third party advisors listed on Schedule I hereto incurred by the
Investors or their Affiliates in connection with (i) their due diligence review of the Company Group (as defined in the Merger Agreement), (ii) the negotiation, delivery and execution of this Agreement, the Merger Agreement, the Equity
Commitment Letter, the Debt Commitment Letters, the Limited Guarantee, the Raven Topco GP LLCA, the Partnership LPA, and any other Transaction Documents or the other agreements and documents contemplated hereby or thereby, or the transactions
contemplated hereby or thereby, or (iii) any actions taken in accordance with the terms of the Merger Agreement, including regulatory filings made or to be made pursuant to the Merger Agreement; provided, however that, except to
the extent agreed in writing by the Investors, the term “Shared Expenses” does not include any costs or expenses of any Investor or its Affiliates relating to fundraising, syndication or coinvestment activities undertaken by such
Investor with respect to direct or indirect equityholders in, or financing providers to, such Investor or any of its Affiliates (other than the Debt Financing).
“Transaction Documents” has the meaning set forth in the Merger Agreement.
Other terms defined in this Agreement but not listed above are as listed below.
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|
|
|
| Term |
|
Section |
| Agreement |
|
Preamble |
| Breaching Investor |
|
1.4.1 |
| CD&R |
|
Preamble |
| Certificate of Designation |
|
1.10.2 |
| Closing |
|
2.1 |
| Closing Conditions |
|
1.1 |
| Company |
|
Recitals |
| Company Payments |
|
1.4.2 |
| Documentation Principles |
|
1.10.2 |
| Equity Commitment Letter |
|
Recitals |
| First Lien Facilities |
|
1.10.2 |
| Governance Agreements |
|
1.3 |
| Indemnifiable Losses |
|
1.4.1 |
| Investor |
|
Preamble |
| Investor Breach |
|
1.4.1 |
| Investor Rights Agreement |
|
1.10.2 |
| Investors |
|
Preamble |
| Limited Guarantee |
|
Recitals |
| Merger |
|
Recitals |
| Merger Agreement |
|
Recitals |
| Merger Sub |
|
Preamble |
| Non-Breaching Investor |
|
1.4.1 |
| Non-Recourse Party |
|
4.6 |
| Parent |
|
Preamble |
| Partnership |
|
Preamble |
| Partnership LPA |
|
1.3 |
| Preferred Equity Documentation |
|
1.10.2 |
| Preferred Issuer |
|
1.10.1 |
| Preferred Purchasers |
|
1.10.1 |
| Preferred Share Purchase Price |
|
1.10.1 |
| Preferred Shares |
|
1.10.1 |
| Raven Topco GP |
|
Preamble |
| Raven TopCo GP LLCA |
|
1.3 |
| Securities Purchase Agreement |
|
1.10.2 |
| Termination Payment |
|
1.4.1 |
| TowerBrook |
|
Preamble |
3.2. Interpretation. As used in this Agreement, the words “include” and
“including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The section headings of this Agreement are included for reference
purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by all the parties
hereto, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement. Notwithstanding anything to the
contrary, nothing in this Agreement shall be construed to require any Investor to cause Parent or its Affiliates to use a level of efforts in respect of Parent’s or its Affiliates’ obligations under any Transaction Document in excess of
the level of efforts required by Parent or such Affiliate under such agreement (or to require any Investor to independently use any efforts in respect thereof, other than to cause Parent or its Affiliates to comply with their efforts).
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4.1. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by both of the Investors, or in the case of a waiver, by the party hereto that is seeking to waive one or more of its rights or one or more of the other party’s obligations. No failure or
delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
4.2. Severability. In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any
respect, (i) such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law and (ii) the remainder of this Agreement shall and the
application of such provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of
that provision, in any other jurisdiction. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other
provision hereof.
4.3. Specific Performance. The parties hereto agree that irreparable damage would occur if any of the
provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions,
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in an appropriate court of competent jurisdiction as set forth in Section 4.7, this being in addition to any other
remedy to which any party hereto is entitled at Law or in equity. The right to specific enforcement shall include the right of a party hereto to cause the other parties hereto to cause the transactions contemplated hereby to be consummated on the
terms and subject to the conditions set forth in this Agreement and to cause each Investor’s Equity Commitment to be funded on the terms and subject to the conditions set forth in such the Equity Commitment Letter. The parties hereto further
agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and (ii) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to applicable Law or
inequitable for any reason, or to assert that a remedy of monetary damages would provide an adequate remedy; provided that nothing contained in this clause (ii) shall prohibit a party hereto from opposing a grant of specific performance
or other equitable relief on the basis that the party is not in breach of this Agreement or that such remedy is not permitted pursuant to the terms of this Agreement. The parties hereto acknowledge and agree that the right of specific enforcement is
an integral part of the transactions contemplated by this Agreement and without that right, the parties hereto would not have entered into this Agreement.
4.4. Authority; Exclusivity. Nothing contained in this Agreement shall be construed to create as between or among the parties
hereto a partnership or joint venture, or impose on any party hereto a trust or partnership duty, obligation or liability on, or with regard to, any other party hereto. No party hereto or any of its Representatives shall have the right or authority
to assume, create or incur any liability or obligation, express or implied, against, in the name of, or on behalf of any other party hereto, without the prior written consent of such other party. Neither Investor
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shall have any fiduciary duty to the other Investor. Each Investor reserves and retains the right, on behalf of itself and its Affiliates, to engage in all businesses and activities of any kind
whatsoever and to acquire and own any assets however acquired and wherever situated, and to receive compensation or profit therefrom, for its own account and without in any manner being obligated to disclose or share such businesses, activities,
assets, compensation or profit to or with any other Investor.
4.5. No Third Party Beneficiaries. This Agreement shall be
binding on each party hereto solely for the benefit of each other party hereto and nothing set forth in this Agreement, express or implied, shall be construed to confer, directly or indirectly, upon or give to any Person other than the parties
hereto any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the parties hereto to enforce, any provisions of this Agreement; provided that the parties hereto expressly intend that each Investor’s
respective Affiliates and Non-Recourse Parties shall be regarded as, and shall be entitled to rely on its status as, an intended third party beneficiary of Section 1.4.1 and
Section 4.6.
4.6. No Recourse. Notwithstanding anything that may be expressed or implied in this
Agreement, and notwithstanding the fact that the Investors may be partnerships or limited liability companies, each party hereto, by acceptance of the benefits hereof, covenants, agrees and acknowledges that no recourse under this Agreement or any
documents or instruments delivered in connection herewith shall be had against any former, current or future directors, officers, employees, agents, affiliates, limited partners, members, managers or stockholders of any Sponsor or any former,
current or future directors, officers, employees, agents, limited partners, members, managers or stockholders of any of the foregoing, as such (each, for the avoidance of doubt excluding the Investors and their respective successors, a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and
acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party for any obligation of any Investor under this Agreement or for any claim
based on, in respect of or by reason of the transactions contemplated by this Agreement.
4.7. Governing Law; Consent to
Jurisdiction; WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law or choice of law that would result in the application of
laws of any jurisdiction other than the State of Delaware. All claims or causes of action (whether at law, in contract, in tort or otherwise) that may be based upon, arising out of or relating to this Agreement or any of the transactions
contemplated hereby, or the negotiation, execution or performance hereof, shall be heard and determined in the Court of Chancery of the State of Delaware, or, to the extent that such Court does not have subject matter jurisdiction, the Superior
Court of the State of Delaware. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER AGREES THAT THE MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION, SUIT OR PROCEEDING TO THE ADDRESS SET FORTH BELOW OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID,
EFFECTIVE AND SUFFICIENT SERVICE THEREOF.
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4.8. Exercise of Rights and Remedies. No delay of or omission in the exercise
of any right, power or remedy accruing to any party hereto as a result of any breach or default by any other party hereto under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in
any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
4.9. Other Agreements. This Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction
Documents constitute the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, between or among the parties hereto or any of their Affiliates with respect to the subject matter
contained herein. Other than as expressly provided herein, no party hereto may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of both Investors. Any assignment in derogation of the foregoing
shall be null and void.
4.10. Press Release. No press release or other public announcement in respect of this Agreement or
the transactions contemplated by the Merger Agreement shall be issued or made by Parent or either Investor (and neither Parent nor Merger Sub shall consent to the issuance of any such press release or public announcement by the Company) without the
prior written consent of (i) in the case of any such press release or other public announcement by Parent or the Company, the Investors and (ii) in the case of any such press release or other public announcement by an Investor, the other
Investor, except, in each case, for any such press release or other public announcement as an Investor may determine in good faith is required to be issued or made by it or any of its Affiliates by applicable Law, in which case, such Investor shall
use its commercially reasonable efforts to allow the other Investor reasonable time to comment on such press release or other public announcement in advance of such issuance or making and shall consider such comments in good faith.
4.11. Assignment. Other than as provided herein, the rights and obligations of the Investors hereunder shall not be directly or
indirectly assigned without the prior written consent of the other Investor; provided that no such assignment (including an assignment permitted hereby) shall relieve the transferring Investor of its obligations hereunder. Any purported
assignment in violation of the foregoing shall be null and void.
4.12. Confidentiality. This Agreement shall be treated as
confidential by all parties hereto as if Section 20 of the Limited Guarantee applied to this Agreement, mutatis mutandis.
4.13. Absence of Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party hereto drafting or causing any instrument to be drafted.
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4.14. Headings. The section and article headings contained in this Agreement
are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections, Articles or Exhibits contained herein mean Sections, Articles or Exhibits of this Agreement unless
otherwise stated.
4.15. No Partnership or Agency. The parties hereto acknowledge and agree that (i) nothing in the
Agreement shall constitute a partnership between or among the parties hereto or any two or more of them or constitute any such Person as agent of any other for any purpose whatever and none shall have authority or power to bind the others or to
contract in the name of or create liability against the others in any way or for any purpose save as expressly authorized in writing from time to time, (ii) this Agreement is not intended to, and does not create any agency, partnership,
fiduciary or joint venture relationship between or among any parties hereto, and neither this Agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof will be construed to suggest
otherwise, and (iii) the obligations of each Investor under this letter agreement are solely contractual in nature.
4.16.
Notices. All notices and other communications, including any consents, required to be given hereunder shall be in writing and shall be deemed to be duly delivered and received hereunder (i) four (4) Business Days after being sent by
registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (iii) immediately
upon delivery by hand or by email transmission (so long as no notice of failure of delivery is received by the sender), in each case at the following address (or any other address that any such party hereto may designate by written notice to the
other parties hereto):
If to TowerBrook, Parent, Raven TopCo GP, the Partnership or Merger Sub:
c/o TowerBrook Capital Partners L.P.
Park Avenue Tower
65 East 55th
Street, 19th Floor
New York, New York 10022
Attention: Glenn Miller, Co-Global General Counsel
Email: [***]
with a copy to (which shall not constitute notice):
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York,
New York 10019
Attention: Steve A. Cohen
Victor Goldfeld
Email: [***]
[***]
-16-
If to CD&R:
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue, 18th Floor
New
York, NY 10152
Attention: Ravi Sachdev
Adam Karol
Email: [***]
[***]
with a copy to (which shall not constitute notice):
Debevoise & Plimpton LLP
66 Hudson Boulevard
New York,
New York 10001
Attention: Kevin Rinker
Christopher Anthony
Katherine Durnan Taylor
Email: [***]
[***]
[***]
Any notice received by email at the addressee’s email address or otherwise at the addressee’s location on any Business Day after
5:00 p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any party hereto may provide notice to the
other parties hereto of a change in its address or email address through a notice given in accordance with this Section 4.16, except that notice of any change to the address, email address or any of the other details
specified in or pursuant to this Section 4.16 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (A) specified in such notice; or (B) that is one
(1) Business Day after such notice would otherwise be deemed to have been received pursuant to this Section 4.16.
4.17. Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and will become effective when one or more counterparts have been signed (including by electronic signature) by each of the parties hereto and delivered to the other parties hereto, it being understood that all
parties hereto need not sign the same counterpart.
4.18. Exclusivity. Each Investor agrees that, prior to the termination
of this Agreement, it shall not, and it shall cause its Affiliates not to, without the other Investor’s prior written consent, directly or indirectly, solicit, initiate, facilitate (including providing financing for), participate in any
discussions or negotiations with any Person regarding, or make any agreements, arrangements or understandings concerning an acquisition or investment in the Company or its business or assets, except (i) on a joint basis with the other Investor,
(ii) in connection with an assignment by a Guarantor of all or a portion of its Equity Commitment to the extent expressly permitted by the terms of the Equity Commitment Letter, (iii) as relates to TowerBrook and its Affiliates, in
connection with a continuation vehicle arranged and controlled by TowerBrook Capital Partners L.P. to acquire all or a portion of the interests in TowerBrook directly or indirectly held by Ascension Health and invested funds managed by TowerBrook
Capital Partners, L.P., or (iv) the rollover of Company equity interests held by them to an Affiliated vehicle arranged by TowerBrook Capital Partners L.P., as contemplated by the term sheet attached hereto as Exhibit A. The foregoing
restrictions shall not limit any assignment in accordance with Section 4.11.
[Signature
pages follow.]
-17-
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or
caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.
|
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| TCP-ASC ACHI SERIES LLLP |
|
|
| By: |
|
TCP-ASC GP, LLC |
| Its: |
|
General Partner |
|
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| By: |
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/s/ Glenn F. Miller |
|
|
Name: |
|
Glenn F. Miller |
|
|
Title: |
|
Vice President |
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or
caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.
|
|
|
| Clayton, Dubilier & Rice Fund XII, L.P. |
|
| By: CD&R Associates XII, L.P. |
| Its: General Partner |
|
| By: CD&R Investment Associates XII, Ltd. |
| Its: General Partner |
|
|
| By: |
|
/s/ Rima Simson |
| Name: Rima Simson |
| Title: Vice President, Treasurer and Secretary |
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or
caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.
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|
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|
|
| RAVEN TOPCO, L.P. |
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| By: |
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Raven Topco GP, LLC |
| Its: |
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General Partner |
|
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| By: |
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/s/ Glenn F. Miller |
|
|
Name: |
|
Glenn F. Miller |
|
|
Title: |
|
Vice President and Secretary |
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| RAVEN TOPCO GP, LLC |
|
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| By: |
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/s/ Glenn F. Miller |
|
|
Name: |
|
Glenn F. Miller |
|
|
Title: |
|
Vice President and Secretary |
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| RAVEN ACQUISITION HOLDINGS, LLC |
|
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| By: |
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/s/ Glenn F. Miller |
|
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Name: |
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Glenn F. Miller |
|
|
Title: |
|
Vice President and Secretary |
|
| PROJECT RAVEN MERGER SUB, INC. |
|
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| By: |
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/s/ Glenn F. Miller |
|
|
Name: |
|
Glenn F. Miller |
|
|
Title: |
|
Vice President and Secretary |
Exhibit (f)
SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
§ 262. Appraisal rights.
(a) Any stockholder of a
corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger,
consolidation, conversion, transfer, domestication or continuance, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation, conversion, transfer, domestication or
continuance nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections
(b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those
words; the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the
depository; the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation,
partnership, unincorporated association or other entity.
(b) Appraisal rights shall be available for the shares of any class or series of stock of a
constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected pursuant to §
251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated
corporation, a merger, consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions of § 265 or § 388 of this title):
(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the stockholders entitled to consent
pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a merger pursuant to § 251(h) of this title,
as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be
available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.
(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or
series of stock of a constituent, converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a resolution providing for
conversion, transfer, domestication or continuance, pursuant to § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title to accept for such stock anything
except:
a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the converted entity or the
entity resulting from a transfer, domestication or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section;
or
d. Any combination of the shares of stock, depository receipts and cash in lieu of
fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.
(3) In the
event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the
subsidiary Delaware corporation.
(4) [Repealed.]
(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or
series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or substantially all of the assets of the corporation or a
conversion effected pursuant to § 266 of this title or a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains such a provision, the provisions of this section,
including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be
perfected as follows:
(1) If a proposed merger, consolidation, conversion, transfer, domestication or continuance for which appraisal
rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of
such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are
available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent
corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if
applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation, conversion,
transfer, domestication or continuance, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any)
expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such
stockholder’s shares. A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand
as herein provided. Within 10 days after the effective date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall notify each stockholder of each constituent or
converting, transferring, domesticating or continuing corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance, and any beneficial
owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or
2
(2) If the merger, consolidation, conversion, transfer, domestication or continuance was
approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation, conversion,
transfer, domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring,
domesticating or continuing corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or continuance and that appraisal rights are available for any or all shares of such class
or series of stock of such constituent, converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting, transferring,
domesticating or continuing corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if
applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders of the
effective date of the merger, consolidation, conversion, transfer, domestication or continuance. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to
§ 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving, resulting or converted entity the
appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will
be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of
the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each such constituent corporation or the converting, transferring, domesticating or continuing corporation shall send a second notice before the effective
date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation that are
entitled to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the surviving, resulting or converted entity shall send such a second notice to all such holders on or
within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the
later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has
demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary or of the transfer
agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to
receive either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that
if the notice is given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the
effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.
(3)
Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph
(d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance and otherwise
satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the
demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at
which such beneficial owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified list required by subsection (f) of this section.
3
(e) Within 120 days after the effective date of the merger, consolidation, conversion, transfer,
domestication or continuance, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by
filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion,
transfer, domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to
accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person who
has complied with the requirements of subsections (a) and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the
notice of appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion, transfer, domestication or
continuance (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not
tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of stockholders or
beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of such shares shall not be considered a separate stockholder holding such shares
for purposes of such aggregate number). Such statement shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration
of the period for delivery of demands for appraisal under subsection (d) of this section, whichever is later.
(f) Upon the filing of any such
petition by any person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the
petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition
shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of
such petition by registered or certified mail to the surviving, resulting or converted entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court,
and the costs thereof shall be borne by the surviving, resulting or converted entity.
(g) At the hearing on such petition, the Court shall determine the
persons who have complied with this section and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their
certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately
before the merger, consolidation, conversion, transfer, domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating or continuing corporation as to which appraisal rights are
available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds
1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds
$1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.
(h) After the Court determines the persons
entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair
value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication or continuance, together with interest, if any, to be paid upon the amount
determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection,
interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate
(including any surcharge) as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings,
the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount
so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in
the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or
converted entity pursuant to subsection (f) of this section may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.
4
(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by
the surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court
of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.
(j) The costs of the
proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to
subsection (f) of this section who participated in the proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees
and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under
subsection (k) of this section.
(k) Subject to the remainder of this subsection, from and after the effective date of the merger, consolidation,
conversion, transfer, domestication or continuance, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for any
purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation, conversion,
transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an
appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such effective date or thereafter with the written approval of the corporation, then the right of
such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed as to any person without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision
shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation,
conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an
appraisal is not filed within the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.
(l) The shares or other equity interests of the surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section
would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the surviving, resulting or converted entity, unless
and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.
5
0001910851R1 RCM Inc. /DESC 13E3EX-FILING FEESR1 RCM Inc.SC 13E-3SC 13E-32024-08-302024-08-30truetruetrue 0001910851 2024-08-30 2024-08-30 0001910851 1 2024-08-30 2024-08-30 0001910851 1 2024-08-30 2024-08-30 0001910851 2 2024-08-30 2024-08-30 iso4217:USD xbrli:pure
CALCULATION OF FILING FEE TABLES
(Form Type)
Raven Acquisition Holdings, LLC
Project Raven Merger Sub, Inc.
TI IV ACHI Holdings GP, LLC
TowerBrook Investors Ltd.
Raven Intermediate Holdings, LLC
Raven Parent Holdings, LLC
Ascension Health Alliance
(Exact Name of Registrant and Name of Persons Filing Statement)
Table 1: Transaction Valuation
|
|
|
|
|
|
|
| |
|
|
|
| |
|
Proposed Maximum Aggregate Value of Transaction |
|
Fee Rate |
|
Amount of Filing Fee |
| |
|
|
|
| Fees to be Paid |
|
$4,516,254,882.68 (1) |
|
0.00014760 |
|
$666,599.22 (2) |
| |
|
|
|
| Fees Previously Paid |
|
$0 |
|
|
|
$0 |
| |
|
|
|
Total Transaction Valuation |
|
$4,516,254,882.68 |
|
|
|
|
| |
|
|
|
Total Fees Due for Filing |
|
|
|
|
|
$666,599.22 |
| |
|
|
|
Total Fees Previously Paid |
|
|
|
|
|
$0 |
| |
|
|
|
|
|
|
|
|
|
$666,599.22 |
| |
|
|
|
|
|
|
|
|
|
$0 |
Table 2: Fee Offset Claims and Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
Registrant or
Filer Name |
|
Form or
Filing Type |
|
File Number |
|
Initial
Filing Date |
|
Filing Date |
|
Fee Offset
Claimed |
|
Fee Paid with Fee
Offset Source |
| |
|
|
|
|
|
|
|
| Fee Offset Claims |
|
|
|
Schedule 14A |
|
001-41428 |
|
|
|
|
|
$666,599.22 |
|
|
| |
|
|
|
|
|
|
|
| Fee Offset Sources |
|
|
|
Schedule 14A |
|
001-41428 |
|
|
|
|
|
|
|
$666,599.22 (3) |
| (1) |
Aggregate number of securities to which transaction applies: As of August 15, 2024, the maximum number of shares of R1 RCM Inc.’s common stock, par value $0.01 per share (the “Common Stock”), to which this transaction applies is estimated to be 325,896,685, which consists of (1) 297,824,874 shares of Common Stock entitled to receive the per share merger consideration of $14.30; (2) 2,128,134 shares of Common Stock underlying outstanding and unexercised stock options to purchase shares of Common Stock, which have an exercise price per share that is less than $14.30 (such options, the Options”); (3) 13,692,000 shares of Common Stock underlying outstanding and unexercised warrants to purchase shares of Common Stock, which have an exercise price per share that is less than $14.30 (such options, the Warrants”); (4) 12,109,227 shares of Common Stock underlying restricted stock units and performance-based restricted stock units, which may be entitled to receive the per share merger consideration of $14.30 and (5) 142,450 shares of Common Stock underlying outstanding purchase rights pursuant to equity compensation plans. |
| (2) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of August 15, 2024, the underlying value of the transaction was calculated based on the sum of (1) the product of 297,824,874 shares of Common Stock and the per share merger consideration of $14.30; (2) the product of 2,128,134 shares of Common Stock underlying the Options and $11.07 (which is the difference between the per share merger consideration of $14.30 and the weighted average exercise price of the Options of $3.23); (3) the product of 13,692,000 shares of Common Stock underlying the Warrants and $4.28 (which is the difference between the per share merger consideration of $14.30 and the weighted average exercise price of the Warrants of $10.02); (4) the product of 12,109,227 shares of Common Stock underlying outstanding restricted stock units and performance-based restricted stock units and the per share merger consideration of $14.30; and (5) the product of 142,450 shares of Common Stock underlying outstanding purchase rights pursuant to equity compensation plans and the per share merger consideration of $14.30. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00014760. |
| (3) |
R1 RCM Inc. previously paid $666,599.22 upon the filing of its Schedule 14A on August 30, 2024 in connection with the transaction reported hereby. |
v3.24.2.u1
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v3.24.2.u1
Offerings - Offering: 1
|
Aug. 30, 2024
USD ($)
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 0-11 |
true
|
| Transaction Valuation |
$ 4,516,254,882.68
|
| Fee Rate |
0.01476%
|
| Amount of Registration Fee |
$ 666,599.22
|
| Offering Note |
| (1) |
Aggregate number of securities to which transaction applies: As of August 15, 2024, the maximum number of shares of R1 RCM Inc.’s common stock, par value $0.01 per share (the “Common Stock”), to which this transaction applies is estimated to be 325,896,685, which consists of (1) 297,824,874 shares of Common Stock entitled to receive the per share merger consideration of $14.30; (2) 2,128,134 shares of Common Stock underlying outstanding and unexercised stock options to purchase shares of Common Stock, which have an exercise price per share that is less than $14.30 (such options, the Options”); (3) 13,692,000 shares of Common Stock underlying outstanding and unexercised warrants to purchase shares of Common Stock, which have an exercise price per share that is less than $14.30 (such options, the Warrants”); (4) 12,109,227 shares of Common Stock underlying restricted stock units and performance-based restricted stock units, which may be entitled to receive the per share merger consideration of $14.30 and (5) 142,450 shares of Common Stock underlying outstanding purchase rights pursuant to equity compensation plans. |
| (2) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of August 15, 2024, the underlying value of the transaction was calculated based on the sum of (1) the product of 297,824,874 shares of Common Stock and the per share merger consideration of $14.30; (2) the product of 2,128,134 shares of Common Stock underlying the Options and $11.07 (which is the difference between the per share merger consideration of $14.30 and the weighted average exercise price of the Options of $3.23); (3) the product of 13,692,000 shares of Common Stock underlying the Warrants and $4.28 (which is the difference between the per share merger consideration of $14.30 and the weighted average exercise price of the Warrants of $10.02); (4) the product of 12,109,227 shares of Common Stock underlying outstanding restricted stock units and performance-based restricted stock units and the per share merger consideration of $14.30; and (5) the product of 142,450 shares of Common Stock underlying outstanding purchase rights pursuant to equity compensation plans and the per share merger consideration of $14.30. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00014760. |
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