EX-99.(C)(XII) 11 d837347dex99cxii.htm EX-99.(C)(XII) EX-99.(c)(xii)

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 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). 22