Exhibit (c)(3)
CONFIDENTIAL Project Green Discussion Materials August 5, 2024
CONFIDENTIAL Disclaimer and Confidentiality Statement 2 Lincoln International
LLC (“Lincoln”, “us”, or “we”) has been retained by the special committee (the “Committee”) of the board of directors (the “Board”) of NeueHealth, Inc. (collectively with its subsidiaries and affiliates, the “Company”) to act as its financial
advisor in connection with a possible Transaction (as defined herein) involving the purchase by investment funds affiliated with New Enterprise Associates, Inc. (collectively, “NEA”) of the common stock of the Company (the “Common Stock”) not
currently held by NEA for cash consideration of $7.18 per share (the “Transaction”). These discussion materials (the “Materials”) were provided to, and solely for the information of, the Committee by Lincoln in connection with its
consideration of a Transaction. The Materials are incomplete without reference to and should be considered in conjunction with any supplemental information provided by and discussions held with Lincoln in connection therewith. Any defined
terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere. The Materials are for discussion purposes only. Lincoln expressly disclaims any and all liability which may be
based on these Materials and any errors therein or omissions therefrom. The Materials were prepared for specific persons familiar with the business and affairs of the Company and the Committee for use in a specific context and were not
prepared with a view toward public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, Company, or Lincoln takes any
responsibility for the use of the Materials by persons other than the Committee. The Materials are being provided on a confidential basis solely for the information of the Committee, other than as described in the engagement letter between
Lincoln and the Company, dated July 31, 2024, and may not be disclosed, summarized, reproduced, disseminated, quoted, or otherwise referred to, in whole or in part, without Lincoln’s express prior written consent. The Materials are necessarily
based on financial, economic, market, and other conditions as in effect on, and the information available to Lincoln as of, the date of the Materials. Although subsequent developments may affect the contents of the Materials, Lincoln has not
undertaken, and is under no obligation, to update, revise, or reaffirm the Materials. The Materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required
to do so. The Materials do not address the underlying business decision of the Committee, the Company or any other party to approve, make any elections with respect to, proceed with or effect the Transaction. The Materials do not constitute an
opinion, nor do the Materials or any opinion rendered by Lincoln constitute a recommendation to the Committee, the Company, any security holder of the Company, or any other party as to how to vote or act with respect to any matter relating to
the Transaction or otherwise.. The Materials may not reflect information known to other professionals in other business areas of Lincoln and its affiliates. The preparation of the Materials was a complex process involving quantitative and
qualitative judgments and determinations with respect to the financial, comparative, and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not
readily susceptible to partial analysis or summary description. Furthermore, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance
of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the
Materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The Materials reflect judgments and assumptions
with regard to industry performance, general business, economic, regulatory, market, financial conditions, and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the
Materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses, or securities do not purport to be
appraisals or to reflect the prices at which any assets, businesses, or securities may actually be sold.
CONFIDENTIAL Disclaimer and Confidentiality Statement (cont’d) 3 The Materials
do not constitute a fairness opinion, solvency opinion, valuation opinion, credit rating, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. The Materials do not address any other terms, aspects, or
implications of the Transaction, or any agreements, arrangements, or understandings entered into in connection with the Transaction or otherwise. Furthermore, the Materials do not address the fairness of any portion or aspect of the Transaction
to any party. In preparing the Materials, Lincoln has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or otherwise) of the Company or any other party. No
company utilized in our selected public companies analysis is directly comparable to the Company. Except as otherwise noted in the Materials, all budgets, projections, estimates, financial analyses, reports, and other information with respect
to operations (including estimates of potential cost savings and expenses) reflected in the Materials have been prepared by the Company or are derived from such budgets, projections, estimates, financial analyses, reports and other information
or from other sources, which involve numerous and significant subjective determinations made by management of the Company (“Management”) and/or which Management has reviewed and found reasonable. Any budgets, projections and estimates contained
in the Materials may or may not be achieved and differences between projected results and those actually achieved may be material. Lincoln has relied upon representations made by the Company that any budgets, projections or estimates contained
herein have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of Management (or, with respect to information obtained from public sources, represent reasonable estimates), and
Lincoln expresses no opinion with respect to such budgets, projections, or estimates or the assumptions on which they are based. Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided
to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such
information and has further relied upon the assurances of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Lincoln has relied upon and assumed, without
independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows, or prospects of the Company or any other participant in the Transaction since the respective
dates of the most recent information, financial or otherwise, provided to, discussed with or reviewed by Lincoln that would be material to its analyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any
material respect from such draft documents. The Materials do not constitute a commitment by Lincoln or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other
services. Lincoln provides mergers and acquisitions, restructuring, and other advisory services to clients, which may in the future include, one or more interested parties to the Transaction (each an “Interested Party”), for which services
Lincoln may receive compensation. As of the date hereof, Lincoln has not provided and is not currently providing any other services to the Company or NEA. Although Lincoln may in the future acquire, information about one or more Interested
Party or the Transaction, or that otherwise may be of interest to the Company or the Committee, Lincoln shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Lincoln is in possession
of such information, to the Company or the Committee or to use such information on the Company’s or the Committee’s behalf. Lincoln and our affiliates provide a range of investment banking and financial services and, in that regard, we and our
affiliates may in the future provide, investment banking and other financial services to the Company, for which we and our affiliates would expect to receive compensation. In the prior two years, Lincoln has not received any fees from the
Company or NEA. THESE MATERIALS ARE NOT INTENDED TO REPRESENT NOR DO THEY REPRESENT AN OPINION BY LINCOLN.
CONFIDENTIAL Premiums Paid Analysis Aggregate and Industry To identify the
relevant transactions in the Premiums Paid Analysis, Lincoln screened S&P Capital IQ using the following criteria: Total Transaction Value ($USDmm, Historical rate): Is between 500 and 2,500 Target Market Cap 1-Day Prior ($USDmm,
Historical rate): is greater than 1 M&A Closed Date: [7/31/2019-7/31/2024] Geographic Locations (Target/Issuer): United States of America Percent Sought (%): is greater than 49 Offer per share ($USD, Historical rate): is greater than
0.01 – resulted in All Deals (n = 260) Industry Classifications (Target/Issuer): Health Care (Primary) Industry Classifications (Target/Issuer): NOT (Pharmaceuticals, Biotechnology and Life Sciences) – for Health Care Deals (n = 19) Percent
Premiums Paid Per Share Premium to 1-Day 7-Day 30-Day Price Price VWAP All Deals (n = 260) 25th Percentile 14% 16% 15% Premium to 30-Day VWAP ($5.58) Source: S&P Capital IQ Note: Excludes transactions involving special purpose
acquisition corporations; Reflects calendar day trading metrics 4 Implied Offer Price Premium to 8/2 Closing Price ($6.22) 29% 35% $7.18 7.54 15% 21% Median 30% 30% 32% 40% 7.82 26% 75th
Percentile 51% 54% 56% 45% 8.10 30% 50% 8.38 35% Health Care Deals (Excl. Pharmaceuticals, Biotechnology and Life Sciences) (n = 19) 55% 8.65 39% 25th
Percentile 20% 23% 25% 60% 8.93 44% Median 29% 32% 34% 65% 9.21 48% 75th Percentile 46% 45% 42% Closing Price as of: 8/2/2024 7/26/2024 NEUE $6.22 $6.03 $5.58 NEA Offer Price @ $7.18 15% 19% 29%
CONFIDENTIAL Premiums Paid Analysis Affiliate Party Take Private
Transactions Case Study Lincoln viewed the take-private transaction of the Tribune Publishing Company (“Tribune”) to be a relevant transaction in benchmarking the observed premiums paid. In November 2019, Alden Global Capital (“Alden”), a
financial buyer, acquired a ~25.2% stake in Tribune for ~$120 million. Alden amended the original agreement and increased its stake to ~31.6% in July 2020. Alden acquired the remaining 68.4% stake in Tribune for ~$360 million in May 2021. To
identify the relevant transactions in the Premiums Paid Analysis, Lincoln screened S&P Capital IQ using the following criteria: Total Transaction Value ($USDmm, Historical rate): Is between 500 and 2,500 Target Market Cap 1-Day Prior
($USDmm, Historical rate): is greater than 1 M&A Closed Date: [7/31/2019-7/31/2024] Geographic Locations (Target/Issuer): United States of America Merger / Acquisition Features: Majority Shareholder Purchasing Remaining Shares OR
Minority Shareholder Purchasing Remaining Shares Source: S&P Capital IQ Note: Excludes transactions involving special purpose acquisition corporations; Reflects calendar day trading metrics 5 Percent Premiums Paid Per Share Premium
to 1-Day 7-Day 30-Day Price Price VWAP Affiliate Deals (n = 16) 25th Percentile 12% 10% 11% Median 32% 29% 29% 75th Percentile 45% 47% 48% Tribune Publishing Company 45% 42% 41% Closing Price as
of: 8/2/2024 7/26/2024 NEUE $6.22 $6.03 $5.58 NEA Offer Price @ $7.18 15% 19% 29%
CONFIDENTIAL NeueHealth, Inc. (NYSE:NEUE) - Historical Trading Summary In
USD Historical NEUE Stock Trading Chart 0.00 0.40 0.80 1.20 1.60 2.00 $0 $200 $400 $600 $800 $1,000 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Volume (millions) Share
Price Volume Price (1) Source: S&P Capital IQ (1) ~ 5.77 million shares of daily trading volume on May 26, 2023 Note: The graph and table above reflects the pricing and volume of NeueHealth’s equity listing under the ticker symbol
“NEUE” on the NYSE and is pro forma for the 1-for-80 reverse stock split effective May 22, 2023 Stock Price as of August 2, 2024 $6.22 One-Week Average 6,078 Two -Week Average 6,443 Stock Price as of August 2, 2023 13.42 % of Shares
Outstanding 0.1% % of Shares Outstanding 0.1% Stock Price as of August 2, 2022 154.40 % of Float 0.2% % of Float 0.2% 10-Day Volume Weighted Average Price ("VWAP") $6.12 One-Month Average 22,858 Six-Month Average 14,134 30-Day
VWAP 5.58 % of Shares Outstanding 0.3% % of Shares Outstanding 0.2% 60-Day VWAP 5.53 % of Float 0.7% % of Float 0.4% 90-Day VWAP 5.69 52-Week Average Closing Price $7.35 Equity Analyst Coverage 52-Week High Closing
Price 17.58 Firm Date Price Target Rating 52-Week Low Closing Price 5.01 RBC Capital Markets 5/29/2024 $8.00 Hold 104-Week Average Closing Price $32.07 104-Week High Closing Price 164.00 104-Week Low Closing Price 5.01 NeueHealth,
Inc. - Common Stock Overview NeueHealth, Inc. - Historical Daily Trading Volume 6