EX-99.(C)(IX) 8 d837347dex99cix.htm EX-99.(C)(IX) EX-99.(c)(ix)

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 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. n