EX-99.(C)(VII) 6 d837347dex99cvii.htm EX-99.(C)(VII) EX-99.(c)(vii)

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. 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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