EX-99.(C)(VIII) 7 d837347dex99cviii.htm EX-99.(C)(VIII) EX-99.(c)(viii)

Exhibit (c)(viii) P PRE REL LI IMI MINA NAR RY Y DRA DRAF FT T C C on on fifid de en nttiia all Project Rover Special Committee Discussion Materials – DISCUSSION OF NEXT STEPS July 4, 2024


Situation Update th • Since the June 12 Waiver Extension Request, New Mountain Capital (“NMC”) and TCP-ASC have been actively engaged in diligence with Rover st • On July 1 , NMC filed a 13D amendment stating that discussions with TCP-ASC have not resulted in any agreement to date, and that NMC was no longer interested in pursuing a joint proposal with TCP-ASC ― NMC also requested a waiver of the standstill restrictions contained in the Investor Rights Agreement in order to permit it to make a proposal (“Waiver Request”) ― The Waiver Request included an unsigned and non-binding draft proposal to acquire Rover at a purchase price of $13.25 per share in cash (the “NMC Revised Proposal”) ― The NMC Revised Proposal noted that NMC has completed business due diligence and is prepared to move forward with completing definitive th documentation and signing a transaction by July 12 . It also noted that the $13.25 per share price reflects the completion of diligence and takes into th account events that have occurred subsequent to the initial waiver request on January 26 ― The NMC Revised Proposal also noted that prior to signing any definitive documentation, NMC would expect to discuss with Rover’s current customer stockholders (Ascension Health, Intermountain, LifePoint Health, Providence and Sutter) their interest in maintaining or increasing their equity investment in Rover through new investment or through a rollover of all or a portion of their current common stock positions. NMC would also welcome having TowerBrook Capital Partners participate as a co-investor ― The NMC Revised Proposal is not contingent on any current direct or indirect stockholders participating or rolling their existing ownership interest in Rover nd • On July 2 , following Rover’s approval of the Waiver Request, NMC delivered a signed non-binding copy of the NMC Revised Proposal to the Special Committee th ― NMC has provided to Qatalyst and Barclays a summary of the transaction Sources & Uses, and a timeline to sign and announce a transaction by July 12 ― NMC has also provided to Skadden a draft merger agreement, draft debt commitment letters from Goldman Sachs and J.P. Morgan, draft equity commitment letter, and draft limited guarantee • NMC advisors have also recently been in touch with Ascension Health directly 2 CONFIDENTIAL | PRELIMINARY DRAFT


Summary of Key Considerations and Next Steps • Does the NMC Revised Proposal form the basis to continue engaging in discussions regarding a sale of Rover? How does it compare to Rover’s standalone value and prospects for shareholder value creation over time on a risk-adjusted basis? • If the Special Committee chooses to continue the engagement with NMC, what is the best tactical response, taking into account process considerations related to the nature of any ultimate transaction with meaningful stakeholders? ― Possible Responses: o Respond “no”, indicating that the NMC Revised Proposal is insufficient o Respond without a specific counterproposal, indicating that we are willing to negotiate but NMC has to re-bid o Respond with a specific counterproposal • Other process considerations ― Ongoing discussions with Ascension Health ― Status and terms of other key definitive documents ― NMC has indicated that it wants to work expeditiously to sign and announce a transaction on July 12th – the Special Committee has the potential to use this timeline to its advantage ― NMC has asked for calls with customer stockholders (Ascension Health, Intermountain, LifePoint Health, Providence, and Sutter), both as part of customer diligence and to invite them to participate in the transaction ― Other legal process consideration including MFW relevancy 3 CONFIDENTIAL | PRELIMINARY DRAFT


Detailed Overview of NMC Revised Proposal ($MM) (2) • $13.25 per share (approx. 4% reduction from prior NMC Initial Draft Proposal ) Sources & Uses (Provided by NMC) (3) • 30.3% premium to the closing price per share of $10.17 on Jan 25, 2024, the day prior to New Mountain Capital’s (“NMC”) initial request for a waiver of certain provisions of the Investor Rights Agreement Price (1) • 31.6% premium to the 30-day volume-weighted average price per share of $10.07 (as of Jan 25, 2024) Uses • 29.1% premium to the 30-day volume-weighted average price of $10.26 (as of Feb 23, 2024, the last trading day prior to (1) NMC’s amended request for a waiver and the first public disclosure of the potential transaction) Purchase of Fully-Diluted Equity Value $6,219 Repayment of Debt 2,312 (4) Less: Rover Cash (178) • The NMC Revised Proposal assumes a recapitalization of Rover’s indebtedness with new third-party debt financing from Goldman Sachs and JPMorgan. NMC has received commitment letters and can share them with Rover at Rover’s Fully-Diluted TEV $8,353 request. The equity financing to support the NMC Revised Proposal would be funded by the rollover of NMC’s existing 32% common stock ownership interest in Rover and new cash equity to be provided or arranged by NMC Cash to B/S and Transaction Fees 250 • Prior to signing any definitive documentation, as part of customary pre-signing discussions with customers, NMC Total Uses $8,603 would expect to discuss with Rover’s current customer stockholders (Ascension Health, Intermountain, LifePoint Equity & Health, Providence, and Sutter) their interest in maintaining or increasing their equity investment in Rover through new Debt investment or through a rollover of all or a portion of their current common stock positions. In addition to current Financing Sources customer stockholders, NMC would also welcome having TowerBrook Capital Partners participate as a co-investor • If and when approved by the Special Committee, NMC would also like to discuss with members of management New Third-Party Debt $3,750 whether they would have any interest in rolling over a portion of their equity in the transaction NMC Rollover Equity 1,802 • The NMC Revised Proposal is not contingent on any current direct or indirect stockholders participating or rolling their existing ownership interest in Rover into the transaction New NMC Equity 3,051 Total Sources $8,603 • The NMC Revised Proposal has been approved by NMC’s investment committee, and NMC is prepared to move forward with completing definitive documentation and signing a transaction by July 12, 2024 Diligence • The $13.25 per share price reflects the completion of diligence and takes into account events that have occurred and Timing subsequent to the initial waiver request on January 26, 2024 • The NMC Revised Proposal remains subject to the negotiation and execution of mutually acceptable definitive agreements Source: New Mountain Capital Waiver Request and form of proposal (July 1st, 2024). (3) Sources & Uses provided to Qatalyst and Barclays on July 2, 2024. 4 (1) Volume-weighted average prices based on New Mountain Capital calculations as detailed in their Waiver Request. (4) Reflects Rover balance sheet cash as of March 31, 2024. (2) Reflects New Mountain Capital Initial Draft Proposal publicly filed on February 26, 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Rover Share Price Over Time and Illustrative Statistics at Various Prices Share Price Over Time Rover Illustrative Statistics at Various Prices Jan. 10, 2022 Nov. 8, 2022 ($MM, except per share amounts) $35.00 Rover Rover NMC Initial NMC Revised Rover announced all-stock Announced Q3'22 Unaffected Current Draft Proposal Proposal acquisition of Cloudmed for earnings miss and Illustrative 2/23/24 (5) 7/3/24 2/26/24 (6) 7/2/24 (7) $4.1Bn retirement of Joe Share Price: $11.10 $11.13 $13.75 $13.25 1-Day Price Rxn.: (1%) Flanagan / $30.00 Implied Transaction Premium Statistic appointment of Lee Rivas Premium to Price Prior to Public Disclosure $11.10 - 0% 24% 19% of NMC Initial Draft Proposal (2/23/24) (5) 1-Day Price Rxn.: Jul. 1, 2024 (50%) NMC requested standstill Premium to Current Price (7/3/24) 11.13 (0%) - 24% 19% $25.00 waiver to submit proposal Premium to Price as of 7/2/24 (Day After and publicly disclosed the NMC Requested Waiver to Submit Proposal 10.90 2% 2% 26% 22% NMC Revised Draft Without TB) Proposal of $13.25 / share Premium to 30-Day VWAP (Prior to Public Disclosure of NMC Initial 10.31 8% 8% 33% 28% $20.00 1-Day Price Rxn.: (13%) Draft Proposal) (1)(5) Premium to LTM High Share Price 18.49 (40%) (40%) (26%) (28%) $15.00 Implied Valuation & Multiples NMC Proposal: (7) $13.25 Fully-Diluted Equity Value (2) $5,113 $5,178 $6,464 $6,219 Unaffected Price Fully-Diluted Enterprise Value (2) $7,286 $7,311 $8,598 $8,352 (5) (2/23) : $11.10 Current: $11.13 Street Consensus Estimates $10.00 Adj. EBITDA Multiples (3) NTM (Period Ending March 31, 2025) $666 10.7x 11.0x 12.9x 12.5x Feb. 26, 2024 CY25E 770 9.1 9.5 11.2 10.9 $5.00 Public filing of the NMC Initial Draft Proposal for $13.75 / share Rover Management Plan (all-cash) and issuance of open letter regarding NMC Initial Draft Adj. EBITDA Multiples (4) Proposal by Coliseum Capital NTM (Period Ending March 31, 2025) $714 10.2x 10.2x 12.0x 11.7x 1-Day Price Rxn.: +25% $0.00 CY25E 766 9.5 9.5 11.2 10.9 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Note: Current market prices as of July 3, 2024. (4) Rover Management Plan provided by Rover Management in April 2024. (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft (5) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Initial Draft Proposal. Proposal. 5 (2) Rover capitalization as of June 18, 2024 provided by Rover Management. Balance sheet statistics per Rover 10-Q for the period ended March 31, 2024. (6) Reflects New Mountain Capital Initial Draft Proposal publicly filed on February 26, 2024. (3) Rover Street projections based on FactSet mean consensus estimates as of July 3, 2024. (7) Reflects New Mountain Capital Revised Proposal received on July 2, 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Overview of Rover Daily Trading From Week of Request for Waiver of Investor Rights (January 22, 2024) to Current (July 3, 2024) May 7, 2024 Mar. 11, 2024 Share Price Trading Volume (000s) Limited standstill waiver Rover announces the formation of the special sent to New Mountain and committee; TCP-ASC files 13D amendment $15.00 35,000 Feb. 26, 2024 TCP-ASC disclosing request for a waiver of take-over Public filing of the NMC Initial Jul. 1, 2024 1-Day Price Rxn.: +3% statutes and a statement that they are not a seller Draft Proposal for $13.75 / share NMC requests standstill waiver 1-Day Price Rxn.: +1% (all-cash) and issuance of open May 8, 2024 to submit revised proposal and letter regarding NMC Initial Draft Rover announces Q1’24 attaches draft proposal for $14.00 30,000 Proposal by Coliseum Capital earnings results (Pre-Market) $13.25 / share 1-Day Price Rxn.: +25% 1-Day Price Rxn.: +3% NMC 1-Day Price Rxn.: (13%) (3) Proposal : $13.25 $13.00 25,000 Jan. 26, 2024 New Mountain Capital delivers a private request for the waiver $12.00 20,000 of certain provisions of their Feb. 22, 2024 Investor Rights Agreement UnitedHealth announces May 8, 2024 Mar. 19, 2024 suspected cybersecurity breach of Cyberattack disrupts June 13, 2024 Change Healthcare IT systems Rover discloses it has hired advisors to Ascension Healthcare IT $11.00 15,000 Rover Special Committee grants waiver 1-Day Price Rxn.: (0%) the Special Committee and that it has systems extension to New Mountain and $11.13 rejected TCP-ASC and NMC’s request (1) TCP-ASC through July 12 (0%) vs. 2/23 for a waiver of the standstill agreement 1-Day Price Rxn.: +4% 1-Day Price Rxn.: (1%) (20%) vs. 2/26 $10.00 10,000 Selected (2) HCIT $9.00 5,000 (1) (10%) vs. 2/23 (11%) vs. 2/26 $8.00 0 1/22 1/24 1/26 1/30 2/1 2/5 2/7 2/9 2/13 2/15 2/20 2/22 2/26 2/28 3/1 3/5 3/7 3/11 3/13 3/15 3/19 3/21 3/25 3/27 4/1 4/3 4/5 4/9 4/11 4/15 4/17 4/19 4/23 4/25 4/29 5/1 5/3 5/7 5/9 5/13 5/15 5/17 5/21 5/23 5/28 5/30 6/3 6/5 6/7 6/11 6/13 6/17 6/20 6/24 6/26 6/28 7/2 Source: Closing prices and volumes per FactSet as of July 3, 2024. (1) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the New Mountain Capital Draft Proposal. 6 (2) Selected healthcare information technology group includes HealthEquity, Evolent Health, Progyny, Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge as per Qatalyst Partners analysis. Excludes Waystar due to limited trading history. (3) Reflects New Mountain Capital Proposal received on July 2, 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Summary Conclusions and Recommended Next Steps • Based on the Financial Advisors’ preliminary analyses of the Rover Management Plan, the price per share offered in the NMC Revised Proposal is in a range that appears to fairly reflect the standalone, intrinsic value of Rover on a risk adjusted basis. Thus, the NMC Revised Proposal warrants continued engagement with NMC • The Financial Advisors recommend communicating a specific counterproposal to NMC and trying to hold them to their overall timeline • The Financial Advisors would also convey to NMC that Rover is willing to facilitate customer calls • Simultaneously with the response on price and customer calls, Rover should begin the process of negotiating the definitive documents as well 7 CONFIDENTIAL | PRELIMINARY DRAFT


Rover Illustrative Statistics at Various Prices ($MM, except per share amounts) NMC Initial Rover Rover NMC (7) Draft Proposal Unaffected Current Revised Proposal as of 2/23/24 (5) as of 7/3/24 (7/2/24) (6) Illustrative Rover Valuation Statistics Illustrative Share Price: $11.10 $11.13 $13.25 $13.75 $14.25 $14.75 $15.25 $15.75 Implied Transaction Premium Statistic Premium to Price Prior to Public Disclosure of NMC Initial Draft Proposal (2/23/24) (5) $11.10 - 0% 19% 24% 28% 33% 37% 42% Premium to Price Prior to Public Disclosure of NMC Revised Draft Proposal (7/1/24) (6) 12.56 (12%) (11%) 5% 9% 13% 17% 21% 25% Premium to 30-Day VWAP (Prior to Public Disclosure of NMC Initial Draft Proposal) (1) 10.31 8% 8% 28% 33% 38% 43% 48% 53% Premium to Price Prior to Request for Waiver of Investor Rights (1/25/24) (6) 10.17 9% 9% 30% 35% 40% 45% 50% 55% Premium to 30-Day VWAP Prior to Request for Waiver of Investor Rights (1/25/24) (8) 10.07 10% 10% 32% 36% 41% 46% 51% 56% Premium to Current Price (7/3/24) 11.13 (0%) - 19% 24% 28% 33% 37% 42% Premium to Price as of 7/2/24 (Day After NMC Requested Waiver to Submit Proposal Withou 10.90 2% 2% 22% 26% 31% 35% 40% 44% Premium to LTM High Share Price (07/17/2023) 18.49 (40%) (40%) (28%) (26%) (23%) (20%) (18%) (15%) Premium to LTM Low Share Price (01/11/2024) 9.11 22% 22% 45% 51% 56% 62% 67% 73% Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,178 $6,219 $6,464 $6,710 $6,955 $7,201 $7,446 Fully-Diluted Enterprise Value (2) $7,286 $7,311 $8,352 $8,598 $8,843 $9,089 $9,334 $9,579 Street Consensus Estimates Revenue Multiples (3) Statistic NTM (Period Ending March 31, 2025) $2,700 2.7x 2.7x 3.1x 3.2x 3.3x 3.4x 3.5x 3.5x CY25E 2,918 2.4 2.5 2.9 2.9 3.0 3.1 3.2 3.3 Adj. EBITDA Multiples (3) NTM (Period Ending March 31, 2025) $666 10.7x 11.0x 12.5x 12.9x 13.3x 13.6x 14.0x 14.4x CY25E 770 9.1 9.5 10.9 11.2 11.5 11.8 12.1 12.4 Rover Management Plan Revenue Multiples (4) Statistic NTM (Period Ending March 31, 2025) $2,790 2.6x 2.6x 3.0x 3.1x 3.2x 3.3x 3.3x 3.4x CY25E 2,913 2.5 2.5 2.9 3.0 3.0 3.1 3.2 3.3 Adj. EBITDA Multiples (4) NTM (Period Ending March 31, 2025) $714 10.2x 10.2x 11.7x 12.0x 12.4x 12.7x 13.1x 13.4x CY25E 766 9.5 9.5 10.9 11.2 11.5 11.9 12.2 12.5 Note: Current market prices as of July 3, 2024. (5) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the trading day prior to public filing (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior to public filing of the of the NMC Initial Draft Proposal. NMC Initial Draft Proposal. (6) Reflects NMC Revised Proposal received on July 2, 2024. (2) Rover capitalization as of June 18, 2024 provided by Rover Management. Balance sheet statistics per Rover 10-Q for the period ended March (7) Reflects NMC Initial Draft Proposal publicly filed on February 26, 2024. 8 31, 2024. (8) Volume-weighted average prices based on trading days per FactSet as of January 25, 2024, the trading day prior to the request for waiver of (3) Rover Street projections based on FactSet mean consensus estimates as of July 3, 2024. investor rights. CONFIDENTIAL | PRELIMINARY DRAFT (4) Rover Management Plan provided by Rover Management in April 2024.


Disclaimer These materials have been prepared by Qatalyst Partners LP (including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. 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