Item 8.01. Other Events




As previously announced, on May 24, 2022, Covetrus, Inc. ("Covetrus") entered
into an Agreement and Plan of Merger (the "Merger Agreement"), by and among
Covetrus, Corgi Bidco, Inc., a Delaware corporation ("Parent") and Corgi Merger
Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger
Sub"). Parent and Merger Sub are subsidiaries of investment funds managed by
Clayton, Dubilier & Rice, LLC ("CD&R") and an affiliate of CD&R and affiliates
of TPG Global, LLC ("TPG") have, among other things, entered into equity
commitment letters with Parent in an aggregate amount of $1.604 billion. Upon
the terms and subject to the conditions set forth in the Merger Agreement, among
other things, Merger Sub will merge with and into Covetrus (the "Merger"), with
Covetrus surviving the Merger as a wholly owned subsidiary of Parent. As a
result of the Merger, Covetrus will cease to be a publicly traded company. On
June 30, 2022, Covetrus filed with the U.S. Securities and Exchange Commission
(the "SEC") its preliminary proxy statement on Schedule 14A relating to the
special meeting of Covetrus stockholders to be held on October 11, 2022 (the
"Proxy Statement") to, among other things, vote on a proposal to adopt the
Merger Agreement. Covetrus subsequently filed, on September 12, 2022, a
definitive Proxy Statement, which the Company first mailed to its stockholders
on September 13, 2022.

Since the filing of the preliminary Proxy Statement, ten actions have been filed
in the United States District Courts for the Southern District of New York
("S.D.N.Y.") and the District of Delaware ("D. Del.") and the Westchester County
Supreme Court, in connection with the transactions contemplated by the Merger
Agreement: Stein v. Covetrus, Inc. et al., Case No. 22-cv-5737 (S.D.N.Y. filed
July 6, 2022), O'Dell v. Covetrus, Inc. et al., Case No. 1:22-cv-05803 (S.D.N.Y.
filed July 7, 2022), Stanley v. Covetrus, Inc. et al., Case No. 1:22-cv-5818
(S.D.N.Y. filed July 8, 2022), Whitfield v. Covetrus, Inc. et al., Case No.
1:22-cv-5908 (S.D.N.Y. filed July 11, 2022), Justice v. Covetrus, Inc. et al.,
Case No. 1:22-cv-5909 (S.D.N.Y. filed July 11, 2022), Rayfield v. Covetrus, Inc.
et al., Case No. 1:22-cv-06298 (S.D.N.Y. filed July 25, 2022), Morgan v.
Covetrus, Inc., et al., 1:22-cv-8076 (S.D.N.Y. filed September 21, 2022),
Lawrence v. Covetrus, Inc., et al., 1:22-cv-1234 (D. Del. filed Sept. 21, 2022),
and Dixon v. Covetrus, Inc., et al., 1:22-cv-8120 (S.D.N.Y. filed Sept. 22,
2022) (together, the "Covetrus Federal Actions") and Gatto v. Covetrus, Inc., et
al., Case No. 64793/2022 (Westchester County Supreme Court filed Sept. 14, 2022)
(the "Covetrus State Action", together with the Covetrus Federal Actions, the
"Covetrus Actions"). Each of the Covetrus Actions names Covetrus and its
directors as defendants. The Covetrus State Action also names CD&R and TPG as
defendants. The Covetrus Federal Actions assert claims under Section 14(a) and
20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Rule 14a-9 promulgated under the Exchange Act, and allege that the Proxy
Statement contains alleged material misstatements or omissions. The Covetrus
State Action asserts claims under Maine and New York state law in connection
with the filing of the Proxy Statement, and alleges that the Proxy Statement
contains alleged material misstatements or omissions. The Covetrus Actions seek,
among other things, to enjoin the defendants from proceeding with, consummating
or closing the Merger, rescisissory damages should the Merger not be enjoined,
and an award of attorneys' and experts' fees.

The defendants deny the allegations in the Covetrus Actions and deny any alleged
violations of law or any legal or equitable duty. The defendants believe that
the claims asserted in the Covetrus Actions are without merit and no additional
disclosures are required under applicable law. However, in order to avoid the
risk of the Covetrus Actions delaying or adversely affecting the Merger and to
minimize the costs, risks and uncertainties inherent in litigation, and without
admitting any liability or wrongdoing, the defendants have determined to
voluntarily make the following supplemental disclosures to the definitive Proxy
Statement, as described in this Current Report on Form 8-K, solely for the
purpose of mooting any alleged disclosure issue. Nothing in this Current Report
on Form 8-K shall be deemed an admission of the legal necessity or materiality
under applicable laws of any of the disclosures set forth herein. To the
contrary, the defendants specifically deny all allegations in the Covetrus
Actions that any additional disclosure was or is required.

Supplemental Disclosures to Proxy Statement



This supplemental information should be read in conjunction with the definitive
Proxy Statement filed on September 12, 2022 (the "Definitive Proxy Statement"),
which should be read in its entirety. Page references in the below disclosures
are to pages in the Definitive Proxy Statement, and defined terms used but not
defined herein have the meanings set forth in the Definitive Proxy Statement. To
the extent the following information differs from or conflicts with the
information contained in the Definitive Proxy Statement, the information set
forth below shall be deemed to supersede the respective information in the
Definitive Proxy Statement.

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The section of the Definitive Proxy Statement entitled "Special Factors-Background of the Merger" is amended and supplemented as follows:

The disclosure on page 26 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures following the first sentence in the paragraph on such page:



"… agreement with the Company on February 7, 2022), and each confidentiality
agreement included a customary standstill provision, including customary "don't
ask, don't waive" provisions which would terminate in the event, among other
things, the Company entered into a binding definitive agreement approved by the
Board, such as the Merger Agreement. Other parties that the Financial Advisors
contacted declined to participate in the process for a variety of reasons,
including the complexity of the business, concerns regarding potential
challenges facing the distribution business and the impact of consolidation.
Each party that signed a confidentiality agreement was provided access to
certain non-public materials regarding the Company's business and operations and
a call with members of the Company's management team. Of the 17 parties, four
declined to participate further in the process for various reasons including
other business priorities and the size of the investment required by the
potential transaction. On February 15, 2022, the Transaction Committee and the
Company's advisors relayed to the Board an overall summary update of the
process."

The disclosure on page 28 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures to the second full paragraph on such page:



"After the CD&R representatives left the meeting, the Transaction Committee
discussed the Company A proposal and the possibility of exploring a transaction
within the range of values communicated by CD&R. The Transaction Committee also
discussed potential responses and options to proceed with the potential parties
with management and the Company's advisors, as well as the Company's recent
financial performance, including the fact that the Company was experiencing
pressure from its customers on margins as those customers were themselves under
pressure, and what that could mean for the Company's growth in its distribution
business. The Transaction Committee and Goldman Sachs also discussed the
possibility that a particular financial sponsor who had declined to move forward
in the broader sale process, but who might have an interest in acquiring the
Company's distribution business, based on its investment history, might serve as
a potential partner for Company A, so that a sale of the entire company could be
accomplished. The Transaction Committee requested that Goldman Sachs connect
with the financial sponsor ("Financial Investor A") to ascertain its level of
interest and to determine its willingness to partner with Company A, and
determined that these matters would be discussed with the whole Board at the
upcoming meeting and that it would be appropriate for the CD&R representatives
to be invited to that meeting to discuss CD&R's current views on valuation with
the full Board. The Transaction Committee reconvened with its advisors on
April 6, 2022 to briefly discuss the updates the Board would receive the
following day."

The disclosure on page 28 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures to the third full paragraph on such page:



"On April 7, 2022, the Board held a meeting, attended by members of the
Company's management and representatives of Goldman Sachs and Weil, as well as,
for certain portions, Mr. Sachdev and Ms. Peterson as representatives of CD&R.
During the meeting, the Board (including the Recused Directors) received an
update from Mr. Wolin on the performance of the Company. In addition, the CD&R
representatives discussed with the Board CD&R's current views on valuation and
the reasons for their revised valuation relative to what they had communicated
in December, including increased interest rates, higher financing costs and
equity market deterioration, as well as challenges facing the Company, including
with respect to consolidation in its end-markets. Following such discussion,
Mr. Sachdev and Ms. Peterson departed the meeting."

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The disclosure on page 28 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures to the fourth full paragraph on such page:



"The Board then discussed CD&R's revised views on valuation and the factors
identified by the CD&R representatives for its revised views, as well as the
Company's recent financial performance, the Company's headwinds and tailwinds
and the trends management was seeing both with respect to the Company and
companies in similar industries, including the fact that overall market dynamics
continued to be volatile and interest rates and costs of borrowing were also
rising. The Board also discussed the proposal from Company A and the viability
of a sale of just the GTS Business. The Board further discussed the interest of
Financial Investor A and potential partnering between Financial Investor A and
Company A, as well as a partnering of CD&R and TPG, in each case, in order to
achieve a sale of the entire Company. At the meeting, representatives of Goldman
Sachs reviewed with the Board a financial overview of the valuation range
communicated by CD&R and the proposal from Company A, and reviewed with the
Board the fact that they had approached another company to see whether it would
be interested in a distribution-only transaction, but that that company had
declined. After deliberations and discussions, the Board determined that it was
in the best interest of the Company and its stockholders to continue the process
of exploring a sale, and that it would be beneficial to that process to allow
CD&R to partner with TPG and to try and facilitate a partnering of Financial
Investor A and Company A."

The disclosure on page 30 of the Definitive Proxy Statement is amended and
supplemented by adding the following underlined and bolded disclosures to, and
deleting the crossed-out and bolded disclosures from, the first full paragraph
on such page:

"In April 2022, a third party approached Mr. Wolin to see if the Company might
be interested in exploring a potential transaction with a strategic
company. Following that discussion, the Company's management and representatives
entered into discussions about discussed a potential transaction with such an
additional potential strategic party; however, despite initial discussions
between that party's legal counsel and the Company's legal advisors, that the
party declined to enter into a confidentiality agreement and ultimately did not
move forward in the process."

The section of the Definitive Proxy Statement entitled "Special Factors-Opinion
of Goldman Sachs & Co, LLC-Summary of Material Financial Analysis-Illustrative
Discounted Cash Flow Analysis" is amended and supplemented as follows:

The disclosure on page 48 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures to the first and second full paragraphs on such page:



"Using the Forecasts, Goldman Sachs performed an illustrative discounted cash
flow analysis on the Company. Using discount rates ranging from 9.0% to 11.5%,
reflecting estimates of the Company's weighted average cost of capital, Goldman
Sachs discounted to present value as of March 31, 2022, (i) estimates of
unlevered free cash flow for the Company for the second, third and fourth
quarters of 2022 and the years 2023 through 2028 as reflected in the Forecasts
and (ii) a range of illustrative terminal values for the Company, which were
calculated by applying perpetuity growth rates ranging from 2.5% to 3.5%, to a
terminal year estimate of the unlevered free cash flow to be generated by the
Company of $324 million, as reflected in the Forecasts (which analysis implied
exit terminal year EV/EBITDA multiples ranging from 6.5x to 10.7x). Goldman
Sachs derived such discount rates by application of the Capital Asset Pricing
Model (which is referred to for purposes of this section of the proxy statement
as "CAPM"), which requires certain company-specific inputs, including the
company's target capital structure weightings, the cost of long-term debt, after
tax yield on permanent excess cash, if any, future applicable marginal cash tax
rate and a beta for the company, as well as certain financial metrics for the
United States financial markets generally. The range of perpetuity growth rates
was estimated by Goldman Sachs utilizing its professional judgment and
experience, taking into account the Forecasts and market expectations regarding
long-term real growth of gross domestic product and inflation.

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Goldman Sachs derived ranges of illustrative enterprise values for the Company
by adding the ranges of present values it derived as described above. Goldman
Sachs then subtracted from the range of illustrative enterprise values it
derived for the Company the net debt of the Company of $904 million as of
March 31, 2022, as provided by the management of the Company and approved for
Goldman Sachs' use by the management of the Company, to derive a range of
illustrative equity values for the Company. Goldman Sachs then divided the range
of illustrative equity values it derived by a range of 144.9 million to
145.1 million, representing the number of fully diluted outstanding shares of
the Company as of May 20, 2022, as provided by the management of the Company and
approved for Goldman Sachs' use by the management of the Company, using the
treasury stock method, to derive a range of illustrative present values per
share of Company common stock ranging from $14.76 to $27.02."

The section of the Definitive Proxy Statement entitled "Special Factors-Opinion
of Goldman Sachs & Co, LLC-Summary of Material Financial Analysis-Illustrative
Present Value of Future Share Price Analysis" is amended and supplemented as
follows:

The disclosure on page 49 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures to the first full paragraph on such page:



"Goldman Sachs then derived a range of theoretical future values per share of
Company common stock for each of the fiscal years 2022 to 2024 by subtracting
the Company's projected net debt as of December 31, 2022, 2023, and 2024 of
$766 million, $656 million and $511 million, respectively, and dividing the
result by the estimated fully-diluted shares of Company common stock outstanding
as of December 31, 2022, 2023, and 2024, respectively, all as reflected in the
Forecasts. Using an illustrative discount rate of 11.7%, reflecting Goldman
Sachs' estimate of the Company's cost of equity, Goldman Sachs discounted to
present value the range of theoretical future values per share of Company common
stock it derived for each of the fiscal years 2022 to 2024. Goldman Sachs
derived the illustrative discount rate of 11.7% by application of the CAPM,
which requires certain company-specific inputs, including a beta for the
company, as well as certain financial metrics for the United States financial
markets generally. This analysis resulted in a range of illustrative present
values per share of Company common stock of $17.32 to $27.73."

The section of the Definitive Proxy Statement entitled "Special Factors-Opinion of Goldman Sachs & Co, LLC-Summary of Material Financial Analysis-Selected Precedent Transactions Analysis" is amended and supplemented as follows:

The disclosure on pages 49 through 50 of the Definitive Proxy Statement is amended and supplemented by adding the bolded and underlined column titled "Enterprise Value (in billions)" to the table on such pages:



                                                                                     Enterprise          EV/LTM
Announcement                                                                            Value            EBITDA
    Date                 Acquiror                           Target                  (in billions)       Multiple

                                      Distribution Industry
January 2021   AmerisourceBergen Corporation   Majority of Alliance                $           6.5          12.0x
                                               Healthcare Business from
                                               Walgreens Boots Alliance, Inc.
October 2012   McKesson Corporation            PSS World Medical, Inc.             $           2.0          11.9x
October 2013   McKesson Corporation            Celesio AG                          $           8.4          11.0x
                                      Animal Health Industry
January 2015   AmerisourceBergen Corporation   MWI Veterinary Supply, Inc.         $           2.6          19.3x
January 2017   Mars, Incorporated              VCA Inc.                            $           9.0          18.3x
May 2015       Patterson Companies, Inc.       Animal Health International, Inc.   $           1.1          16.2x



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May 2013        BC Partners, Inc.                 Allflex Europe UK Ltd.    $  1.3       13.0x
December 2014   BC Partners, Inc.                 PetSmart, Inc.

$ 8.7 9.3x


                    Healthcare Information Technology Industry
June 2018       Verscend Technologies, Inc.       Cotiviti Holdings, Inc.   $  4.9       18.0x
January 2021    UnitedHealth Group Incorporated   Change Healthcare, Inc.   $ 13.8       14.9x
December 2021   Oracle Corporation                Cerner Corporation

$ 28.6 14.8x

The disclosure on page 50 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined and bolded disclosures to the last sentence in the first full paragraph on such page:



"Goldman Sachs divided the results by a range of 144.9 million to 145.1 million,
representing the number of fully diluted outstanding shares of Company common
stock as of May 20, 2022, as provided by the management of the Company and
approved for Goldman Sachs' use by the management of the Company, using the
treasury stock method, to derive a range of implied values per share of Company
common stock of $12.74 to $27.02."

The section of the Definitive Proxy Statement entitled "Special Factors-Opinion of Goldman Sachs & Co., LLC-Summary of Material Financial Analysis-Selected Public Company Comparables" is amended and supplemented as follows:

The disclosure on page 51 of the Definitive Proxy Statement is amended and supplemented by adding the bolded and underlined column titled "Enterprise Value as of May 19, 2022 (in millions)" to the table on such page:



                                 Enterprise Value as of
                                      May 19, 2022            EV/2022E

EBITDA


     Selected Companies              (in millions)               Multiple
Company (as of May 19, 2022)    $                  3,490

12.7x


Company (as of May 13, 2022)                         N/A                 11.3x
Henry Schein, Inc.              $                 13,656                 12.0x
McKesson Corporation            $                 55,755                 11.3x
AmerisourceBergen Corporation   $                 40,147                 11.2x
Patterson Companies, Inc.       $                  3,454                 10.3x
Cardinal Health, Inc.           $                 23,112                  9.5x
Owens & Minor, Inc.             $                  5,276                  8.6x

The section of the Definitive Proxy Statement entitled "Special Factors-Other Presentations by Financial Advisors" is amended and supplemented as follows:

The disclosure on page 53 of the Definitive Proxy Statement is amended and supplemented by adding the following disclosure as a new paragraph following the second full paragraph on such page:



"The Board selected Lincoln as its financial advisor because it is an
internationally recognized investment banking firm that has substantial
experience in transactions similar to the Merger. Pursuant to a letter agreement
dated February 16, 2022, the Company engaged Lincoln to act as its financial
advisor in connection with the Merger, in addition to engaging Goldman Sachs.
The engagement letter between the Company and Lincoln provides for a transaction
fee that is estimated, based on the information available as of the date of
announcement, at approximately $10 million, all of which is contingent upon
consummation of the Merger. In addition, the Company has agreed to reimburse
Lincoln for certain of its expenses, including legal counsel and other
professional advisor fees and expenses, and to indemnify Lincoln and related
persons against various liabilities."

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Forward-Looking Statements



This communication contains forward-looking statements, including statement
regarding the effects of the proposed acquisition of Covetrus by funds
affiliated with CD&R and TPG Capital. We may, in some cases use terms such as
"predicts," "believes," "potential," "continue," "anticipates," "estimates,"
"expects," "plans," "intends," "may," "could," "might," "likely," "will,"
"should," or other words that convey uncertainty of the future events or
outcomes to identify these forward-looking statements. Such statements are based
on a number of assumptions about future events and are subject to numerous risks
and uncertainties, and actual results could differ materially from those
anticipated due to a number of factors including, but not limited to, the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; the inability to complete the Merger
due to the failure to obtain shareholder approval for the Merger or the failure
to satisfy other conditions to completion of the Merger; risks related to
disruption of management's attention from our ongoing business operations due to
the Merger; the effect of the announcement of the Merger on our relationships
with our customers, operating results and business generally; the risk that the
Merger will not be consummated in a timely manner; the potential for political,
social, or economic unrest, terrorism, hostilities or war, including war between
Russia and Ukraine and the potential impact of financial and economic sanctions
on the regional and global economy; the impact of inflationary effects on the
company, the effect of health epidemics, including the COVID-19 pandemic, on our
business and the success of any measures we have taken or may take in the future
in response thereto, including compliance with prolonged measures to contain the
spread of COVID-19 which may impact our ability to continue operations at our
distribution centers and pharmacies; the ability to achieve performance targets,
including managing our growth effectively; the ability to launch new products;
the ability to successfully integrate acquisitions, operations and employees;
the ability to continue to execute on our strategic plan; the ability to attract
and retain key personnel; the ability to manage relationships with our supplier
and distributor network, including negotiating acceptable pricing and other
terms with these partners; the ability to attract and retain customers in a
price sensitive environment; the ability to maintain quality standards in our
technology product offerings as well as associated customer service interactions
to minimize loss of existing customers and attract new customers; access to
financial markets along with changes in interest rates and foreign currency
exchange rates; changes in the legislative landscape in which we operate,
including potential corporate tax reform, and our ability to adapt to those
changes as well as adaptation by the third-parties we are dependent upon for
supply and distribution; the impact of litigation; the impact of accounting
pronouncements, seasonality of our business, leases, expenses, interest expense,
and debt; sufficiency of cash and access to liquidity; cybersecurity risks,
including risk associated with our dependence on third party service providers
as a large portion of our workforce is working from home; and those additional
risks discussed under the heading "Risk Factors" in our Annual Report on Form
10-K filed on February 28, 2022. Our forward-looking statements are based on
current beliefs and expectations of our management team and, except as required
by law, we undertake no obligations to make any revisions to the forward-looking
statements contained in this release or to update them to reflect events or
circumstances occurring after the date of this release, whether as a result of
new information, future developments or otherwise. Investors are cautioned not
to place undue reliance on these forward-looking statements.

Additional Information and Where to Find It



This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. In
connection with the Merger, the Company will file relevant materials with the
SEC, including the Proxy Statement, and the Company and affiliates of CD&R have
jointly filed a transaction statement on Schedule 13e-3 (the "Schedule 13e-3").
This communication is not a substitute for the Proxy Statement, the Schedule
13e-3 or any other document that the Company may file with the SEC or send to
its shareholders in connection with the Merger. SHAREHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER DOCUMENTS
FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE BUSINESS TO BE
CONDUCTED AT THE SPECIAL MEETING. All such documents, when filed, may be
obtained free of charge at the SEC's website (http://www.sec.gov). These
documents, once available, and the Company's other filings with the SEC also
will be available free of charge on the Company's website at
https://ir.covetrus.com/investors/sec-filings.

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Participants in the Solicitation



The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's shareholders with
respect to the Merger. Information about the Company's directors and executive
officers and their ownership of the Company's common stock is set forth in the
proxy statement on Schedule 14A filed with the SEC on April 1, 2022 and the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021
filed with the SEC on February 28, 2022. To the extent that such individual's
holdings of the Company's common stock have changed since the amounts printed in
the Company's proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Other
information regarding the identity of the potential participants, and their
. . .

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