TPG Capital Partners VIII, L.P. and TPG Healthcare Partners, L.P., managed by TPG Capital, L.P., TPG Global, LLC and Clayton, Dubilier & Rice Fund XI, L.P., managed by Clayton, Dubilier & Rice, LLC made a non-binding proposal to acquire remaining 75.85% stake in Covetrus, Inc. (NasdaqGS:CVET) from a group of shareholders for $2.3 billion on May 19, 2022. TPG Capital Partners VIII, L.P. and TPG Healthcare Partners, L.P., managed by TPG Capital, L.P., TPG Global, LLC and Clayton, Dubilier & Rice Fund XI, L.P., managed by Clayton, Dubilier & Rice, LLC entered into a definitive agreement to acquire remaining 70.1% stake in Covetrus, Inc. on May 24, 2022. Clayton, Dubilier & Rice, LLC and TPG will acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by CD&R and TPG or their affiliates for a cash consideration of $21 per share of Common Stock, representing an enterprise value of approximately $4 billion. To finance the transaction contemplated by the proposal, affiliates of CD&R and TPG expect to enter into one or more debt commitment letters with third parties and equity commitment letters with their managed investment funds. It is anticipated that a portion of the equity financing to support the proposal would be funded by the rollover of CD&R Holding's existing 33.67 million common stock ownership interest in Covetrus and new cash equity to be provided by the CD&R Funds and the TPG Funds. Concurrently with the execution of the merger agreement, &R Funds and the TPG Funds directly or indirectly obtained from Deutsche Bank Securities Inc., UBS Investment Bank, BMO Capital Markets and Mizuho Securities USA LLC debt financing commitments for loans in an aggregate principal amount of up to $1.950 billion, comprised of up to $1,525 million of first lien term loans and up to $425 million of second lien term loans to fund payment obligations in respect of the transactions. In addition, CD&R Funds and the TPG Funds has obtained commitments from the Debt Financing Sources for a $300 million first lien secured cash flow-based revolving credit facility. The funding of such debt and equity commitments is subject to the satisfaction of customary closing conditions. PG Partners VIII, L.P. and TPG Healthcare Partners, L.P. (the “Guarantors”) agreed to provide an equity commitment to CD&R Funds and the TPG Funds in an aggregate amount of $1.604 billion. Upon completion of the transaction, Covetrus will become a private company and will no longer be publicly listed or traded on NASDAQ. If Covetrus terminates the merger agreement, then Covetrus will pay a termination fee of $88.315 million to CD&R and TPG Global. If CD&R and TPG Global terminates the merger agreement, then CD&R and TPG Global will pay a termination fee of $197.95 million to Covetrus. Covetrus management and leadership team are expected to continue to lead the company. Covetrus' management team, including Benjamin Wolin, President and Chief Executive Officer, is expected to continue to lead the company. Covetrus plans to maintain its headquarters in Portland, Maine, and will continue to operate under its current brands.

The transaction is subject to approval of Covetrus' shareholders, regulatory approvals, the expiration of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and satisfaction of customary closing conditions. The board of directors of Covetrus previously formed a transaction committee of comprising non-management directors that are independent of CD&R. The Proposal remains under consideration by the Transaction Committee of Covetrus. The proposal has been approved by the investment committees of both CD&R and TPG. The proposed transaction has been unanimously approved by a transaction committee of independent directors of the Board of Directors of Covetrus. The Board of Directors of Covetrus has unanimously approved the proposed transaction on the recommendation of the transaction Committee. On July 22, 2022, the European Commission approved the transaction. The transaction is expected to close in the second half of 2022.

Goldman Sachs & Co. LLC and Roddy O'Neill and Emily R. Wildes of Lincoln International LLC acted as financial advisors to Covetrus. Michael J. Aiello, Amanda Fenster, Benton Lewis, Dennis F. Adams III, Joe Pari, Megan A. Granger, Megan Pendleton, Paul J. Wessel, Steven A. Newborn, Olivia J. Greer, Hayden Guthrie and Michael C. Naughton of Weil, Gotshal & Manges LLP acted as legal advisors to Covetrus. Goldman Sachs & Co. LLC acted as fairness opinion provider to Covetrus. Deutsche Bank Securities Inc., UBS Investment Bank, BMO Capital Markets and Mizuho Securities USA LLC acted as financial advisors to CD&R and TPG Capital. Paul S. Bird, Andrew L. Bab, Mafe Coelho, Jeffrey Ross, Scott Selinger, Kristen Scully, Jonathan Lewis, Peter Furci, Nicholas Pellicani, Henry Lebowitz, Timothy McIver, Kyra Bromley, Paul Rubin, Jason Auerbach, Paul Laszlo, Stuart Hammer, Mark Goodman, Erich Grosz, Jacob Stahl and Spencer K. Gilbert of Debevoise & Plimpton and Chau Le, Jay Freedman, Gregory Levine, Michael Lampert, Peter Wang, Annie Herdman and Daniel McCaughey of Ropes & Gray acted as legal advisors to CD&R and TPG Capital. Paul Schnell of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Goldman Sachs & Co. LLC as financial advisor to Covetrus, Inc. Covetrus has retained Innisfree M&A Inc. Covetrus will pay Innisfree a fee of approximately $40,000, plus a discretionary success fee of 50% of all fees paid. Covetrus has agreed to pay Goldman Sachs a transaction fee of approximately $32 million, $2.5 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Covetrus. CD&R and TPG have agreed to pay Deutsche Bank for its financial advisory services in connection an aggregate fee of $2 million payable contingent upon consummation of the Merger.

TPG Capital Partners VIII, L.P. and TPG Healthcare Partners, L.P., managed by TPG Capital, L.P., TPG Global, LLC and Clayton, Dubilier & Rice Fund XI, L.P., managed by Clayton, Dubilier & Rice, LLC completed the acquisition of remaining 75.85% stake in Covetrus, Inc. (NasdaqGS:CVET) from a group of shareholders on October 13, 2022. Deborah G. Ellinger, Paul Fonteyne, Sandra L. Helton, Philip A. Laskawy, Mark J. Manoff, Edward M. McNamara, Steven Paladino, Sandra Peterson, Ravi Sachdev and Sharon Wienbar each resigned from their positions as members of the board of directors of Covetrus and from any and all committees of the board of directors on which they served. Benjamin Wolin and Matthew J. Foulston became directors of Covetrus. Wolin will continue to lead Covetrus as President and Chief Executive Officer. Covetrus will maintain its headquarters in Portland, Maine, and will continue to operate under its current brands. As a result of the transaction, Covetrus is now a private company, and its stock is no longer publicly listed or traded on NASDAQ.