CVET Pengajuan SEC - Covetrus Inc- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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LEI	5493009S30DUFCF75V87
CIK	1752836

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Covetrus Inc

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

October 24, 2022	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38794 COVETRUS, INC.* (Exact name of registrant as specified in its cha
October 13, 2022	S-8 POS	As filed with the Securities and Exchange Commission on October 13, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-229557 THE SECURITIES ACT OF 19 Registration Statement No. 333-229557 As filed with the Securities and Exchange Commission on October 13, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-229557 UNDER THE SECURITIES ACT OF 1933 Covetrus, Inc. (Exact name of registrant as specified in its charter) Delaware 83-1448706 (State or Oth
October 13, 2022	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2022 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commission File Nu
October 13, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 5 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 5 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. CD&R VFC Holdings, L.P. CD&R Corgi Holdings, L.P. Clayton, Dubilier & Rice Fund IX, L.P. Clayton, Dubilier & Rice Fund IX-A, L.P. CD&R Advisor Fund IX
October 13, 2022	EX-3.1	Third Amended and Restated Certificate of Incorporation of Covetrus, Inc. Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COVETRUS, INC. FIRST: The name of the corporation is Covetrus, Inc. (the ?Corporation?). SECOND: The Corporation?s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Serv
October 13, 2022	EX-3.2	Second Amended and Restated Bylaws of Covetrus, Inc. Exhibit 3.2 COVETRUS, INC. SECOND AMENDED AND RESTATED BYLAWS As Adopted on October 13, 2022 COVETRUS, INC. SECOND AMENDED AND RESTATED BYLAWS Table of Contents Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.01. Annual Meetings 1 Section 1.02. Special Meetings 1 Section 1.03. Participation in Meetings by Remote Communication 1 Section 1.04. Notice of Meetings; Waiver of Notice 1 Section 1.05.
October 13, 2022	EX-99.1	Clayton, Dubilier & Rice and TPG Complete Acquisition of Covetrus Exhibit 99.1 Confidential Clayton, Dubilier & Rice and TPG Complete Acquisition of Covetrus Portland, Maine (October 13, 2022) ? Covetrus (?Covetrus? or the ?Company?), a global leader in animal-health technology and services, today announced the successful completion of its previously announced acquisition by funds affiliated with Clayton, Dubilier & Rice (CD&R) and TPG Capital, the large-scale U
October 13, 2022	SC 13D/A	CVET / Covetrus Inc / CD&R VFC Holdings L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Covetrus, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 22304C100 (CUSIP Number) CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC Attention: Rima Simson 375 Park Avenue New York NY 10152 (212) 407-
October 11, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commission File Nu
October 3, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2022 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commission File Num
September 13, 2022	DEFM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
September 13, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. Corgi Merger Sub, Inc. CD&R VFC Holdings, L.P. CD&R Corgi Holdings, L.P. Clayton, Dubilier & Rice Fund IX, L.P. Clayton, Dubilier & Rice Fund IX-A, L.
August 31, 2022	EX-99.(C)(19)	Important Disclosure Information “IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addre Exhibit (c)(19) Deutsche Bank Investment Bank Discussion Materials May 2022 Deutsche Bank Securities Inc.
August 31, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. Corgi Merger Sub, Inc. CD&R VFC Holdings, L.P. CD&R Corgi Holdings, L.P. Clayton, Dubilier & Rice Fund IX, L.P. Clayton, Dubilier & Rice Fund IX-A, L.
August 31, 2022	EX-99.(C)(18)	Important Disclosure Information “IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addre Exhibit (c)(18) Deutsche Bank Investment Bank Discussion Materials May 2022 Deutsche Bank Securities Inc.
August 31, 2022	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as perm
August 31, 2022	EX-99.(C)(16)	Important Disclosure Information “IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addre Exhibit (c)(16) Deutsche Bank Investment Bank Discussion Materials April 2022 Deutsche Bank Securities Inc.
August 31, 2022	EX-99.(C)(17)	Important Disclosure Information “IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addre Exhibit (c)(17) Deutsche Bank Investment Bank Discussion Materials May 2022 Deutsche Bank Securities Inc.
August 24, 2022	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2022 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard In
August 12, 2022	EX-99.(C)(10)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Discussion Materials Goldman Sachs & Co. LLC Strictly Private and Confidential February 15, 2022 Information contained herein, marked with [**], has been omitted pursuant to a req Exhibit (c)(10) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Project Padlock Discussion Materials Goldman Sachs & Co.
August 12, 2022	EX-99.(C)(11)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Exhibit (c)(11) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock ???????-1 I Preliminary Highly Confidential Draft 1 Strictly Private and Confidential : Subject to Material Change and : March 17, 2022 1 Revisions I &.
August 12, 2022	EX-99.(C)(13)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Exhibit (c)(13) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock ???????-1 I Preliminary Highly Confidential Draft 1 Strictly Private and Confidential : Subject to Material Change and : April 7, 2022 1 Revisions I &.
August 12, 2022	EX-99.(C)(8)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co. LLC Strictly Private and Confidential January 11, 2022 Information contained herein, marked with [**], has been omit Exhibit (c)(8) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co.
August 12, 2022	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) PRER14A 1 d316540dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, f
August 12, 2022	EX-99.(C)(6)	Information contained herein, marked with [], has been omitted pursuant to a request for confidential treatment. A complete copy of this document has been supplied to the Securities and Exchange Commission under separate cover. INVESTMENT BANKING I Exhibit (c)(6) Information contained herein, marked with [], has been omitted pursuant to a request for confidential treatment.
August 12, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. Corgi Merger Sub, Inc. CD&R VFC Holdings, L.P. CD&R Corgi Holdings, L.P. Clayton, Dubilier & Rice Fund IX, L.P. Clayton, Dubilier & Rice Fund IX-A, L.
August 12, 2022	EX-99.(C)(5)	Information contained herein, marked with [], has been omitted pursuant to a request for confidential treatment. A complete copy of this document has been supplied to the Securities and Exchange Commission under separate cover. INVESTMENT BANKING I Exhibit (c)(5) Information contained herein, marked with [], has been omitted pursuant to a request for confidential treatment.
August 12, 2022	EX-99.(C)(15)	INVESTMENT BANKING I DIVISION Project Padlock Board Discussion Materials Goldman Sachs & Co. LLC May 17, 2022 Exhibit (c)(15) INVESTMENT BANKING I DIVISION Project Padlock Board Discussion Materials Goldman Sachs & Co.
August 12, 2022	EX-99.(C)(7)	Information contained herein, marked with [], has been omitted pursuant to a request for confidential treatment. A complete copy of this document has been supplied to the Securities and Exchange Commission under separate cover. INVESTMENT BANKING I Exhibit (c)(7) Information contained herein, marked with [], has been omitted pursuant to a request for confidential treatment.
August 12, 2022	EX-99.(C)(14)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Strictly Private and Confidential April 20, 2022 Information contained herein, marked with [], has been omitted pursuant to a request for Exhibit (c)(14) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Strictly Private and Confidential April 20, 2022 Information contained herein, marked with [], has been omitted pursuant to a request for confidential treatment.
August 12, 2022	EX-99.(C)(12)	INVESTMENT BANKING I DIVISION Discussion Materials Project Padlock Goldman Sachs & Co. LLC March 2022 Information contained herein, marked with [**], has been omitted pursuant to a request for confidential treatment. A complete copy of this document Exhibit (c)(12) INVESTMENT BANKING I DIVISION Discussion Materials Project Padlock Goldman Sachs & Co.
August 12, 2022	EX-99.(C)(9)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co. LLC Strictly Private and Confidential February 4, 2022 Information contained herein, marked with [**], has been omit Exhibit (c)(9) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co.
August 11, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 8/11/2022 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industri
August 11, 2022	EX-10.1	Instrument of Amendment - Employment Agreement between Matthew Foulston and Covetrus, Inc. Exhibit 10.1 INSTRUMENT OF AMENDMENT EMPLOYMENT AGREEMENT BETWEEN COVETRUS INC. AND MATTHEW FOULSTON This Amendment to the Employment Agreement dated May 11, 2020 (the ?Employment Agreement?) between Covetrus, Inc. (the ?Company?) and Matthew Foulston (the ?Executive?) is made and effective as of August 5, 2022 by the Company and the Executive. RECITALS: A.The Company and the Executive are parties
August 11, 2022	CORRESP	[Remainder of Page Intentionally Left Blank] 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax August 11, 2022 VIA EDGAR TRANSMISSION Michael Killoy United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street NE Washington, D.
August 11, 2022	EX-99.1	Covetrus Announces Retirement of Matthew Foulston Exhibit 99.1 Covetrus Announces Retirement of Matthew Foulston Portland, Maine, August 11, 2022 - Covetrus??(NASDAQ: CVET), a global leader in animal-health technology and services, today announced that Matthew Foulston, the Company?s Executive Vice President and Chief Financial Officer, has informed the company that he will be retiring from the company effective December 31, 2022. Foulston?s role
August 5, 2022	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as perm
August 5, 2022	EX-99.(C)(10)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Discussion Materials Goldman Sachs & Co. LLC Strictly Private and Confidential February 15, 2022 Exhibit (c)(10) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Project Padlock Discussion Materials Goldman Sachs & Co.
August 5, 2022	EX-99.(C)(15)	INVESTMENT BANKING I DIVISION Project Padlock Board Discussion Materials Goldman Sachs & Co. LLC May 17, 2022 Exhibit (c)(15) INVESTMENT BANKING I DIVISION Project Padlock Board Discussion Materials Goldman Sachs & Co.
August 5, 2022	EX-99.(C)(9)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co. LLC Strictly Private and Confidential February 4, 2022 Exhibit (c)(9) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co.
August 5, 2022	EX-99.(C)(5)	INVESTMENT BANKING I DIVISION Discussion Materials Prepared for covetrus Goldman Sachs & Co. LLC Strictly Private and Confidential December 3, 2021 Exhibit (c)(5) INVESTMENT BANKING I DIVISION Discussion Materials Prepared for covetrus Goldman Sachs & Co.
August 5, 2022	EX-99.(C)(11)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Exhibit (c)(11) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock ???????-1 I Preliminary Highly Confidential Draft 1 Strictly Private and Confidential : Subject to Material Change and : March 17, 2022 1 Revisions I &.
August 5, 2022	EX-99.(C)(13)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Exhibit (c)(13) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock ???????-1 I Preliminary Highly Confidential Draft 1 Strictly Private and Confidential : Subject to Material Change and : April 7, 2022 1 Revisions I &.
August 5, 2022	EX-99.(B)(3)	OWL ROCK CAPITAL ADVISORS LLC OWL ROCK CAPITAL CORPORATION 399 Park Avenue, 38th Floor New York, New York 10022 Exhibit (b)(3) Execution Version OWL ROCK CAPITAL ADVISORS LLC OWL ROCK CAPITAL CORPORATION 399 Park Avenue, 38th Floor New York, New York 10022 CONFIDENTIAL June 30, 2022 Corgi BidCo, Inc.
August 5, 2022	EX-99.(C)(14)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Strictly Private and Confidential April 20, 2022 Exhibit (c)(14) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Board Discussion Materials Prepared for Project Padlock Strictly Private and Confidential April 20, 2022 Disclaimer INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the ?Board?) and senior management of Covetrus (the ?Company?) in connection with their consideration of the matters referred to herein.
August 5, 2022	EX-99.(C)(12)	INVESTMENT BANKING I DIVISION Discussion Materials Project Padlock Goldman Sachs & Co. LLC March 2022 Exhibit (c)(12) INVESTMENT BANKING I DIVISION Discussion Materials Project Padlock Goldman Sachs & Co.
August 5, 2022	EX-99.(C)(4)	Discussion Materials Prepared for Goldman Sachs & Co. LLC Strictly Private and Confidential October 25, 2021 Exhibit (c)(4) Discussion Materials Prepared for Goldman Sachs & Co. LLC Strictly Private and Confidential October 25, 2021 Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the ?Board?) and senior management of Covetrus (the ?Company?) in connection with their consideration o
August 5, 2022	EX-99.(C)(6)	INVESTMENT BANKING I DIVISION Discussion Materials Prepared for covetrus Goldman Sachs & Co. LLC Strictly Private and Confidential December 9, 2021 Exhibit (c)(6) INVESTMENT BANKING I DIVISION Discussion Materials Prepared for covetrus Goldman Sachs & Co.
August 5, 2022	EX-99.(C)(7)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Exhibit (c)(7) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Project Padlock Kick-Off Materials Goldman Sachs & Co.
August 5, 2022	EX-99.(C)(8)	INVESTMENT BANKING I DIVISION ‘WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co. LLC Strictly Private and Confidential January 11, 2022 Exhibit (c)(8) INVESTMENT BANKING I DIVISION ?WLINCOLN INTERNATIO NAL Project Padlock Update Materials for Transaction Committee Goldman Sachs & Co.
August 5, 2022	CORRESP	[Remainder of Page Intentionally Left Blank] 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax August 5, 2022 VIA EDGAR TRANSMISSION Michael Killoy United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street NE Washington, D.
August 5, 2022	EX-99.(C)(3)	Discussion Materials Prepared for Goldman Sachs & Co. LLC Strictly Private and Confidential September 30, 2021 Exhibit (c)(3) Exhibit (c)(3) Discussion Materials Prepared for Goldman Sachs & Co.
August 5, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. Corgi Merger Sub, Inc. CD&R VFC Holdings, L.P. CD&R Corgi Holdings, L.P. Clayton, Dubilier & Rice Fund IX, L.P. Clayton, Dubilier & Rice Fund IX-A, L.
August 4, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ Transition Report pursuant to S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS, INC. (Exact
August 4, 2022	EX-99.1	Covetrus Announces Financial Results for Second Quarter of 2022 Exhibit 99.1 Covetrus Announces Financial Results for Second Quarter of 2022 ?Second quarter 2022 net sales of $1.22 billion, an increase of 2% year-over-year; GAAP net loss attributable to Covetrus of $(4) million ?Non-GAAP organic net sales growth of 5% year-over-year ?Non-GAAP adjusted EBITDA was flat year-over-year at $66 million, including a $2 million year-over-year headwind from the strengt
August 4, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Ind
June 30, 2022	PREM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid
June 30, 2022	EX-99.(D)(4)	LIMITED GUARANTEE EX-99.(D)(4) 10 d305716dex99d4.htm EX-99.(D)(4) Exhibit (d)(4) Execution Version LIMITED GUARANTEE LIMITED GUARANTEE, dated as of May 24, 2022 (this “Limited Guarantee”), by TPG Healthcare Partners, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Covetrus, Inc., a Delaware corporation (the “Guaranteed Party”). 1. GUARANTEE. To induce the Guaranteed Party to enter into that cert
June 30, 2022	EX-99.(B)(2)	CORGI BIDCO, INC. c/o Clayton, Dubilier & Rice 375 Park Avenue, 18th Floor New York, New York 10152 c/o TPG Capital, L.P. 345 California Street San Francisco, California 94104 June 15, 2022 EX-99.(B)(2) 3 d305716dex99b2.htm EX-99.(B)(2) Exhibit (b)(2) EXECUTION VERSION CORGI BIDCO, INC. c/o Clayton, Dubilier & Rice 375 Park Avenue, 18th Floor New York, New York 10152 and c/o TPG Capital, L.P. 345 California Street San Francisco, California 94104 June 15, 2022 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 1 Columbus Circle New York, New York 10019 UBS AG, STAMFORD BRA
June 30, 2022	SC 13E3	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. Corgi Merger Sub SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 COVETRUS, INC. (Name of the Issuer) Covetrus, Inc. Corgi Bidco, Inc. Corgi Merger Sub, Inc. CD&R VFC Holdings, L.P. CD&R Corgi Holdings, L.P. Clayton, Dubilier & Rice Fund IX, L.P. Clayton, Dubilier & Rice Fund IX-A, L.P. CD&R Advisor
June 30, 2022	EX-99.(C)(2)	Project Padlock Exhibit c(2) Project Padlock Board Discussion Materials Goldman Sachs & Co. LLC May 23, 2022 INVESTMENT BANKING DIVISION Disclaimer INVESTMENT BANKING DIVISION These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the ?Board?), the Transaction Committee of the Board, and senior management of
June 30, 2022	EX-FILING FEES	Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Value Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee(2) Fees to Be Pa EX-FILING FEES 2 d316540dexfilingfees.htm EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Value Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee(2) Fees to Be Paid $ 3,045,288,412 (1) (2) 0.0000927 $ 282,298.24 (3) Fees Previously Paid — —
June 30, 2022	EX-99.(D)(2)	LIMITED GUARANTEE Exhibit (d)(2) Execution Version LIMITED GUARANTEE LIMITED GUARANTEE, dated as of May 24, 2022 (this ?Limited Guarantee?), by Clayton, Dubilier & Rice Fund XI, L.
June 30, 2022	EX-FILING FEES	Calculation of Filing Fee Table Table 1 – Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Total Transaction Valuation $3,045,288,412(1) 0.0000927 $282,298.24(2) Fees Previously Paid $3,045,288,412 $282,298.24(3) Total Transa EX-FILING FEES 11 d305716dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Table 1 – Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Total Transaction Valuation $3,045,288,412(1) 0.0000927 $282,298.24(2) Fees Previously Paid $3,045,288,412 $282,298.24(3) Total Transaction Valuation $3,045,288,412 Total Fees Due for Filing $0 Total Fees Previousl
June 30, 2022	EX-99.(B)(3)	[Remainder of the page intentionally left blank – signature page follows] EX-99.(B)(3) 4 d305716dex99b3.htm EX-99.(B)(3) Exhibit (b)(3) Confidential Private and Strictly Confidential May 24, 2022 Corgi BidCo, Inc. c/o Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor New York, NY 10152 Ladies and Gentlemen: This letter agreement (this “Letter”) sets forth the commitments of Clayton, Dubilier & Rice Fund XI, L.P., a Cayman Islands exempted limited partnership (th
June 30, 2022	EX-99.(B)(5)	[Remainder of the page intentionally left blank – signature page follows] Exhibit (b)(5) Confidential Private and Strictly Confidential May 24, 2022 Corgi BidCo, Inc.
June 30, 2022	EX-99.(D)(3)	LIMITED GUARANTEE Exhibit (d)(3) LIMITED GUARANTEE LIMITED GUARANTEE, dated as of May 24, 2022 (this ?Limited Guarantee?), by TPG Partners VIII, L.
June 30, 2022	EX-99.(B)(1)	DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 1 Columbus Circle New York, New York 10019 EX-99.(B)(1) 2 d305716dex99b1.htm EX-99.(B)(1) Exhibit (b)(1) Execution Version DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 1 Columbus Circle New York, New York 10019 UBS AG, STAMFORD BRANCH 600 Washington Boulevard Stamford, Connecticut 06901 UBS SECURITIES LLC 1285 Avenue of the Americas New York, New York 10019 BANK OF MONTREAL BMO CAPITAL MARKETS CORP. 151 West 42nd Street N
June 30, 2022	EX-99.(B)(4)	[Remainder of the page intentionally left blank – signature page follows] EX-99.(B)(4) 5 d305716dex99b4.htm EX-99.(B)(4) Exhibit (b)(4) Confidential Private and Strictly Confidential May 24, 2022 Corgi BidCo, Inc. c/o Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor New York, NY 10152 Ladies and Gentlemen: This letter agreement (this “Letter”) sets forth the commitments of TPG Partners VIII, L.P., a Delaware limited partnership (the “Investor”), subject to the
May 25, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini
May 25, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini
May 25, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) DEFA14A 1 d324541ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p
May 25, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini
May 25, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 (May 24, 2022) COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary
May 25, 2022	SC 13D/A	CVET / Covetrus Inc / CD&R VFC Holdings L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Covetrus, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 22304C100 (CUSIP Number) CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC Attention: Rima Simson 375 Park Avenue New York NY 10152 (212) 407-
May 25, 2022	EX-99.13	JOINT FILING AGREEMENT EXHIBIT 99.13 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: May 25, 2022 CD&R VFC HOLDINGS, L.P. By: CD&R Investment Associates IX, Ltd., its general partner B
May 25, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 (May 24, 2022) COVET UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 (May 24, 2022) COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary
May 25, 2022	EX-2.1	Agreement and Plan of Merger, dated as of May 24, 2022, by and among Corgi Bidco, Inc., Corgi Merger Sub, Inc. and Covetrus, Inc. (incorporated herein by reference to Exhibit 2.1 to Covetrus, Inc.’s Current Report on Form 8-K filed on May 25, 2022) Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among COVETRUS, INC, CORGI BIDCO, INC. and CORGI MERGER SUB, INC. Dated as of May 24, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 3 ARTICLE II ORGANIZATIONAL DOCUMENTS, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION 3 2.1 The Certificate of Incorporation 3 2.2 The Bylaws
May 25, 2022	EX-10.1	Support and Rollover Agreement, dated as of May 24, 2022, by and among Covetrus, Inc., CD&R VFC Holdings, L.P and Corgi Bidco, Inc. EX-10.1 3 d290661dex101.htm EX-10.1 Exhibit 10.1 Execution Version SUPPORT AND ROLLOVER AGREEMENT This Support and Rollover Agreement (this “Agreement”), dated as of May 24, 2022, is entered into by and between Covetrus, Inc., a Delaware corporation (the “Company”), CD&R VFC Holdings, L.P., a Cayman Islands exempted limited partnership (the “Stockholder”) and Corgi Bidco, Inc., a Delaware corporat
May 25, 2022	EX-99.1	Covetrus to Be Acquired by Clayton, Dubilier & Rice and TPG at an Enterprise Valuation of Approximately $4 Billion Covetrus Shareholders to Receive $21.00 per Share in Cash Represents a 39% premium to Covetrus’ unaffected 30-day VWAP as of May 13, 20 EX-99.1 Exhibit 99.1 News Release Covetrus to Be Acquired by Clayton, Dubilier & Rice and TPG at an Enterprise Valuation of Approximately $4 Billion Covetrus Shareholders to Receive $21.00 per Share in Cash Represents a 39% premium to Covetrus’ unaffected 30-day VWAP as of May 13, 2022 Portland, ME (May 25, 2022) – Covetrus® (NASDAQ: CVET) (“Covetrus” or the “Company”), a global leader in animal-h
May 20, 2022	EX-10.1	Limited Waiver, dated May 19, 2022 Exhibit 10.1 May 19, 2022 CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor New York, New York 10152 Attention: Sarah Kim Email: [email protected] Re: Investment Agreement ? Limited Waiver Ladies and Gentleman: Reference is made to that certain Investment Agreement, dated as of April 30, 2020 (the ?Investment Agreement?), by and among Covetrus, Inc., a Delaware c
May 20, 2022	EX-99.8	Clayton, Dubilier & Rice, LLC and TPG Global, LLC EX-99.8 2 d330843dex998.htm EX-99.8 Exhibit 99.8 Clayton, Dubilier & Rice, LLC and TPG Global, LLC May 19, 2022 Transaction Committee of the Board of Directors Covetrus, Inc. 7 Custom House St. Portland, Maine 04101 Dear Members of the Transaction Committee of the Board of Directors: Pursuant to and in accordance with the limited standstill waiver that has been granted under the Investment Agreeme
May 20, 2022	SC 13D/A	CVET / Covetrus Inc / CD&R VFC Holdings L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Covetrus, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 22304C100 (CUSIP Number) CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC Attention: Rima Simson 375 Park Avenue New York NY 10152 (212) 407-5227 with
May 20, 2022	EX-99.9	[Signature Pages Follow] EX-99.9 3 d330843dex999.htm EX-99.9 Exhibit 99.9 May 19, 2022 CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor New York, New York 10152 Attention: Sarah Kim Email: [email protected] Re: Investment Agreement – Limited Waiver Ladies and Gentleman: Reference is made to that certain Investment Agreement, dated as of April 30, 2020 (the “Investment Agreement”), by an
May 20, 2022	EX-99.10	JOINT FILING AGREEMENT EXHIBIT 99.10 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: May 20, 2022 CD&R VFC HOLDINGS, L.P. By: CD&R Investment Associates IX, Ltd., its general partner B
May 20, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 20, 2022 (Date of earliest event reported: May 19, 2022) COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industr
May 17, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 5/11/2022 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industri
May 5, 2022	EX-99.1	Covetrus Announces Financial Results for First Quarter of 2022 Exhibit 99.1 Covetrus Announces Financial Results for First Quarter of 2022 ?First quarter 2022 net sales of $1.15 billion, an increase of 4% year-over-year; GAAP net loss attributable to Covetrus of $(2) million ?Non-GAAP organic net sales growth of 6% year-over-year ?Non-GAAP adjusted EBITDA increased 11% year-over-year to $63 million ?Full-year 2022 non-GAAP organic net sales and adjusted EBITD
May 5, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indust
May 5, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report pursuant to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS, INC. (Exac
April 1, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) DEFA14A 1 a2022cvetxproxynotice.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Onl
April 1, 2022	DEF 14A	Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) ? Defini
February 28, 2022	EX-21.1	Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries Entity Name Country or State of Incorporation Abase Com?rcio e Representa??es Ltda Brazil ABIC Polska Sp z.o.o, Poland AH UK Animal Health (Pvt) Ltd United Kingdom Animal Health Holding (Austria) B.V. Netherlands Animal Health Holding (Netherlands) B.V. Netherlands Animal Health Logistics LLC USA / Delaware Animal Healthcare Services Limited United Kingdom Animaly
February 28, 2022	EX-4.2	Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Covetrus, Inc. (?we,? ?our,? ?us,? or the ?Company?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share. The following description of our capital stoc
February 28, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Commission file number 001-38794 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 83-1448706 (State or other jurisdiction of incorporation or organization) (
February 24, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard
February 24, 2022	EX-99.1	Covetrus Announces Financial Results for Fourth Quarter and Full-Year of 2021 Exhibit 99.1 Covetrus Announces Financial Results for Fourth Quarter and Full-Year of 2021 ?Fourth quarter 2021 net sales of $1.12 billion, unchanged year-over-year; GAAP net loss attributable to Covetrus of $(3) million ?Non-GAAP organic net sales growth of 2% year-over-year ?Non-GAAP adjusted EBITDA increased 13% year-over-year to $63 million ?Full-year 2021 net sales of $4.58 billion, an increa
February 9, 2022	SC 13G/A	CVET / Covetrus Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Covetrus Inc. Title of Class of Securities: Common Stock CUSIP Number: 22304C100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule
February 4, 2022	SC 13G	CVET / Covetrus Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COVETRUS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 22304C100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule
January 12, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2022 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard I
January 12, 2022	EX-99.1	J.P. Morgan Healthcare Conference January 12, 2022 Presenters: Ben Wolin, President and CEO Matthew Foulston, EVP and CFO 2 Safe harbor provision and non-GAAP reconciliation Forward-Looking Statements This presentation contains certain statements tha EX-99.1 2 cvetjpmhealthcareconfere.htm EX-99.1 J.P. Morgan Healthcare Conference January 12, 2022 Presenters: Ben Wolin, President and CEO Matthew Foulston, EVP and CFO 2 Safe harbor provision and non-GAAP reconciliation Forward-Looking Statements This presentation contains certain statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and
November 4, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ☐ Transition Report pursuant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS, INC. (
November 4, 2021	EX-99.1	Covetrus Announces Financial Results for Third Quarter of 2021 EX-99.1 2 cvet2021930x991.htm EX-99.1 Exhibit 99.1 Covetrus Announces Financial Results for Third Quarter of 2021 •Third quarter GAAP net sales of $1.16 billion, an increase of 3% year-over-year; non-GAAP organic net sales increased 3% year-over-year •Third quarter GAAP net loss attributable to Covetrus of $(4) million versus GAAP net loss attributable to Covetrus of $(35) million in the prior yea
November 4, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard I
August 5, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Ind
August 5, 2021	EX-99.1	Covetrus Announces Financial Results for Second Quarter of 2021 EX-99.1 2 cvet20210630x991.htm EX-99.1 Exhibit 99.1 Covetrus Announces Financial Results for Second Quarter of 2021 •Second quarter GAAP net sales of $1.19 billion, an increase of 16% year-over-year; non-GAAP organic net sales increased 12% year-over-year •Second quarter GAAP net loss attributable to Covetrus of $31 million versus GAAP net income of $54 million in the prior year period; second qua
August 5, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ☐ Transition Report pursuant to S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS, INC. (Exact
August 5, 2021	EX-3.1	Second Amended and Restated Certificate of Incorporation of Covetrus, Inc. EX-3.1 2 cvet20210630xex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COVETRUS, INC. It is hereby certified that: 1. The present name of the corporation (the “Corporation”) is Covetrus, Inc. The name under which the Corporation was originally incorporated was HS Spinco, Inc., and the date of filing the original certificate of incorporation of the Corporation
July 23, 2021	EX-99.1	Covetrus Appoints New Chief Accounting Officer Drew Coxhead brings deep accounting experience to support Covetrus’ transformation EX-99.1 2 cvet20210723xexhibit991.htm EX-99.1 Exhibit 99.1 Covetrus Appoints New Chief Accounting Officer Drew Coxhead brings deep accounting experience to support Covetrus’ transformation PORTLAND, Maine (July 22, 2021) –– Covetrus® (NASDAQ: CVET), a global leader in animal-health technology and services, announced today that Drew Coxhead will be appointed as vice president, corporate controller
July 23, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 7/19/2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industri
June 28, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 6/28/2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industri
June 28, 2021	EX-99.1	1 EX-99.1 2 cvet20210628xexhibit991.htm EX-99.1 Exhibit 99.1 Covetrus Introduces New Roles and Leadership Within Its North America & Global Businesses New appointments bring expertise to further advance the Company's strategic plan, synchronize the Company's global capabilities and drive operational excellence. PORTLAND, Maine— (BUSINESS WIRE)— Covetrus® (NASDAQ: CVET), a global leader in animal-hea
May 18, 2021	EX-99.1	Covetrus Appoints Paul Fonteyne to its Board of Directors EX-99.1 2 cvet20210518xexhibit991.htm EX-99.1 Exhibit 99.1 Covetrus Appoints Paul Fonteyne to its Board of Directors Fonteyne, former CEO of Boehringer-Ingelheim USA, brings 30+ years of pharmaceutical and animal healthcare experience to the Covetrus board PORTLAND, Maine - May 18, 2021 - Covetrus® (NASDAQ: CVET), a global leader in animal-health technology and services, announced the appointment
May 18, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 5/14/2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industri
May 17, 2021	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 5/12/2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industri
May 6, 2021	EX-10.3	2021 Performance Stock Unit Agreement EXHIBIT 10.3 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN 2021 PERFORMANCE STOCK UNIT GRANT AGREEMENT This 2021 PERFORMANCE STOCK UNIT GRANT AGREEMENT (the ?Agreement?), dated as of (the ?Date of Grant?), is delivered by Covetrus, Inc. (the ?Company?) to the person to whom this Agreement is made pursuant to the terms of the Plan (the ?Participant?). RECITALS The Covetrus, Inc. 2019 Omni
May 6, 2021	EX-10.1	Amended and Restated Employment Agreement, effective as of May 4, 2021, by and between the Company and Michael Ellis EX-10.1 2 cvet20210331xex101.htm EX-10.1 EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on May 4, 2021 (the “Effective Date”) between Covetrus, Inc., a Delaware corporation (the “Company”) and Michael Ellis (the “Executive” and collectively with the Company, the “Parties”). All references herein to the Compan
May 6, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indust
May 6, 2021	EX-10.4	2021 Performance Stock Unit Agreement for Non-U.S. Participants EX-10.4 5 cvet20210331xex104.htm EX-10.4 EXHIBIT 10.4 Non-U.S. Form COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN 2021 PERFORMANCE STOCK UNIT GRANT AGREEMENT- This 2021 PERFORMANCE STOCK UNIT GRANT AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to the person to whom this Agreement is made pursuant to the terms of the Plan (t
May 6, 2021	EX-10.2	Amended Transformation Performance Stock Unit Agreement EX-10.2 3 cvet20210331xex102.htm EX-10.2 EXHIBIT 10.2 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN AMENDED TRANSFORMATION PERFORMANCE STOCK UNIT AGREEMENT This AMENDED TRANSFORMATION PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of, is delivered by Covetrus, Inc. (the “Company”) to the person to whom this Agreement is made pursuant to the terms of the Plan (the “Participa
May 6, 2021	EX-99.1	Covetrus Announces Financial Results for First Quarter of 2021 EX-99.1 2 cvet20210331x991.htm EX-99.1 Exhibit 99.1 Covetrus Announces Financial Results for First Quarter of 2021 •First quarter GAAP net sales of $1.10 billion, an increase of 3% year-over-year; non-GAAP organic net sales increased 4% year-over-year •First quarter GAAP net loss of $16 million versus a net loss of $33 million in the prior year period; first quarter non-GAAP adjusted net income of
May 6, 2021	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS, INC. (Exac
April 30, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 4/29/2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industri
April 1, 2021	DEF 14A	- DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) ? Defini
April 1, 2021	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) ? Defini
March 22, 2021	PRE 14A	- PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) ? Defini
March 1, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indu
March 1, 2021	EX-21.1	Subsidiaries of the Registrant EX-21.1 3 cvet20201231xex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Entity Name Country or State of Incorporation Abase Comércio e Representações Ltda Brazil ABIC Polska Sp z.o.o, Poland AH UK Animal Health (Pvt) Ltd United Kingdom Animal Health Holding (Austria) B.V. Netherlands Animal Health Holding (Netherlands) B.V. Netherlands Animal Health Logistics LLC USA / Delaware Animal Healthcar
March 1, 2021	EX-4.2	Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, Covetrus, Inc. (?we,? ?our,? ?us,? or the ?Company?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share. The following description of our capital stoc
March 1, 2021	EX-99.1	Covetrus Reports Fourth Quarter and Full-Year 2020 Financial Results Exhibit 99.1 Covetrus Reports Fourth Quarter and Full-Year 2020 Financial Results •Fourth quarter 2020 net sales of $1.1 billion, an increase of 11% year-over-year, and reported GAAP net loss of $4 million ◦Non-GAAP organic net sales increased 12% year-over-year ◦Non-GAAP adjusted EBITDA increased 19% year-over-year to $56 million ◦Non-GAAP adjusted net income increased 40% year-over-year to $28 m
March 1, 2021	10-K	Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission file number 001-38794 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 83-1448706 (State or other jurisdiction of incorporation or organization) (
February 10, 2021	SC 13G/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Covetrus Inc. Title of Class of Securities: Common Stock CUSIP Number: 22304C100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule
January 13, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard I
January 13, 2021	EX-99.1	J.P. Morgan Healthcare Conference January 13, 2021 Presenters: Ben Wolin, President and CEO Matthew Foulston, EVP and CFO Exhibit 99.1 2 Safe harbor provision and non-GAAP reconciliation Forward-Looking Statements This presentation contains certain s cvetjpmhealthcareconfere J.P. Morgan Healthcare Conference January 13, 2021 Presenters: Ben Wolin, President and CEO Matthew Foulston, EVP and CFO Exhibit 99.1 2 Safe harbor provision and non-GAAP reconciliation Forward-Looking Statements This presentation contains certain statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 2
November 20, 2020	SC 13D/A	CVET / COVETRUS, INC. / CD&R VFC Holdings L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Covetrus, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 22304C100 (CUSIP Number) CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC Attention: Theresa A. Gore 375 Park Avenue New York NY 10152 (212) 40
November 20, 2020	EX-99.7	JOINT FILING AGREEMENT EX-99.7 2 d27859dex997.htm EX-99.7 EXHIBIT 99.7 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: November 20, 2020 CD&R VFC HOLDINGS, L.P. By: CD&R Investment Ass
November 18, 2020	8-K	Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 11/17/2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Industr
November 10, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard
November 10, 2020	EX-99.1	Covetrus Announces Financial Results for Third Quarter of 2020 Exhibit 99.1 Covetrus Announces Financial Results for Third Quarter of 2020 •Third quarter GAAP net sales of $1.13 billion, an increase of 11% year-over-year; non-GAAP organic net sales increased 12% year-over-year •Third quarter GAAP net loss of $35 million; third quarter non-GAAP adjusted net income of $30 million, an increase of 58% year-over-year •Third quarter non-GAAP adjusted EBITDA of $59
November 10, 2020	EX-10.1	Amended and Restated Employment Agreement, effective as of November 9, 2020, by and between the Company and Dustin Finer Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on November 9, 2020 by and between Covetrus, Inc., a Delaware corporation (the “Company”) and Dustin Finer (the “Executive” and collectively with the Company, the “Parties”), and shall be effective as of November 1, 2019 (the “Effective Date”). All references her
November 10, 2020	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVET
November 9, 2020	DEFA14A	- DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro
October 26, 2020	DEF 14A	- DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro
October 16, 2020	PRE 14A	- PRE 14A PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro
September 9, 2020	8-K	Regulation FD Disclosure - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2020 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard
August 11, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard In
August 11, 2020	EX-99.1	Covetrus Announces Financial Results for Second Quarter of 2020 Exhibit 99.1 Covetrus Announces Financial Results for Second Quarter of 2020 •Second quarter GAAP net sales of $1.03 billion, an increase of 2% year-over-year; non-GAAP organic net sales increased 5% year-over-year •Second quarter GAAP net income of $54 million, including a $70 million after-tax gain on sale of scil animal care, as compared to a GAAP net loss of $10 million in the prior year perio
August 11, 2020	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS,
June 25, 2020	EX-99.1	Covetrus Declares Dividend on Perpetual Convertible Preferred Stock Exhibit 99.1 Covetrus Declares Dividend on Perpetual Convertible Preferred Stock PORTLAND, Maine - June 25, 2020 - Covetrus™ (NASDAQ: CVET), a global leader in animal-health technology and services, announced today its board of directors has declared a quarterly cash dividend to holders of its 7.50% Series A Convertible Preferred Stock of $8.653846 per share payable on June 30, 2020 to holders of
June 25, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indu
June 11, 2020	EX-99.1	Covetrus Appoints Sandi Peterson to its Board of Directors Peterson, who currently serves as an operating partner at Clayton, Dubilier & Rice, brings a wealth of global healthcare and consumer experience to the company’s board Exhibit 99.1 Covetrus Appoints Sandi Peterson to its Board of Directors Peterson, who currently serves as an operating partner at Clayton, Dubilier & Rice, brings a wealth of global healthcare and consumer experience to the company’s board PORTLAND, Maine - June 11, 2020 - Covetrus™ (NASDAQ: CVET), a global leader in animal-health technology and services, announced today that Sandra E. Peterson ha
June 11, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indu
June 9, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indus
June 3, 2020	EX-10.1	Employment Agreement, effective as of June 1, 2020, by and between the Company and Matthew Foulston Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on May 11, 2020 between Covetrus, Inc., a Delaware corporation (the “Company”) and Matthew Foulston (the “Executive” and collectively with the Company, the “Parties”), and shall be effective as of June 1, 2020 (the “Effective Date”). All references herein to the Company shall include the Company’s subsid
June 3, 2020	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Prim
May 26, 2020	CORRESP	- May 26, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Mail Stop 3030 Washington, D.
May 20, 2020	SC 13D/A	CVET / COVETRUS, INC. / Cd&r Vfc Holdings L.p. - SC 13D/AMENDMENT #2 Activist Investment SC 13D/Amendment #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 20, 2020	EX-99.5	JOINT FILING AGREEMENT EX-99.5 EXHIBIT 99.5 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: May 20, 2020 CD&R VFC HOLDINGS, L.P. By: CD&R Investment Associates IX, Ltd., its general pa
May 19, 2020	EX-10.1	Registration Rights Agreement, dated as of May 19, 2020, by and between Covetrus, Inc. and CD&R VFC Holdings, L.P. EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT by and among COVETRUS, INC. and THE INVESTOR LISTED ON THE SIGNATURE PAGES HERETO Dated as of May 19, 2020 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration Section 1.1 Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amendments 2 Section 1.
May 19, 2020	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2020 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Stand
May 19, 2020	EX-3.1	Certificate of Designations Classifying Series A Convertible Preferred Stock EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK PAR VALUE $0.01 OF COVETRUS, INC. On May 19, 2020, the Board of Directors of Covetrus, Inc., a Delaware corporation (the “Company”), adopted the following resolution designating and creating, out of the authorized and unissued shares of preferred stock of the Company, 250,000 authorized sh
May 14, 2020	EX-99.1	Covetrus Announces Financial Results for First Quarter of 2020 EX-99.1 2 cvet20200331x991.htm EXHIBIT 99.1 Exhibit 99.1 Covetrus Announces Financial Results for First Quarter of 2020 • First quarter GAAP net sales of $1.07 billion, an increase of 13% year-over-year; non-GAAP pro forma organic net sales increased 10% year-over-year • First quarter GAAP net loss of $33 million as compared to a GAAP net loss of $13 million in the prior year period; first quarter
May 14, 2020	EX-99.2	Covetrus Announces New Members to its Senior Leadership Team Three new hires bring depth and expertise to drive the Company’s strategic plan Exhibit 99.2 Covetrus Announces New Members to its Senior Leadership Team Three new hires bring depth and expertise to drive the Company’s strategic plan PORTLAND, Maine. May 14, 2020 — Covetrus (Nasdaq: CVET), a global leader in animal-health technology and services, today announced three additions to its senior leadership team, including global chief financial officer, president of its North Ame
May 14, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indus
May 14, 2020	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS,
May 4, 2020	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indust
May 1, 2020	EX-10.1	Investment Agreement, dated as of April 30, 2020, between Covetrus, Inc. and CD&R VFC Holdings, L.P. EX-10.1 2 d908979dex101.htm EX-10.1 Exhibit 10.1 Execution Version INVESTMENT AGREEMENT by and between COVETRUS, INC. and CD&R VFC HOLDINGS, L.P. Dated as of April 30, 2020 TABLE OF CONTENTS Page Article I Definitions Section 1.01 Definitions 1 Article II Purchase and Sale Section 2.01 Purchase and Sale 8 Section 2.02 Closing 8 Article III Representations and Warranties of the Company Section 3.01
May 1, 2020	EX-99.1	Covetrus Announces a $250 Million Convertible Preferred Equity Investment by Clayton, Dubilier & Rice Strengthened financial profile provides additional resources to execute Covetrus’ strategic growth objectives while navigating COVID-19 pandemic EX-99.1 3 d908979dex991.htm EX-99.1 Exhibit 99.1 Covetrus Announces a $250 Million Convertible Preferred Equity Investment by Clayton, Dubilier & Rice Strengthened financial profile provides additional resources to execute Covetrus’ strategic growth objectives while navigating COVID-19 pandemic PORTLAND, Maine (April 30, 2020) — Covetrus (NASDAQ: CVET), a global leader in animal-health technology
May 1, 2020	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2020 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Sta
May 1, 2020	EX-99.3	JOINT FILING AGREEMENT EX-99.3 2 d919424dex993.htm EX-99.3 EXHIBIT 99.3 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: May 1, 2020 CD&R VFC HOLDINGS, L.P. By: CD&R Investment Associat
May 1, 2020	SC 13D/A	CVET / COVETRUS, INC. / Cd&r Vfc Holdings L.p. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Covetrus, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 22304C100 (CUSIP Number) CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC Attention: Theresa A. Gore 375 Park Avenue New York NY 10152 (212) 40
April 22, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Ind
April 22, 2020	EX-99.1	Covetrus Previews Preliminary Financial Results for the First Quarter of 2020, Provides Business and Operational Update Regarding COVID-19 Pandemic EX-99.1 2 cvet20200331x991xpre-rele.htm EXHIBIT 99.1 Exhibit 99.1 Covetrus Previews Preliminary Financial Results for the First Quarter of 2020, Provides Business and Operational Update Regarding COVID-19 Pandemic • Operationally, all of the company's distribution centers and pharmacies currently remain open, as veterinary medicine has been deemed an essential service in most geographies around th
April 6, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indu
April 3, 2020	DEF 14A	CVET / COVETRUS, INC. DEF 14A - - DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 3, 2020	DEFA14A	CVET / COVETRUS, INC. DEFA14A - - DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
April 1, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indu
April 1, 2020	EX-99.1	Covetrus® Completes Sale of scil animal care to Heska Exhibit 99.1 Covetrus® Completes Sale of scil animal care to Heska PORTLAND, Maine (April 1, 2020) - Covetrus (NASDAQ: CVET), a global leader in animal-health technology and services, today announced that it has completed the sale of its scil animal care business (“scil”) to Heska Corporation (“Heska”) (NASDAQ: HSKA). The transaction closed under an amended purchase agreement which reduced the tot
March 24, 2020	EX-10.1	Employment Agreement, dated as of March 30, 2020, by and between Covetrus, Inc. and Benjamin Wolin Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 20, 2020 (the “Effective Date”), between Covetrus, Inc., a Delaware corporation (the “Company”) and Benjamin Wolin (the “Executive” and collectively with the Company, the “Parties”). All references herein to the Company shall include the Company's subsidiaries, where applicable. WHEREAS, the Par
March 24, 2020	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Pr
March 12, 2020	EX-99.1	Covetrus Announces David E. Shaw Will Not Seek Re-election to the Company’s Board Sharon Wienbar Nominated to Board of Directors Exhibit 99.1 Covetrus Announces David E. Shaw Will Not Seek Re-election to the Company’s Board Sharon Wienbar Nominated to Board of Directors PORTLAND, Maine - March 12, 2020 - Covetrus™ (NASDAQ: CVET), a global leader in animal-health technology and services, today announced that David E. Shaw has informed the company that he will not stand for re-election at the company’s annual meeting of stock
March 12, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Ind
March 3, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indu
March 3, 2020	EX-10.31	First Amendment, dated as of February 27, 2020, to the Credit Agreement dated as of February 7, 2019, by and among Vet Intermediate Holdco II, LLC, JP Morgan Chase Bank, N.A., and the several banks and other financial institutions from time to time Exhibit 10.31 EXECUTION VERSION FIRST AMENDMENT FIRST AMENDMENT, dated as of February 27, 2020 (this “Amendment”), to the Credit Agreement, dated as of February 7, 2019 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Vet Intermediate Holdco II, LLC, a Delaware limited liability company (the “Borrower”), the s
March 3, 2020	10-K	Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38794 COVETRUS, INC. (Exact name
March 3, 2020	EX-4.2	Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Covetrus, Inc. (“we,” “our,” “us,” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.01 per share The following description of our capital stock
March 3, 2020	EX-99.1	Covetrus Names Benjamin Wolin Chief Executive Officer, Announces Fourth Quarter and Full Year 2019 Financial Results Exhibit 99.1 Covetrus Names Benjamin Wolin Chief Executive Officer, Announces Fourth Quarter and Full Year 2019 Financial Results • Board of directors announces acting chief executive officer Benjamin Wolin to serve as president and CEO • Fourth quarter net sales of $1.0 billion, an increase of 12% year-over-year; non-GAAP pro forma organic net sales increased 4% year-over-year • Fourth quarter ne
March 3, 2020	EX-21.1	Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of incorporation or organization Butler Animal Health Supply, LLC (d.b.a. Butler Schein Animal Health Supply) Delaware Butler Animal Health Holding Company, LLC1 Delaware W.A. Butler Company2 Delaware Henry Schein Animal Health Holdings Limited3 United Kingdom Henry Schein Veterinary Solutions Pty Ltd Australia Entity Name Country or State
February 20, 2020	EX-10.1	Separation and Release Agreement, effective as of February 13, 2020, by and between the Company and David Christopher Dollar Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT PERSONAL & CONFIDENTIAL November 29, 2019 Chris Dollar RE: Separation Agreement and Release Dear Chris: This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Covetrus, Inc. and each of its parents, subsidiaries and affiliates (the “Company”). Y
February 20, 2020	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation)
February 11, 2020	SC 13G	CVET / COVETRUS, INC. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Covetrus Inc Title of Class of Securities: Common Stock CUSIP Number: 22304C100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1
January 21, 2020	EX-10.1	Form of Performance Stock Unit Agreement Exhibit 10.1 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN TRANSFORMATION PERFORMANCE STOCK UNIT This TRANSFORMATION PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of
January 21, 2020	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (
January 21, 2020	EX-10.2	Form of Performance Stock Unit Agreement for Non-U.S. Participants Exhibit 10.2 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN TRANSFORMATION PERFORMANCE STOCK UNIT This TRANSFORMATION PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of
January 21, 2020	EX-10.1	Separation and Release Agreement, dated as of January 15, 2020, by and between Covetrus, Inc. and Christine T. Komola EX-10.1 2 ex10120200115.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT PERSONAL & CONFIDENTIAL January 15, 2020 Christine T. Komola via email RE: Separation Agreement and Release Dear Christine: This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Covetrus, Inc. and each o
January 21, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard I
January 14, 2020	EX-99.1	Covetrus Enters into Definitive Agreement to Divest scil animal care to Heska Exhibit 99.1 Covetrus Enters into Definitive Agreement to Divest scil animal care to Heska PORTLAND, Maine (January 14, 2020) - Covetrus (NASDAQ: CVET), a global leader in animal-health technology and services, today announced that it has entered into a definitive agreement to sell its scil animal care business (“scil”) to Heska Corporation (“Heska”) (NASDAQ: HSKA) for a purchase price of $125 mil
January 14, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2020 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard I
December 16, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2019 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commissi
December 16, 2019	EX-99.1	Covetrus Announces Leadership Changes, Reaffirms 2019 Financial Guidance Stuart Gleichenhaus to serve as interim Chief Financial Officer, search for permanent replacement currently underway; Dustin Finer appointed as Chief Administrative Officer EX-99.1 Exhibit 99.1 Covetrus Announces Leadership Changes, Reaffirms 2019 Financial Guidance Stuart Gleichenhaus to serve as interim Chief Financial Officer, search for permanent replacement currently underway; Dustin Finer appointed as Chief Administrative Officer PORTLAND, Maine (December 16, 2019) — Covetrus™ (NASDAQ: CVET), a global leader in animal-health technology and services, today annou
November 13, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2019 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard
November 12, 2019	424B3	PROSPECTUS SUPPLEMENT NO. 3 DATED NOVEMBER 12, 2019 (To Prospectus Dated February 11, 2019) COVETRUS, INC. Prospectus Supplement filed under Rule 424(b)(3) in connection with Registration No.
November 12, 2019	10-Q	CVET / COVETRUS, INC. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVET
November 12, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2019 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard
November 12, 2019	EX-99.1	Covetrus Announces Financial Results for Third Quarter of 2019 Exhibit 99.1 Covetrus Announces Financial Results for Third Quarter of 2019 • GAAP net sales of $1.0 billion, an increase of 10% year-over-year; non-GAAP pro forma organic net sales increased 5% year-over-year • Net loss of $906 million, including a non-cash goodwill impairment charge of $939 million; non-GAAP adjusted net income of $19 million, a decline of 10% year-over-year on a pro forma basis
November 4, 2019	EX-10.1	Employment Agreement, dated as of October 29, 2019, by and between Covetrus, Inc. and Benjamin Wolin Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on October 29, 2019 and effective as of October 21, 2019 (the “Effective Date”), between Covetrus, Inc., a Delaware corporation (the “Company”) and Benjamin Wolin (the “Executive” and collectively with the Company, the “Parties”). All references herein to the Company shall include the Company’s subsidiar
November 4, 2019	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2019 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (
October 22, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2019 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commissio
October 22, 2019	EX-99.1	Covetrus Announces CEO and Chairman Transition Benjamin Shaw steps down as CEO and president and will serve as a strategic advisor to the board of Covetrus. Board chair Wolin to assume role as acting CEO and president, lead independent director Laska EX-99.1 3 d822829dex991.htm EX-99.1 Exhibit 99.1 Covetrus Announces CEO and Chairman Transition Benjamin Shaw steps down as CEO and president and will serve as a strategic advisor to the board of Covetrus. Board chair Wolin to assume role as acting CEO and president, lead independent director Laskawy to serve as board chair. PORTLAND, Maine, October 22, 2019 – Covetrus (NASDAQ: CVET), a global lea
October 22, 2019	EX-10.1	Separation and Release Agreement, dated October 21, 2019, by and between the Company and Benjamin Shaw EX-10.1 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement”) is entered into as of the date set forth on the signature page below (the “Execution Date”), by and between Benjamin Shaw (“you”) and Covetrus, Inc. (the “Company”, and together with you, the “Parties”). WHEREAS, you and the Company are parties to that certain Employment Agreement made an
September 4, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2019 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard
September 4, 2019	EX-99	Covetrus Announces Board Chair Succession Independent Director Benjamin Wolin Assumes Board Chair Role Exhibit 99.1 Covetrus Announces Board Chair Succession Independent Director Benjamin Wolin Assumes Board Chair Role PORTLAND, Maine (September 4, 2019) - Covetrus (NASDAQ: CVET), a global leader in animal-health technology and services, today announced the appointment of Benjamin Wolin as chair of its board of directors effective September 4, 2019. Wolin succeeds David Evans Shaw, who will continu
August 13, 2019	424B3	PROSPECTUS SUPPLEMENT NO. 2 DATED AUGUST 13, 2019 (To Prospectus Dated February 11, 2019) COVETRUS, INC. Prospectus Supplement filed under Rule 424(b)(3) in connection with Registration No.
August 13, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2019 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard In
August 13, 2019	EX-99.1	Covetrus Announces Financial Results for Second Quarter of 2019 Exhibit 99.1 Covetrus Announces Financial Results for Second Quarter of 2019 • Net sales of $1,009 million, relatively flat year-over-year, non-GAAP pro forma organic net sales declined 1% year-over-year • In North America, net sales of $552 million, or a 6% increase year-over-year; prescription management platform net sales growth of 46% year-over-year and 22% sequentially; ended Q2 with more tha
August 13, 2019	10-Q	CVET / COVETRUS, INC. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-38794 COVETRUS,
June 7, 2019	10-Q/A	CVET / COVETRUS, INC. 10-Q/A - Quarterly Report - 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 1 (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001
May 16, 2019	424B3	PROSPECTUS SUPPLEMENT NO. 1 DATED MAY 16, 2019 (To Prospectus Dated February 11, 2019) COVETRUS, INC. Prospectus Supplement filed under Rule 424(b)(3) in connection with Registration No.
May 16, 2019	NT 10-Q	CVET / COVETRUS, INC. NT 10-Q NT 10-Q NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38794 CUSIP Number: 22304C100 (Check one) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K
May 16, 2019	10-Q	CVET / COVETRUS, INC. 10-Q Quarterly Report 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 or o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0
May 15, 2019	EX-99.1	Covetrus Announces Financial Results for First Quarter of 2019 EX-99.1 Exhibit 99.1 Covetrus Announces Financial Results for First Quarter of 2019 • The launch of Covetrus creates a new global market leader in technology and services in animal health to drive new health and financial outcomes for veterinarians and their clients • Revenue of $941 million down 1% year-over-year, non-GAAP pro forma revenue of $965 million up 3% year-over-year on an organic basis
May 15, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2019 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commission Fi
May 7, 2019	EX-99.1	UNAUDITED SUPPLEMENTAL PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED SUPPLEMENTAL PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following is being furnished to make available certain quarterly pro forma financial information. Covetrus, Inc. ("Covetrus") believes that this information could be helpful in understanding the recent historical performance of the component organizations of Covetrus and assessing the underlying trends and s
May 7, 2019	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 COVETRUS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Primary Standard Indust
May 7, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2019 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commission File Number)
March 29, 2019	EX-10.12	Covetrus 2019 Omnibus Incentive Compensation Plan, and forms of agreement thereunder EX-10.12 Exhibit 10.12 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN Effective as of the Effective Date (as defined below), the Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) is hereby established. The purpose of the Plan is to provide employees of Covetrus, Inc. (the “Company”) and its subsidiaries, certain consultants and advisors who perform services for the Comp
March 29, 2019	10-K	CVET / COVETRUS, INC. 10-K (Annual Report) 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 28, 2019	EX-99.1	Covetrus Announces Appointment of Matthew Leonard as Executive Vice President, President North America and Global Supply Chain Officer EX-99.1 Exhibit 99.1 Covetrus Announces Appointment of Matthew Leonard as Executive Vice President, President North America and Global Supply Chain Officer Leonard Brings Significant Expertise in Technology, Procurement and Supply Chain PORTLAND, MAINE, March 26, 2019 — Covetrus (NASDAQ: CVET), global leader in animal-health technology and services, announced today that Matthew Leonard has been na
March 28, 2019	8-K	Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2019 COVETRUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commission
March 5, 2019	EX-10.6	Form of Restricted Stock Unit Agreement for Non-Employee Directors EX-10.6 Exhibit 10.6 Non-Employee Director Form COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for
March 5, 2019	EX-10.5	Form of Restricted Stock Grant Agreement EX-10.5 Exhibit 10.5 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of restricted stock with r
March 5, 2019	EX-10.3	Form of Nonqualified Stock Option Grant Agreement EX-10.3 Exhibit 10.3 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENT This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for the gr
March 5, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2019 Covetrus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commissi
March 5, 2019	EX-10.7	Non-Employee Director Compensation Policy of Covetrus, Inc. EX-10.7 Exhibit 10.7 Covetrus, Inc. Non-Employee Director Compensation Policy Non-Employee Directors (as defined in the Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan, as it may be amended and restated from time to time (the “Plan”)) of Covetrus, Inc., a Delaware corporation (the “Company”), shall be eligible to receive cash and/or equity compensation as set forth in this Non-Employee Dir
March 5, 2019	EX-10.4	Form of Restricted Stock Unit Agreement for Non-U.S. Participants EX-10.4 Exhibit 10.4 Non-U.S. COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of rest
March 5, 2019	EX-10.2	Form of Incentive Stock Option Grant Agreement EX-10.2 Exhibit 10.2 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION GRANT AGREEMENT This INCENTIVE STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of
March 5, 2019	EX-10.1	Form of Restricted Stock Unit Agreement EX-10.1 Exhibit 10.1 COVETRUS, INC. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Covetrus, Inc. (the “Company”) to [•] (the “Participant”). RECITALS The Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of restricted st
February 20, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2019 Covetrus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38794 83-1448706 (State or other jurisdiction of incorporation) (Commissi
February 13, 2019	424B3	Covetrus, Inc. 11,008,129 Shares of Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-229559 PROSPECTUS Covetrus, Inc. 11,008,129 Shares of Common Stock This prospectus relates to the resale of up to an aggregate of 11,008,129 shares of our common stock, $0.01 par value per share, by the selling stockholders identified in this prospectus who acquired the securities in a private placement pursuant to that
February 11, 2019	EX-99.2	VOTING AND SUPPORT AGREEMENT EX-99.2 3 d720419dex992.htm EX-99.2 Exhibit 99. 2 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of April 22, 2018 by and among Henry Schein, Inc., a Delaware corporation (“Harbor”), Direct Vet Marketing, Inc., a Delaware corporation (“Voyager”) and each shareholder of Voyager listed on a signature page hereto (each,
February 11, 2019	SC 13D	CVET / COVETRUS, INC. / Cd&r Vfc Holdings L.p. - SCHEDULE 13D Activist Investment Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Covetrus, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 22304C100 (CUSIP Number) CD&R VFC Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC Attention: Theresa A. Gore 375 Park Ave, New York NY 10152 (212) 4
February 11, 2019	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d720419dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: February 11, 2019 CD&R VFC HOLDINGS, L.P. By: CD&R Investment As
February 8, 2019	CORRESP	CVET / COVETRUS, INC. SEC Acceleration Request Covetrus, Inc. 7 Custom House Street Portland, ME 04101 February 8, 2019 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: John Reynolds Assistant Director Re: Covetrus, Inc. Registration Statement on Form S-1 (Registration No. 333-229559) Ladies and Gentlemen: I
February 7, 2019	EX-21.1	List of Subsidiaries EX-21.1 Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of incorporation or organization Butler Animal Health Supply, LLC (d.b.a. Butler Schein Animal Health Supply) Delaware Butler Animal Health Holding Company, LLC1 Delaware W.A. Butler Company2 Delaware Henry Schein Animal Health Holdings Limited3 United Kingdom Henry Schein Veterinary Solutions Pty Ltd Australia Entity Name Country o
February 7, 2019	S-1	CVET / COVETRUS, INC. FORM S-1 Form S-1 Table of Contents As filed with the Securities and Exchange Commission on February 7, 2019 Registration No.
February 7, 2019	S-8	CVET / COVETRUS, INC. S-8 S-8 As filed with the Securities and Exchange Commission on February 7, 2019 Registration No.
February 7, 2019	EX-10.11	Employment Agreement, dated as of February 7, 2019, by and between Covetrus, Inc. and David Christopher Dollar EX-10.11 Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 7, 2019, (the “Effective Date”) between Covetrus, Inc., a Delaware corporation (the “Company”) and David Christopher Dollar (the “Executive” and collectively with the Company, the “Parties”). All references herein to the Company shall include the Company’s subsidiaries, where applic
February 7, 2019	EX-10.5	Letter Agreement to Transition Services Agreement, dated as of February 7, 2019, by and between Covetrus, Inc. and Henry Schein, Inc. EX-10.5 8 d701454dex105.htm EX-10.5 Exhibit 10.5 HENRY SCHEIN, INC. 135 Duryea Road Melville, NY 11747 February 7, 2019 Covetrus, Inc. 7 Custom House Street, Suite 2 Portland, ME 04101 Attn: General Counsel ([email protected]) With copy to: Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726 Attn: Mark Stein ([email protected]) Re: Transition Services Agree
February 7, 2019	EX-10.9	Employment Agreement, dated as of February 7, 2019, by and between Covetrus, Inc. and Christine Komola EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 7, 2019, (the “Effective Date) between Covetrus, Inc., a Delaware corporation (the “Company”) and Christine Komola (the “Executive” and collectively with the Company, the “Parties”). All references herein to the Company shall include the Company’s subsidiaries, where applicable. WHERE
February 7, 2019	EX-3.1	Amended and Restated Certificate of Incorporation of Covetrus, Inc. EX-3.1 Exhibit 3.1 EXECUTION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COVETRUS, INC. It is hereby certified that: 1. The present name of the corporation (the “Corporation”) is Covetrus, Inc. The name under which the Corporation was originally incorporated was HS Spinco, Inc., and the date of filing the original certificate of incorporation of the Corporation with the Secretary of State

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