Exhibit (c)(6)
Project Green Discussion Materials December 18, 2024
Disclaimer and Confidentiality Statement Lincoln International LLC (“Lincoln”,
“us”, or “we”) has been retained by the special committee (the “Special Committee”) of the board of directors (the “Board”) of NeueHealth, Inc. (collectively with its subsidiaries and affiliates, the “Company”) to act as its financial advisor
in connection with a possible Transaction (as defined herein). These discussion materials (the “Materials”) were provided to, and solely for the information of, the Special Committee by Lincoln in connection with its consideration of a
Transaction. The Materials are incomplete without reference to and should be considered in conjunction with any supplemental information provided by and discussions held with Lincoln in connection therewith. Any defined terms used herein shall
have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere. The Materials are for discussion purposes only. Lincoln expressly disclaims any and all liability which may be based on these
Materials and any errors therein or omissions therefrom. The Materials were prepared for specific persons familiar with the business and affairs of the Company and the Special Committee for use in a specific context and were not prepared with
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responsibility for the use of the Materials by persons other than the Special Committee. The Materials are being provided on a confidential basis solely for the information of the Special Committee, other than as described in the engagement
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Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials. The Materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that
may be required to do so. The Materials do not address the underlying business decision of the Special Committee, the Company or any other party to approve, make any elections with respect to, proceed with or effect the Transaction. The
Materials do not constitute an opinion, nor do the Materials or any opinion rendered by Lincoln constitute a recommendation to the Special Committee, the Company, any security holder of the Company, or any other party as to how to vote or act
with respect to any matter relating to the Transaction or otherwise.. The Materials may not reflect information known to other professionals in other business areas of Lincoln and its affiliates. The preparation of the Materials was a complex
process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative, and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances
presented. Furthermore, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical
technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the Materials must be considered as a whole. Selecting
portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The Materials reflect judgments and assumptions with regard to industry performance, general
business, economic, regulatory, market, financial conditions, and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the Materials are not necessarily indicative of
actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses, or securities do not purport to be appraisals or to reflect the prices at
which any assets, businesses, or securities may actually be sold. 2
Disclaimer and Confidentiality Statement (cont’d) The Materials do not constitute
a fairness opinion, solvency opinion, valuation opinion, credit rating, an analysis of the Company’s credit worthiness, tax advice, or accounting advice. The Materials do not address any other terms, aspects, or implications of the Transaction,
or any agreements, arrangements, or understandings entered into in connection with the Transaction or otherwise. Furthermore, the Materials do not address the fairness of any portion or aspect of the Transaction to any party. In preparing the
Materials, Lincoln has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or otherwise) of the Company or any other party. No company utilized in our
selected public companies analysis is directly comparable to the Company. Except as otherwise noted in the Materials, all budgets, projections, estimates, financial analyses, reports, and other information with respect to operations (including
estimates of potential cost savings and expenses) reflected in the Materials have been prepared by the Company or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources,
which involve numerous and significant subjective determinations made by management of the Company (“Management”) and/or which Management has reviewed and found reasonable. Any budgets, projections and estimates contained in the Materials may
or may not be achieved and differences between projected results and those actually achieved may be material. Lincoln has relied upon representations made by the Company that any budgets, projections or estimates contained herein have been
reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of Management (or, with respect to information obtained from public sources, represent reasonable estimates), and Lincoln expresses no
opinion with respect to such budgets, projections, or estimates or the assumptions on which they are based. Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or
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further relied upon the assurances of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Lincoln has relied upon and assumed, without independent
verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows, or prospects of the Company or any other participant in the Transaction since the respective dates of the
most recent information, financial or otherwise, provided to, discussed with or reviewed by Lincoln that would be material to its analyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material
respect from such draft documents. The Materials do not constitute a commitment by Lincoln or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. Lincoln
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compensation. As of the date hereof, Lincoln has not provided and is not currently providing any other services to the Company or New Enterprise Associates, Inc. and its affiliated funds (“NEA”). Although Lincoln may in the future acquire
information about one or more Interested Party or the Transaction, or that otherwise may be of interest to the Company or the Special Committee, Lincoln shall have no obligation to, and may not be contractually permitted to, disclose such
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investment banking and financial services and, in that regard, we and our affiliates may in the future provide, investment banking and other financial services to the Company, for which we and our affiliates would expect to receive
compensation. In the prior two years, Lincoln has not received any fees from the Company or NEA. THESE MATERIALS ARE NOT INTENDED TO REPRESENT NOR DO THEY REPRESENT AN OPINION BY LINCOLN. 3
Table of Contents Section 1 Executive Summary 5 Section 2 Valuation
Analysis 10 Appendix A Supplemental Analysis and Detail 18
Executive Summary Section 1
Executive Summary Engagement Overview and Transaction Engagement Overview The
Special Committee has requested that Lincoln render an opinion (the “Opinion”) as to whether the Per Share Merger Consideration (as defined below) to be received in the Merger (as defined in the Merger Agreement, as defined herein) by the
Public Stockholders (as defined in the Merger Agreement) in respect of the shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) held thereby, other than any Excluded Shares (as defined in the Merger
Agreement) and any Dissenting Shares (as defined in the Merger Agreement), is fair, from a financial point of view, to the Public Stockholders. Transaction We understand that the Company proposes to enter into an Agreement and Plan of Merger
(the “Merger Agreement”) with NH Holdings 2025, Inc., a Delaware corporation ("Parent"), and NH Holdings Acquisition 2025, Inc, a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will be merged with and
into the Company (which transaction constitutes the Merger), with the Company surviving the Merger. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. As more fully
described in the Merger Agreement, Lincoln understands that, pursuant to the Merger Agreement, as a result of the Merger, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (as defined in
the Merger Agreement) (other than any Excluded Shares and any Dissenting Shares) shall automatically be converted into the right to receive an amount in cash equal to $7.33, without interest (the “Per Share Merger Consideration”). Further, in
connection with the Merger and as more fully described in the Merger Agreement, (i) certain stockholders of the Company will roll over their shares of capital stock of the Company pursuant to the Rollover Agreements to be entered into with
Ultimate Parent in exchange for certain equity interests of Ultimate Parent; and (ii) certain investors will agree to provide equity financing pursuant to the Equity Commitment Letter and to guarantee the payment of the liabilities and
obligations of Parent and Merger Sub under the Merger Agreement pursuant to the Limited Guaranty. 6
$0.98 $1.98 $0.00 $3.90 $5.17 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 Executive
Summary Valuation Analysis Summary Key Valuation Metrics WACC range of 23.0% to 25.0% Terminal Growth Rate of 7.50% Terminal Adjusted EBITDA Margin of 7.50% 13.0x to 15.0x 2025P EBITDA of $75 million 5.5x to 6.5x 2026P EBITDA of $179
million Liquidation Preference of Series A and Series B Preferred Stock exceeds Aggregate Equity Value Methodology Discounted Cash Flow Analysis Selected Public Companies Analysis Intrinsic Value Estimated Value Per Share of Company
Common Stock Per Share Merger Consideration $7.33 Note: Above figures from financial projections were provided by Management 7
Executive Summary Valuation Analysis Summary Source: Company Management Present
value of estimated tax savings related to $2.6 billion in federal NOLs and $3.7 billion in state NOLs As of September 30, 2024 Pro forma for $30 million payment to acquire remaining interest in Centrum (the “Centrum Transaction”) Note
associated with the Centrum Transaction Owed to Centrum P-Unit holders $100 million projected to be received in November 2024. $10 million projected to be received in June 2025 Present value of projected March 2025 and September 2026
settlement payment to CMS net of statutory capital and surplus Primarily reflects obligations resulting from Babylon Health's bankruptcy Includes various non-operating assets, non-operating liabilities and one-time items Present value of
projected after-tax income attributable to PMA noncontrolling interest DCF Analysis Selected Public Companies Analysis Low High Low High Indicated Enterprise Value Range (Before NOLs, Rounded) $1,060 - $1,195 $985 - $1,150 Present
Value of NOL Tax Benefits (1) 170 - 185 170 - 185 Concluded Enterprise Value Range $1,230 - $1,380 $1,155 - $1,335 Cash and Cash Equivalents (2) (3) 80 - 80 80 - 80 Short-Term Investments (2) 9 - 9 9 - 9 NEA Term Loan
(2) (99) - (99) (99) - (99) Hercules Term Loan (2) (30) - (30) (30) - (30) RRD Healthcare, LLC Note (4) (64) - (64) (64) - (64) P-Unit Liability (5) (8) - (8) (8) - (8) Expected Remaining Net Proceeds from Molina (6) 110 -
110 110 - 110 CMS Settlement Payment (7) (215) - (215) (215) - (215) DCE Deficit Adjustment (8) (47) - (47) (47) - (47) Other Items (9) (14) - (14) (14) - (14) Estimated Value of PMA Noncontrolling Interest (10) (102) -
(116) (102) - (116) Equity Value Available to Holders of Preferred Stock and Company Common Stock $849 - $986 $774 - $941 Implied Concluded Enterprise Value Multiples (Including NOL Tax Benefits) 2025P EBITDA $75 16.3x -
18.3x 15.3x - 17.7x 2026P EBITDA 179 6.9x - 7.7x 6.4x - 7.5x 2024E Revenue 940 1.31x - 1.47x 1.23x - 1.42x Valuation Analysis Summary ($ in millions) 8
Executive Summary Valuation Analysis Summary – Company Common Stock As of
September 30, 2024 Provided by Management. See Appendix A for detail The intrinsic value calculation below allocates the equity value available to holders of preferred stock and Company Common Stock, first to the Series A Preferred Stock and
Series B Preferred Stock, on a pari passu basis, and second to the Company Common Stock, after the liquidation preference of the Series A Preferred Stock and Series B Preferred Stock is satisfied. This calculation results in zero value to
Company Common Stock. Further, Lincoln allocated equity value using an option pricing methodology which ascribes option value to the Company Common Stock despite its intrinsic value of zero. This methodology is more fully explained on page
12. Valuation Analysis Summary ($ in millions, except per share values) DCF Analysis Selected Public Companies Analysis Low High Low High Preference (1) Series A Preferred Stock $859 ($694) - ($805) ($633) - ($768) Series B
Preferred Stock 193 (156) - (181) (142) - (172) Total Preferred Stock 1,052 (849) - (986) (774) - (941) Company Common Stock $0 - $0 $0 - $0 Allocation of Equity Value - Option Pricing Model Equity Value Available to
Holders of Preferred Stock and Company Common Stock $849 - $986 $774 - $941 Value of Company Common Stock $29 - $75 $14 - $56 Fully Diluted Shares Outstanding (2) 14,434,241 - 14,434,241 14,434,241 - 14,434,241 Company
Common Stock Per Share Value $1.98 - $5.17 $0.98 - $3.90 Intrinsic Value Calculation Equity Value Available to Holders of Preferred Stock and Company Common Stock $849 - $986 $774 - $941 Liquidation 9
Valuation Analysis Section 2
Lincoln performed a valuation of (i) the Company on an enterprise value basis and
(ii) the Company Common Stock on a per share basis. Lincoln estimated ranges of enterprise values for the Company using each of the following valuation approaches described below assuming the Company would continue to operate as a public
company: Methodology Explanation Key Updates since August 1, 2024 Discounted Cash Flow Analysis (“DCF”) (Income Approach) Present value of projected unlevered free cash flows discounted at a rate commensurate with risk Key inputs include
the budget and financial projections for the Company for the years ending December 31, 2024 through December 31, 2027, provided to us by management of the Company (the “Management Projections”), discount rate, and terminal value
assumptions Captures value associated with long-term cash flow generating ability of the Company Pro forma for taxes assuming no utilization of historical and future net operating losses (“NOLs”) and therefore excludes value of NOL tax
savings, which are separately valued Utilized updated Management Projections which included revised view of stock-based compensation expense Market Approach Selected Public Companies Analysis ‒ “Public market valuation” ‒ Value based on
market trading multiples of selected public companies using comparisons of various attributes including: relative size, historical and projected growth and profitability, capital intensity, geographic presence, customer mix, payor mix, and
other financial performance metrics. Lincoln did not consider a M&A Transactions Analysis due to the following: ‒ Lack of relevant recent transactions; ‒ Historical transactions generally involved strategic acquirers resulting in implied
valuation multiples inclusive of synergies ‒ Valuation multiple for M&A transactions reflects premium for control; ‒ Generally computed based on historical financial performance (i.e., LTM EBITDA), which is not meaningful for the
Company; Higher 2026P EBITDA given the revision of stock-based compensation expense to the Management Projections Median 2026P EBITDA multiple of the selected public companies declined from 8.1x to 6.9x resulting in a 0.5x lower selected
range on 2026P EBITDA Selected 2025P EBITDA multiples (previously did not select) Valuation Analysis Methodology 11
Valuation Analysis Methodology (continued) Lincoln then estimated ranges of
aggregate equity value (“Aggregate Equity Value”) available to the holders of Company Common Stock and the Company’s Series A Preferred Stock and Series B Preferred Stock (the “Preferred Stock”) by adjusting the estimated enterprise value
ranges for cash and cash equivalents, non-operating assets, debt and debt-like items, non-operating liabilities and the estimated value of noncontrolling interests. Given that the aggregate liquidation preference of the Preferred Stock exceeds
Lincoln’s estimated ranges of Aggregate Equity Value, Lincoln estimated the value of the Company Common Stock using an option pricing model (“OPM”). This valuation methodology is based on the principles of option pricing theory, whereby the
Series A Preferred Stock, Series B Preferred Stock and Company Common Stock are each modeled as call options with a unique claim on the estimated ranges of Aggregate Equity Value. The rights and economic characteristics of each security define
these claims. The resulting option claims, in combination, depict the sharing of proceeds between different securities upon a liquidity event. The result is an allocation of the aggregate equity value to each class of security. The effect in
this case is an allocation of positive value to the Company Common Stock which represents “option value” despite the Company Common Stock having zero intrinsic value. The key inputs of OPM include: (i) initial value of an underlying asset;
(ii) exercise price; (iii) volatility; (iv) time to expiration; and (v) risk free rate. Lincoln utilized a term of approximately 0.24 years based on March 15, 2025, the current due date of the CMS settlement obligation, which could trigger a
recapitalization or liquidity event. Lincoln selected a levered equity volatility of 55% which was based on its review of unlevered volatiles of the selected public companies which were re-levered based on the Company’s current capital
structure. Lincoln divided the resulting Company Common Stock value ranges by fully diluted shares outstanding to derive per share value ranges of the Company Common Stock. Additionally, Lincoln calculated the intrinsic value of the Company
Common Stock to be $0. 12
Valuation Analysis DCF Analysis - Summary Note: 2025P to 2027P pro forma
share-based compensation expense provided by Management Source: Management Projections Normalizes Adjusted EBITDA and Adjusted EBITDA margin based on input from Management Q4 2024 Adjusted EBITDA includes normalized stock-based compensation
expense estimate of approximately $3 million Includes financial guarantees and annual bonus payments (4) The tax benefits associated with depreciation and amortization (“D&A”) expense were valued separately based on annual tax-deductible
D&A expense of $31.5 million from 2024 to 2034, $30.2 million in 2035, $21.4 million in 2036, and $14.5 million in 2037 and 2038 resulting in the full D&A of the Company’s existing tax basis of fixed assets, goodwill and intangible
assets. No future incremental D&A expense is assumed to be generated as the Management Projections assume approximately $0 of projected capital expenditures and intangible asset capitalization. Management Projections FY Ending December
31, 2023A 2024E 2025P 2026P 2027P Normalized Terminal (1) Total Revenue $1,161 $940 $1,719 $2,712 $3,659 $3,659 % Growth 54.5% (19.0%) 82.8% 57.7% 34.9% Adjusted EBITDA Excl. SBC ($8) $27 $87 $193 $332 Share-based
Compensation ("SBC") Expense (84) (72) (12) (14) (16) Adjusted EBITDA ($92) ($45) $75 $179 $317 $274 % Margin (7.9%) (4.8%) 4.4% 6.6% 8.7% 7.5% % Growth NMF NMF NMF 137.6% 76.7% 10/24 - 12/24 Adjusted EBITDA
(2) $7 $75 $179 $317 $274 Pro Forma Taxes @ 23.5% (2) (18) (42) (74) (64) NOPAT (Before D&A Tax Benefits) $5 $58 $137 $242 $210 Capital Expenditures ($1) $0 $0 $0 $0 Other Operating Cash Flows
(3) 9 (0) (1) (1) (1) (Increase) Decrease in Net Working Capital 0 0 0 0 0 Unlevered Free Cash Flow (Before D&A Tax Benefits) $13 $57 $136 $241 $209 % Growth Enterprise Value Low NA 137.0% High 77.2% Weighted
Average Cost of Capital (WACC) 25.00% - 23.00% Terminal Growth Rate (TGR) 7.50% - 7.50% Present Value of Discrete Cash Flows $297 - $306 Present Value of Terminal Value 728 - 856 Present Value of D&A Tax Benefits
(4) 33 - 35 Indicated Enterprise Value (Rounded) $1,060 - $1,195 Implied Enterprise Value Multiples 2025P EBITDA $75 14.1x - 15.8x 2026P EBITDA 179 5.9x - 6.7x 2024E Revenue 940 1.13x - 1.27x Discounted Cash Flow
Analysis Summary ($ in millions) 13
Valuation Analysis Selected Public Companies Analysis – Summary Lincoln
considered public companies that operate as managed care organizations (“MCOs”) and value-based care providers (“VBCs”). Lincoln’s selected multiples for the Company were based on a comparative analysis that considered, among other things,
certain quantitative and qualitative factors including the following: relative size, historical and projected growth and profitability, capital intensity, geographic presence, customer mix, payor mix, and other financial performance
metrics. Considering the factors above, Lincoln selected a multiple range of 13.0x to 15.0x 2025P EBITDA and 5.5x to 6.5x 2026P EBITDA. None of the selected public companies is identical to the Company. Lincoln does not have access to
non-public information regarding those companies. Source: S&P Capital IQ, company filings, Management Projections Selected Public Companies Median Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low -
High MCO VBC Consolidated Low - High Statistic Low - High 2025P EBITDA 5.8x - 52.1x 6.7x 21.8x 7.1x 13.0x - 15.0x $75 $980 - $1,131 2026P EBITDA 3.5x - 36.1x 6.3x 10.7x 6.9x 5.5x - 6.5x $179 $985 - $1,164 Selected
Public Companies Analysis Summary ($ in millions) Indicated Enterprise Value Range (Rounded) $985 - $1,150 Implied Enterprise Value Multiples 2025P EBITDA 5.8x - 52.1x 6.7x 21.8x 7.1x $75 13.1x - 15.3x 2026P EBITDA 3.5x -
36.1x 6.3x 10.7x 6.9x 179 5.5x - 6.4x 2024E Revenue 0.09x - 1.38x 0.40x 0.74x 0.44x 940 1.05x - 1.22x 14
Valuation Analysis Selected Public Companies – Financial Metrics Source: S&P
Capital IQ, company filings, Management Projections EBITDA growth metrics based on EBITDA excluding share-based compensation expense EBITDA including share-based compensation expense 2024E to 2026P based on Management Projections Company
Name 2023A Financial Statistics Revenue Growth EBITDA Growth (1) Revenue EBITDA (2) 2023A 2024E 2025P 2026P 2023A 2024E 2025P 2026P MCOs Alignment Healthcare,
Inc. $1,824 ($102) 27.2% 46.8% 28.7% 22.8% (32.2%) 96.5% NMF 85.3% Centene Corporation 153,999 5,845 6.5% 4.8% 3.9% 2.5% 8.2% (27.6%) 6.0% 6.6% Clover Health Investments,
Corp. 2,034 (186) (41.5%) (32.1%) 15.1% 18.1% 84.6% NMF (30.7%) 92.0% Elevance Health, Inc. 170,209 12,118 9.3% 2.9% 7.2% 7.1% 10.8% (0.7%) 3.9% 11.4% Humana
Inc. 106,374 5,712 14.5% 9.9% 1.6% 0.7% 4.7% (30.8%) 4.2% (8.3%) Molina Healthcare, Inc. 33,003 1,751 6.1% 22.4% 7.4% 8.6% 9.0% 17.3% 9.8% 11.5% Oscar Health,
Inc. 5,863 (205) 47.9% 57.9% 26.3% 2.4% 90.2% NMF 86.5% 38.2% The Cigna Group 195,322 11,980 8.1% 24.9% 3.3% 5.3% 3.7% 10.2% 6.3% 6.7% UnitedHealth Group
Incorporated 371,622 36,330 14.6% 8.0% 9.3% 7.7% 14.1% 5.4% 10.5% 10.7% Mean - MCOs $115,583 $8,138 10.3% 16.2% 11.4% 8.3% 21.5% 10.1% 12.1% 28.2% Median -
MCOs 106,374 5,712 9.3% 9.9% 7.4% 7.1% 9.0% 5.4% 6.2% 11.4% VBCs agilon health, inc. $4,316 ($164) 80.7% 40.3% 9.8% 16.0% (108.9%) (55.3%) 44.5% 81.5% Astrana Health,
Inc. 1,387 125 21.2% 43.3% 34.3% 24.2% 4.7% 16.3% 23.7% 24.6% InnovAge Holding Corp. 688 (8) (1.5%) 12.1% 10.1% 12.1% NMF 107.0% 57.4% 83.1% P3 Health Partners
Inc. 1,266 (91) 20.7% 19.1% 0.8% 29.6% 33.2% (49.1%) 59.4% 39.9% Privia Health Group, Inc. 1,658 35 22.2% 2.3% 11.5% 12.7% 18.7% 23.5% 19.4% 19.9% Mean -
VBCs $1,863 ($21) 28.7% 23.4% 13.3% 18.9% (13.1%) 8.5% 40.9% 49.8% Median - VBCs 1,387 (8) 21.2% 19.1% 10.1% 16.0% 11.7% 16.3% 44.5% 39.9% Mean -
Consolidated $74,969 $5,224 16.9% 18.8% 12.1% 12.1% 10.8% 9.4% 23.2% 35.9% Median - Consolidated 5,090 80 14.6% 15.6% 9.6% 10.3% 9.0% 7.8% 10.5% 22.3% NeueHealth, Inc.
(2) $1,161 ($92) 54.5% (19.0%) 82.8% 57.7% 88.7% NMF 227.1% 120.5% Selected Public Companies Analysis - Financial Metrics Data Updated Through: December 17, 2024 ($ in millions) 15
Valuation Analysis Selected Public Companies – Financial Metrics
(continued) Source: S&P Capital IQ, company filings, Management Projections EBITDA including share-based compensation expense 2024E to 2026P based on Management Projections EBITDA Margin (1) Company
Name 2023A 2024E 2025P 2026P MCOs Alignment Healthcare, Inc. (5.6%) (2.9%) (1.6%) (0.9%) Centene Corporation 3.8% 2.6% 2.7% 2.8% Clover Health Investments, Corp. (9.1%) (2.7%) (4.4%) (2.8%) Elevance Health,
Inc. 7.1% 6.9% 6.7% 6.9% Humana Inc. 5.4% 3.4% 3.5% 3.2% Molina Healthcare, Inc. 5.3% 5.1% 5.2% 5.3% Oscar Health, Inc. (3.5%) 0.9% 1.9% 3.1% The Cigna Group 6.1% 5.4% 5.6% 5.6% UnitedHealth Group
Incorporated 9.8% 9.5% 9.7% 9.9% Mean - MCOs 2.1% 3.1% 3.2% 3.7% Median - MCOs 5.3% 3.4% 3.5% 3.2% VBCs agilon health, inc. (3.8%) (3.6%) (2.5%) (1.4%) Astrana Health, Inc. 9.0% 7.2% 6.7% 6.8% InnovAge Holding
Corp. (1.2%) 1.9% 3.1% 5.6% P3 Health Partners Inc. (7.2%) (8.9%) (3.9%) (2.0%) Privia Health Group, Inc. 2.1% 1.9% 2.4% 3.0% Mean - VBCs (0.2%) (0.3%) 1.2% 2.4% Median - VBCs (1.2%) 1.9% 2.4% 3.0% Mean -
Consolidated 1.3% 1.9% 2.5% 3.2% Median - Consolidated 3.0% 2.3% 2.9% 3.1% NeueHealth, Inc. (2) (7.9%) (4.8%) 4.4% 6.6% Selected Public Companies Analysis - Financial Metrics Data Updated Through: December 17, 2024 ($ in
millions) 16
Valuation Analysis Selected Public Companies – Valuation Multiples Source:
S&P Capital IQ, company filings Enterprise Value = Market Capitalization + Management Equity + Debt + Preferred Stock + Non-Controlling Interest – Cash & Equivalents – Net Non-Operating Assets (1) EBITDA including share-based
compensation expense EV as a Multiple of (1) Stock Price as % of 52 Market Enterprise 2024 2025 2026 2024 Company Name of 12/17/24 Week High Capitalization Value EBITDA EBITDA EBITDA Revenue MCOs Alignment Healthcare,
Inc. $10.83 76.0% $2,312 $2,260 NMF NMF NMF 0.84x Centene Corporation 57.81 71.0% 29,618 30,151 7.1x 6.7x 6.3x 0.19x Clover Health Investments, Corp. 3.21 68.2% 1,875 1,570 NMF NMF NMF 1.14x Elevance Health,
Inc. 366.30 64.6% 85,334 83,701 7.0x 6.7x 6.0x 0.48x Humana Inc. 233.89 49.2% 28,339 29,998 7.6x 7.3x 7.9x 0.26x Molina Healthcare, Inc. 291.78 68.8% 16,966 14,467 7.0x 6.4x 5.8x 0.36x Oscar Health,
Inc. 13.50 56.7% 3,840 1,299 15.6x 5.8x 3.5x 0.14x The Cigna Group 265.59 71.6% 74,855 97,314 7.4x 6.9x 6.5x 0.40x UnitedHealth Group Incorporated 485.52 77.0% 452,234 492,841 12.9x 11.6x 10.5x 1.23x Mean -
MCOs 67.0% $77,264 $83,733 9.2x 7.4x 6.6x 0.56x Median - MCOs 68.8% 28,339 29,998 7.4x 6.7x 6.3x 0.40x VBCs agilon health, inc. $2.00 14.9% $844 $535 NMF NMF NMF 0.09x Astrana Health,
Inc. 35.52 56.2% 1,745 1,627 11.4x 9.2x 7.3x 0.82x InnovAge Holding Corp. 4.08 61.0% 579 597 39.3x 21.8x 10.7x 0.74x P3 Health Partners Inc. 0.19 10.9% 71 153 NMF NMF NMF 0.10x Privia Health Group,
Inc. 20.79 85.6% 2,712 2,337 71.5x 52.1x 36.1x 1.38x Mean - VBCs 45.7% $1,190 $1,050 40.7x 27.7x 18.0x 0.63x Median - VBCs 56.2% 844 597 39.3x 21.8x 10.7x 0.74x Mean -
Consolidated 59.4% $50,095 $54,204 18.7x 13.5x 10.0x 0.58x Median - Consolidated 66.4% 3,276 2,299 9.5x 7.1x 6.9x 0.44x Selected Public Companies Analysis - Valuation Multiples Data Updated Through: December 17, 2024 ($ in
millions, except per share amounts) 17
Supplemental Analysis and Detail Appendix A
Supplemental Analysis and Detail Premiums Paid Analysis Source: S&P Capital
IQ Note: Excludes transactions involving special purpose acquisition corporations VWAP = Volume Weighted Average Price. Calculated as the sum product of Daily VWAP and Daily Volume of the number of days considered divided by the cumulative
Daily Volume of the days considered using Daily VWAP and Daily Volume as reported by S&P Capital IQ Closing price of most recent trading day prior to the announcement date Closing price of most recent trading day seven calendar days prior
to the announcement date Calculated based on 10 most recent trading days prior to the announcement date Calculated based on 30 most recent trading days prior to the announcement date Excludes Pharmaceuticals, Biotechnology, and Life
Sciences Calculated based on 10 most recent trading days prior to and including reference date Calculated based on 30 most recent trading days prior to and including reference date Offer Price Premium to 1-Day Price (1) 7-Day Price
(2) 10-Day VWAP (3) 30-Day VWAP (4) All Deals (n = 246) 25th Percentile 15% 16% 17% 19% Median 30% 31% 32% 35% 75th Percentile 52% 58% 55% 57% Healthcare Deals (n = 21) (5) 25th
Percentile 19% 21% 24% 26% Median 29% 31% 30% 30% 75th Percentile 44% 42% 43% 42% Affiliate Deals (n = 17) 25th Percentile 13% 11% 13% 14% Median 41% 34% 36% 32% 75th Percentile 46% 49% 52% 56% Per Share
Merger Closing Price Closing Price 10-Day VWAP (6) 30-Day VWAP (7) Consideration as of: Dec 17, 2024 Dec 10, 2024 Dec 17, 2024 Dec 17, 2024 NeueHealth, Inc. $7.33 $4.05 $5.24 $4.93 $4.97 Offer Price %
Premium 81% 40% 49% 47% 19
Supplemental Analysis and Detail Premiums Paid Analysis – Aggregate and
Industry Source: S&P Capital IQ Note: Excludes transactions involving special purpose acquisition corporations To identify the relevant transactions in the Premiums Paid Analysis, Lincoln screened S&P Capital IQ using the following
criteria: Total Transaction Value ($USDmm, Historical rate): Is between 500 and 2,500 Target Market Cap 1-Day Prior ($USDmm, Historical rate): is greater than 1 M&A Closed Date: [12/17/2019-12/17/2024] Geographic Locations
(Target/Issuer): United States of America Percent Sought (%): is greater than 49 Offer per share ($USD, Historical rate): is greater than 0.01 – resulted in All Deals (n = 246) Industry Classifications (Target/Issuer): Health Care
(Primary) Industry Classifications (Target/Issuer): NOT (Pharmaceuticals, Biotechnology and Life Sciences) – for Health Care Deals (n = 21) 20
Supplemental Analysis and Detail Premiums Paid Analysis – Affiliate
Deals Source: S&P Capital IQ Note: Excludes transactions involving special purpose acquisition corporations To identify the relevant transactions in the Premiums Paid Analysis, Lincoln screened S&P Capital IQ using the following
criteria: Total Transaction Value ($USDmm, Historical rate): Is between 500 and 2,500 Target Market Cap 1-Day Prior ($USDmm, Historical rate): is greater than 1 M&A Closed Date: [12/17/2019-12/17/2024] Geographic Locations
(Target/Issuer): United States of America Merger / Acquisition Features: Majority Shareholder Purchasing Remaining Shares OR Minority Shareholder Purchasing Remaining Shares – resulted in Affiliate Deals (n = 17) 21
NeueHealth, Inc. (NYSE:NEUE) - Historical Trading Summary In USD Supplemental
Analysis and Detail Historical NEUE Stock Trading Chart (1) Source: S&P Capital IQ (1) ~ 5.77 million shares of daily trading volume on May 26, 2023 Note: The graph and table above reflects the pricing and volume of NeueHealth’s equity
listing under the ticker symbol “NEUE” on the NYSE and is pro forma for the 1-for-80 reverse stock split effective May 22, 2023 $200 $400 $600 $800 $1,000 May-22 Sep-22 Jan-23 Share
Price Volume Price 0.00 0.40 0.80 1.20 1.60 2.00 $0 Feb-23 Jun-23 Oct-23 $20 $40 $60 $80 $100 Feb-24 Jun-24 Oct-24 Volume (millions) Volume Price $0 Sep-21 Jan-22 NeueHealth, Inc. - Common Stock Overview Stock Price as
of December 17, 2024 $4.05 One-Week Average 11,727 Two -Week Average 10,899 Stock Price as of December 17, 2023 6.19 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% Stock Price as of December 17, 2022 45.39 % of
Float 0.3% % of Float 0.3% 10-Day VWAP $4.93 One-Month Average 8,494 Six-Month Average 11,359 30-Day VWAP 4.97 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% 60-Day VWAP 5.12 % of Float 0.3% % of
Float 0.3% 90-Day VWAP 5.13 52-Week Average Closing Price $6.32 Equity Analyst Coverage 52-Week High Closing Price 16.35 Firm Date Price Target Ratings 52-Week Low Closing Price 104-Week Average Closing Price 4.05 $14.03 RBC
Capital Markets 12/8/2024 $7.00 Sector Perform 104-Week High Closing Price 83.20 104-Week Low Closing Price 4.05 NeueHealth, Inc. - Historical Daily Trading Volume 22
Supplemental Analysis and Detail Equity Capitalization Table Equity
Capitalization Table as of December 17, 2024 Strike Price / Fully Diluted ITM Conversion Shares O/S Shares O/S Price (1) Common Stock 8,285,786 8,285,786 N/A RSUs and PSUs (2) 3,045,367 2,940,367 N/A Warrants
3,208,051 3,208,051 $0.01 Stock Options 426,835 37 $132.93 Fully Diluted Shares 14,966,039 14,434,241 Series A Preferred Stock 3,331,315 0 $260.34 Series B Preferred Stock 2,145,293 0 $90.72 Fully Diluted Shares Including
Convertible Preferred Stock 20,442,648 14,434,241 Source: Management O/S = Outstanding ITM = In-the-money Reflects weighted average strike price for all stock options outstanding PSUs outstanding are considered out of the money given
Management’s expectations that performance hurdles will not be met 23
Supplemental Analysis and Detail Debt and Preferred Stock Capitalization
Table Source: Management Note: Balances as of September 30, 2024 Interest rate consists of 9.65% cash and 2.50% PIK Maturity date assumed to be 91 days after the Hercules Term Loan maturity date Pro forma for the Centrum Transaction Pro
forma for $30 million payment related to the Centrum Transaction Pri Maturity Date cing and Ter Interest Rate m Security Feature Current Balance Hercules Term Loan (1) May. '28 12.15% $30 NEA Debt (2) Aug. '28 15.00% 99 RRD
Healthcare, LLC Note (3) Oct. '28 6.00% 64 Centurm P-Unit Liability (3) Oct. '28 6.00% 8 Total Debt $201 Series A Preferred Stock Perpetual 5.00% Convertible 859 Series B Preferred Stock Perpetual 5.00% Convertible 193 Total
Debt and Preferred Stock $1,254 Cash and Cash Equivalents (4) (80) Short-Term Investments (9) Net Debt and Preferred Stock $1,166 Debt and Preferred Stock Capitalization Table ($ in millions) 24
Supplemental Analysis and Detail Illustrative Implied Transaction Enterprise
Value Source: Merger Agreement, Management and Company filings 25 $ in millions, except Per Share Merger Consideration Implied Transaction Enterprise Value Comments / Sources Per Share Merger Consideration $7.33 Merger Agreement (×)
Fully Diluted Common Shares Outstanding 14,434,241 Company Management Implied Common Equity Value $106 Series A Preferred Stock Liquidation Preference 859 As of September 30, 2024 Series B Preferred Stock Liquidation Preference 193 As
of September 30, 2024 Implied Aggregate Equity Value $1,158 Cash and Debt Cash and Cash Equivalents (80) As of September 30, 2024, pro forma for Centrum Transaction Short-Term Investments (9) As of September 30, 2024 NEA Term
Loan 99 As of September 30, 2024 Hercules Term Loan 30 As of September 30, 2024 RRD Healthcare, LLC Note 64 Pro forma for Centrum Transaction P-Unit Liability 8 Pro forma for Centrum Transaction Transaction
Value $1,270 Non-operating Assets and Liabilities Expected Remaining Net Proceeds from Molina (110) $100 million projected to be received in November 2024. $10 million projected to be received in June 2025 CMS Settlement
Payment 215 Present value of projected March 2025 and September 2026 settlement payment to CMS net of statutory capital and surplus DCE Deficit Adjustment 47 Primarily reflects obligations resulting from Babylon Health's bankruptcy Other
Items 14 Includes various other non-operating assets, non-operating liabilities and one-time items Estimated Value of PMA Noncontrolling Interest 109 Present value of projected after-tax income attributable to PMA noncontrolling
interest Implied Transaction Enterprise Value $1,545