Exhibit (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 DIVISION Discussion Materials Prepared for covetrus Goldman Sachs & Co. LLC Strictly Private and Confidential December 3, 2021

Overview of Range of Strategic Alternatives INVESTMENT BANKING I DIVISION covetrus Explore Sale of Review Broad Range of Strategic Alternatives Company (WholeCo or Components) Status Quo Divest Non-Core Return Capital to Financial and Separate the Business Assets Shareholders Strategic Buyers ./ Retain existing portfolio of ./ Potential to optimize value ./ Ability to realize near-term ./ Multiple pathways to ./ Potential value creation business units through separation of capital at a premium deploy capital (i.e. benefit from control business segments valuation dividend or share premium and buyer ./ Continue to implement repurchase) synergies long-term strategic plan ./ Maintain operational ./ Optionality on deploying and operational strategy independence capital to drive value ./ Provides immediate value ./ Benefit from scarcity value (capital distribution to accretion to existing ./ Shareholders participate ./ Shareholders able to ./ Streamlined transaction shareholders or capital for shareholders with ability to in potential upside continue participating in strategic investment in participate in future upside potential upside remaining business) of existing strategic plan )< Long-term strategic plan )< Limits future optionality )< Potential dis-synergy or )< Capital preference of )< Potential for management implemented under public Loss of the long-term stranded costs existing shareholder base distraction and business )< company shareholder strategic value of keeping Loss of the long-term Signaling effect from a disruption )< )< oversight strategic value of keeping Typically a more in-depth the businesses together change in capital )< )< Limited visibility into the businesses together deployment priorities diligence process realization of public market value accretion

Summary Overview of a Sale Alternative INVESTMENT BANKING I DIVISION • While the business continues to perform, there is a growing recognition that additional investment and focus on the tech segment is required to drive longer term growth and shareholder value. However, current capital structure and shareholder base creates challenges executing on that strategy • Board of Directors will need to assess the potential implications on share price and the execution risk associated with pursuing a status quo strategy, relative to a range of strategic alternatives that are currently available to the Company • Appears to be strong interest in the Category and the Company that warrants evaluation of a potential sale of the Company at this time (either WholeCo or certain assets) • Comprehensive outreach process to a select group potentially interested parties • Will include financial sponsors and strategic buyers who would likely have interest in the WholeCo or select segments • Focus on maximizing shareholder value and certainty • Limited information will need to be provided to potentially interested parties (long range plan, management presentation) before an initial indication of value is required • Major shareholder to not be included in initial process and script around their intent and role to be carefully weighed • Agree on list for potentially interested parties and start outreach in December • Receive initial indications in January • Timing post initial indications will depend on quality and value of the proposals received vis-a-vis standalone execution versus long-range plan • Goal is an expedient solution of the situation with announcement of a transaction, if any, in Q1 2022; potentially with FY earnings • Broad set of financial sponsors and strategies who may have interest in a WholeCo transaction and/or a transaction for a segment (e.g. Tech or Distribution) • Buyers selected based (a) ability to transact in this size, (b) interest in company/sector and (c) existing investments that may create synergy value • Will not include buyers where sharing competitively sensitive information would create potential business challenges

Process Considerations Should the Board INVESTMENT BANKING I DIVISION Decide to Pursue a Sale Process • Information and access to management will generally be more limited than in a private sale process given information freely available in the public domain on the Company • Key documents I materials to be shared prior to Indication of Interest (“Round 1”) NO A: Standard document prepared by counsel, will need to address standstill and prevent direct contact with major shareholder Financial Model: Long-term forecast based on Company’s long-range plan, with explanation of assumptions Management Presentation: -2 hour interaction with management, which can be virtual and will describe Company’s business and growth plan • Prior to Finalization of Contract (“Round 2”) Limited diligence access to management for value-clarifying questions Negotiation of definitive transaction documents—Legal diligence to support negotiation of documents, structuring and disclosure schedules (data room) • We are confidentially reaching out on behalf of Covetrus, who is exploring strategic alternatives • We are only reaching out to highly credible counterparties to gauge an interest in exploring a potential transaction • If you are interested to engage, we can share an NDA. Upon execution, we will set up time with management to go through their business plan and will share the Company’s forecast • We are looking to run an expedited process and come to solution in Q1 /2022 • Question: Does the Company have a preferred transaction structure?—Leading with WholeCo sale, but will listen to other differentiated, value-creating proposals • Question: What is CD&R’s position? Are they a seller, a holder or a buyer? CD&R have been investors in Covetrus and its predecessors since 2015. They are aware and supportive of this process as it is being run by the Company and its advisors.

Illustrative Timeline INVESTMENT BANKING I DIVISION January- February March Estimated—Date 4Q 2021 Earnings Week Release Execution Feb 28th—• Due Diligence I Round 2 and Final Round 1 Preparation Negotiations (3-4 weeks) (4-6 weeks) * (4-6 weeks) * • GS to reach out with script • Additional management • GS I Company to to potential buyers (no access for diligence draft management presentation and teaser required for public company) • Access to full data room for refine detailed legal purposes financial model • Select group of parties enter into NDA and • Distribute relevant contract for • Finalize list of review by buyers and their receive management potential partners counsel presentation and financial and script I model messaging with ,_ ___ ...__ .. • Length of round depends on Management Indication of proposals received Final Announce With 4Q .._ __ v_a_lu_e __ _. • Final negotiations and sign a ..__B_id_s _ _. 2021 Earnings contract 1. Offer at attractive level for WholeCo. Negotiate for best outcome. Likely quickest outcome .I~ ); 2. Structured Offer at attractive level for WholeCo (Conditionality around CO&R): Engage in structuring dialogue with ~~ all relevant parties (Company, Bidder, Existing Shareholder) 3. Attractive bid(s) for Parts, but not WholeCo: Evaluate whether a separation makes sense as proposed and negotiate ~~~ for best outcome. 4. No Attractive Bid: Focus on execution and financing of long-range plan ~

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. Preliminary Universe of Potentially Interested INVESTMENT BANKING I DIVISION Parties US Focused (Who/eGo only) Europe Focused (Who/eGo or Distribution only) • Large fund to speak for equity • Historical interest in Company • Sector expertise “Tier 1” 1 Technology-focused only.

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. Overview of Potential Interested Parties INVESTMENT BANKING I DIVISION Key Contact Fund Size I EV 1 Technology-focused only.

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