Exhibit (c)(9) Project Cactus Discussion Materials December 10, 2022
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ƒƒƒƒƒƒƒƒƒƒƒƒ Overview Of Bonsai’s 11/29 Proposal Proposal Overview Implied Offer Metrics Proposal to acquire all Class A shares not owned by Bonsai Offer Price $8.05 (~28.2mm as of November 28, 2022), including any Class A shares issued upon redemption of Class B shares % Premium / (Discount) to: Headline Purchase price of $8.05 per share in cash Offer Current Price (12/9/22) $6.50 +24% Estimated equity consideration of ~$227mm based on Class A share count as of November 28, 2022, including cashed-out Director RSU Awards, but not including any Class A shares that may be issued Closing Price Prior to 10/24 Proposal $5.03 +60% upon redemption of Class B shares (1) 20-Day VWAP $6.71 +20% Reverse triangular merger Transaction Bonsai will deliver shareholder approval by written consent promptly (2) Structure Price Before BBG Rumor (10/10/22) $7.35 +10% following signing; no majority of minority approval required Funded by full equity backstop from Bonsai Capital Partners Fund 3 Transaction Implied Equity Value $2,339 Sources and Class B shares that do not elect to participate will remain (3) Uses of Funds outstanding Plus: Net Debt 1,409 All outstanding options, RSUs, and Profit Unit awards to remain Implied Enterprise Value $3,748 Treatment of outstanding, whether vested or unvested, except that RSUs held by any director who is not an employee of the Company, Bonsai or Equity Implied EV / EBITDA (Management) any of their respective affiliates will be accelerated and settled in Awards cash at closing (4) 2022E ($1) n.a. 2023E 130 28.8x Limited closing conditions Closing 2024E 213 17.6x Conditions Reasonable best efforts to obtain regulatory approvals Implied EV / EBITDA (Consensus) $5.5mm termination fee Termination 2022E $37 100.1x 2023E 151 24.9x Outside Date of 6/14/23 2024E 164 22.8x Timing Source: Management Outlook and FactSet as of December 9, 2022. Note: Dollars in millions, except per share amounts. Terms reflect Draft Merger Agreement as of December 8, 2022. (1) Reflects 20 trading days as of day of 10/24 Bonsai proposal – reflects market close prior to Bonsai proposal. (2) On October 11, 2022, a Bloomberg 2 article leaked speculating a possible takeover approach followed by speculation of a financing transaction. (3) Net debt excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. (4) Negative multiples presented as “n.a.”.
Valuation Analysis Methodology Selected Metric Implied Share Price $8.05 (11/29 Bonsai Proposal) Illustrative Discounted Cash Flow Analysis WACC: 9.50%-11.00% (Incl. Value of Tax PGR: 2.0%-3.0% (1,2) $5.92 $9.79 Attributes) $4.31 $7.96 Selected Public Enterprise Value / FY'24E (1) Comparables Analysis EBITDA: 12.5x-17.5x $5.03 $12.93 52-Week Closing Share Low (10/24/22): $5.03 Price Range High (12/31/21): $12.93 $8.00 $2.75 (3) Low (Citi): $2.75 Analyst Price Targets High (Keybanc): $8.00 Source: Management Outlook and FactSet as of December 9, 2022. (1) Reflects net debt of $1,409mm, excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. 3 (2) Discount rate used to value tax attributes is equal to midpoint of after-tax cost of debt (5.08%) and midpoint of WACC range (10.25%). (3) Reflects share price targets as of October 24, 2022 (market close prior to the 10/24 Bonsai proposal). For Reference Only
Supporting Materials
Discounted Cash Flow Analysis Management Outlook Management Extrapolation Fiscal Year Ending September, Terminal 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E Year Revenue $1,450 $1,710 $1,886 $2,070 $2,274 $2,445 $2,591 $2,716 $2,811 $2,881 $2,881 Growth (%) (8.6%) 17.9% 10.3% 9.8% 9.8% 7.5% 6.0% 4.8% 3.5% 2.5% Gross Profit $537 $665 $743 $866 $997 $1,077 $1,146 $1,206 $1,253 $1,289 $1,289 Margin (%) 37.0% 38.9% 39.4% 41.8% 43.8% 44.1% 44.2% 44.4% 44.6% 44.7% 44.7% Adjusted EBITDA $130 $213 $256 $350 $468 $505 $552 $596 $636 $672 $672 Illustrative Margin (%) 9% 12% 14% 17% 21% 21% 21% 22% 23% 23% 23% Discounted (–) D&A (66) (69) (71) (78) (85) (87) (90) (93) (96) (99) (86) Free Cash Adjusted EBIT $64 $144 $185 $273 $384 $419 $462 $504 $541 $574 $586 Flow (–) SBC (35) (26) (26) (28) (29) (31) (32) (33) (33) (34) (34) (–) Taxes (7) (28) (38) (59) (85) (93) (103) (113) (122) (130) (133) NOPAT $22 $90 $121 $186 $270 $295 $327 $358 $385 $411 $420 (–) CapEx (72) (77) (122) (81) (79) (73) (78) (81) (84) (86) (86) (–) Increase in NWC 61 16 2 29 8 (5) (7) (6) (5) (4) (4) (+) D&A 66697178858790939699 86 uFCF $77 $98 $71 $212 $283 $304 $332 $363 $392 $419 $416 (1) PV of FCF $73 $85 $56 $151 $183 $178 $176 $175 $171 $166 $165 Implied TEV Implied Share Price Implied Exit Multiple PGR PGR PGR WACC 2.0% 2.5% 3.0% 2.0% 2.5% 3.0% 2.0% 2.5% 3.0% Illustrative 9.50% $3,863 $4,042 $4,248 $8.44 $9.04 $9.74 8.8x 9.5x 10.2x Sensitivities 10.25% 3,452 3,590 3,748 7.04 7.51 8.05 8.0x 8.6x 9.2x 11.00% 3,111 3,220 3,343 5.88 6.25 6.67 7.4x 7.9x 8.4x Excludes Present Value of Tax Source: Management Outlook and Management Extrapolations. (2) Attributes of ~$0.05 Note: Dollars in millions. Reflects Cactus balance sheet as of September 30, 2022. 5 (1) Based on midpoint of WACC range. (2) Tax attributes under Cactus’s tax receivable agreement and utilization of NOLs are analyzed separately. Discount rate used to value tax attributes is equal to midpoint of after-tax cost of debt (5.08%) and midpoint of WACC range (10.25%).
Valuation Of Cactus Tax Attributes Cash Flow Benefit of Tax Receivable Assets (TRAs) and Net Operating Losses (NOLs) 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E+ Total TRA Benefit $0.0 $0.1 $0.6 $1.1 $1.7 $1.0 $0.7 $6.0 TRA Cash Flow (1) (x) 15% 15% 15% 15% 15% 15% 15% 15% 15% Benefit to Cactus TRA Benefit to Cactus $0.01 $0.02 $0.09 $0.16 $0.26 $0.15 $0.10 $0.90 Memo: Taxable Income ($15) ($4) $6 $33 $45 $49 $54 Cash Flow Value of NOLs Used – – $5 $26 $36 $10 – Tax Shield from NOLs (x) Tax Rate 24% 24% 24% 24% 24% 24% 24% NOL Benefit – – $1.21 $6.34 $8.68 $2.34 – Discount PV of Implied Value Rate Tax Attr. Per Share (2) 5.08% $0.01 $0.01 $1.12 $5.33 $6.97 $1.85 $0.07 $0.51 $15.95 $0.05 Present Value of Tax Attributes 7.67% $0.01 $0.01 $1.04 $4.84 $6.18 $1.60 $0.06 $0.39 $14.19 $0.05 (3) 10.25% $0.01 $0.01 $0.97 $4.40 $5.49 $1.39 $0.05 $0.30 $12.67 $0.04 Source: Management figures. Note: Dollars in millions. (1) 15% represents the TRA cash flow benefit retained by Cactus. 6 (2) Reflects after-tax cost of debt. (3) Reflects midpoint of WACC range.
WACC Analysis Peer Unlevered Beta Cost of Equity (4) 2-Year Weekly Beta Market Debt Debt / Risk-Free Rate 3.8% (1) (2) Peer Levered Unlevered Cap ($bn) ($bn) Equity (5) Median Beta 0.64 Stanley Black & Decker 1.00 0.65 $11.8 $8.0 67% (5) Whirlpool 1.05 0.61 8.0 7.5 94% Target Debt / Equity 67.5% Newell Brands 1.07 0.59 5.6 5.8 104% (6) Levered Beta 0.97 Groupe SEB 0.76 0.45 4.7 4.3 92% (7) Electrolux 1.13 0.76 4.1 2.7 65% Historical Risk Premium 7.5% Yeti 1.63 1.60 3.9 0.1 3% (8) Size Premium 1.3% Thule Group 1.36 1.24 2.5 0.3 12% Spectrum Brands 1.17 0.58 2.5 3.2 128% Cost of Equity 12.4% Helen of Troy 0.89 0.64 2.4 1.2 49% Traeger n.m. (July 2021 IPO) Cost of Debt Average 1.12 0.79 68% (9) Pre-Tax Cost of Debt 6.7% Median 1.07 0.64 67% (10) (3) Tax Rate 24.0% Cactus 0.92 0.53 $1.5 $1.4 99% After-Tax Cost of Debt 5.1% Illustrative WACC Sensitivity Analysis Unlevered Beta D / E D / TEV % Equity 59.7% Value Value 0.64 0.74 0.84 50% 33% 9.5% 10.2% 10.9% % Debt 40.3% 65% 39% 9.5% 10.1% 10.8% (11) WACC 9.4% 80% 44% 9.4% 10.1% 10.7% Source: Duff & Phelps, Company filings, Bloomberg and FactSet as of December 9, 2022. Note: Cactus market data as of October 24, 2022. (1) Represents 2 year, weekly adjusted Beta relative to the local index. (2) Unlevered Beta equals (Levered Beta/(1 + ((1 - Tax Rate) * Debt/Equity)). (3) Cactus IPO’d on August 5, 2021 – reflects betas since IPO until October 24, 2022 (close prior to Bonsai Proposal). Cactus Beta not considered in analysis given recent IPO and low public float. (4) Reflects 20-year U.S. government bond yield as of December 9, 2022. (5) Represents peer median. (6) Levered Beta = (Unlevered Beta)*(1+(1-Tax Rate)*(Debt/Equity)). (7) Represents long-horizon historical equity risk premium per Duff & Phelps 2021. (8) Represents size premium for companies with market 7 capitalizations between $1.3bn and $2.2bn per Duff & Phelps 2021. (9) Based on ICE BofA BB US Corporate Index. (10) Cactus tax rate based on Management Outlook. Tax rate for each peers is based on corporate tax rate in the country of domicile. (11) WACC equals ((Debt/Capitalization * (Cost of Debt * (1 – Tax Rate))) + (Equity/Capitalization * Levered Cost of Equity)).
Trading Comps and Historical Performance Benchmarking EV / EBITDA Multiples 2019A-2021A Metrics Net Leverage EV / '23E EBITDA EV / '24E EBITDA Revenue CAGR EBITDA Margin Exp. 2021A EBITDA Margin FY'23E Net Leverage (3) Management 22.0x Consensus 17.4x Traeger 47% Thule Group +6pp Thule Group 25% Management 10.8x Consensus 19.0x Thule Group 14.5x Yeti 25% Whirlpool +4pp Yeti 23% Consensus 9.3x Stanley Black & Traeger 17.6x Management 13.5x Management 24% Yeti +4pp 17% Traeger 9.1x Decker Thule Group 16.1x Traeger 12.6x Consensus 24% Electrolux +2pp Helen of Troy 16% Spectrum Brands 5.1x Stanley Black & Stanley Black & Stanley Black & 11.5x Yeti 9.6x Thule Group 21% +2pp Management 15% 4.3x Decker Decker Decker Stanley Black & Yeti 11.1x 9.3x Helen of Troy 15% Management +1pp Consensus 15% Newell Brands 4.2x Decker Stanley Black & Helen of Troy 10.3x Helen of Troy 9.2x 9% Consensus +1pp Traeger 15% Helen of Troy 3.3x (4) Decker (4) (1) (1) Spectrum Brands 9.5x Spectrum Brands 8.6x Spectrum Brands 6% Spectrum Brands +0pp Spectrum Brands 14% Whirlpool 3.1x (5) Newell Brands 8.8x Newell Brands 8.3x Newell Brands 5% Groupe SEB (0pp) Whirlpool 14% Groupe SEB 2.8x Groupe SEB 8.1x Groupe SEB 7.3x Groupe SEB 3% Helen of Troy (1pp) Newell Brands 14% Electrolux 1.7x (3) (2) (2) Whirlpool 7.2x Whirlpool 7.0x Whirlpool 3% Traeger (1pp) Groupe SEB 13% Thule Group 1.3x (6) Electrolux 5.8x Electrolux 4.8x Electrolux 2% Newell Brands n.a. Electrolux 10% Yeti 0.1x 75th Percentile 11.4x 9.5x 19% +4pp 17% 4.3x Median 9.9x 8.9x 8% +2pp 14% 3.2x 25th Percentile 8.3x 7.6x 4% (0pp) 14% 2.0x Source: Management Outlook and FactSet as of December 9, 2022. Note: Figures on Cactus’s fiscal year, unless otherwise noted. Cactus market data as of October 24, 2022. (1) Adjusted to reflect HHI transaction. (2) Pro forma for InSinkErator transaction. (3) Figures on Traeger’s fiscal year due to lack of data. (4) Reflects annualized 8 organic growth figures. (5) Figure reflects annualized core sales growth on Newell’s fiscal year (FYE December 31). (6) Excluded due to noise surrounding divestitures of Pure Fishing, Jostens and The Waddington group.
Trading Comps and Projected Performance Benchmarking EV / EBITDA Multiples 2021A-2024E Expected Metrics Net Leverage EV / '23E EBITDA EV / '24E EBITDA Revenue CAGR EBITDA Margin Exp. 2023E EBITDA Margin FY'23E Net Leverage Management 22.0x Consensus 17.4x Yeti 13% Helen of Troy +1pp Yeti 20% Management 10.8x Stanley Black & (3) Consensus 19.0x Thule Group 14.5x 5% Newell Brands +0pp Thule Group 19% Consensus 9.3x Decker Traeger 17.6x Management 13.5x Electrolux 4% Spectrum Brands (1pp) Helen of Troy 17% Traeger 9.1x Thule Group 16.1x Traeger 12.6x Groupe SEB 3% Groupe SEB (1pp) Newell Brands 13% Spectrum Brands 5.1x Stanley Black & Stanley Black & 11.5x Yeti 9.6x Helen of Troy (0%) Electrolux (1pp) Spectrum Brands 13% 4.3x Decker Decker Stanley Black & Yeti 11.1x 9.3x Traeger (1%) Yeti (2pp) Groupe SEB 11% Newell Brands 4.2x Decker Helen of Troy 10.3x Helen of Troy 9.2x Thule Group (2%) Management (3pp) Consensus 11% Helen of Troy 3.3x Stanley Black & (1) (1) (2) Spectrum Brands 9.5x Spectrum Brands 8.6x Spectrum Brands (2%) Whirlpool (4pp) 11% Whirlpool 3.1x Decker Stanley Black & (3) Newell Brands 8.8x Newell Brands 8.3x Newell Brands (4%) (4pp) Whirlpool 10% Groupe SEB 2.8x Decker Groupe SEB 8.1x Groupe SEB 7.3x Management (5%) Consensus (4pp) Management 9% Electrolux 1.7x (2) (2) (2) Whirlpool 7.2x Whirlpool 7.0x Whirlpool (5%) Thule Group (5pp) Traeger 8% Thule Group 1.3x Electrolux 5.8x Electrolux 4.8x Consensus (10%) Traeger (5pp) Electrolux 8% Yeti 0.1x 75th Percentile 11.4x 9.5x 3% (1pp) 16% 4.3x Median 9.9x 8.9x (1%) (2pp) 12% 3.2x 25th Percentile 8.3x 7.6x (2%) (4pp) 10% 2.0x Source: Management Outlook and FactSet as of December 9, 2022. Note: Figures on Cactus’s fiscal year. Cactus market data as of October 24, 2022. (1) Adjusted to reflect HHI transaction. 9 (2) Pro forma for InSinkErator transaction. (3) Not pro forma for CH&S divesture.
Analyst Price Targets Analyst Sentiment Over Time Wall Street Price Targets # of Analysts 88877 100% $8.00 $19 $16 $6.00 $18 80% 100% 57% $5.00 75% $11 100% 60% 63% $4.00 $10 $8 $9 40% $4.00 $8 (1) $7 $4 20% 38% $3.00 25% 43% $2.75 0% Oct-21 Jan-22 Apr-22 Jul-22 Current Memo: Analyst Price Target Statistics n.a. Median $19 $16 $11 $8 $4 Median: % Premium +8% +55% +16% +7% (38%) $4.00 Buy Hold Sell Price Tgt. Price Buy Hold Sell 10 Source: Wall Street research and FactSet as of October 24, 2022 (market close prior to 10/24 Bonsai proposal). (1) Reflects share price as of December 9, 2022. % of Analyst Sentiment