UNITED STATES

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

 

 

WEBER INC.

(Name of the Issuer)

 

 

Weber Inc.

BDT Capital Partners, LLC

Ribeye Parent, LLC

Ribeye Merger Sub, Inc.

BDT WSP Holdings, LLC

BDT Capital Partners I-A Holdings, LLC

BDTCP GP I, LLC

BDT Capital Partners Fund 3, L.P.

BDT Capital Partners Fund 3 (TE), L.P.

BDT Capital Partners Fund 3 (Del), L.P.

BDT Capital Partners Fund 3 (Lux) SCSp

BDTCP GP 3, L.P.

BDTCP 3-A (DEL), LLC

BDTCP GP 3-A, L.P.

BDTCP GP 3-A (Lux) S.à r.l.

BDTCP GP 3, Co.

BDT Partners, LLC

BDT & MSD Holdings, L.P.

BDTP GP, LLC

Byron D. Trott

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

94770D102

(CUSIP Number of Class of Securities)

 

 

 

Alan Matula

Weber Inc.

1415 S. Roselle Road

Palatine, Illinois

(847) 934-5700

 

Byron Trott

c/o BDT Capital Partners,

LLC

401 N. Michigan Avenue, Suite 3100

Chicago, Illinois 60611

(312) 660-7300

 

Mary Ann Todd

BDT Capital Partners, LLC

BDT WSP Holdings, LLC

BDT Capital Partners I-A Holdings, LLC

BDTCP GP I, LLC

BDT Capital Partners Fund 3, L.P.

BDT Capital Partners Fund 3 (TE), L.P.

BDT Capital Partners Fund 3 (Del), L.P.

BDT Capital Partners Fund 3 (Lux) SCSp

BDTCP GP 3, L.P.

BDTCP 3-A (DEL), LLC

BDTCP GP 3-A, L.P.

BDTCP GP 3-A (Lux) S.à r.l.

BDTCP GP 3, Co.

BDT Partners, LLC

BDT & MSD Holdings, L.P.

BDTP GP, LLC

401 N. Michigan Avenue, Suite 3100

Chicago, Illinois 60611

(312) 660-7300

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to

 

Melissa Sawyer

Matthew B. Goodman

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

 

Marc O. Williams

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

 

David Perkins

Aaron Gruber

Maurio Fiore

Cravath, Swaine & Moore LLP

825 8th Avenue

New York, NY 10019

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This statement is filed in connection with (check the appropriate box):

 

a. 

    The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Exchange Act”).

b. 

    The filing of a registration statement under the Securities Act of 1933.

c. 

    A tender offer.

d. 

    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

 

 

 


INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Exchange Act, by (a) Weber Inc., a Delaware corporation (“Weber” or the “Company”), the issuer of the shares of Class A common stock, par value $0.001 per share (the “Class A Shares”), and Class B common stock, par value $0.00001 per share (the “Class B Shares” and, together with the Class A Shares, the “Common Shares”), of Weber that are the subject of the Rule 13e-3 transaction; (b) Ribeye Parent, LLC, a Delaware limited liability company (“Parent”); (c) Ribeye Merger Sub, Inc., a Delaware corporation (“Merger Sub”); and (d) BDT Capital Partners, LLC, BDT WSP Holdings, LLC, BDT Capital Partners I-A Holdings, LLC, BDTCP GP I, LLC, BDT Capital Partners Fund 3, L.P., BDT Capital Partners Fund 3 (TE), L.P., BDT Capital Partners Fund 3 (Del), L.P., BDT Capital Partners Fund 3 (Lux) SCSp, BDTCP GP 3, L.P., BDTCP 3-A (DEL), LLC, BDTCP GP 3-A, L.P., BDTCP GP 3-A (Lux) S.à r.l., BDTCP GP 3, Co., BDT Partners, LLC, BDT & MSD Holdings, L.P., BDTP GP, LLC and Byron D. Trott (collectively, together with Parent and Merger Sub, the “BDT Entities”). Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”

This Transaction Statement relates to the Agreement and Plan of Merger, dated December 11, 2022 (the “Merger Agreement”), by and among Weber, Parent and Merger Sub. The Merger Agreement provides that Merger Sub will merge with and into Weber, with Weber continuing as the surviving corporation (the “Surviving Corporation”) and becoming a subsidiary of Parent (the “Merger”). In connection with the Merger Agreement, BDT Capital Partners Fund 3, L.P., BDT Capital Partners Fund 3 (TE), L.P., BDT Capital Partners Fund 3 (DEL), L.P. and BDT Capital Partners Fund 3 (Lux) SCSp (the “BDT Fund 3 Parties”) have entered into an equity commitment letter (the “Equity Commitment Letter”) with Weber with respect to Parent’s obligation to pay the aggregate Merger Consideration (as defined below) at the consummation of the Merger and other amounts required to be paid by Parent in connection with the consummation of the Merger, subject to the terms of the Merger Agreement and the Equity Commitment Letter.

Concurrently with the execution of the Merger Agreement on December 11, 2022, and as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement, Weber amended the Tax Receivable Agreement (the “Tax Receivable Agreement”), dated August 9, 2021, by and among Weber, Weber HoldCo, LLC (“HoldCo”) and certain other parties set forth therein. As amended, the Tax Receivable Agreement will automatically terminate in full without any payment, including any Tax Benefit Payment or Early Termination Payment (each as defined in the Tax Receivable Agreement) upon the consummation of the Merger, and none of the Transactions, including the Merger, will constitute a Change of Control (as defined in the Tax Receivable Agreement). In addition, on December 11, 2022, certain affiliates of the BDT Entities amended the Limited Liability Company Agreement of HoldCo (the “HoldCo LLC Agreement”). As amended, holders of Class B Shares and paired units of HoldCo will have the right to participate in the Merger by delivering a notice of participation on or prior to the date that is 11 days after the Company first files the preliminary Information Statement with the SEC. Such right will be in lieu of any right such holders had to participate in the Merger pursuant to Section 10.05(a) of the HoldCo LLC Agreement or otherwise redeem units of HoldCo during the period between the execution of the Merger Agreement and the consummation of the Merger.

Concurrently with the execution of the Merger Agreement on December 11, 2022, Weber-Stephen Products LLC (“Weber-Stephen”) and Parent entered into a $350 million loan agreement providing for (i) an unsecured committed revolving loan facility provided by Parent in an aggregate principal amount equal to $230 million (the “Revolving Credit Facility”) and (ii) a committed delayed draw term loan facility provided by Parent in an aggregate principal amount equal to $120 million (the “Term Facility” and, together with the Revolving Credit Facility, the “Facilities”). Each of the Facilities will mature on December 31, 2023. Loans made under the Facilities bear interest at a fixed annual rate equal to 15.0%. Interest and certain fees are payable (at Weber-Stephen’s election) in cash or “in kind”. Also on December 11, 2022, Weber-Stephen and certain affiliates of the BDT Entities entered into an amendment to a $61.2 million term loan credit agreement to extend the maturity date of the loans made thereunder from January 29, 2026, to January 29, 2028.

 

1


Upon the consummation of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each Class A Share issued and outstanding immediately prior to the Effective Time (other than (i) Class A Shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC (the “Holdings Shares”), (ii) any Common Shares canceled pursuant to the Merger Agreement and (iii) each Class A Share and each Class B Share for which the holder thereof is not a Specified Holder and is entitled to and properly demands appraisal pursuant to the DGCL, and does not withdraw or otherwise lose the right to appraisal pursuant to the DGCL (such Common Shares, the “Dissenting Shares”)) will be converted into the right to receive an amount in cash equal to $8.05 per Class A Share, without interest (the “Merger Consideration”). Each Holdings Share that is issued and outstanding immediately prior to the Effective Time and all of the issued and outstanding Class B Shares (other than any Class B Shares canceled pursuant to the Merger Agreement and any applicable Dissenting Shares), as of the Effective Time, will be converted into an equal number of Class A Shares and Class B Shares, respectively, of the Surviving Corporation and remain outstanding. Treatment of outstanding equity plan awards under Weber’s equity incentive plans and award agreements is described in greater detail in the Information Statement (defined below) under “The Merger Agreement—Consideration to be Received in the Merger.” Further, following consummation of the Merger, the Class A Shares will cease to be listed on the New York Stock Exchange and registration of the Class A Shares under the Exchange Act will be terminated.

The board of directors of Weber (the “Board”) (acting in reliance upon the unanimous recommendation of a special committee of the Board, comprised solely of independent and disinterested directors (the “Special Committee”)) (i) determined that the Merger Agreement and the transactions contemplated thereby (the “Transactions”) including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, are advisable, fair to, and in the best interests of Weber and its stockholders, excluding Byron D. Trott, BDT Capital Partners I-A Holdings, LLC, BDT WSP Holdings, LLC and BDT Family Holdings, LLC (the “Specified Holders”) or any of their respective affiliates, (ii) approved the Merger Agreement, the execution and delivery by Weber of the Merger Agreement, the performance by Weber of its obligations contained therein and the consummation of the Transactions, including the Merger, on the terms and subject to the conditions contained in the Merger Agreement and (iii) resolved to recommend adoption and approval of the Merger Agreement and the Transactions, including the Merger, to Weber’s stockholders in accordance with the DGCL.

Concurrently with the filing of this Transaction Statement, Weber is filing a notice of written consent and appraisal rights and information statement (the “Information Statement”) under Section 14(c) of the Exchange Act. A copy of the Information Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Information Statement. In accordance with Section 228 and Section 251 of the DGCL, Weber’s Amended and Restated Certificate of Incorporation, dated August 5, 2021, Weber’s Amended and Restated Bylaws, dated August 5, 2021, and the Stockholders Agreement, dated August 9, 2021, by and among Weber, HoldCo and certain other parties set forth therein, the adoption of the Merger Agreement and the approval of the Merger and the other Transactions required the affirmative vote or written consent, by stockholders of Weber holding (i) a majority of the Class A Shares outstanding, (ii) a majority of (A) the Class B Shares outstanding and (B) the Class B Shares held by the stockholders party to the Stockholders Agreement, and (iii) a majority of the Common Shares outstanding (the “Required Stockholder Approval”). On December 11, 2022, the Specified Holders, which on such date beneficially held (i) a majority of the Class A Shares outstanding, (ii) a majority of (A) the Class B Shares outstanding and (B) the Class B Shares held by the stockholders party to the Stockholders Agreement, and (iii) a majority of the Common Shares outstanding, executed and delivered to Weber a written consent adopting the Merger Agreement and approving the Merger (the “Written Consent”), thereby providing the Required Stockholder Approval for the Merger.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Information Statement is in preliminary form and is subject to completion.

All information contained in this Transaction Statement concerning any of the filing persons has been provided by such filing person and no filing person has produced any disclosure with respect to any other filing persons.

 

2


ITEM 1. SUMMARY TERM SHEET

The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

ITEM 2. SUBJECT COMPANY INFORMATION

(a) Name and Address. The information set forth in the Information Statement under the following caption is

incorporated herein by reference:

“The Parties to the Merger Agreement”

(b) Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“Market Information, Dividends and Certain Transactions in the Class A Shares”

(c) Trading Market and Price. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Class A Shares”

(d) Dividends. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Class A Shares”

(e) Prior Public Offerings. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Market Information, Dividends and Certain Transactions in the Class A Shares”

(f) Prior Stock Purchases. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Class A Shares”

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Parties to the Merger Agreement”

“Directors, Executive Officers and Controlling Persons of the Company”

“Where You Can Find More Information”

ITEM 4. TERMS OF THE TRANSACTION

(a)(1) Material Terms – Tender Offers. Not applicable.

 

3


(a)(2) Material Terms – Merger or Similar Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Certain Company Financial Forecasts”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

“The Special Factors – Accounting Treatment”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Delisting and Deregistration of Class A Shares”

“The Special Factors – Material United States Federal Income Tax Consequences of the Merger”

“The Merger Agreement”

“Annex A: The Merger Agreement”

“Annex B: Opinion of Centerview”

“Annex D: HSR Waiver Letter”

(c) Different Terms. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

(d) Appraisal Rights. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary – Appraisal Rights”

“Questions and Answers about the Merger”

“The Merger Agreement – Dissenting Shares”

“Appraisal Rights”

“Annex E: Section 262 of the Delaware General Corporation Law”

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“Appraisal Rights”

“The Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board

“Provisions for Unaffiliated Stockholders”

(f) Eligibility for Listing or Trading. Not applicable.

 

4


ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a) Transactions. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Class A Shares”

(b)–(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Special Factors – Financing”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

“The Special Factors – Fees and Expenses”

“The Special Factors – Delisting and Deregistration of Class A Shares”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

“The Merger Agreement – Written Consent; Merger Sub Shareholder Consent”

“Market Information, Dividends and Certain Transactions in the Class A Shares”

“Annex A: The Merger Agreement”

“Annex D: HSR Waiver Letter”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Special Factors – Financing”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Fees and Expenses”

“The Special Factors – Delisting and Deregistration of Class A Shares”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

“The Merger Agreement – Written Consent; Merger Sub Shareholder Consent”

“The Merger Agreement – Other Covenants and Agreements”

“Market Information, Dividends and Certain Transactions in the Class A Shares”

“Annex A: The Merger Agreement”

“Annex D: HSR Waiver Letter”

 

5


ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(b) Use of Securities Acquired. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Delisting and Deregistration of Class A Shares”

“The Special Factors – Plans for the Company After the Merger”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

(c)(1)–(8) Plans. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

“The Special Factors – Delisting and Deregistration of Class A Shares”

“The Special Factors – Plans for the Company After the Merger”

“The Special Factors – Fees and Expenses”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Annex A: The Merger Agreement”

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a) Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

“The Special Factors – Plans for the Company After the Merger”

(b) Alternatives. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Alternatives to the Merger”

 

6


(c) Reasons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

(d) Effects. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Financing”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

“The Special Factors – Accounting Treatment”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Delisting and Deregistration of Class A Shares”

“The Special Factors – Plans for the Company After the Merger”

“The Special Factors – Material United States Federal Income Tax Consequences of the Merger”

“The Special Factors – Fees and Expenses”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

“The Merger Agreement – Dissenting Shares”

The Merger Agreement – Charter; Bylaws”

“The Merger Agreement – Indemnification and Insurance”

“Appraisal Rights”

“Annex A: The Merger Agreement”

“Annex E: Section 262 of the Delaware General Corporation Law”

 

ITEM 8.

FAIRNESS OF THE TRANSACTION

(a)–(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the BDT Entities in Connection with the Merger”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“Annex B: Opinion of Centerview”

 

7


The confidential discussion materials prepared by Centerview Partners LLC and provided to (a) the Special Committee, dated November 1, 2022, November 5, 2022, November 9, 2022, November 21, 2022, November 28, 2022, November 29, 2022, December 5, 2022 and December 10, 2022, are attached hereto as Exhibits (c)(2) through and including (c)(9), and (b) the Board, dated December 11, 2022 are attached hereto as Exhibit (c)(10) and, in each case, are incorporated by reference herein.

(c) Approval of Security Holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Merger Agreement – Written Consent; Merger Sub Shareholder Consent”

“Annex A: The Merger Agreement”

(d) Unaffiliated Representative. Not applicable.

(e) Approval of Directors. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

(f) Other Offers. The information set forth in the Information Statement under the following captions is incorporated by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“The Merger Agreement – No Solicitation; Superior Proposal and Adverse Recommendation Change”

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Certain Company Financial Forecasts”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“Annex B: Opinion of Centerview”

 

8


The confidential discussion materials prepared by Centerview Partners LLC and provided to (a) the Special Committee, dated ,November 1, 2022, November 5, 2022, November 9, 2022, November 21, 2022, November 28, 2022, November 29, 2022, December 5, 2022 and December 10, 2022 are attached hereto as Exhibits (c)(2) through and including (c)(9) and (b) the Board, dated December 11, 2022 are attached hereto as Exhibit (c)(10) and, in each case, are incorporated by reference herein.

The reports, opinions or appraisals referenced in this Item 9 are filed herewith or incorporated by reference herein and will be made available for inspection and copying at the principal executive offices of Weber during its regular business hours by any interested holder of Common Stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing from Weber at the email address provided under the caption “Where You Can Find More Information” in the Information Statement, which is incorporated herein by reference.

 

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

(a)–(b) Source of Funds; Conditions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Financing”

“The Special Factors – Position of the BDT Entities in Connection with the Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Financing of the Merger”

“Annex A – The Merger Agreement”

(c) Expenses. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Special Factors – Fees and Expenses”

(d) Borrowed Funds. Not applicable.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a) Securities Ownership. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Directors, Executive Officers and Controlling Persons of the Company”

“Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“The Special Factors – Background of the Merger”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Market Information, Dividends and Certain Transactions in the Class A Shares”

“Annex A: The Merger Agreement”

ITEM 12. THE SOLICITATION OR RECOMMENDATION

(d) Intent to Tender or Vote in a Going-Private Transaction. Not applicable.

(e) Recommendations of Others. Not applicable.

 

9


ITEM 13.

FINANCIAL STATEMENTS

(a) Financial Statements. The audited financial statements set forth in Weber’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, originally filed on December 14, 2022, are incorporated by reference herein (see pages 65 to 112 therein). The information is set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Class A Shares”

“Where You Can Find More Information”

(b) Pro Forma Information. Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a) Solicitations or Recommendations. Not applicable.

(b) Employees and Corporate Assets. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Fees and Expenses”

ITEM 15. ADDITIONAL INFORMATION

(b) Golden Parachute Compensation. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

(c) Other Material Information. The information set forth in the Information Statement, including all annexes thereto, is incorporated herein by reference.

 

10


ITEM 16.

EXHIBITS

 

Exhibit
No.
  Description
(a)(1)   Preliminary Information Statement of Weber Inc. incorporated herein by reference to the Information Statement.
(c)(1)   Opinion of Centerview Partners LLC to the Special Committee of the Board of Directors of Weber Inc. dated December  10, 2022, incorporated herein by reference to Annex B to the Information Statement.
(c)(2)*  

Discussion materials prepared by Centerview Partners LLC, dated November 1, 2022, for the Special Committee of the Board of Directors of Weber Inc.

(c)(3)*   Discussion materials prepared by Centerview Partners LLC, dated November 5, 2022, for the Special Committee of the Board of Directors of Weber Inc.
(c)(4)*   Discussion materials prepared by Centerview Partners LLC, dated November 9, 2022, for the Special Committee of the Board of Directors of Weber Inc.
(c)(5)*   Discussion materials prepared by Centerview Partners LLC, dated November 21, 2022, for the Special Committee of the Board of Directors of Weber Inc.
(c)(6)*   Discussion materials prepared by Centerview Partners LLC, dated November 28, 2022, for the Special Committee of the Board of Directors of Weber Inc.
(c)(7)*   Discussion materials prepared by Centerview Partners LLC, dated November 29, 2022, for the Special Committee of the Board of Directors of Weber Inc.
(c)(8)*   Discussion materials prepared by Centerview Partners LLC, dated December 5, 2022, for the Special Committee of the Board of Directors of Weber Inc.
(c)(9)*   Discussion materials prepared by Centerview Partners LLC, dated December 10, 2022, for the Special Committee of the Board of Directors of Weber Inc.
(c)(10)*   Discussion materials prepared by Centerview Partners LLC, dated December 11, 2022, for the Board of Directors of Weber Inc.
(d)(1)   Agreement and Plan of Merger, dated as of December  11, 2022, by and among Weber Inc., Ribeye Parent, LLC and Ribeye Merger Sub, Inc., incorporated herein by reference to Annex A to the Information Statement.
(d)(2)   HSR Waiver Letter Agreement, dated January  10, 2022, by and among Weber Inc., Ribeye Parent, LLC and Ribeye Merger Sub, Inc., incorporated herein by reference to Annex D to the Information Statement.
(d)(3)   Equity Commitment Letter, dated December  11, 2022, by and among BDT Capital Partners Fund 3 (DEL), L.P., BDT Capital Partners Fund 3 (Lux) SCSp, BDT Capital Partners Fund 3 (TE), L.P., BDT Capital Partners Fund 3, L.P. and Ribeye Parent, LLC, incorporated herein by reference to the Schedule 13D/A filed by Byron D. Trott on December 12, 2022.
(d)(4)
  Loan Agreement, dated November  8, 2022, between Weber-Stephen Products LLC, as borrower, and the lenders party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 9, 2022
(d)(5)
  Amendment No. 1 to Loan Agreement, dated December  11, 2022, between Weber-Stephen Products LLC, as borrower, and the lenders party thereto, incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 12, 2022.
(d)(6)
  Loan Agreement, dated December  11, 2022, between Weber-Stephen Products LLC, as borrower, and the lenders referred to therein, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 12, 2022.
(d)(7)   Registration Rights Agreement, dated August  9, 2021, by and among Weber Inc. and the persons listed on the signatures pages thereto, incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 11, 2021.
(d)(8)   Reorganization Agreement, dated August  9, 2021, by and among Weber Inc. and the persons listed on the signatures pages thereto, incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed on July 27, 2021.
(d)(9)   Tax Receivable Agreement, dated August  9, 2021, by and among Weber Inc. and the persons named therein, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 11, 2021.
(d)(10)   Amendment No. 1 to the Tax Receivable Agreement, dated December  11, 2022, by and among Weber Inc. and the persons named therein, incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on December 12, 2022.
(d)(11)   Stockholders Agreement, dated August  9, 2021, by and among Weber Inc. and the persons named therein, incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 11, 2021.

 

11


(d)(12)   Amended and Restated Limited Liability Company Agreement of Weber Holdco LLC, incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on August 11, 2021.
(d)(13)   First Amendment, dated December  11, 2022, to the Amended and Restated Limited Liability Company Agreement of Weber-Stephen Products LLC, incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on December  12, 2022.
(f)(1)   Section  262 of the Delaware General Corporation Law, incorporated herein by reference to Annex E to the Information Statement.
107*   Filing Fee Table

 

*

To be filed herewith

 

12


SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 17, 2023.

 

WEBER INC.
By: /s/ Alan Matula
Name: Alan Matula
Title: Chief Executive Officer
BDT CAPITAL PARTNERS, LLC
By: /s/ Mary Ann Todd
Name: Mary Ann Todd
Title: Partner & General Counsel
RIBEYE PARENT, LLC
By: /s/ Mary Ann Todd
Name: Mary Ann Todd
Title: General Counsel & Secretary
RIBEYE MERGER SUB, INC.
By: /s/ Mary Ann Todd
Name: Mary Ann Todd
Title: General Counsel & Secretary
BDT WSP HOLDINGS, LLC
By: BDT Capital Partners, LLC
Its: Managing Member
By: /s/ Mary Ann Todd
Name: Mary Ann Todd
Title: Partner & General Counsel
BDT CAPITAL PARTNERS I-A HOLDINGS, LLC
By: /s/ Mary Ann Todd
Name: Mary Ann Todd
Title: Secretary & General Counsel
BDTCP GP I, LLC
By: /s/ Mary Ann Todd
Name: Mary Ann Todd
Title: Secretary & General Counsel
BDT CAPITAL PARTNERS FUND 3, L.P.
By: BDTCP GP 3, L.P.
Its: General Partner
By: BDTCP GP 3, Co.
Its: General Partner
By: /s/ Mary Ann Todd
Name: Mary Ann Todd
Title: Secretary & General Counsel


BDT CAPITAL PARTNERS FUND 3 (TE), L.P.

By: BDTCP GP 3-A, L.P.

Its: General Partner

By: BDTCP GP 3, Co.

Its: General Partner

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel

BDT CAPITAL PARTNERS FUND 3 (DEL), L.P.

By: BDTCP GP 3-A (DEL), LLC

Its: General Partner

By: BDTCP GP 3-A, L.P.

Its: Sole Member

By: BDTCP GP 3, Co.

Its: General Partner

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel

BDT CAPITAL PARTNERS FUND 3 (LUX) SCSP

By: BDTCP GP 3-A (Lux) S.à r.l.

Its: General Partner

By: /s/ Cindy Z. Michel

Name: Cindy Z. Michel

Title: Class A Manager

BDTCP GP 3, L.P.

By: BDTCP GP 3, Co.

Its: General Partner

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel

BDTCP 3-A (DEL), LLC

By: BDTCP GP 3-A, L.P.

Its: Sole Member

By: BDTCP GP 3, Co.

Its: General Partner

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel


BDTCP GP 3-A, L.P.

By: BDTCP GP 3, Co.

Its: General Partner

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel

BDTCP GP 3-A (LUX) S.À R.L.

By: /s/ Cindy Z. Michel

Name: Cindy Z. Michel

Title: Class A Manager

BDTCP GP 3, CO.

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel

BDT PARTNERS, LLC

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: General Counsel & Secretary

BDT & MSD HOLDINGS, L.P.

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel

BDTP GP, LLC

By: /s/ Mary Ann Todd

Name: Mary Ann Todd

Title: Secretary & General Counsel

BYRON D. TROTT

By: /s/ Byron D. Trott

Exhibit (c)(2) – Preliminary Working Draft; All Figures Subject to Change / Update – Project Cactus Discussion Materials November 1, 2022


– Preliminary Working Draft; All Figures Subject to Change / Update – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Weber Inc. (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


ƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Executive Summary On 10/24, BDT submitted a proposal to acquire the Class A shares that it does not currently own (~27.5mm) for $6.25 per share in cash – Since the announcement, Cactus has traded up to $6.72 per share For today’s meeting, we plan to discuss: Situation Update –––– Terms of BDT’s 10/24 proposal and key aspects of the proposal that A require further clarification B –––– Framework to contextualize BDT’s proposal C –– Considerations for timing, process and tactics Request Special Committee to authorize Centerview and S&C to engage with BDT and Cravath to clarify aspects of its proposal Continue advancing A/R financing process and finalize BDT Term Loan Centerview to follow-up with management to discuss the updated outlook Next Steps and continue our assessment (if / as needed) Centerview to present preliminary assessment of the outlook to the Special Committee Develop and align on response to BDT 2 Source: FactSet as of October 28, 2022.


– Preliminary Working Draft; All Figures Subject to Change / Update – Special Committee “Roadmap Dashboard” Focus for Today’s Discussion A B C Evaluate Fr F amework Reach BDT’ B s 10/24 C Contextualizing Proposal and Negotiate for Agreement Proposal BDT’s Proposal Develop with BDT Negotiation with BDT Response How does the What are Offer value vs. What are key BDT offer price BDT negotiation potential value terms of compare to Becomes dynamics in of executing on the proposal? recent stock Unfriendly selected other mgmt. outlook performance? transactions? BDT What other Economic and Process, timing Withdraws Items to clarify factors should Non-Economic and tactical Proposal with BDT be taken into Terms of BDT considerations consideration? proposal Assessment of Negotiation Levers Management Outlook Learnings from diligence Offer value / Premium No regulatory closing conditions Key drivers of outlook Majority of the minority vote Buyer bridge loan Potential risks / opportunities Reverse termination fee Minimal R&W Comparison vs. expectations Financing contingency / backstop Ticking construct Theoretical value of outlook 3


ƒƒƒƒƒƒƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – BDT’s 10/24 Proposal A Overview of BDT’s 10/24 Proposal Proposal to acquire all outstanding class A shares not owned by BDT (~27.5mm as of September 30, 2022) Purchase price of $6.25 per share in cash (~$170mm total equity consideration) Headline – Implied equity value of $1.8bn Price – Implied enterprise value of $3.1bn (1) – Represents 20.5x ‘23E EBITDA and 18.8x ‘24E EBITDA Represents a 24% premium to closing price on 10/24/2022 (close prior to offer) Offers immediate liquidity to Cactus’s public shareholders BDT’s Stated Eliminates risks to public shareholders in current market and operating environment Rationale Cactus’s current leverage position is unsustainable and Cactus may be unable to effect a recapitalization Not expressly conditioned on obtaining majority of the minority approval Only interested in acquiring shares that BDT does not currently own No interest in selling shares it currently owns No interest in an alternative change of control transaction of Cactus Process Considerations Would not vote in favor of any alternative transaction Will not proceed with proposal unless it is recommended to the board by the Special Committee, advised by independent legal and financial advisors Not conditioned upon the acceptance of financing proposal by BDT and vice versa 4 Source: FactSet as of October 28, 2022. (1) Based on Cactus fiscal year consensus estimates.


ƒƒƒƒƒƒƒƒƒƒƒƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – BDT’s 10/24 Proposal A Key Aspects Of BDT’s 10/24 Proposal To Clarify What transaction structure is being contemplated (e.g., one-step merger vs. two-step tender offer) If a merger, will BDT deliver shareholder approval by written consent? What conversations have been had, if any, with Stephen family / other shareholders? Transaction Structure Does BDT anticipate asking or requiring the Stephen family to roll their B shares as part of the proposed transaction? What is the proposed treatment of outstanding pre-IPO profit interest units? What is the proposed treatment of unvested post-IPO incentive units and options? How will proposed transaction be financed? Equity or new debt financing? Who is providing the contemplated source(s) of financing? Proposed Transaction Are sources of capital (either equity or debt) already committed? “Sources” If debt financed, will BDT require a marketing period or inside date? Will BDT provide an equity backstop? Confirm shareholders that are part of the BDT group making the proposal Which shareholders constitute the 27.5mm shares proposed to be acquired by BDT? Proposed Transaction How are Byron Trott and MAD family trust shares treated in proposed transaction? “Uses” Confirm the proposed treatment of the Class B shares and what BDT expects unitholders to do in a transaction (e.g., convert to A shares or rollover B units) How does BDT envision the sequencing of solving for Cactus’s liquidity need, negotiating Capital covenant relief and effectuating a potential take-private transaction? Structure What is BDT’s proposed timeline to signing and closing? Timing What approvals are required? 5


– – Preliminary Working Draft; All Figures Subject to Change / Update – Contextualizing BDT’s C Proposal B Cactus Share Price Performance Post-IPO Cactus Share Price Implied Premium / (55%) (7%) (15%) +24% (7%) (Discount) vs. BDT Proposal $14.00 $7.35 Proposal: $6.70 $6.72 $6.25/sh $5.03 (1) IPO Price 20-Day VWAP Day Before BBG Rumor Price Before Proposal Current $24 (August 5, 2022) (October 10, 2022) (October 10, 2022) (October 24, 2022) (October 28, 2022) $20 $16 IPO @ $14.00 $12 $7.35 $8 20-Day VWAP: $6.70 $6.72 $5.03 $4 Aug-21 Sep-21 Oct-21 Dec-21 Jan-22 Mar-22 Apr-22 Jun-22 Jul-22 Aug-22 Oct-22 Source: FactSet as of October 28, 2022. 6 Note: Dollars. (1) Reflects closing price prior to BDT proposal.


– – Preliminary Working Draft; All Figures Subject to Change / Update – C Contextualizing BDT’s Proposal B Premia in Selected Precedent Minority “Squeeze Out” Transactions (1) Selected Precedent Minority “Squeeze Out” Transactions Implied Initial Bid Premium to Initial to Final Bid Premium to % of Equity Enterprise Unaffected 20-Day Final Bid Unaffected 20-Day (2) (3) (4) (3) Date Target Acquiror Owned Value Price VWAP % Increase Price VWAP Jun-22 Convey TPG Capital 75% $1.1 66% 48% 17% 143% 106% Nov-20 Urovant Sumitovant Biopharma 72% 0.7 55% 53% 30% 96% 103% Aug-20 Akcea Ionis Pharmaceuticals 76% 1.5 42% 39% 13% 59% 59% Aug-20 Hudson Dufry AG 57% 1.1 24% 9% 23% 50% 59% Nov-19 AVX KYOCERA Corp 72% 2.9 30% 27% 12% 45% 42% Jun-18 Foundation Medicine Roche 57% 5.3 30% 38% 3% 29% 40% Nov-16 Synutra Investor Group 64% 0.8 54% 30% 2% 58% 33% Sep-16Federal-Mogul Icahn 82%4.441%65%32%101%136% (5) Mar-16 Crown Media Hallmark 90% 2.1 2% 13% -% 2% 13% Sep-13 Cornerstone Therapeutics Chiesi Farmaceutici 58% 0.3 22% 20% 45% 78% 74% Mar-13 Sauer-Danfoss Danfoss 76% 2.6 24% 24% 19% 49% 48% 25th Percentile 61% 24% 22% 7% 47% 41% Median 72% 30% 30% 17% 58% 59% 75th Percentile 76% 48% 43% 27% 87% 89% Source: FactSet as of October 28, 2022. Note: Dollars in billions. (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last 10 years with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=11). (2) Reflects unaffected date of first bid. (3) Reflects 20 trading days. (4) Reflects unaffected date of transaction announcement. 7 (5) On June 24, 2013, Crown Media filed an amendment to its Schedule 13D disclosing it was evaluating a “short-form merger to eliminate the minority stockholders”. Final price reflects 151% premium to share price on June 24, 2013.


– – Preliminary Working Draft; All Figures Subject to Change / Update – Contextualizing BDT’s C Proposal B Reflects Management Forecast as of 10/28/22 Illustrative Analysis At Various Prices 30% premia 10/24 BDT 58% premia Proposal Share Price $6.25 $7.00 $8.00 $9.00 $10.00 $11.00 % Premium / (Discount) to: Current Price (10/28/22) $6.72 (7%) +4% +19% +34% +49% +64% Closing Price Prior to 10/24 Proposal $5.03 +24% +39% +59% +79% +99% +119% (1) 20-Day VWAP $6.70 (7%) +4% +19% +34% +49% +64% Price Before BBG Rumor (10/10/22) $7.35 (15%) (5%) +9% +22% +36% +50% Implied Equity Value $1,821 $2,040 $2,332 $2,630 $2,930 $3,230 (2) Plus: Net Debt 1,268 1,268 1,268 1,268 1,268 1,268 Implied Enterprise Value ($mm) $3,089 $3,308 $3,599 $3,897 $4,197 $4,498 Implied EV / EBITDA (Management) (3) 2022E ($3) n.a. n.a. n.a. n.a. n.a. n.a. 2023E 130 23.8x 25.4x 27.7x 30.0x 32.3x 34.6x 2024E 222 13.9x 14.9x 16.2x 17.6x 18.9x 20.3x Implied EV / EBITDA (Consensus) 2022E $37 82.5x 88.4x 96.1x 104.1x 112.1x 120.1x 2023E 151 20.5x 21.9x 23.9x 25.8x 27.8x 29.8x 2024E 164 18.8x 20.1x 21.9x 23.7x 25.5x 27.4x Source: Management and FactSet as of October 28, 2022. Note: Dollars in millions, except per share amounts. (1) Reflects 20 trading days as of BBG Rumor date. 8 (2) Net debt excludes NCI that is related to Up-C structure. (3) Negative multiples presented as “n.a.”.


– Preliminary Working Draft; All Figures Subject to Change / Update – Framework for Negotiation C Timing in Selected Precedent Minority “Squeeze Out” Transactions (1) Timing in Selected Precedent Minority “Squeeze Out” Transactions Days Between # of Initial & Initial Bid & Signing & Initial Bid & Date Target Acquiror Bids Final Bid Signing Closing Closing Jun-22 Convey TPG Capital 3 42 47 109 156 Nov-20 Urovant Sumitovant Biopharma 5 4 6 137 143 Aug-20 Akcea Ionis Pharmaceuticals 4 9 11 43 54 Aug-20 Hudson Dufry AG 3 40 44 103 147 Nov-19 AVX KYOCERA Corp 4 62 86 38 124 Jun-18 Foundation Medicine Roche 4 3 3 43 46 Nov-16 Synutra Investor Group 2 239 308 180 488 Sep-16Federal-MogulIcahn 4 309 191 139 330 Mar-16 Crown Media Hallmark 1 – 54 – 54 Sep-13 Cornerstone Therapeutics Chiesi Farmaceutici 5 205 209 141 350 Mar-13 Sauer-Danfoss Danfoss 4 85 93 42 135 25th Percentile 3 7 28 43 89 Median 4 42 54 103 143 75th Percentile 4 145 142 138 243 Source: Management and FactSet as of October 28, 2022. 9 (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last 10 years with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=11).


88888888 9 99999999 888888 99999 88888 9 – Preliminary Working Draft; All Figures Subject to Change / Update – Framework for Negotiation C Non-Economic Terms in Selected Precedent Minority “Squeeze Out” Transactions (1) Non-Economic Terms in Selected Precedent Minority “Squeeze Out” Transactions Structure Non-Economic Terms Go-Shop Majority of Written No Financing Reverse Date Target Acquiror Merger or Tender? Provision? Minority? Consent? Contingency? Termination Fee? Jun-22 Convey TPG Capital Merger 88 999 Nov-20 Urovant Sumitovant Biopharma Merger Aug-20 Akcea Ionis Pharmaceuticals Tender (2) Aug-20 Hudson Dufry AG Merger 8888 Nov-19 AVX KYOCERA Corp Tender 88 Jun-18 Foundation Medicine Roche Tender 888 Nov-16 Synutra Investor Group Merger 99 99 Sep-16Federal-MogulIcahn Tender Mar-16 Crown Media Hallmark Tender 888 Sep-13 Cornerstone Therapeutics Chiesi Farmaceutici Merger Mar-13 Sauer-Danfoss Danfoss Tender % of Deals 18% 55% 9% 91% 27% Source: Management and FactSet as of October 28, 2022. Note: Dollars in billions. (1) All-cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last 10 years. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=11). (2) Acquisition was conditioned upon completion of an equity rights offering by Dufry, which required the approval of its shareholders. 10 Merger agreement included an additional reverse termination fee payable to Hudson if Dufry failed to gain approval of its equity rights offering, which was to provide capital to consummate the merger.


– Preliminary Working Draft; All Figures Subject to Change / Update – Framework for Negotiation C Process In Context Of Key Upcoming Dates Key Upcoming Dates (Week of) October November December January February March 24 31714 21 28512 19 262 916 23 30613 20 27613 20 27 3/31 11/26 10/24 12/8 12/31 2/14 Projected Liquidity BDT Q4’22 Covenant Q1’23 trough required Proposal Earnings test Reporting liquidity deadline Draw on BDT Term Loan and complete A/R financing process 60 days 90 days 120 days since initial since initial since initial proposal proposal proposal 11


ƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Framework for Negotiation C Tactical Considerations Given exploring third party interest in a sale transaction is likely not viable, engaging Engaging with BDT to clarify key aspects of offer is logical next step with BDT Liquidity Continue process to solve liquidity and covenant relief regardless of outcome of a Need / potential transaction with BDT Covenant Relief Establish Will be important to focus BDT on “reference” price(s) and establish how Special “Reference” Committee will be evaluating offer Price Negotiation Objective should be to seek to improve value and / or terms through rounds of Strategy negotiations with BDT Non-economic terms provide Majority of the minority vote Buyer bridge loan greater deal certainty and lower Non- Reverse termination fee Minimal R&W risk for shareholders Economic Financing contingency / backstop Ticking construct Terms Can be used as levers in price No regulatory closing conditions negotiations 12


ƒƒƒƒ ƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Framework for Negotiation C Potential Alternative Paths BDT May Take BDT Becomes Unfriendly BDT Withdraws Proposal BDT may choose a more aggressive BDT may decide to withdraw its proposal approach to effect a transaction and publicly walk away If it wanted to unilaterally effect a transaction, May decide to take this approach if it feels BDT could do so through a tender offer negotiations are not constructive or merger If BDT withdraws, Cactus would still face its However, it would be doing so without the current difficult liquidity situation which approval of the Special Committee would likely, at least, decrease its share price If BDT unilaterally effects a transaction, the transaction would be subject to incremental However, BDT’s approach has also provided scrutiny and litigation risk signal to the market about confidence in the business, providing some price support BDT already stated in its proposal that it will not move forward with its proposal unless recommended by the Special Committee 13


Appendix


– Preliminary Working Draft; All Figures Subject to Change / Update – Cactus’ Current Equity Capitalization Equity Capitalization Table (As of September 30, 2022) Shares (000s) % Ownership Class of Holder Shareholder Class A Class B Total Class A Class B Total BDT Partners 25.6 152.7 178.3 48.1% 65.1% 62.0% MAD Private Family Trust (Byron Trott) 2.6 14.2 16.8 4.9% 6.0% 5.8% 27.5mm Byron Trott 2.1 11.5 13.6 4.0% 4.9% 4.7% Class A Shares Shares BDT Proposes to Acquire Kelly Rainko (Partner at BDT; Non-Exec. Director) 0.2 0.8 1.0 0.3% 0.4% 0.3% 38.0% Other Shareholders 22.7 8.8 31.5 42.8% 3.7% 10.9% WSP Investment (Stephen Family) – 38.8 38.8 – 16.5% 13.5% Holders of Only Class B Shares Weber-Stephen Management Pool – 7.7 7.7 – 3.3% 2.7% Total Non-BDT Partners 27.5 81.8 109.3 51.9% 34.9% 38.0% Total 53.1 234.5 287.6 100.0% 100.0% 100.0% 15 Source: Management. Note: Share counts in millions.

Exhibit (c)(3) – Preliminary Working Draft; All Figures Subject to Change / Update – Project Cactus Discussion Materials November 5, 2022


– Preliminary Working Draft; All Figures Subject to Change / Update – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


– Preliminary Working Draft; All Figures Subject to Change / Update – Special Committee “Roadmap Dashboard” Discussed in prior meeting Evaluate B Bonsai’ onsai’s s C Conte ontextualizin xtualizing g F Fr rame amewo wor rk k Reach Proposal and Negotiate 10/24 10/24 B Bonsai’ onsai’s s fo for r Agreement Develop with Bonsai P Pr ro oposal posal P Pr ro oposal posal Neg Nego otiation tiation with Bonsai Response H Ho ow w does the does the What ar What are e Offer value vs. Wh What ar at are e k key ey Bonsai off Bonsai offe er r Bonsai neg nego otiation tiation potential value t terms of erms of price compar price compare e Becomes d dynamics in ynamics in of executing on the pr the proposal? oposal? to r to re ecent stoc cent stock k Unfriendly se selected other lected other mgmt. outlook perf performance? ormance? transactions transactions? ? Bonsai Wh What other at other Economic and Pr Pro ocess, cess, timing timing Withdraws Items to clarify Items to clarify ffactors should actors should Non-Economic a and tactical nd tactical Proposal with Bonsai with Bonsai b be tak e taken into en into Terms of Bonsai considerations considerations consideration consideration? ? proposal Assessment of Negotiation Levers Management Outlook A Financial analysis (1) Offer value / Premium Necessary regulatory clearances Learnings from diligence B Majority of the minority vote Buyer bridge loan C Key drivers of Management Outlook Reverse termination fee Minimal R&W D Potential opportunities / risks Financing contingency / backstop Ticking construct E Comparison vs. expectations Focus for today’s discussion 2 (1) For example, expiration of HSR waiting period. To be confirmed.


ƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Executive Summary On 10/24, Bonsai submitted a proposal (“10/24 Proposal”) to acquire the Class A shares that it does not currently own (~27.5mm) for $6.25 per share in cash – Since the announcement, Cactus has traded up to $6.87 per share On 11/2, Centerview and S&C had a call with Bonsai to clarify aspects of the 10/24 Proposal and communicate to Bonsai that the Special Committee is evaluating the 10/24 Proposal On 11/3, the Special Committee approved management’s latest outlook (the Situation “Management Outlook”) for use in Centerview’s analysis Update Today we have provided an assessment based on the Management Outlook, including: A ––– Financial analysis B ––– Learnings from diligence C ––– Key drivers of the Management Outlook D ––– Potential opportunities and risks E ––– Comparison vs. consensus expectations Align on counterproposal to Bonsai Centerview and S&C to provide counterproposal to Bonsai Next Steps Continue advancing financing processes 3 Source: FactSet as of November 3, 2022.


– Preliminary Working Draft; All Figures Subject to Change / Update – A Financial Analysis Ill Illustrative Analysis At Various Prices 30% premia 10/24 Bonsai 58% premia Proposal Share Price $6.25 $7.00 $8.00 $9.00 $10.00 $11.00 % Premium / (Discount) to: Current Price (11/3/22) $6.87 (9%) +2% +16% +31% +46% +60% Closing Price Prior to 10/24 Proposal $5.03 +24% +39% +59% +79% +99% +119% (1) 20-Day VWAP $6.71 (7%) +4% +19% +34% +49% +64% Price Before BBG Rumor (10/10/22) $7.35 (15%) (5%) +9% +22% +36% +50% Implied Equity Value $1,807 $2,026 $2,319 $2,613 $2,911 $3,210 (2) Plus: Net Debt 1,409 1,409 1,409 1,409 1,409 1,409 Implied Enterprise Value ($mm) $3,216 $3,435 $3,728 $4,022 $4,320 $4,619 Implied EV / EBITDA (Management) (3) 2022E ($7) n.a. n.a. n.a. n.a. n.a. n.a. 2023E 130 24.7x 26.4x 28.7x 31.0x 33.2x 35.5x 2024E 213 15.1x 16.2x 17.5x 18.9x 20.3x 21.7x Implied EV / EBITDA (Consensus) 2022E $37 85.9x 91.8x 99.6x 107.4x 115.4x 123.4x 2023E 151 21.3x 22.8x 24.7x 26.7x 28.7x 30.6x 2024E 164 19.6x 20.9x 22.7x 24.5x 26.3x 28.1x Source: Management Outlook and FactSet as of November 3, 2022. Note: Dollars in millions, except per share amounts. (1) Reflects 20 trading days as of day of Bonsai proposal – reflects market close prior to Bonsai proposal 4 (2) Net debt excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. (3) Negative multiples presented as “n.a.”.


– Preliminary Working Draft; All Figures Subject to Change / Update – A Financial Analysis Preliminary Valuation Analysis Pr Methodology Selected Metric Implied Share Price 10/24 Bonsai Proposal: $6.25 Illustrative Discounted Cash Flow Analysis WACC: 9.50%-11.00% (Incl. Value of Tax PGR: 2.0%-3.0% $5.88 (1,2) $9.75 Attributes) $2.12 $7.98 Selected Public Enterprise Value / FY'24E (1) Comparables Analysis EBITDA: 9.5x-17.5x $5.03 $16.38 52-Week Closing Share Low: $5.03 Price Range High: $16.38 $8.00 $2.75 Low: Citi $2.75 (3) Analyst Price Targets High: Keybanc $8.00 Source: Management Outlook and FactSet as of November 3, 2022. (1) Reflects net debt of $1,409mm, excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. 5 (2) Discount rate used to value tax attributes is equal to midpoint of after-tax cost of debt (4.9%) and midpoint of WACC range (10.25%). (3) Reflects analyst price targets as of October 24, 2022 (market close prior to proposal). For Reference Only


ƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – B L Learnings From Diligence Summary of Diligence S Centerview reviewed recent board updates, strategy presentations, analyst models, budgets, debt and equity capitalization and other information provided by management Historical Several diligence calls with management to understand Cactus’s historical strategy, industry and Recent dynamics and Cactus’s historical and recent business trends and financial performance Financial Performance Subsequent calls with management to discuss Cactus’s strategy and provided follow-up questions and data requests Centerview and members of Cactus’s management team discussed on multiple calls key areas of diligence of the Management Outlook, including, but not limited to: – FY2023 budget and cash flow forecast – Go forward expectations for growth of the outdoor grill category – New product development plans Management – Impact of cost inflation and foreign exchange Outlook – Cost savings and productivity initiatives – Investments in marketing and advertising – Capital expenditure plan – Net working capital – Mechanics of profit interest units, LTIP plan and options Several discussions with Cactus management team and its tax advisors to understand the tax attributes covered under Cactus’s tax receivables agreement Tax Follow-up discussions with the management team and tax advisors to update the TRA schedule Attributes to estimate the potential tax benefits available to Cactus under the Management Outlook Additional discussions with the management team on Cactus’s NOL carryforwards 6


ƒƒƒƒƒƒƒƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – B L Learnings From Diligence Ke Key Learnings From Diligence Cactus is a global leader in the outdoor grilling industry Cactus Cactus has a history of consistent growth, with annual revenue growth of ~10% since 1980 Positioning Recently embarked on a refreshed strategy centered around innovation, international expansion and acceleration in the direct-to-consumer channel The outdoor grill industry benefited from dynamics during COVID, including an increase in Macro and new homeowners, home renovations and a consumer behavior shift towards outdoor activities Industry In 2022, many of these favorable dynamics subsided, resulting in a decline of industry grill sales Dynamics which is expected to continue through 2023 (industry expected to be down 10%) Cactus benefited from favorable dynamics from 2020 - 2021, growing revenue at 24% annually Recent Due to a weakening macro and industry dynamics, revenue in 2022 declined 20% and Financial Adjusted EBITDA declined from $307mm in 2021 to ($7mm) in 2022 Performance Cactus has had to shift its strategic focus towards cost savings and productivity initiatives Cactus is currently facing a near-term liquidity challenge (November – December 2022) and potential violation of its 7.0x leverage covenant under its revolving facility at end of Q1’23 Near-Term Due to decline in 2022 margins, Cactus has taken cost savings actions including a reduction Challenges in force and advertising spending While raw material prices are recovering, lead-times and FX continue to be headwinds 2023 revenue is expected to decline 9% as outdoor grilling industry continues to see softness, but margins are expected to benefit from pricing and cost savings actions taken in 2022 Recovery Cactus expects industry sales volumes to begin recovering in 2024, when Cactus also expects Post 2024 to see margin benefits from lower inbound freight and material costs NPD initiatives begin in 2024 7


– Preliminary Working Draft; All Figures Subject to Change / Update – C K Key Drivers of Management Outlook Overview of Management Outlook O Grill Units Sold (mm) YoY Growth (%) ’19-’21 ’22-27E CAGR: 19% CAGR: 7% 21% 18% 17% 5.62 5.45 5.12 10% 10% 10% 4.66 4.51 Grill Units 4.23 4.10 3.86 3.59 Sold (25%) (13%) 2020 2021 2022E 2023E 2024E 2025E 2026E 2027E 2019 2020 2021 2022E 2023E 2024E 2025E 2026E 2027E Revenue ($mm) YoY Growth (%) ’19-’21 ’22-’27E CAGR: 24% CAGR: 7% 30% $2,274 18% 18% $2,070 10% $1,982 10% 10% $1,886 Revenue $1,710 $1,587 $1,525 $1,450 $1,296 (20%) (9%) 2019 2020 2021 2022E 2023E 2024E 2025E 2026E 2027E 2020 2021 2022E 2023E 2024E 2025E 2026E 2027E EBITDA ($mm) Margin (%) $468 21% 17% 15% $350 15% 15% 14% $307 12% EBITDA $256 $227 9% $213 $189 $130 (0%) ($7) 2019 2020 2021 2022E 2023E 2024E 2025E 2026E 2027E 2019 2020 2021 2022E 2023E 2024E 2025E 2026E 2027E Historicals Management Outlook 8 Source: Management Outlook. Note: Dollars in millions.


999999 – Preliminary Working Draft; All Figures Subject to Change / Update – D P Potential Opportunities and Risks Potential Opportunities and Risks Of Management Outlook P Cactus management has highlighted the below opportunities and risks Potential Opportunities Potential Risks Refreshed strategy to drive product leadership ? Recovery of outdoor grilling industry in 2024 and consumer focus ? NPD pipeline not realized until 2024 Evolving the organization and supply chain to be more agile and consumer-centric ? Success of NPD launches vs. expectations Strong pipeline of new product initiatives that ? FX is potentially a continued headwind will be released starting in 2024 Increased level of investment in working media ? Recovery of international markets and R&D beginning in 2024 ? Impact of recent headcount reduction and Efficiencies from opening of Poland plant decreased advertising spend Potential benefits and reduced lead times from ? Potential reaction from customers and suppliers moving sourcing to Mexico given near-term liquidity challenges 9


– Preliminary Working Draft; All Figures Subject to Change / Update – E C Comparison vs. Expectations C Comparison of Revenue Outlook vs. Consensus Estimates Q4’22E 2023E 2024E Implied YoY Growth Implied YoY Growth Implied YoY Growth $1,710 $262 (25%) (0%) 18% $1,667 (9%) $1,450 (45%) $194 4% $1,479 (15%) $1,385 (52%) $168 (53%) (18%) 6% $162 $1,299 $1,398 Management Outlook Consensus Median Analyst Estimates 10 Source: Management Outlook and Wall Street Research as of October 24, 2022 (market close prior to proposal). Note: Dollars in millions.


– Preliminary Working Draft; All Figures Subject to Change / Update – E C Comparison vs. Expectations C Comparison of EBITDA Outlook vs. Consensus Estimates Q4’22E 2023E 2024E Implied Margin / Implied Margin / Implied Margin / YoY Expansion YoY Expansion YoY Expansion 12% / $191 ($6) (2%) / $236 15% / +12pp +2pp +2pp 12% / $213 +3pp (24%) / ($39) (20pp) $155 11% / +8pp 12% / $184 +2pp 11% / (41%) / 9% / $130 +2pp $164 (37pp) +9pp ($69) Management Outlook Consensus Median Analyst Estimates 11 Source: Management Outlook and Wall Street Research as of October 24, 2022 (market close prior to proposal). Note: Dollars in millions.


ƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Next Steps Discuss and align on offer price for a counterproposal Discuss potential non-economic terms to consider in negotiations with Bonsai Centerview and S&C to prepare counterproposal term-sheet and respond to Bonsai Continue advancing financing workstreams 12


Supporting Materials


ƒƒ ƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Valuation Methodologies Discounted cash flow analysis based on Management Outlook and Management Extrapolations as provided by Cactus management Illustrative Discounted Cash Flow Analysis Benefits of tax attributes under Cactus’s tax receivable agreement and from NOLs are added to the discounted cash flow analysis Selected comparable public companies include peers that operate in the outdoor and home durables markets Selected Public Comparables Assumes EV / ’24E EBITDA multiples applied to Cactus Management Outlook 2024E EBITDA 52-Week Closing Share Price Low to high range of Cactus trading levels over the past 52 weeks Range Analyst Price Targets Low to high range of analyst price targets for Cactus 14 For reference only


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary 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 (%) (9%) 18% 10% 10% 10% 8% 6% 5% 3% 2% Gross Profit $537 $665 $746 $873 $1,012 $1,094 $1,166 $1,229 $1,279 $1,318 $1,318 Margin (%) 37% 39% 40% 42% 44% 45% 45% 45% 45% 46% 46% Illustrative Adjusted EBITDA $130 $213 $256 $350 $468 $506 $552 $596 $636 $672 $672 Margin (%) 9% 12% 14% 17% 21% 21% 21% 22% 23% 23% 23% Discounted (–) D&A (66) (69) (68) (70) (70) (70) (70) (70) (70) (70) (86) Free Cash Adjusted EBIT $64 $144 $187 $280 $399 $436 $482 $526 $566 $602 $586 Flow (–) SBC (35) (26) (26) (28) (29) (31) (32) (33) (33) (34) (34) (–) Taxes (7) (28) (39) (61) (89) (97) (108) (118) (128) (137) (133) NOPAT $22 $90 $123 $192 $281 $308 $342 $375 $405 $432 $420 (–) CapEx (72) (77) (122) (81) (79) (73) (78) (81) (84) (86) (86) (–) Increase in NWC 61 16 2 29 8 (4) (7) (6) (5) (4) (4) (+) D&A 66696870707070707070 86 uFCF $77 $98 $70 $210 $280 $300 $327 $357 $386 $412 $416 PV of FCF $73 $84 $54 $146 $175 $169 $166 $163 $159 $153 $154 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% $3,845 $4,024 $4,230 $8.40 $9.00 $9.70 8.8x 9.5x 10.2x Sensitivities 10.25% 3,435 3,573 3,730 7.00 7.47 8.01 8.0x 8.6x 9.2x 11.00% 3,095 3,204 3,327 5.83 6.21 6.63 7.4x 7.9x 8.4x Excludes Present Value of Tax Source: Management Outlook. (1) Attributes of ~$0.05 15 Note: Dollars in millions. Reflects Cactus balance sheet as of September 30, 2022. (1) 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 (4.9%) and midpoint of WACC range (10.25%).


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary Valuation Of Cactus Tax Attributes Cash Flow Benefit of TRAs and NOLs 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E+ Total TRA Benefit $0.0 $0.1 $0.6 $0.9 $1.1 $1.4 $1.2 $6.0 TRA Cash Flow (x) 15% 15% 15% 15% 15% 15% 15% 15% 0.15 Benefit TRA Benefit to Cactus $0.01 $0.02 $0.08 $0.13 $0.16 $0.21 $0.17 $0.90 Memo: Taxable Income: ($15) ($4) $6 $26 $26 $26 $26 Cash Flow Value of NOLs Used – – $5 $21 $21 $21 $11 Tax Shield from NOLs (x) Tax Rate 24% 24% 24% 24% 24% 24% 24% FV of NOL Benefit – – $1.24 $5.03 $5.00 $4.97 $2.56 Discount PV of Implied Value Rate Tax Attr. Per Share (1) 4.88% $0.01 $0.01 $1.15 $4.27 $4.07 $3.89 $1.96 $0.53 $15.96 $0.06 Present Value of Tax Attributes 7.56% $0.01 $0.01 $1.06 $3.86 $3.59 $3.34 $1.64 $0.40 $13.97 $0.05 (2) 10.25% $0.01 $0.01 $0.99 $3.50 $3.17 $2.88 $1.38 $0.30 $12.29 $0.04 Source: Management figures. 16 (1) Reflects after-tax cost of debt. (2) Reflects midpoint of WACC.


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary WACC Analysis Peer Unlevered Beta Cost of Equity (3) 2-Year Weekly Beta Market Debt Debt / Risk-Free Rate 4.4% (1) (2) Peer Levered Unlevered Cap ($mm) ($mm) Equity (4) Median Beta 0.60 Stanley Black & Decker 0.95 0.60 $10,690 $7,972 75% (4) Target Debt / Equity 74.0% Whirlpool 0.95 0.62 7,171 4,978 69% (5) Newell Brands 1.08 0.58 5,312 5,840 110% Levered Beta 0.93 Groupe SEB 0.66 0.35 3,481 4,002 115% (6) Historical Risk Prem. 7.5% Electrolux 1.04 0.67 3,319 2,455 74% Yeti 1.43 1.38 2,734 108 4% (7) Size Premium 1.3% Helen of Troy 0.79 0.55 2,153 1,173 54% Thule 1.19 1.08 2,080 274 13% Cost of Equity 12.7% Spectrum Brands 1.08 0.46 1,935 3,261 169% Traeger Cost of Debt n.m. (July 2021 IPO) (8) Average 1.02 0.70 76% Pre-Tax Cost of Debt 6.4% Median 1.04 0.60 74% (9) Tax Rate 24.0% Cactus* 0.92 0.53 $1,453 $1,434 99% % Equity 57.5% (*) IPO’d on August 5, 2021 – reflects betas since IPO until October 24, 2022 (Close prior to Bonsai Proposal) Illustrative WACC Sensitivity Analysis % Debt 42.5% Unlevered Beta D / E D / TEV After-Tax Cost of Debt 4.9% Value Value 0.60 0.70 0.80 50% 33% 9.6% 10.3% 11.0% (10) WACC 9.4% 65% 39% 9.5% 10.1% 10.8% 80% 44% 9.4% 10.0% 10.7% Source: Duff & Phelps, Company filings, Bloomberg and FactSet as of November 3, 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) Reflects 20-year U.S. government bond yield as of November 3, 2022. (4) Represents peer median. (5) Levered Beta = (Unlevered Beta)*(1+(1-Tax Rate)*(Debt/Equity)). (6) Represents 17 long-horizon historical equity risk premium per Duff & Phelps. (7) Represents size premium for companies with market capitalizations between $1.3bn and $2.2bn per Duff & Phelps 2021. (8) Based on BofA Merrill Lynch US BBB Yield. (9) Cactus tax rate based on Management Outlook. Tax rate for each peers is based on corporate tax rate in the country of domicile. (10) WACC equals ((Debt/Capitalization * (Cost of Debt * (1 – Tax Rate))) + (Equity/Capitalization * Levered Cost of Equity)).


– Preliminary Working Draft; All Figures Subject to Change / Update – 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 Management 22.0x Consensus 17.4x Traeger 48% Thule Group +5pp Thule Group 24% Management 10.8x Consensus 19.0x Management 13.5x Yeti 25% Whirlpool +3pp Yeti 23% Consensus 9.3x Stanley Black & Thule Group 15.1x Thule Group 12.6x Management 24% Yeti +3pp 18% Traeger 7.3x (3) Decker Stanley Black & Traeger 12.6x Traeger 9.5x Consensus 24% +3pp Helen of Troy 16% Spectrum Brands 4.4x (3) Decker Stanley Black & 10.3x Helen of Troy 8.2x Thule Group 21% Electrolux +2pp Management 15% Newell Brands 4.2x Decker Stanley Black & Stanley Black & Helen of Troy 9.5x 8.1x Helen of Troy 15% Management +1pp Consensus 15% 4.2x Decker Decker Newell Brands 8.5x Newell Brands 7.9x Spectrum Brands 6% Consensus +1pp Traeger 15% Electrolux 3.7x (1) (1) (2) Spectrum Brands 7.6x Spectrum Brands 7.0x Newell Brands 5% Spectrum Brands +0pp Spectrum Brands 14% Helen of Troy 3.3x Yeti 7.5x Yeti 6.4x Groupe SEB 5% Groupe SEB +0pp Newell Brands 14% Groupe SEB 2.7x Stanley Black & Groupe SEB 6.9x Groupe SEB 6.3x 5% Traeger (0pp) Whirlpool 13% Whirlpool 1.7x (3) Decker (4) Electrolux 6.7x Electrolux 5.8x Whirlpool 4% Newell Brands (0pp) Groupe SEB 12% Thule Group 1.3x Whirlpool 5.4x Whirlpool 5.2x Electrolux (0%) Helen of Troy (1pp) Electrolux 9% Yeti 0.0x 75th Percentile 10.1x 8.2x 20% +3pp 17% 4.2x Median 8.0x 7.5x 6% +1pp 14% 3.5x 25th Percentile 7.0x 6.3x 5% +0pp 13% 1.9x Source: Management Outlook and FactSet as of November 3, 2022. Note: Figures on Cactus’s fiscal year, unless otherwise noted. Cactus and Traeger market data as of October 24, 2022. (1) Pro forma for Justice Department blocking Spectrum Brands’ HHI divesture. (2) Figure reflects annualized core sales growth on Newell’s 18 fiscal year (FYE December 31). (3) Pro forma for divesture of security business. (4) Not pro forma for divestitures of Pure Fishing, Jostens and The Waddington group.


– Preliminary Working Draft; All Figures Subject to Change / Update – 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 +3pp Yeti 21% Management 10.8x Consensus 19.0x Management 13.5x Electrolux 3% Newell Brands +0pp Thule Group 18% Consensus 9.3x Stanley Black & Thule Group 15.1x Thule Group 12.6x 2% Electrolux (0pp) Helen of Troy 17% Traeger 7.3x Decker Traeger 12.6x Traeger 9.5x Groupe SEB 2% Groupe SEB (0pp) Newell Brands 13% Spectrum Brands 4.4x Stanley Black & 10.3x Helen of Troy 8.2x Traeger 1% Spectrum Brands (1pp) Spectrum Brands 13% Newell Brands 4.2x Decker Stanley Black & Stanley Black & Helen of Troy 9.5x 8.1x Helen of Troy (0%) Yeti (1pp) Groupe SEB 11% 4.2x Decker Decker Stanley Black & Newell Brands 8.5x Newell Brands 7.9x Spectrum Brands (1%) Traeger (2pp) 11% Electrolux 3.7x Decker (1) (1) Spectrum Brands 7.6x Spectrum Brands 7.0x Thule Group (2%) Whirlpool (3pp) Consensus 11% Helen of Troy 3.3x Yeti 7.5x Yeti 6.4x Newell Brands (4%) Thule Group (3pp) Traeger 11% Groupe SEB 2.7x Groupe SEB 6.9x Groupe SEB 6.3x Whirlpool (4%) Management (3pp) Whirlpool 10% Whirlpool 1.7x Stanley Black & Electrolux 6.7x Electrolux 5.8x Management (5%) (4pp) Management 9% Thule Group 1.3x Decker Whirlpool 5.4x Whirlpool 5.2x Consensus (10%) Consensus (4pp) Electrolux 8% Yeti 0.0x 75th Percentile 10.1x 8.2x 4% (0pp) 16% 4.2x Median 8.0x 7.5x 1% (1pp) 12% 3.5x 25th Percentile 7.0x 6.3x (1%) (2pp) 11% 1.9x Source: Management Outlook and FactSet as of November 3, 2022. 19 Note: Figures on Cactus’s fiscal year. Cactus and Traeger market data as of October 24, 2022. (1) Pro forma for Justice Department blocking Spectrum Brands’ HHI divesture.


– Preliminary Working Draft; All Figures Subject to Change / Update – Share Price Performance Since IPO $25 July 25, 2022 Cactus announced CEO departure and pre- announced Q3’22 earnings: (13%) September 15, 2021 May 16, 2022 Cactus announced Q3’21 earnings: +7%; Cactus announced Q2’22 earnings: (0%); topline YoY growth of +19% topline YoY decline of (7%) $20 Max: $19.55 August 15, 2022 Cactus announced Q3’22 February 14, 2022 earnings: +5%; topline YoY Cactus announced Q1’22 decline of (21%) earnings: +2%; topline YoY decline of (8%) $15 October 11, 2022 IPO Price: Bloomberg article leak $14.00 speculating possible takeover approach followed by speculation of financing transaction: (2%) August 5, 2021 $10 0 Cactus IPO’d at $14/sh; opened trading at $17/sh Current: $6.87 (51%) Min: $5.03 $5 December 8, 2021 October 24, 2022 Cactus announced Q4’21 earnings: (5%); June 24, 2022 Bonsai filed its Schedule 13D and beat on revenue but missed on EBITDA due Cactus dropped from announced their proposal to acquire to heightened freight costs and inflation Russell Indices: (5%) Cactus for $6.25/sh: +30% – 8/4/21 9/16/21 10/29/21 12/11/21 1/23/22 3/7/22 4/19/22 6/1/22 7/14/22 8/26/22 10/8/22 20 Source: FactSet as of November 3, 2022. Note: Percentages in annotations reflect one-day impact to price day prior to Bloomberg rumors regarding Cactus.


– Preliminary Working Draft; All Figures Subject to Change / Update – Analyst Price Targets Analyst Sentiment Over Time Wall Street Price Targets # of Brokers 88877 100% $8.00 $18 $19 $16 $6.00 80% 100% 57% 75% $5.00 $11 100% 60% 63% $4.00 $10 $8 $9 (1) 40% $7 $8 $3.00 $4 20% 38% $3.00 25% 43% 0% $2.75 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% (42%) $4.00 Buy Hold Sell Price Tgt. Price Buy Hold Sell 21 Source: FactSet as of October 24, 2022 (market close prior to proposal). (1) Reflects share price as of November 3, 2022.


– Preliminary Working Draft; All Figures Subject to Change / Update – Cactus’ Current Equity Capitalization Equity Capitalization Table (As of September 30, 2022) Shares (mm) % Ownership Class of Holder Shareholder Class A Class B Total Class A Class B Total Bonsai 25.5 152.7 178.3 48.1% 65.1% 62.0% MAD Private Family Trust (Byron Trott) 2.6 14.2 16.8 4.9% 6.0% 5.8% 27.5mm Byron Trott 2.1 11.5 13.6 4.0% 4.9% 4.7% Class A Shares Shares Bonsai Proposes to Acquire Kelly Rainko (Partner at Bonsai; Non-Exec. Director) 0.2 0.8 1.0 0.3% 0.4% 0.3% 38.0% Other Shareholders 22.7 8.8 31.5 42.8% 3.7% 11.0% WSP Investment (Stephen Family) – 38.8 38.8 – 16.5% 13.5% Holders of Only Class B Shares Cactus-Stephen Management Pool – 7.7 7.7 – 3.3% 2.7% Total Non-Bonsai Partners 27.6 81.8 109.3 51.9% 34.9% 38.0% Total 53.1 234.5 287.6 100.0% 100.0% 100.0% 22 Source: Management figures. Note: Share counts in millions.


– Preliminary Working Draft; All Figures Subject to Change / Update – Overview of Debt Capitalization Cactus Debt Capitalization Book Market Dollars in millions Interest Issue Maturity Face Market Trading Tranche Rate Date Date Value Leverage Value Leverage Price YTW Sr. Secured Revolving Credit Facility L+3.00% Oct-20 Oct-25 $167 1.3x $167 1.3x n.a. n.a. Sr. Secured Incremental Term Loan S+4.25% Mar-22 Oct-27 249 1.9x 199 1.5x 80.00 13.9% Sr. Secured Initial Term Loan L+3.25% Oct-20 Oct-27 1,008 7.8x 829 6.4x 82.25 12.8% (1) Total First Lien Debt $1,424 11.0x $1,195 9.2x (Less): Cash (25) (25) Net Debt $1,399 10.8x $1,171 9.0x Memo: Management Outlook FY'23E EBITDA $130 Does not reflect credit adjusted leverage / EBITDA figures Source: Bloomberg and FactSet as of November 3, 2022. 23 Note: Dollars in millions. (1) Excludes $5mm in bank over-draft debt and $5mm in letters of credit.


ƒƒƒƒƒƒƒƒƒƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Overview Of Bonsai’s 10/24 Proposal Proposal Overview Implied Offer Metrics Proposal to acquire all Class A shares not owned by Bonsai Share Price $6.25 (~27.5mm as of September 30, 2022) Headline % Premium / (Discount) to: Offer Purchase price of $6.25 per share in cash (equity consideration of ~$170mm) Current Price (11/3/22) $6.87 (9%) Not expressly conditioned on obtaining majority of the Closing Price Prior to 10/24 Proposal $5.03 +24% minority approval (1) Only interested in acquiring shares that Bonsai does not currently own 20-Day VWAP $6.71 (7%) No interest in selling shares it currently owns Price Before BBG Rumor (10/10/22) $7.35 (15%) No interest in an alternative change of control transaction of Cactus Other Key Would not vote in favor of any alternative transaction Terms Implied Equity Value $1,807 Will not proceed with proposal unless it is recommended to the board (2) by the Special Committee, advised by independent legal and financial Plus: Net Debt 1,409 advisors Not conditioned upon the acceptance of financing proposal by Bonsai Implied Enterprise Value ($mm) $3,216 and vice versa Implied EV / EBITDA (Management) One-step merger Transaction (3) Structure Bonsai will deliver shareholder approval by written consent 2022E ($7) n.a. 2023E 130 24.7x Funded by equity from Bonsai Capital Partners Fund 3 Acquire all outstanding Class A shares at time of closing, including 2024E 213 15.1x any Class B shareholders that convert between signing and closing Sources and Uses Class A shares to be acquired includes shares owned by Byron Implied EV / EBITDA (Consensus) Trott and family trusts (4.7mm) 2022E $37 85.9x Class B shareholders will remain outstanding 2023E 151 21.3x Will be subject to HSR approval, and potentially Mexican Timing 2024E 164 19.6x regulatory authority Source: Management Outlook and FactSet as of November 3, 2022. Note: Dollars in millions, except per share amounts. 24 (1) Reflects 20 trading days as of day of Bonsai proposal – reflects market close prior to Bonsai proposal. (2) Net debt excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. (3) Negative multiples presented as “n.a.”.


– Preliminary Working Draft; All Figures Subject to Change / Update – Premia in Selected Precedent Minority “Squeeze Out” Transactions (1) Selected Precedent Minority “Squeeze Out” Transactions Implied Initial Bid Premium to Initial to Final Bid Premium to % of Equity Enterprise Unaffected 20-Day Final Bid Unaffected 20-Day (2) (3) (4) (3) Date Target Acquiror Owned Value Price VWAP % Increase Price VWAP Jun-22 Convey TPG Capital 75% $1.1 66% 48% 17% 143% 106% Nov-20 Urovant Sumitovant Biopharma 72% 0.7 55% 53% 30% 96% 103% Aug-20 Akcea Ionis Pharmaceuticals 76% 1.5 42% 39% 13% 59% 59% Aug-20 Hudson Dufry AG 57% 1.1 24% 9% 23% 50% 59% Nov-19 AVX KYOCERA Corp 72% 2.9 30% 27% 12% 45% 42% Jun-18 Foundation Medicine Roche 57% 5.3 30% 38% 3% 29% 40% Nov-16 Synutra Investor Group 64% 0.8 54% 30% 2% 58% 33% Sep-16Federal-Mogul Icahn 82%4.441%65%32%101%136% (5) Mar-16 Crown Media Hallmark 90% 2.1 2% 13% -% 2% 13% Sep-13 Cornerstone Therapeutics Chiesi Farmaceutici 58% 0.3 22% 20% 45% 78% 74% Mar-13 Sauer-Danfoss Danfoss 76% 2.6 24% 24% 19% 49% 48% 25th Percentile 61% 24% 22% 7% 47% 41% Median 72% 30% 30% 17% 58% 59% 75th Percentile 76% 48% 43% 27% 87% 89% Source: FactSet as of November 3, 2022. Note: Dollars in billions. (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last 10 years with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=11). (2) Reflects unaffected date of first bid. (3) Reflects 20 trading days. (4) Reflects unaffected date of transaction announcement. 25 (5) On June 24, 2013, Hallmark filed an amendment to its Schedule 13D disclosing it was evaluating a “short-form merger to eliminate the minority stockholders”. Final price reflects 151% premium to share price on June 24, 2013.


Update on Financing Process


– Preliminary Working Draft; All Figures Subject to Change / Update – Process Overview Outreach focused on alternative and also traditional lenders that we perceived to have an interest in the space Alternative Traditional Stage # of Participants Lenders Lenders Parties Contacted 1 14 6 20 NDAs Executed / 2 10 2 Information Distributed 12 Parties Submitting 3 61 7 Preliminary Questions Indication of Interest 4 3- 3 (“IoI”) Received Expecting further proposals 27


ƒ ƒƒƒ ƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Summary of Proposals Received Lender A Lender B Lender C Facility Size $500mmm $250mmm $250mmm Advance Rate 92% of eligible A/R TBD TBD SOFR+550bps SOFR+750bps SOFR+650bps Interest Rate (3-month SOFR), paid monthly (3-month SOFR) / 1.5% floor / 1% floor Commitment Fee 75bps (paid monthly) n/a 300bps (paid monthly) $15mm (3% of facility size) 3% OID $7.5mm (3% of commitment) Upfront Fees 5 years (subject to springing 3 months inside TL Maturity 5 years mandatory prepayment in respect Maturity (Currently Oct. 2027) of earlier maturing debt) No financial covenants Minimum liquidity of [$50mm] No financial covenants Max 1L debt to covenant of 80% Financial Minimum cash reserve of lesser Covenants of $25mm of 20% of outstanding principal 28


ƒƒƒƒƒƒƒƒƒ ƒƒƒƒ ƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Summary of Proposals Received (Cont’d) Lender A Lender B Lender C NC-1, 101 for life NC-2 / 103 / 102 / 101 0-18 months: Yield maintenance Call Protection 19-30 months: 104 31-42 months: 102 Meetings with management Satisfactory completion of Receipt of customary third- commercial, legal, financial and party field examination Detailed review of tax due diligence projections and Management call to discuss understanding of assumptions Satisfactory completion of legal current trading environment documentation and go-forward strategy / Confirmatory diligence initiatives regarding Cactus’s account Lender B’s investment controls, invoicing and cash committee approval Receipt of 5-year three Due Diligence management systems statement cash flow model and Approvals Satisfactory response to all Discussion with FTI / Required questions submitted in management to understand diligence tracker underlying drivers and assumptions Confirmatory field exams to be conducted by Lender A Receipt and review of major prior to closing customer contracts and purchase orders Customary legal and tax due diligence Customary legal and KYC / AML diligence 29


– Preliminary Working Draft; All Figures Subject to Change / Update – Reflects Working Draft Projections as of 10/10/22 Liquidity Implied by Lender A’s Non-Binding Proposal (1) Liquidity (Cash, Receivable and Revolver Availability) Base Liquidity Base + Bonsai Term Loan ($61.2mm) $450 (2) Base + Bonsai + Lender A $400 $350 $274 $300 $250 $200 $150 $100 $50 $0 ($67) ($50) ($128) ($100) ($150) Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Net Forecasted A/R $66 $125 $65 $84 $213 $328 $445 $448 $367 $275 $67 $172 $114 Source: Management. Note: Dollars in millions. (1) Does not include costs of raising incremental financing or covenant amendment / waiver. Includes cash of $2.5mm and LOCs outstanding. Excludes ~47.5mm in cash sitting in other entities. (2) Assumes 92% borrowing base and excludes 7.5% of total base due to receivables being associated with “smaller jurisdictions” per Lender A’s 30 non-binding proposal. Assumes an additional 10% illustrative estimate for other reserves, exclusions and dilution adjustments. Assumes $500mm facility size with 3% upfront costs. Assumes capital injection at start of Jan 2023.


ƒƒƒ ƒƒ ƒ ƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Alternatives for Qualified Opinion Management and Davis Polk are currently communicating with Ernst & Young to better understand the opinion language that may be included in the 10K when filed in December. At this time we are aware of 3 potential scenarios: Scenario 1 Scenario 2 Scenario 3 An “explanatory paragraph” does not A qualified opinion that Ernst & Young A qualified opinion that Ernst & Young represent a qualified opinion and attributes to a potential near term attributes to an impending liquidity Description further embellishes upon the liquidity leverage covenant violation issue and covenant risk factors already in the Company’s 3Q disclosure Default Under Secured No Yes No Credit Facility? May have a more mild public relations More impactful public relations and Risk of this form of opinion may be and supplier impact than a qualified supplier message than the explanatory mitigated by closing upon an AR opinion and would provide time after paragraph financing facility and/or other incr. the 10K release to close on capital prior to the 10K release Supplier issues could impact future incremental financing and a covenant Ernst & Young will require time Considerations liquidity needs waiver before a 10K is delivered to modify their opinion A qualified opinion of this type would be an impactful public relations and supplier message A qualified opinion attributed to near term liquidity constraints could be a meaningful issue for the Company, as well as Bonsai: – The event of default created by an opinion of this type will require a waiver from a majority of lenders (including term lenders), which will be expensive to obtain and will weigh on cash flows whether or not Bonsai is able to take the Company private – Bonsai is incentivized to avoid this scenario Given these potential paths: Recommend the Special Committee push forward on the AR financing process by proceeding quickly with Lender A, subject to them clarifying and modifying certain aspects of their proposal (e.g., fees) Bonsai’s strong incentive to avoid a qualified opinion due to liquidity may limit interest from alternative capital providers, recommend testing that hypothesis with a small group of alternative investors already under NDA 31


88 8 9 8 9 99 – Preliminary Working Draft; All Figures Subject to Change / Update – Reflects Working Draft Projections as of 10/10/22 Framing Of Additional Bonsai New Money SQ 1A 1B 2A 2B $61.2mm Bonsai Facility + no A/R Facility $61.2mm Bonsai Facility + Lender A A/R Facility Not Paying Down Repay Revolver to Not Paying Down Repay Revolver to Status Quo Revolver to $105mm $105mm Revolver to $105mm $105mm Cash Required to Paydown Revolver to $105mm – – $195 – $195 Cash Required for Liquidity – 175 175 175 175 Total New Money Required $175 $370 $175 $370 (-) $61.2mm Bonsai Financing (61) (61) (61) (61) Total New Money Required in Excess of $61.2mm Facilty $114 $309 $114 $309 (-) Amount Drawn on A/R Facility – – (114) (309) Incremental New Money Required from Bonsai $114 $309 – – Pro Forma Revolver Balance at Trough $422 $247 $105 $247 $105 Revolver Capacity 300 300 105 300 105 Revolver Availability ($122) $53 – $53 – Pro Forma Cash Balance at Trough $3 $3 $56 $3 $56 Lender A A/R Facility Borrowing Base @ Trough n.a. n.a. n.a. 341 341 (-) Drawn Balance n.a. n.a. n.a. (114) (309) Availability (A/R) – – – $227 $32 (1) Liquidity @ Trough (3/31/23) ($128) $47 $47 $274 $79 Requires Additional Capital from Bonsai? Needs Waiver? Source: Management. 32 Note: Dollars in millions. (1) Liquidity excludes ~47.5mm in cash sitting in other entities and includes $9mm of LOCs.

Exhibit (c)(4) – Preliminary Working Draft; All Figures Subject to Change / Update – Project Cactus Discussion Materials November 9, 2022


– Preliminary Working Draft; All Figures Subject to Change / Update – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


– Preliminary Working Draft; All Figures Subject to Change / Update – Special Committee “Roadmap Dashboard” Discussed in previous meetings Focus for today Evaluate B Bonsai’ onsai’s s C Conte ontextualizin xtualizing g F Fr rame amewo wor rk k Reach Proposal and Negotiate 10/24 10/24 B Bonsai’ onsai’s s fo for r Agreement Develop with Bonsai P Pr ro oposal posal P Pr ro oposal posal Neg Nego otiation tiation with Bonsai Response H Ho ow w does the does the Wh What ar at are e Offer value vs. Wh What ar at are e k key ey Bonsai off Bonsai offe er r Bonsai neg nego otiation tiation potential value t terms of erms of price compar price compare e Becomes d dynamics in ynamics in of executing on the pr the proposal? oposal? to r to re ecent stoc cent stock k Unfriendly se selected other lected other mgmt. outlook perf performance? ormance? transactions transactions? ? Bonsai What other What other Economic and P Pr ro ocess, cess, timing timing Withdraws Items to clarify Items to clarify ffactors should actors should Non-Economic a and tactical nd tactical Proposal with Bonsai with Bonsai b be tak e taken into en into Terms of Bonsai considerations considerations consideration consideration? ? proposal Assessment o Assessment of f Negotiation Levers M Mana anag gement Outlo ement Outlook ok F Financial anal inancial analysi ysis s (1) Offer value / Premium Necessary regulatory clearances Learnings fr Learnings from diligence om diligence Majority of the minority vote Buyer bridge loan K Ke ey driv y drivers of Management ers of Management Outloo Outlook k Reverse termination fee Minimal R&W P Potential oppor otential opport tunities / risks unities / risks Financing contingency / backstop Ticking construct C Comparison vs. omparison vs. expectations expectations 2 (1) For example, expiration of HSR waiting period. To be confirmed.


ƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Executive Summary On 11/6, Centerview had a call with Bonsai and communicated the Special Committee’s counterproposal of $9.75 per share On 11/7, Centerview had a call with Bonsai during which Bonsai communicated a revised proposal of $6.55 per share – +5% increase vs. Bonsai’s 10/24 proposal of $6.25 per share Situation Update Topics for today’s meeting are: – Review of Bonsai’s 11/7 proposal – Discussion on tactics and counterproposal – Financing process update and discussion on A/R process next steps Align on response to Bonsai’s 11/7 proposal Next Centerview and S&C to provide counterproposal to Bonsai Steps Continue advancing financing processes 3 Source: FactSet as of November 8, 2022.


– Preliminary Working Draft; All Figures Subject to Change / Update – Illustrative Analysis At Various Prices Bonsai Proposals 30% premia 58% premia 10/24 11/7 Share Price $6.25 $6.55 $7.00 $8.00 $9.00 $10.00 $11.00 % Premium / (Discount) to: Current Price (11/8/22) $6.88 (9%) (5%) +2% +16% +31% +45% +60% Closing Price Prior to 10/24 Proposal $5.03 +24% +30% +39% +59% +79% +99% +119% (1) 20-Day VWAP $6.71 (7%) (2%) +4% +19% +34% +49% +64% Price Before BBG Rumor (10/10/22) $7.35 (15%) (11%) (5%) +9% +22% +36% +50% Implied Equity Value $1,807 $1,895 $2,026 $2,319 $2,613 $2,911 $3,210 (2) Plus: Net Debt 1,409 1,409 1,409 1,409 1,409 1,409 1,409 Implied Enterprise Value ($mm) $3,216 $3,304 $3,435 $3,728 $4,022 $4,320 $4,619 Implied EV / EBITDA (Management) (3) 2022E ($7) n.a. n.a. n.a. n.a. n.a. n.a. n.a. 2023E 130 24.7x 25.4x 26.4x 28.7x 31.0x 33.2x 35.5x 2024E 213 15.1x 15.5x 16.2x 17.5x 18.9x 20.3x 21.7x Implied EV / EBITDA (Consensus) 2022E $37 85.9x 88.2x 91.8x 99.6x 107.4x 115.4x 123.4x 2023E 151 21.3x 21.9x 22.8x 24.7x 26.7x 28.7x 30.6x 2024E 164 19.6x 20.1x 20.9x 22.7x 24.5x 26.3x 28.1x Source: Management Outlook and FactSet as of November 8, 2022. Note: Dollars in millions, except per share amounts. (1) Reflects 20 trading days as of day of 10/24 Bonsai proposal – reflects market close prior to Bonsai proposal. 4 (2) Net debt excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. (3) Negative multiples presented as “n.a.”.


– Preliminary Working Draft; All Figures Subject to Change / Update – As presented at 11/5 Special Committee Meeting Preliminary Valuation Analysis Methodology Selected Metric Implied Share Price 10/24 Bonsai Proposal: $6.25 11/7 Bonsai Proposal: $6.55 Illustrative Discounted Cash Flow Analysis WACC: 9.50%-11.00% (Incl. Value of Tax PGR: 2.0%-3.0% $5.88 (1,2) $9.75 Attributes) $2.12 $7.98 Selected Public Enterprise Value / FY'24E (1) Comparables Analysis EBITDA: 9.5x-17.5x $5.03 $16.38 52-Week Closing Share Low: $5.03 Price Range High: $16.38 $8.00 $2.75 Low: Citi $2.75 (3) Analyst Price Targets High: Keybanc $8.00 Source: Management Outlook and FactSet as of November 3, 2022. (1) Reflects net debt of $1,409mm, excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. 5 (2) Discount rate used to value tax attributes is equal to midpoint of after-tax cost of debt (4.9%) and midpoint of WACC range (10.25%). (3) Reflects analyst price targets as of October 24, 2022 (market close prior to proposal). For Reference Only


Update on Financing Process


– Preliminary Working Draft; All Figures Subject to Change / Update – Financing Process Update – g November 9, 2022 Bonsai Sr. Unsecured Received bids last week and are selecting Loan agreement executed A/R Securitization parties with credible bids to continue diligence Term Loan A $61.2mm unsecured A A $6 $61. 1 2 2mm unsecured d term term loan l that would satisfy cash need through 12/31/22. Se S Seek ek k to secure t commitments to address iitt additional liquidity needs in early 2023. A/R Would require additional liquidity in early 2023. balance initial low but grows to $400mm+ by middle of fiscal 2023 Current and Upcoming Milestones Roles Target Current and Upcoming Milestones Roles Target Narrow field of lenders All 11/9-11/11 Board Approval Cactus Board 11/9 Provide 2023 and LT plan Cactus 11/14 Draw on Term Loan Cactus / DPW 11/10 Facilitate confirmatory diligence & field exams All 11/23 Activities between 11/8 & 12/31 determined by All 11/8-12/31 selected lenders and appropriate next steps Finalize documents and close on all or a portion of DPW / S&C 12/31 the facility, if needed Covenant Alternative Financing Beginning diligence with BRG and On hold pending Lender A discussions and revolving lenders this week analysis informing additional Amendment Solutions Al Al All advisors, l l ad dviisors, mana management and gement and d Bonsai will wo B rk together to secure a covenant amendment S Se Seek proposals ek k p prop posals l for alternat ffor alt l ernatiiv ve e capital (dropdown financing, incremental term loan, / waiver. Amendment / waiver negotiations may be modified if special committee and convertible debt, etc.) to be used in the event an A/R facility is insufficient or more capital Bonsai reach an agreement on current takeover discussions is required to reduce revolver balance Current and Upcoming Milestones Roles Target Current and Upcoming Milestones Roles Target Diligence with BRG and revolving lenders CVP / FTI 11/9-11/14 On hold pending Lender A A/R securitization discussions and latest FTI analysis showing liquidity CVP / FTI TBD Deliver amendment / waiver proposal to revolving All 11/14 implications of Lender A facility lenders Negotiate amendment waiver proposal All 11/14-12/31 Sign and close waiver amendment DPW / S&C 12/31 Bonsai Incremental Bonsai awaiting latest management outlook Potential option to provide liquidity, but Interest Rate Hedge before proceeding awaiting progress on other solutions Loan ($150mm) Se S S Seek ek k k to secure t to secure commitments for commiit tments t fffor incremental $150mm as revolving lenders may view this If If If If crystalized, cryst tallliz i ed d d an interest rate hedge an iint terest t rate would result in $40mm in net proceeds today; capital more favorably than an A/R facility & may benefit amendment discussions however, would leave the company exposed to future interest rate increases Current and Upcoming Milestones Roles Target Current and Upcoming Milestones Roles Target Continue to evaluate net proceeds provided by interest Bonsai to discuss next steps if latest management Bonsai TBD rate hedge and if crystalized, exposure to future Cactus / FTI Ongoing outlook is provided interest rate increases Crystalize and close interest rate hedge, if needed, Cactus / n.a. reserve 1-2 weeks prior to liquidity need to account DPW for admin. process of closing the hedge 7


– Preliminary Working Draft; All Figures Subject to Change / Update – A/R Securitization Process Overview Outreach focused on alternative and also traditional lenders that we perceived to have an interest in the space Alternative Traditional Stage # of Participants Lenders Lenders Parties Contacted 1 14 6 20 NDAs Executed / 2 10 2 Information Distributed 12 Parties Submitting 3 61 7 Preliminary Questions Indication of Interest 4 31 4 (“IoI”) Received Expecting further proposals 8


ƒ ƒ ƒƒƒ ƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Summary of A/R Securitization Proposals Received Lender A Lender B Lender C Lender D (2) Facility Size $500mm $250mm $250mm $300 - $360mm 57% - 70% of 92% of eligible A/R TBD TBD Advance Rate (2) eligible A/R (3) (1) Implied Yield 11% 13% 12% 11% SOFR+550bps SOFR+750bps SOFR+650bps (2) SOFR+325 - 450bps Interest Rate (3-mo. SOFR), paid monthly (3-mo. SOFR) / 1.5% floor / 1% floor True-up interest payment When facility is Yield for period of time that n/a < 50% drawn, interest and unused n/a Maintenance Fee facility is < [50%] drawn line fee accrue as if 50% drawn 150bps (if <50%) 75bps unused line fee (paid 300bps undrawn fee (paid Unused Line Fee TBD 50bps (if >50%) monthly) monthly) Utilization fee $7.5mm (3% of $15mm (3% of facility size) 3% OID 2% of facility size Upfront Fees commitment) 5 years (4) ~4.6 years (subject to springing mandatory 3 months inside TL Maturity 5 years 3 years Maturity prepayment in respect of earlier (Currently Oct. 2027) maturing debt) No financial covenants [$50mm] min. liquidity No financial covenants No financial covenants Max 1L debt to covenant Financial of 80% Minimum cash reserve of Covenants lesser of $25mm of 20% of outstanding principal (1) Assumes a $250mm facility across all lenders for comparability, fully drawn for entire tenure of indicative proposal. Interest rate and frequency of payment based on lender non-binding proposal; if not stated, assumed to be monthly. Includes upfront fee and interest rate. (2) $300mm credit tranche A facility at SOFR+325 with 57% 9 advance rate, $325mm credit tranche BBB facility at SOFR+375 with 62% advance rate and $360mm credit tranche BB+ facility at SOFR+450 with 70% advance rate. (3) Assumes fully drawn credit tranche BB+ facility at SOFR+450bps interest rate with 70% advance rate. (4) Assumes 12/31/22 closing date.


ƒƒƒƒƒƒƒ ƒƒƒƒƒƒƒƒƒ ƒƒƒƒ ƒƒƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Summary of A/R Securitization Proposals Received (Cont’d) Lender A Lender B Lender C Lender D NC-1, 101 for life NC-2 / 103 / 102 / 101 0-18 months: Yield 2% of total facility size maintenance for termination or Call Protection refinancing of the 19-30 months: 104 program 31-42 months: 102 Meetings with Satisfactory completion Receipt of customary Historical balances of management of commercial, legal, third-party field AR aging and detailed financial and tax due examination dilution Detailed review of diligence projections and Management call to Seller underwriting understanding of Satisfactory completion discuss current trading providing information assumptions of legal documentation environment and go- regarding credit forward strategy / processes / policies Confirmatory diligence Lender B’s investment initiatives regarding Cactus’s committee approval Debtor underwriting account controls, Receipt of 5-year three Analysis of sales invoicing and cash statement cash flow contracts for debtors Due Diligence management systems model Receipt of customary and Approvals Satisfactory response Discussion with FTI / third-party field Required to all questions management to examination submitted in diligence understand underlying Customary legal and tracker drivers and tax due diligence g assumptions Confirmatory field Lender D also proposed a exams to be conducted Receipt and review of 3-year $200mm A/R by Lender A prior to major customer factoring facility at closing contracts and purchase SOFR+350bps with a orders Customary legal and facility tenor of 120 days tax due diligence Customary legal and per debtor KYC / AML diligence 10


– Preliminary Working Draft; All Figures Subject to Change / Update – Reflects Working Draft Projections as of 10/10/22 Liquidity Under Various Financing Alternatives (1) Liquidity (Cash, Receivable and Revolver Availability) $450 Base Liquidity Base + Bonsai Term Loan ($61.2mm) $400 (2) Base + Bonsai + Lender A Base + Bonsai + Interest Rate Hedge (3) $350 With Interest Rate Hedge Unwind $312 $300 $274 $250 $200 $150 $39mm net proceeds from unwinding of interest rate $100 hedge extends liquidity additional ~6 weeks $50 $0 ($27) ($50) ($67) ($88) ($100) ($128) ($150) Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Base Revolver Balance $66 $347 $65 $84 $386 $407 $422 $399 $280 $181 $151 $146 $140 Net Forecasted A/R $66 $125 $65 $84 $213 $328 $445 $448 $367 $275 $67 $172 $114 Source: Management. Note: Dollars in millions. (1) Does not include costs of raising incremental financing or covenant amendment / waiver. Includes cash of $2.5mm and $9mm LOCs outstanding. Excludes ~47.5mm in cash sitting in other entities. Excludes transaction fees. (2) Assumes 92% borrowing base and excludes 7.5% of total base due to receivables being associated with “smaller jurisdictions” per Lender A’s non-binding proposal. Assumes an additional 10% illustrative estimate for other reserves, exclusions and dilution adjustments. Assumes 11 $500mm facility size with 3% upfront costs. Assumes capital injection on 12/31/22. (3) Assumes interest rate hedge unwind provides $39mm of net proceeds.


– Preliminary Working Draft; All Figures Subject to Change / Update – Reflects Working Draft Projections as of 10/10/22 Framing Of Additional Bonsai New Money @ December 31 1A 1B 2A 2B $61.2mm Bonsai Facility + no A/R Facility $61.2mm Bonsai Facility + Lender A A/R Facility Not Paying Down Revolver Not Paying Down Revolver to $105mm Repay Revolver to $105mm to $105mm Repay Revolver to $105mm Cash Required to Paydown Revolver to $105mm – $195 – $195 Cash Required for Liquidity 150 150 150 150 Total New Money Required $150 $345 $150 $345 (-) $61.2mm Bonsai Financing (61) (61) (61) (61) Total New Money Required in Excess of $61.2mm Facilty $89 $284 $89 $284 (-) Amount Drawn on A/R Facility – – (89) (96) Incremental New Money Required from Bonsai $89 $284 – $188 Theoretical need Pro Forma Revolver Balance at 12/31/22 $197 $105 $197 $105 of incremental $50mm to Revolver Capacity 300 105 300 105 resolve covenant Revolver Availability $103 – $103 – issue, but does not account for additional liquidity need to n.a. n.a. 96 96 Lender A A/R Facility Borrowing Base @ 12/31/22 navigate through (-) Drawn Balance n.a. n.a. (89) (96) 3/31/23 trough Availability (A/R) – – $7 – (1) Liquidity @ 12/31/22 $137 $137 $144 $137 Source: Management. Note: Dollars in millions. 12 (1) Liquidity reflects balance sheet cash pro forma for new money investment and paydown of revolver, $9mm of LOCs, $39mm potential net proceeds from unwinding of interest rate hedge, revolver availability and A/R facility availability. Excludes $47.5mm of cash residing in foreign entities.


– Preliminary Working Draft; All Figures Subject to Change / Update – Reflects Working Draft Projections as of 10/10/22 Framing Of Additional Bonsai New Money @ Trough (March 31) 1A 1B 2A 2B $61.2mm Bonsai Facility + no A/R Facility $61.2mm Bonsai Facility + Lender A A/R Facility Not Paying Down Revolver Not Paying Down Revolver to $105mm Repay Revolver to $105mm to $105mm Repay Revolver to $105mm Cash Required to Paydown Revolver to $105mm – $195 – $195 Cash Required for Liquidity 150 150 150 150 Total New Money Required $150 $345 $150 $345 (-) $61.2mm Bonsai Financing (61) (61) (61) (61) Total New Money Required in Excess of $61.2mm Facilty $89 $284 $89 $284 (-) Amount Drawn on A/R Facility – – (89) (284) Incremental New Money Required from Bonsai $89 $284 – – Pro Forma Revolver Balance at Trough $272 $105 $272 $105 Revolver Capacity 300 105 300 105 Revolver Availability $28 – $28 – n.a. n.a. 341 341 Lender A A/R Facility Borrowing Base @ Trough (-) Drawn Balance n.a. n.a. (89) (284) Availability (A/R) – – $252 $57 (1) Liquidity @ Trough (3/31/23) $62 $62 $314 $119 FTI currently in process of analyzing liquidity implications of Lender A A/R and BDT $61.2mm Term Loan facility to determine potential additional liquidity need post liquidity trough in 3/31/23 Source: Management. Note: Dollars in millions. 13 (1) Liquidity reflects balance sheet cash pro forma for new money investment and paydown of revolver, $9mm of LOCs, $39mm potential net proceeds from unwinding of interest rate hedge, revolver availability and A/R facility availability. Excludes $47.5mm of cash residing in foreign entities.


ƒƒƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Next Steps In A/R Securitization Process Lender A has delivered the most advantageous proposal Given current forecast indicates incremental liquidity required by 12/31, Centerview recommends improving terms of Lender A’s proposal to the greatest extent possible in exchange for proceeding with Lender A exclusively If we proceed with Lender A, next steps include: – Field examinations performed by Lender A’s field examination consultant (Cost: ~$50 - $100k) – Lender A to engage legal counsel (Cost: ~$250 - $350k, for entire process) – Lender A will likely request an engagement letter with exclusivity and a break-up fee • Potential to delay executing on engagement letter (w/break up fee) with Lender A by ~2 weeks If we proceed with other potential A/R lenders as well, next steps include: – Field exams conducted by FTI (Cost: ~$500 - $600k) – Other lenders may seek similar expense reimbursements as Lender A in order to proceed Other A/R process next steps are: – Lender A is also considering providing bridge financing utilizing non-A/R debt baskets to provide liquidity during the time when A/R balance is ramping up (December 2022 to March 2023) – FTI is analyzing the long-term cash flow implications of Lender A’s facility to determine if additional capital is required in 2H’2023 and beyond 14


Appendix


ƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Yield Component Breakdown by Proposal Illustratively assumes $250mm facility size for all lender proposals for comparability, full drawn for entire tenure of indicative proposal Interest rate and frequency of payment based on lender non-binding proposal Includes upfront fee and interest rate 13.1% All-in Yield Upfront 0.9% 12.0% Fee 11.0% 10.9% 0.9% 0.9% 0.9% Interest 12.2% Payments 11.1% 10.1% 10.1% Lender B Lender C Lender A Lender D (1) SOFR+750bps, SOFR+650bps, SOFR+550bps paid SOFR+325 - 450bps , Interest Rate assumes paid monthly assumes paid monthly monthly assumes paid monthly Unused Line 300bps undrawn fee 75bps unused line fee Utilization fee: 150bps (if TBD Fee (paid monthly) (paid monthly) <50%); 50bps (if >50%) Upfront Fee 3% OID 3% of facility size 3% of facility size 2% of facility size (2) 4.6 years Maturity 5 years 5 years 3 years (3 months inside TL Maturity ) (1) $300mm credit tranche A facility at SOFR+325 with 57% advance rate, $325mm credit tranche BBB facility at SOFR+375 with 62% advance rate 16 and $360mm credit tranche BB+ facility at SOFR+450 with 70% advance rate. (2) Assumes facility closing date of 12/31/22. Components of All-in Yield

Exhibit (c)(5) – Preliminary Working Draft; All Figures Subject to Change / Update – Project Cactus Discussion Materials November 21, 2022


– Preliminary Working Draft; All Figures Subject to Change / Update – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


– Preliminary Working Draft; All Figures Subject to Change / Update – Special Committee “Roadmap Dashboard” Discussed in previous meetings Focus for today Evaluate B Bonsai’ onsai’s s C Conte ontextualizin xtualizing g F Fr rame amewo wor rk k Reach Proposal and Negotiate 10/24 10/24 B Bonsai’ onsai’s s fo for r Agreement Develop with Bonsai P Pr ro oposal posal P Pr ro oposal posal Neg Nego otiation tiation with Bonsai Response H Ho ow w does the does the Wh What ar at are e Offer value vs. Wh What ar at are e k key ey Bonsai off Bonsai offe er r Bonsai neg nego otiation tiation potential value t terms of erms of price compar price compare e Becomes d dynamics in ynamics in of executing on the pr the proposal? oposal? to r to re ecent stoc cent stock k Unfriendly se selected other lected other mgmt. outlook perf performance? ormance? transactions transactions? ? Bonsai What other What other Economic and P Pr ro ocess, cess, timing timing Withdraws Items to clarify Items to clarify ffactors should actors should Non-Economic a and tactical nd tactical Proposal with Bonsai with Bonsai b be tak e taken into en into Terms of Bonsai considerations considerations consideration consideration? ? proposal Assessment o Assessment of f Negotiation Levers M Mana anag gement Outlo ement Outlook ok F Financial anal inancial analysi ysis s (1) Offer value / Premium Necessary regulatory clearances Learnings fr Learnings from diligence om diligence Majority of the minority vote Buyer bridge loan K Ke ey driv y drivers of Management ers of Management Outloo Outlook k Reverse termination fee Minimal R&W P Potential oppor otential opport tunities / risks unities / risks Financing contingency / backstop Ticking construct C Comparison vs. omparison vs. expectations expectations 2 (1) For example, expiration of HSR waiting period. To be confirmed.


– Preliminary Working Draft; All Figures Subject to Change / Update – Illustrative Analysis At Various Prices 30% premia 58% premia Bonsai Proposals Counterproposals 11/7 11/19 11/10 11/6 10/24 Share Price $6.25 $6.55 $7.50 $8.00 $8.50 $9.00 $9.45 $9.75 % Premium / (Discount) to: Current Price (11/18/22) $7.43 (16%) (12%) +1% +8% +14% +21% +27% +31% Closing Price Prior to 10/24 Proposal $5.03 +24% +30% +49% +59% +69% +79% +88% +94% (1) 20-Day VWAP $6.71 (7%) (2%) +12% +19% +27% +34% +41% +45% Price Before BBG Rumor (10/10/22) $7.35 (15%) (11%) +2% +9% +16% +22% +29% +33% Implied Equity Value $1,807 $1,895 $2,172 $2,319 $2,466 $2,613 $2,747 $2,836 (2) Plus: Net Debt 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 Implied Enterprise Value ($mm) $3,216 $3,304 $3,581 $3,728 $3,875 $4,022 $4,156 $4,245 Implied EV / EBITDA (Management) (3) 2022E ($1) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 2023E 130 24.7x 25.4x 27.6x 28.7x 29.8x 31.0x 32.0x 32.7x 2024E 213 15.1x 15.5x 16.8x 17.5x 18.2x 18.9x 19.5x 20.0x Implied EV / EBITDA (Consensus) 2022E $37 85.9x 88.2x 95.6x 99.6x 103.5x 107.4x 111.0x 113.4x 2023E 151 21.3x 21.9x 23.7x 24.7x 25.7x 26.7x 27.6x 28.2x 2024E 164 19.6x 20.1x 21.8x 22.7x 23.6x 24.5x 25.3x 25.8x Source: Management Outlook and FactSet as of November 18, 2022. Note: Dollars in millions, except per share amounts. (1) Reflects 20 trading days as of day of 10/24 Bonsai proposal – reflects market close prior to Bonsai proposal. 3 (2) Net debt excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. (3) Negative multiples presented as “n.a.”.


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary Valuation Analysis Methodology Selected Metric Implied Share Price $6.25$6.55$7.50 10/24 Proposal Illustrative Discounted 11/7 Proposal Cash Flow Analysis WACC: 9.50%-11.00% 11/19 Proposal (Incl. Value of Tax PGR: 2.0%-3.0% (1,2) $5.94 $9.81 Attributes) $5.06 $7.98 Selected Public Enterprise Value / FY'24E (1) Comparables Analysis EBITDA: 13.5x-17.5x $5.03 $14.40 52-Week Closing Share Low: $5.03 Price Range High: $14.40 $8.00 $2.75 Low: Citi $2.75 (3) Analyst Price Targets High: Keybanc $8.00 Source: Management Outlook and FactSet as of November 18, 2022. (1) Reflects net debt of $1,409mm, excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. 4 (2) Discount rate used to value tax attributes is equal to midpoint of after-tax cost of debt (4.46%) and midpoint of WACC range (10.25%). (3) Reflects share price targets as of October 24, 2022 (market close prior to proposal). For Reference Only


Supporting Materials


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary 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 (%) (9%) 18% 10% 10% 10% 8% 6% 5% 3% 2% Gross Profit $537 $665 $743 $866 $997 $1,077 $1,146 $1,206 $1,253 $1,289 $1,289 Margin (%) 37% 39% 39% 42% 44% 44% 44% 44% 45% 45% 45% Illustrative Adjusted EBITDA $130 $213 $256 $350 $468 $505 $552 $596 $636 $672 $672 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 PV of FCF $73 $84 $55 $147 $177 $171 $168 $166 $161 $156 $154 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 Sensitivities 9.50% $3,863 $4,042 $4,248 $8.46 $9.07 $9.76 8.8x 9.5x 10.2x 10.25% 3,452 3,590 3,748 7.06 7.53 8.07 8.0x 8.6x 9.2x 11.00% 3,111 3,220 3,343 5.89 6.26 6.68 7.4x 7.9x 8.4x Excludes Present Value of Tax Source: Management Outlook. (1) Attributes of ~$0.05 6 Note: Dollars in millions. Reflects Cactus balance sheet as of September 30, 2022. (1) 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 (4.5%) and midpoint of WACC range (10.25%).


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary Valuation Of Cactus Tax Attributes Cash Flow Benefit of TRAs and 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 (x) 15% 15% 15% 15% 15% 15% 15% 15% 0.15 Benefit 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 NOLs Used – – $5 $26 $36 $10 – of Tax Shield from NOLs (x) Tax Rate 24% 24% 24% 24% 24% 24% 24% FV of NOL Benefit – – $1.21 $6.34 $8.68 $2.34 – Discount PV of Implied Value Rate Tax Attr. Per Share (1) 4.46% $0.01 $0.01 $1.14 $5.46 $7.18 $1.92 $0.08 $0.55 $16.42 $0.06 Present Value of Tax Attributes 7.36% $0.01 $0.01 $1.05 $4.90 $6.27 $1.63 $0.06 $0.40 $14.39 $0.05 (2) 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. 7 (1) Reflects after-tax cost of debt. (2) Reflects midpoint of WACC.


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary WACC Analysis Peer Unlevered Beta Cost of Equity (3) 2-Year Weekly Beta Market Debt Debt / Risk-Free Rate 4.1% (1) (2) Peer Levered Unlevered Cap ($mm) ($mm) Equity (4) Median Beta 0.65 Stanley Black & Decker 0.99 0.65 $11,963 $7,972 67% (4) Whirlpool 1.05 0.72 8,182 4,978 61% Target Debt / Equity 66.6% Newell Brands 1.12 0.61 5,579 5,840 105% (5) Levered Beta 0.98 Groupe SEB 0.76 0.43 4,293 4,249 99% (6) Electrolux 1.13 0.74 3,791 2,591 68% Historical Risk Prem. 7.5% Yeti 1.61 1.58 3,693 102 3% (7) Size Premium 1.3% Thule Group 1.35 1.23 2,423 290 12% Helen of Troy 0.88 0.63 2,297 1,173 51% Cost of Equity 12.8% Spectrum Brands 1.10 0.50 2,090 3,157 151% Traeger n.m. (July 2021 IPO) Cost of Debt Average 1.11 0.79 68% (8) Pre-Tax Cost of Debt 5.9% Median 1.10 0.65 67% (9) * Cactus 0.92 0.53 $1,453 $1,434 99% Tax Rate 24.0% (*) IPO’d on August 5, 2021 – reflects betas since IPO until October 24, 2022 (Close prior to Bonsai Proposal) % Equity 60.0% Illustrative WACC Sensitivity Analysis % Debt 40.0% D / E D / TEV Unlevered Beta Value Value 0.65 0.75 0.85 After-Tax Cost of Debt 4.5% 50% 33% 9.6% 10.3% 11.0% 65% 39% 9.5% 10.1% 10.8% (10) WACC 9.4% 80% 44% 9.4% 10.0% 10.7% Source: Duff & Phelps, Company filings, Bloomberg and FactSet as of November 18, 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) Reflects 20-year U.S. government bond yield as of November 18, 2022. (4) Represents peer median. (5) Levered Beta = (Unlevered Beta)*(1+(1-Tax Rate)*(Debt/Equity)). (6) Represents 8 long-horizon historical equity risk premium per Duff & Phelps. (7) Represents size premium for companies with market capitalizations between $1.3bn and $2.2bn per Duff & Phelps 2021. (8) Based on BofA Merrill Lynch US BBB Yield. (9) Cactus tax rate based on Management Outlook. Tax rate for each peers is based on corporate tax rate in the country of domicile. (10) WACC equals ((Debt/Capitalization * (Cost of Debt * (1 – Tax Rate))) + (Equity/Capitalization * Levered Cost of Equity)).


– Preliminary Working Draft; All Figures Subject to Change / Update – 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 (2) Management 22.0x Consensus 17.4x Traeger 47% Thule Group +5pp Thule Group 24% Management 10.8x Consensus 19.0x Thule Group 14.4x Yeti 25% Whirlpool +3pp Yeti 23% Consensus 9.3x Stanley Black & Traeger 18.8x Traeger 13.7x Management 24% Yeti +3pp 18% Traeger 8.9x Decker Stanley Black & Thule Group 15.9x Management 13.5x Consensus 24% +3pp Helen of Troy 16% Spectrum Brands 4.9x Decker Stanley Black & Stanley Black & Stanley Black & 11.6x 9.3x Thule Group 21% Electrolux +2pp Management 15% 4.3x Decker Decker Decker Yeti 10.5x Yeti 9.1x Helen of Troy 15% Management +1pp Consensus 15% Newell Brands 4.2x Helen of Troy 10.0x Helen of Troy 9.0x Spectrum Brands 6% Consensus +1pp Traeger 15% Helen of Troy 3.3x (3) (1) (1) Spectrum Brands 9.5x Spectrum Brands 8.4x Newell Brands 5% Spectrum Brands +0pp Spectrum Brands 14% Groupe SEB 2.7x Newell Brands 8.7x Newell Brands 8.3x Groupe SEB 5% Groupe SEB +0pp Newell Brands 14% Electrolux 1.8x Stanley Black & (4) Groupe SEB 7.7x Groupe SEB 7.0x 5% Newell Brands (0pp) Whirlpool 13% Whirlpool 1.6x Decker Whirlpool 5.8x Whirlpool 5.6x Whirlpool 4% Helen of Troy (1pp) Groupe SEB 12% Thule Group 1.3x (2) Electrolux 5.7x Electrolux 4.7x Electrolux (0%) Traeger (1pp) Electrolux 9% Yeti 0.1x 75th Percentile 11.3x 9.3x 20% +3pp 17% 4.3x 9.8x 8.7x 6% +1pp 14% 3.0x Median 25th Percentile 8.0x 7.3x 5% (0pp) 13% 1.6x Source: Management Outlook and FactSet as of November 18, 2022. Note: Figures on Cactus’s fiscal year, unless otherwise noted. Cactus market data as of October 24, 2022. (1) Pro forma for Justice Department blocking Spectrum Brands’ HHI divesture. (2) Figures on Traeger’s fiscal year due to lack ofdata. (3) 9 Figure reflects annualized core sales growth on Newell’s fiscal year (FYE December 31). (4) Not pro forma for divestitures of Pure Fishing, Jostens and The Waddington group.


– Preliminary Working Draft; All Figures Subject to Change / Update – 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 & Consensus 19.0x Thule Group 14.4x 5% Newell Brands +0pp Thule Group 19% Consensus 9.3x Decker Traeger 18.8x Traeger 13.7x Electrolux 4% Spectrum Brands (1pp) Helen of Troy 17% Traeger 8.9x Thule Group 15.9x Management 13.5x Groupe SEB 3% Groupe SEB (1pp) Newell Brands 13% Spectrum Brands 4.9x Stanley Black & Stanley Black & Stanley Black & 11.6x 9.3x Helen of Troy (0%) Electrolux (1pp) Spectrum Brands 13% 4.3x Decker Decker Decker Stanley Black & Yeti 10.5x Yeti 9.1x Traeger (1%) (2pp) Groupe SEB 11% Newell Brands 4.2x Decker Helen of Troy 10.0x Helen of Troy 9.0x Thule Group (2%) Yeti (2pp) Consensus 11% Helen of Troy 3.3x Stanley Black & (1) (1) Spectrum Brands 9.5x Spectrum Brands 8.4x Spectrum Brands (2%) Management (3pp) 11% Groupe SEB 2.7x Decker Newell Brands 8.7x Newell Brands 8.3x Newell Brands (4%) Whirlpool (3pp) Whirlpool 10% Electrolux 1.8x Groupe SEB 7.7x Groupe SEB 7.0x Whirlpool (4%) Consensus (4pp) Management 9% Whirlpool 1.6x Whirlpool 5.8x Whirlpool 5.6x Management (5%) Traeger (5pp) Traeger 8% Thule Group 1.3x Electrolux 5.7x Electrolux 4.7x Consensus (10%) Thule Group (5pp) Electrolux 7% Yeti 0.1x 75th Percentile 11.3x 9.3x 4% (1pp) 16% 4.3x 9.8x 8.7x (1%) (2pp) 12% 3.0x Median 25th Percentile 8.0x 7.3x (2%) (3pp) 10% 1.6x Source: Management Outlook and FactSet as of November 18, 2022. 10 Note: Figures on Cactus’s fiscal year. Cactus market data as of October 24, 2022. (1) Pro forma for Justice Department blocking Spectrum Brands’ HHI divesture.


– Preliminary Working Draft; All Figures Subject to Change / Update – Analyst Price Targets Analyst Sentiment Over Time Wall Street Price Targets # of Brokers 88877 $8.00 100% $18 $19 $16 $6.00 80% 100% 57% $5.00 75% $11 100% 60% 63% $4.00 $10 $8 $9 40% (1) $7 $8 $3.00 $4 20% 38% $3.00 25% 43% 0% $2.75 Oct-21 Jan-22 Apr-22 Jul-22 Current Memo: Analyst Price Target Statistics Median $19 $16 $11 $8 $4 n.a. Median: % Premium +8% +55% +16% +7% (46%) $4.00 Buy Hold Sell Price Tgt. Price Buy Hold Sell 11 Source: FactSet as of October 24, 2022 (market close prior to proposal). (1) Reflects share price as of November 18, 2022.

Exhibit (c)(6) – Preliminary Working Draft; All Figures Subject to Change / Update – Project Cactus Discussion Materials November 28, 2022


– Preliminary Working Draft; All Figures Subject to Change / Update – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


– Preliminary Working Draft; All Figures Subject to Change / Update – Special Committee “Roadmap Dashboard” Discussed in previous meetings Focus for today Evaluate B Bonsai’ onsai’s s C Conte ontextualizin xtualizing g F Fr rame amewo wor rk k Reach Proposal and Negotiate 10/24 10/24 B Bonsai’ onsai’s s fo for r Agreement Develop with Bonsai P Pr ro oposal posal P Pr ro oposal posal Neg Nego otiation tiation with Bonsai Response H Ho ow w does the does the Wh What ar at are e Offer value vs. Wh What ar at are e k key ey Bonsai off Bonsai offe er r Bonsai neg nego otiation tiation potential value t terms of erms of price compar price compare e Becomes d dynamics in ynamics in of executing on the pr the proposal? oposal? to r to re ecent stoc cent stock k Unfriendly se selected other lected other mgmt. outlook perf performance? ormance? transactions transactions? ? Bonsai What other What other Economic and P Pr ro ocess, cess, timing timing Withdraws Items to clarify Items to clarify ffactors should actors should Non-Economic a and tactical nd tactical Proposal with Bonsai with Bonsai b be tak e taken into en into Terms of Bonsai considerations considerations consideration consideration? ? proposal Assessment o Assessment of f Negotiation Levers M Mana anag gement Outlo ement Outlook ok F Financial anal inancial analysi ysis s (1) Offer value / Premium Necessary regulatory clearances Learnings fr Learnings from diligence om diligence Majority of the minority vote Buyer bridge loan K Ke ey driv y drivers of Management ers of Management Outloo Outlook k Reverse termination fee Minimal R&W P Potential oppor otential opport tunities / risks unities / risks Financing contingency / backstop Ticking construct C Comparison vs. omparison vs. expectations expectations 2 (1) For example, expiration of HSR waiting period. To be confirmed.


– Preliminary Working Draft; All Figures Subject to Change / Update – Illustrative Analysis At Various Prices 30% premia 58% premia Counterproposals Bonsai Proposals 11/7 11/19 11/28 11/21 11/10 11/6 10/24 Share Price $6.25 $6.55 $7.50 $7.75 $7.88 $8.00 $8.13 $8.25 $8.50 $9.45 $9.75 % Premium / (Discount) to: Current Price (11/22/22) $6.90 (9%) (5%) +9% +12% +14% +16% +18% +20% +23% +37% +41% Closing Price Prior to 10/24 Proposal $5.03 +24% +30% +49% +54% +57% +59% +62% +64% +69% +88% +94% (1) 20-Day VWAP $6.71 (7%) (2%) +12% +15% +17% +19% +21% +23% +27% +41% +45% Price Before BBG Rumor (10/10/22) $7.35 (15%) (11%) +2% +5% +7% +9% +11% +12% +16% +29% +33% Implied Equity Value $1,807 $1,895 $2,172 $2,245 $2,282 $2,319 $2,356 $2,392 $2,466 $2,747 $2,836 (2) Plus: Net Debt 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 Implied Enterprise Value ($mm) $3,216 $3,304 $3,581 $3,654 $3,691 $3,728 $3,765 $3,802 $3,875 $4,156 $4,245 Implied EV / EBITDA (Management) (3) 2022E ($1) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 2023E 130 24.7x 25.4x 27.6x 28.1x 28.4x 28.7x 29.0x 29.3x 29.8x 32.0x 32.7x 2024E 213 15.1x 15.5x 16.8x 17.2x 17.4x 17.5x 17.7x 17.9x 18.2x 19.5x 20.0x Implied EV / EBITDA (Consensus) 2022E $37 85.9x 88.2x 95.6x 97.6x 98.6x 99.6x 100.6x 101.5x 103.5x 111.0x 113.4x 2023E 151 21.3x 21.9x 23.7x 24.2x 24.5x 24.7x 25.0x 25.2x 25.7x 27.6x 28.2x 2024E 164 19.6x 20.1x 21.8x 22.2x 22.5x 22.7x 22.9x 23.1x 23.6x 25.3x 25.8x Source: Management Outlook and FactSet as of November 22, 2022. Note: Dollars in millions, except per share amounts. (1) Reflects 20 trading days as of day of 10/24 Bonsai proposal – reflects market close prior to Bonsai proposal. 3 (2) Net debt excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. (3) Negative multiples presented as “n.a.”.


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary Valuation Analysis Methodology Selected Metric Implied Share Price $6.25$6.55$7.50 $7.75 10/24 Proposal Illustrative Discounted 11/7 Proposal Cash Flow Analysis WACC: 9.50%-11.00% 11/19 Proposal (Incl. Value of Tax PGR: 2.0%-3.0% 11/28 Proposal $5.94 $9.81 (1,2) Attributes) $4.69 $7.98 Selected Public Enterprise Value / FY'24E (1) Comparables Analysis EBITDA: 13.0x-17.5x $5.03 $14.15 52-Week Closing Share Low: $5.03 Price Range High: $14.15 $8.00 $2.75 (3) Low: Citi $2.75 Analyst Price Targets High: Keybanc $8.00 Source: Management Outlook and FactSet as of November 22, 2022. (1) Reflects net debt of $1,409mm, excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. 4 (2) Discount rate used to value tax attributes is equal to midpoint of after-tax cost of debt (4.42%) 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

Exhibit (c)(7) – Preliminary Working Draft; All Figures Subject to Change / Update – Project Cactus Discussion Materials November 29, 2022


– Preliminary Working Draft; All Figures Subject to Change / Update – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


– Preliminary Working Draft; All Figures Subject to Change / Update – Special Committee “Roadmap Dashboard” Discussed in previous meetings Focus for today Evaluate B Bonsai’ onsai’s s C Conte ontextualizin xtualizing g F Fr rame amewo wor rk k Reach Proposal and Negotiate 10/24 10/24 B Bonsai’ onsai’s s fo for r Agreement Develop with Bonsai P Pr ro oposal posal P Pr ro oposal posal Neg Nego otiation tiation with Bonsai Response H Ho ow w does the does the Wh What ar at are e Offer value vs. Wh What ar at are e k key ey Bonsai off Bonsai offe er r Bonsai neg nego otiation tiation potential value t terms of erms of price compar price compare e Becomes d dynamics in ynamics in of executing on the pr the proposal? oposal? to r to re ecent stoc cent stock k Unfriendly se selected other lected other mgmt. outlook perf performance? ormance? transactions transactions? ? Bonsai What other What other Economic and P Pr ro ocess, cess, timing timing Withdraws Items to clarify Items to clarify ffactors should actors should Non-Economic a and tactical nd tactical Proposal with Bonsai with Bonsai b be tak e taken into en into Terms of Bonsai considerations considerations consideration consideration? ? proposal Assessment o Assessment of f Negotiation Levers M Mana anag gement Outlo ement Outlook ok F Financial anal inancial analysi ysis s (1) Offer value / Premium Necessary regulatory clearances Learnings fr Learnings from diligence om diligence Majority of the minority vote Buyer bridge loan K Ke ey driv y drivers of Management ers of Management Outloo Outlook k Reverse termination fee Minimal R&W P Potential oppor otential opport tunities / risks unities / risks Financing contingency / backstop Ticking construct C Comparison vs. omparison vs. expectations expectations 2 (1) For example, expiration of HSR waiting period. To be confirmed.


– Preliminary Working Draft; All Figures Subject to Change / Update – Illustrative Analysis At Various Prices 30% premia 58% premia Bonsai Proposals Counterproposals Best and 10/24 11/7 11/19 11/28 11/29 11/21 11/10 11/6 Final 11/29 Share Price $6.25 $6.55 $7.50 $7.75 $8.05 $8.25 $8.50 $9.45 $9.75 % Premium / (Discount) to: Current Price (11/29/22) $6.62 (6%) (1%) +13% +17% +22% +25% +28% +43% +47% Closing Price Prior to 10/24 Proposal $5.03 +24% +30% +49% +54% +60% +64% +69% +88% +94% (1) 20-Day VWAP $6.71 (7%) (2%) +12% +15% +20% +23% +27% +41% +45% Price Before BBG Rumor (10/10/22) $7.35 (15%) (11%) +2% +5% +10% +12% +16% +29% +33% Implied Equity Value $1,807 $1,895 $2,172 $2,245 $2,333 $2,392 $2,466 $2,747 $2,836 (2) Plus: Net Debt 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 Implied Enterprise Value ($mm) $3,216 $3,304 $3,581 $3,654 $3,743 $3,802 $3,875 $4,156 $4,245 Implied EV / EBITDA (Management) (3) 2022E ($1) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 2023E 130 24.7x 25.4x 27.6x 28.1x 28.8x 29.3x 29.8x 32.0x 32.7x 2024E 213 15.1x 15.5x 16.8x 17.2x 17.6x 17.9x 18.2x 19.5x 20.0x Implied EV / EBITDA (Consensus) 2022E $37 85.9x 88.2x 95.6x 97.6x 100.0x 101.5x 103.5x 111.0x 113.4x 2023E 151 21.3x 21.9x 23.7x 24.2x 24.8x 25.2x 25.7x 27.6x 28.2x 2024E 164 19.6x 20.1x 21.8x 22.2x 22.8x 23.1x 23.6x 25.3x 25.8x Source: Management Outlook and FactSet as of November 29, 2022. Note: Dollars in millions, except per share amounts. (1) Reflects 20 trading days as of day of 10/24 Bonsai proposal – reflects market close prior to Bonsai proposal. 3 (2) Net debt excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. (3) Negative multiples presented as “n.a.”.


– Preliminary Working Draft; All Figures Subject to Change / Update – Preliminary Valuation Analysis Methodology Selected Metric Implied Share Price $6.55 $7.75 10/24 Proposal $6.25 $7.50 $8.05 Illustrative Discounted 11/7 Proposal Cash Flow Analysis WACC: 9.50%-11.00% 11/19 Proposal (Incl. Value of Tax PGR: 2.0%-3.0% 11/28 Proposal (1,2) $5.94 $9.81 Attributes) Best & Final 11/29 Proposal $4.69 $7.98 Selected Public Enterprise Value / FY'24E (1) Comparables Analysis EBITDA: 13.0x-17.5x $5.03 $14.15 52-Week Closing Share Low: $5.03 Price Range High: $14.15 $8.00 $2.75 (3) Low: Citi $2.75 Analyst Price Targets High: Keybanc $8.00 Source: Management Outlook and FactSet as of November 22, 2022. (1) Reflects net debt of $1,409mm, excludes NCI that is related to Up-C structure. Net debt as of September 30, 2022. 4 (2) Discount rate used to value tax attributes is equal to midpoint of after-tax cost of debt (4.42%) 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

Exhibit (c)(8) – Preliminary Working Draft; All Figures Subject to Change / Update – Project Cactus Discussion Materials December 5, 2022


– Preliminary Working Draft; All Figures Subject to Change / Update – Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


ƒƒƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Financing Situation Update On 11/29, Bonsai submitted a proposal for a $75mm unsecured revolving facility intended to provide liquidity until closing of the potential take-private transaction with the following terms – 15% interest rate, with option to pay in kind (50bps undrawn fee) – 2% upfront fee, payable in form of OID – 6 month maturity – Would have required amendment/waiver from Cactus’s existing revolving lenders Centerview discussed the proposal with Bonsai, and on 11/30 Bonsai revised its proposal and increased the facility size to $200mm, acknowledging the challenges of negotiating a covenant amendment with $75mm of financing – $200mm facility provides Cactus with adequate liquidity as of 12/31/22 to pay revolver down to $105mm and avoid a covenant test as of that date – However, as of the 3/31/23 test date, Cactus would require additional liquidity to avoid the covenant test Centerview discussed the revised proposal with Bonsai, and on 12/3, Bonsai further revised its proposal – Increased size of facility to $280mm ($115mm term loan and $165mm revolving facility) • Cactus may be able to shift an incremental $60mm to revolver (from term loan) if Bonsai agrees to extend the maturity of their $61.2mm term loan – Extended maturity date to July 14, 2023, with the intention of providing sufficient liquidity and avoiding testing the covenant through June 2023 – Economics consistent with the $75mm proposal described above; given Fund III minimum requirements, Bonsai is unable to reduce interest and fees, but agreed to PIK the upfront fee – The revolving nature of the Bonsai facility will allow Cactus to repay the existing revolving credit facility with Bonsai proceeds and then redraw on the revolver to repay the Bonsai facility to optimize cost of capital – Cactus would be restricted from pursuing other financing alternatives between signing and closing 2


– Preliminary Working Draft; All Figures Subject to Change / Update – Comparison of Bonsai $280mm vs. Benchmarks Bonsai $280mm Lender A Bridge Bonsai $61.2mm Unsecured Loan Facility Proposal Unsecured Loan 1L T erm Loan $280mm Facility Size $200mm $61.2mm $1,250mm $115mm TLB / $165mm RCF First priority lien on all Unsecured Term Loan B assets of the Borrower, Security and Unsecured Revolving Unsecured First priority lien loan including all currently Facility unencumbered assets 15% (PIK) / S+1,200bps (Cash) Interest Rate 12% (PIK toggle) L+325bps (Cash) 0.5% unused fee on RCF (~15.8%) Upfront Fee 2% (PIK) 5% (Cash) 2% (PIK) 2% (illustrative) Implied All-in (2) (2) 20.4% 31.7% 13.3% 12.7% (1) Yield Yield Spread vs. +7.7% +18.9% +0.5% n.a. 1L Term Loan 1.15x MOIC true up Early Permitted at any time with Permitted at any time No penalty paid at exit no penalty with no penalty Redemption (Facility Termination Fee) 6 months with one 3- month extension Maturity July 14, 2023 January 29, 2026 October 30, 2027 subject to a to-be- assigned A/R balance Source: Indicative proposals provided and public company filings. Note: Dollars in millions. 3 (1) Interest rate and frequency of payments based on lender non-binding proposal. Includes upfront fees and interest rate payments. (2) Assumes 12/31/22 closing date and fully drawn revolver.


ƒ – Preliminary Working Draft; All Figures Subject to Change / Update – Next Steps Should the Special Committee wish to move forward, Centerview, on behalf of the Special Committee, would seek to (i) maximize the portion of the facility available on a revolving basis and (ii) extend the maturity to December 2023 (if possible); in parallel, counsel would seek to finalize the Bonsai $280mm debt documents – Bonsai has communicated that Fund III has minimum yield requirements which limit Bonsai’s ability to further improve economic terms – All-in yield of Bonsai’s $280mm facility is more favorable than Lender A’s bridge facility (w/ AR financing) and because it is lower yield and partially structured as a revolving facility, the dollar cost of the facility is even more attractive • The Bonsai facility also mitigates the borrowing base and closing timing risk associated with an AR financing – Upfront fee, undrawn fee and interest rate are all payable-in-kind, providing Cactus with liquidity and flexibility – Facility size of $280mm ($115mm of term loan and $165mm revolving facility) provides sufficient liquidity to navigate through closing of potential take-private transaction and to repay revolver to avoid a covenant test – Extended maturity to July 14, 2023 to provide additional cushion beyond expected time to closing of potential take-private transaction • Cactus may receive an explanatory paragraph from auditors under the current terms, which management believes could be removed if Bonsai agrees to extend maturity to December 2023 – While Cactus’s ability to pursue other financing alternatives between signing and closing would be restricted, Bonsai would have an incremental $280mm of unsecured debt exposure across Fund I and III, indicating a continued commitment in Cactus 4

Exhibit (c)(9) Project Cactus Discussion Materials December 10, 2022


Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


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

Exhibit (c)(10) Project Cactus Discussion Materials December 11, 2022


Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors (the “Special Committee”) of Cactus (the “Company”) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1


ƒƒƒƒƒƒ ƒƒ Background Information Centerview met with the Special Committee on 9/16 and were then engaged as its independent financial advisor Centerview is presenting to the Board of Directors of Cactus at the request of the Special Committee to provide the Board of Directors with an overview of the activities and analyses undertaken by Centerview, including: A Centerview engaged with management and conducted due diligence of Diligence of Cactus’s business and the Management Outlook Management Provided a series of financial analyses to aid the Special Committee in Outlook its evaluation of Bonsai’s proposals B Advised the Special Committee on contextualizing Bonsai’s 10/24 Framework for proposal and on the go-forward process, timing and tactics the Special Committee to Provided the Special Committee with a framework to evaluate Bonsai’s Evaluate a Proposal proposals and negotiated the transaction on behalf of the Special from Bonsai Committee C Analyzed Cactus’s liquidity and assessed Cactus’s potential need for near Liquidity Analysis and long-term financing and Exploration of Financing Advised the Special Committee on range of financing alternatives and Alternatives at the Special Committee’s request, explored potential solutions 2


ƒƒƒƒƒ Diligence of Management Outlook A Summary Of Centerview’s S Due Diligence Centerview reviewed recent board updates, strategy presentations, analyst models, Historical and budgets, debt and equity capitalization and other information provided by management Recent Financial Held several diligence calls with management to develop deeper understanding and Performance provided follow-up questions and data requests Several discussions with Cactus management team and its tax advisors to understand the tax attributes covered under Cactus’s tax receivables agreement Tax Attributes Follow-up discussions with the management team and tax advisors to update the TRA schedule and to understand Cactus’s NOL carryforwards Centerview and members of Cactus’s management team held calls to discuss aspects of Management Outlook including, but not limited to: – FY2023 budget and cash flow forecast – Growth expectations for outdoor grill category – New product development plans Management – Cost inflation and foreign exchange impacts Outlook – Cost savings and productivity initiatives – Marketing and advertising investments – Capital expenditure plan – Net working capital – Mechanics of profit interest units, LTIP plan and other awards and options 3


ƒƒƒƒƒ Diligence of Management Outlook A Assessment Of Management Outlook and Bonsai 10/24 Proposal A On 10/24, Bonsai submitted a proposal (“10/24 Proposal”) to acquire the Class A shares that it does not currently own (~27.5mm) for $6.25 per share in cash On 11/1, Centerview reviewed the 10/24 proposal with the Special Committee, including terms of the proposal and areas for further clarification – Centerview presented analysis to contextualize the 10/24 proposal and discussed considerations for timing, process and negotiation tactics – Centerview provided a “roadmap” for the Special Committee to use as it evaluates the 10/24 proposal and negotiates with Bonsai On 11/2, at the request of the Special Committee, Centerview and S&C had a call with Bonsai to clarify aspects of the 10/24 Proposal and communicate to Bonsai that the Special Committee is evaluating the 10/24 Proposal On 11/3, the Special Committee approved management’s latest outlook (the “Management Outlook”) for use in Centerview’s analysis On 11/5, Centerview presented its preliminary financial analysis based on the Management Outlook and evaluation of Bonsai’s 10/24 proposal to the Special Committee and aligned on a counterproposal to Bonsai 4


Framework for the Special Committee to evaluate a proposal from Bonsai B S Special Committee “Roadmap Dashboard” Evaluate Bonsai’s Contextualizing Framework Reach Proposal and Negotiate 10/24 Bonsai’s for Agreement Develop with Bonsai Proposal Proposal Negotiation with Bonsai Response How does the What are Offer value vs. What are key Bonsai offer Bonsai negotiation potential value terms of price compare Becomes dynamics in of executing on the proposal? to recent stock Unfriendly selected other mgmt. outlook performance? transactions? Bonsai What other Economic and Process, timing Withdraws Items to clarify factors should Non-Economic and tactical Proposal with Bonsai be taken into Terms of Bonsai considerations consideration? proposal Assessment of Negotiation Levers Management Outlook Financial analysis (1) Offer value / Premium Necessary regulatory clearances Learnings from diligence Majority of the minority vote Buyer bridge loan Key drivers of Management Outlook Reverse termination fee Minimal R&W Potential opportunities / risks Financing contingency / backstop Ticking construct Comparison vs. expectations 5 (1) For example, expiration of HSR waiting period.


Framework for the Special Committee to evaluate a proposal from Bonsai B Bonsai Offer Progression B 30% premia 58% premia Bonsai Proposals Counterproposals Best and 10/24 11/7 11/19 11/28 11/29 11/21 11/10 11/6 Final 11/29 Share Price $6.25 $6.55 $7.50 $7.75 $8.05 $8.25 $8.50 $9.45 $9.75 % Premium / (Discount) to: Current Price (12/9/22) $6.50 (4%) +1% +15% +19% +24% +27% +31% +45% +50% Closing Price Prior to 10/24 Proposal $5.03 +24% +30% +49% +54% +60% +64% +69% +88% +94% (1) 20-Day VWAP $6.71 (7%) (2%) +12% +15% +20% +23% +27% +41% +45% (2) Price Before BBG Rumor (10/10/22) $7.35 (15%) (11%) +2% +5% +10% +12% +16% +29% +33% Implied Equity Value $1,811 $1,899 $2,177 $2,250 $2,339 $2,398 $2,472 $2,753 $2,843 (3) Plus: Net Debt 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 1,409 Implied Enterprise Value $3,220 $3,308 $3,586 $3,660 $3,748 $3,807 $3,881 $4,162 $4,252 Implied EV / EBITDA (Management) (4) 2022E ($1) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 2023E 130 24.8x 25.5x 27.6x 28.2x 28.8x 29.3x 29.9x 32.0x 32.7x 2024E 213 15.1x 15.6x 16.9x 17.2x 17.6x 17.9x 18.2x 19.6x 20.0x Implied EV / EBITDA (Consensus) 2022E $37 86.0x 88.4x 95.8x 97.8x 100.1x 101.7x 103.7x 111.2x 113.6x 2023E 151 21.4x 21.9x 23.8x 24.3x 24.9x 25.3x 25.7x 27.6x 28.2x 2024E 164 19.6x 20.1x 21.8x 22.3x 22.8x 23.2x 23.6x 25.3x 25.9x Source: Management Outlook and FactSet as of December 9, 2022. Note: Dollars in millions, except per share amounts. (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 article leaked speculating a possible takeover approach followed by speculation of a financing transaction. 6 (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.”.


ƒƒƒƒ Liquidity analysis and exploration of financing alternatives C A Assessment Of Cactus’s Liquidity And Financing Alternatives Following the 9/27 Special Committee meeting, Centerview had multiple calls with management and FTI to discuss Cactus’s cash flow forecast and liquidity need Analysis of Cactus’s cash flow forecast implied that ~$150mm of new money was required, Cactus’s assuming an amendment of its net first lien leverage covenant under its Liquidity revolving facility, or at least ~$345mm of new money to avoid testing the covenant Centerview had several discussions with DPW to determine a range financing options available based on Cactus’s existing credit agreement On 10/4, Centerview reviewed a range of potential financing alternatives with management and on 10/6, presented the alternatives to the Special Committee Evaluation of Potential – Centerview proceeded with exploring an A/R financing at the request of the Financing Special Committee Alternatives – Centerview contacted 20 potential third-party lenders, negotiated NDAs, provided diligence info and directed lenders to submit indications of interest by 11/3 7


ƒƒƒ ƒƒƒ Liquidity analysis and exploration of financing alternatives C Bonsai $61.2mm Term Loan Facility And A/R Financing B On 10/6, Bonsai submitted a term sheet for a $61.2mm unsecured term loan Centerview had discussions with management on Bonsai’s proposal as a potential solution for Cactus’s short and long-term liquidity need – Bonsai’s proposal could extend Cactus’s liquidity through January 2023, but not Bonsai’s sufficient to navigate through March 2023 $61.2mm Unsecured – Cactus would still likely require either a covenant amendment or a larger Term Loan commitment from Bonsai or a third-party Facility Special Committee requested Centerview to negotiate terms of Bonsai’s proposal, and to continue pursuing the A/R financing and other financing alternatives On 11/8, Cactus closed on the $61.2mm unsecured term loan Centerview received 4 non-binding proposals from potential A/R lenders Lender A’s proposal was the most advantageous of the non-binding proposals – Based on Cactus’s cash flow forecast, Lender A’s A/R facility combined with Bonsai’s A/R Financing $61.2mm and a covenant amendment could potentially provide sufficient Process liquidity for Cactus to navigate through FY23 – Lender A also provided a term sheet for a bridge facility to provide liquidity from December 2022 through March 2023, when A/R is forecasted to increase 8


ƒƒƒƒƒƒƒ Liquidity analysis and exploration of financing alternatives C A A/R Financing Process And Bonsai $350mm Bridge Facility Management informed Centerview and the Special Committee that Cactus’s auditors may include a potential explanatory paragraph in its 10-K filing on 12/14 A/R Financing At the Special Committee’s request, Centerview negotiated terms and advanced and Covenant diligence with Lender A to try to close all or part of the facility by 12/14 Amendment Discussions Also at the Special Committee’s request, Centerview, management, FTI and DPW engaged with Berkeley Research Group (“BRG”), advisor to the existing revolving lenders, to conduct due diligence and make a covenant amendment proposal On 11/29, Bonsai submitted a bridge financing proposal for a $75mm unsecured revolving credit facility Centerview worked with management and FTI to determine the size of commitment needed to provide adequate liquidity while also avoiding a covenant test At the request of the Special Committee, Centerview negotiated terms of Bonsai’s Bonsai’s bridge financing proposal $350mm – On 11/30, Bonsai revised its proposal, including an increased commitment of $200mm Unsecured – On 12/3, Bonsai revised its proposal, including an increased commitment of $280mm Revolving Facility – On 12/9, Bonsai revised its proposal, including an increased commitment of $350mm and an extended maturity Bonsai’s $350mm financing was simpler, less expensive, had lower closing and timing risk and provided greater flexibility to Cactus compared to the Lender A combined bridge and A/R financing facilities, especially considering the revolving nature of the Bonsai facility, among other factors 9


ƒƒƒƒƒƒƒƒƒƒƒƒƒƒ Liquidity analysis and exploration of financing alternatives C Selected Key Terms Of $350mm Bridge Facility S $350mm total commitment Commitment Size $230mm revolving facility and $120mm term loan facility Weber-Stephen Products LLC Borrower Lender Ribeye Parent LLC Unsecured Security 15% per annum Interest Rate Option to pay in kind or in cash 0.5% per annum on the average daily amount of the unused commitment (RCF) / undrawn Undrawn Fee term commitments (TLF); Option to pay in kind or in cash 2% of aggregate commitment Upfront Fee Option to pay in kind or in cash Quarterly (at maturity for interest and fees that are paid in kind) Interest Payment Date No penalty Early Redemption Maturity December 31, 2023 Financial Covenant No financial covenant 10 Source: Draft Bridge Loan Agreement as of December 10, 2022.

Exhibit 107

EX-FILING FEES

CALCULATION OF FILING FEE TABLES

SC 13E3

(Form Type)

Weber Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 to Paragraph (a)(7)

 

       
     

    Transaction    

Valuation

 

Fee

    rate    

       Amount of    
Filing Fee
       

Fees to Be Paid

   $227,399,829(1)   .00011020    $25,059.46(2)
       

Fees Previously Paid

   $227,399,829      $25,059.46(3)
       

Total Transaction Valuation

   $227,399,829       
       

Total Fees Due for Filing

        $0.00
       

Total Fees Previously Paid

        $25,059.46
       

Total Fee Offsets

        $25,059.46
       

Net Fee Due

            $0.00

Table 2 to Paragraph (a)(7)

 

               
     Registrant or
Filer Name
 

Form or

Filing Type

 

File

Number

 

Initial

Filing Date

  Filing Date   Fee Offset
Claimed
 

Fee Paid with

Fee Offset Source

               
Fee Offset Claims       PREM14C       January 17, 2023       $25,059.46    
               
Fee Offset Sources   Weber Inc.   PREM14C           January 17, 2023       $25,059.46(3)

 

(1)

Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated by multiplying 28,248,426, which is the number of shares of Weber Inc. Class A common stock, par value $0.001 per share (the “Class A Shares”) entitled to receive the per share merger consideration, by $8.05, which is the per share merger consideration. The number of Class A Shares included in the calculation includes 67,752 Class A Shares underlying outstanding director restricted stock units entitled to receive the per share merger consideration and excludes the Class A Shares held by BDT WSP Holdings, LLC and BDT Capital Partners Fund I-A Holdings, LLC.

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, was calculated by multiplying $227,399,829 by 0.00011020.

(3)

Weber Inc. previously paid $25,059.46 upon the filing of its Preliminary Information Statement on Schedule 14C on January 17, 2023, in connection with the transaction reported hereby.