EX-99.(C)(4) 4 d444854dex99c4.htm EX-99.(C)(4) EX-99.(c)(4)

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