### SC 13E3 - SC 13E3
SC 13E3
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d847314dsc13e3.htm
SC 13E3
SC 13E3
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
Mister Car Wash, Inc.
(Name of the Issuer)
Mister Car Wash, Inc.
Mister Car Wash Holdings, Inc.
MCW Parent, LP
Boson
Merger Sub, Inc.
Green Equity Investors VI, L.P.
Green Equity Investors Side VI, L.P.
LGP Associates VI-A LLC
LGP Associates VI-B LLC
GEI Capital VI, LLC
Peridot Coinvest Manager LLC
LGP Management, Inc.
Leonard Green & Partners, L.P.
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
60646V105
(CUSIP Number of
Class of Securities)
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Mister Car Wash, Inc.
Mister Car Wash Holdings, Inc.
c/o Mister Car Wash Inc.
222 E. 5 th Street
Tucson, AZ 85705
(520) 615-4000
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MCW Parent, LP
Boson Merger Sub, Inc.
Green Equity Investors VI, L.P.
Green Equity Investors Side VI, L.P.
LGP Associates VI-A LLC
LGP Associates VI-B LLC
GEI Capital VI, LLC
Peridot
Coinvest Manager LLC
LGP Management, Inc.
Leonard Green & Partners, L.P.
c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025
(310)
954-0444
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of
the Persons Filing Statement)
With a copy to:
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Paul Kukish, Esq.
Andrew Elken, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
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Eric Klinger-Wilensky, Esq.
Patricia Vella, Esq.
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street
P.O. Box 1347
Wilmington,
DE 19899
(302) 658-9200
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Gregory B. Klein, Esq.
Michael W. Kaplan, Esq.
Simpson Thacher & Bartlett LLP
1999 Avenue of the Stars, 29th Floor
Los Angeles, CA 90067
(310)
407-7500
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This statement is filed in connection with (check the appropriate box):
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☒
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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The filing of a registration statement under the Securities Act of 1933.
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A tender offer.
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☐
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None of the above.
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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: ☐
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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INTRODUCTION
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ITEM 1. SUMMARY TERM SHEET
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ITEM 2. SUBJECT COMPANY INFORMATION
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ITEM 3. IDENTITY AND BACKGROUND OF FILING
PERSON
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ITEM 4. TERMS OF THE TRANSACTION
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND
EFFECTS
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ITEM 8. FAIRNESS OF THE TRANSACTION
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND
NEGOTIATIONS
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ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
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ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT
COMPANY
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ITEM 12. THE SOLICITATION OR
RECOMMENDATION
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ITEM 13. FINANCIAL STATEMENTS
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ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR
USED
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ITEM 15. ADDITIONAL INFORMATION
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ITEM 16. EXHIBITS
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SIGNATURES
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INTRODUCTION
This Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this
“ Schedule 13E-3 ” or this “ Transaction Statement ”), is being filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “ Exchange Act ”), jointly by: (i) Mister Car Wash, Inc., a Delaware corporation (the
“ Company ”), (ii) Mister Car Wash Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“ Borrower ”), (iii) MCW Parent, LP, a Delaware limited partnership
(“ Parent ”), (iv) Boson Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), (v) Green Equity Investors VI, L.P., a Delaware limited partnership (“ GEI
VI ”), (vi) Green Equity Investors Side VI, L.P., a Delaware limited partnership (“ GEI Side VI ”), (vii) LGP Associates VI-A LLC, a Delaware limited liability company
(“ Associates VI-A ”), (viii) LGP Associates VI-B LLC, a Delaware limited liability company (“ Associates
VI-B ” and, together with GEI VI, GEI Side VI and Associates VI-A, the “ Principal Stockholders ”), (ix) GEI Capital VI, LLC, a Delaware
limited liability company (“ Capital VI ”), (x) Peridot Coinvest Manager LLC, a Delaware limited liability company (“ Peridot ”), (xi) LGP Management, Inc., a Delaware corporation (“ LGPM ”), and
(xii) Leonard Green & Partners, L.P., a Delaware limited partnership (“ LGP ” and, together with Parent, Merger Sub, the Principal Stockholders, Capital VI, Peridot and LGPM, the “ LGP Filing
Persons ”). The Company, Borrower, and the LGP Filing Persons are referred to collectively as the “ Filing Persons .”
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of February 17, 2026 (the “ Merger
Agreement ”), by and among the Company, Parent, Merger Sub and, solely for purposes of the Borrower Provisions (as defined in the Merger Agreement), Borrower. The Merger Agreement provides that, subject to the terms and conditions of the
Merger Agreement, Merger Sub will be merged with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation in the Merger. The Merger Agreement and the transactions contemplated thereby,
including the Merger, are more fully described in the information statement (the “ Information Statement ”) filed by the Company with the SEC under Regulation 14C of the Exchange Act concurrently with the filing of this Transaction
Statement.
At the effective time of the Merger (the “ Effective Time ”), (i) each share of common stock, par value $0.01
per share, of the Company (“ Company Common Stock ”) that is outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock described in clauses (ii) or (iii) of this sentence) will be
cancelled and extinguished and automatically converted into the right to receive cash in an amount per share equal to $7.00, without interest thereon (the “ Per Share Price ”), (ii) each share of Company Common Stock that is
(a) held by the Company as treasury stock or (b) owned by Parent, Merger Sub or any of their direct or indirect subsidiaries as of immediately prior to the Effective Time, including the shares of Company Common Stock held by the Principal
Stockholders and the shares contributed to Parent by Company executives who execute a Management Rollover Agreement (as defined below), if any, will automatically be cancelled and extinguished without any conversion thereof or consideration paid
therefor, and (iii) each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time and held of record by any stockholder of the Company (or beneficially owned by a “beneficial owner”
of shares of Company Common Stock held either in a voting trust or by a nominee on behalf of the beneficial owner) who has not voted in favor of the Merger nor consented thereto in writing and who is entitled to demand and has properly and validly
exercised his, her or its statutory rights of appraisal in respect of such share in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “ DGCL ”, and such shares, “ Dissenting
Company Shares ”) will not be converted into, or represent the right to receive, the Per Share Price, and will instead be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions
of Section 262 of the DGCL. All Dissenting Company Shares held or beneficially owned by stockholders or beneficial owners who fail to perfect or who effectively withdraw, waive or lose their rights to appraisal of such Dissenting Company Shares
pursuant to Section 262 of the DGCL will be deemed to be converted into, and to become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon.
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The board of directors of the Company (the “ Company Board ”) established a
special committee consisting only of directors that the Company Board determined to each be a “disinterested director” (as defined in Section 144 of the DGCL) with respect to the transactions contemplated by the Merger Agreement
(the “ Special Committee ”) to, among other things, review and evaluate the transactions contemplated by the Merger Agreement, negotiate the Merger Agreement and recommend the Merger Agreement for approval by the Company Board or
reject any proposals made by LGP or any of its affiliates or affiliated funds and alternatives thereto.
The Special Committee unanimously
(i) determined that the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement (the “ Transactions ”), including the Merger, are (a) fair to and in the best interests of the Unaffiliated
Company Stockholders (which is defined as the stockholders of the Company, other than the Principal Stockholders and the executive officers of the Company) and (b) substantively and procedurally fair to the unaffiliated security holders (as
defined in Rule 13e-3 of the Exchange Act); and (ii) recommended that the Company Board (a) determine that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to
and in the best interests of the Company’s stockholders (in their capacity as such), (b) determine that it is in the best interests of the Company’s stockholders (in their capacity as such), and declare it advisable, to enter into the
Merger Agreement and the other agreements, certificates, instruments or other documents entered into in connection with the Merger Agreement (the “ Transaction Documents ”) to which the Company is a party, (c) approve the
execution and delivery by the Company of the Merger Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger
upon the terms and subject to the conditions set forth in the Merger Agreement, (d) recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL, upon the terms and subject to the conditions of the
Merger Agreement, and (e) direct that the Merger Agreement be submitted to the Company’s stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement (the recommendations described in clause (ii),
the “ Special Committee Recommendation ”).
The Company Board, acting upon the Special Committee Recommendation at a
meeting attended by each member of the Company Board other than the directors affiliated with LGP, by unanimous vote of all directors in attendance, (i) determined that the terms of the Merger Agreement and the Transactions, including the
Merger, are (a) fair to and in the best interests of the Company’s stockholders (in their capacity as such) and (b) substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 of the Exchange Act), (ii) determined that it is in the best interests of the Company’s stockholders (in their capacity as such), and declared it advisable, to enter into the Merger Agreement and the
other Transaction Documents to which the Company is a party, (iii) approved the execution and delivery by the Company of the Merger Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of
its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein, (iv) recommended that the Company’s stockholders adopt the Merger Agreement in accordance
with the DGCL, upon the terms and subject to the conditions of the Merger Agreement, and (v) directed that the Merger Agreement be submitted to the Company’s stockholders for their adoption upon the terms and subject to the conditions of
the Merger Agreement.
Immediately prior to the execution and delivery of the Merger Agreement, the Principal Stockholders, all of which
are affiliates and/or affiliated funds of LGP and who as of the record date for determining the stockholders of the Company entitled to consent to the adoption of the Merger Agreement collectively held approximately 67% of the then-outstanding
Company Common Stock, executed and delivered to the Company a written consent (the “ Written Consent ”). The Written Consent approved and adopted the Merger Agreement in accordance with the DGCL and became effective immediately
following the execution of the Merger Agreement. No further approval of the Company’s stockholders is required to adopt the Merger Agreement or consummate the Merger.
If the Merger is consummated, the Company Common Stock will be delisted from The Nasdaq Stock Market LLC and deregistered under the Securities
Exchange Act of 1934, as amended.
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Neither the Company, on the one hand, nor Parent or Merger Sub, on the other hand, are
required to consummate the Merger prior to April 20, 2026. Consummation of the Merger is subject to certain conditions set forth in the Merger Agreement, including (i) the adoption of the Merger Agreement by the affirmative vote of the
holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL (which has been received through the Written Consent), (ii) the mailing of the Information Statement to the Company’s
stockholders at least twenty (20) calendar days prior to the consummation of the Merger (the “ Closing ”), (iii) the expiration or termination of any waiting periods (and any extensions thereof) applicable to the consummation
of the Merger pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of any clearance or other affirmative approvals applicable to the Merger under antitrust laws or foreign investment laws under certain specified
jurisdictions and the expiration or termination of any mandatory waiting period related thereto; (iv) the absence of any law or order issued by a governmental authority of competent jurisdiction that prohibits, makes illegal or enjoins the
consummation of the Merger; (v) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement, subject to specified materiality qualifications; (vi) the parties’ performance of and
compliance with their respective pre-Closing covenants and obligations in the Merger Agreement in all material respects; and (vii) the delivery by each party to the other party of a certificate certifying
compliance with the conditions described in clauses (v) and (vi).
Concurrently with the execution and the delivery of the Merger
Agreement, Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P. (collectively, the “ Guarantors ”) each provided a limited guarantee in favor of the Company (the “ Guaranty ”), pursuant to which,
subject to the terms and conditions contained therein, each Guarantor has guaranteed, severally and not jointly, the due and punctual payment, performance and discharge of such Guarantor’s applicable percentage of the payment obligations of
Parent and Merger Sub with respect to (i) the Parent Termination Fee (as defined in the Merger Agreement), (ii) any filing fees paid to any Governmental Authority by the Company under any Antitrust Law or FDI Law (each as defined in the Merger
Agreement) and (iii) certain reimbursement obligations for out-of-pocket costs and expenses of the Company and interest accrued thereon; provided that the
Guarantors’ aggregate liability under the Guaranty will not exceed $51,750,000, plus any amounts owed pursuant to the foregoing clauses (ii) and (iii), and, in each case, subject to and in accordance with the terms of the Guaranty and the
Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement, the Principal Stockholders, the Company and
Parent entered into a support agreement (the “ Support Agreement ”) pursuant to which, among other things, each Principal Stockholder has agreed (i) to deliver a duly executed written consent approving and adopting any
Specified Superior Proposal (as defined in the Merger Agreement) and (ii) that if a Parent Termination Fee is paid to the Company, then the Company may pay a dividend on each share of Company Common Stock in an aggregate amount (after taking
account of the waiver mentioned below) equal to the Parent Termination Fee, and each Principal Stockholder waives its right to receive such dividend.
The Support Agreement includes certain restrictions on the transfer of shares of Company Common Stock prior to the termination of the Support
Agreement, as well as covenants regarding voting, waiver of right to appraisal, and public statements. The Support Agreement will terminate upon the earliest of (i) the mutual written agreement of the parties, (ii) the Effective Time, and
(iii) the termination of the Merger Agreement in accordance with its terms, with certain obligations surviving the termination of the Support Agreement in certain circumstances, as described in the Support Agreement.
Concurrently with the execution and delivery of the Merger Agreement, the Principal Stockholders entered into a rollover agreement with Parent
(the “ Principal Stockholder Rollover Agreement ”) pursuant to which, among other things, each of the Principal Stockholders will, immediately prior to the consummation of the Merger, contribute to Parent all shares of Company
Common Stock held by such Principal Stockholder in exchange for equity interests of Parent.
Parent has had preliminary discussions with
certain executives of the Company regarding the opportunity to enter into a rollover agreement (each, a “ Management Rollover Agreement ”) pursuant to which, among other things,
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each executive of the Company who executes a Management Rollover Agreement will acquire direct or indirect equity interests of Parent, which may be effected by, among other actions, such
executive contributing to Parent, immediately prior to and contingent upon the Closing, a number of shares of Company Common Stock as specified therein in exchange for direct or indirect equity interests of Parent. As of the date hereof, no
Management Rollover Agreements have been executed or finalized and, accordingly, the actual terms of the Management Rollover Agreements, if any are executed, may differ from those described in the Information Statement. The Closing is not
conditioned upon the execution of any Management Rollover Agreements.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Information Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by
the information contained in the Information Statement. 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.
All
information concerning the Company and Borrower contained in, or incorporated by reference into, this Transaction Statement and the Information Statement was supplied by the Company. Similarly, all information concerning each other Filing Person
contained in, or incorporated by reference into, this Transaction Statement and the Information Statement was supplied by such Filing Person.
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ITEM 1.
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SUMMARY TERM SHEET
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The information set forth in the Information Statement under the following captions is incorporated herein by reference:
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“Summary Term Sheet”
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“Questions and Answers About the Merger”
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ITEM 2.
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SUBJECT COMPANY INFORMATION
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(a)
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Name and Address. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
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“Summary Term Sheet—The Parties Involved in the Merger—The Company”
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“The Parties Involved in the Merger—The Company”
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“Where You Can Find More Information”
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(b)
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Securities. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
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“Other Important Information Regarding the Company—Market Prices of the Company Common Stock and
Dividends”
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“Other Important Information Regarding the Company—Security Ownership of Company Common
Stock”
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“Where You Can Find More Information”
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(c)
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Trading Market and Price. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
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“Summary Term Sheet—Market Prices of the Company Common Stock and Dividends”
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“Other Important Information Regarding the Company—Market Prices of the Company Common Stock and
Dividends”
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“Where You Can Find More Information”
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(d)
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Dividends. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
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“Summary Term Sheet—Market Prices of the Company Common Stock and Dividends”
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“The Merger Agreement—Conduct of Business Pending the Merger”
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“Other Important Information Regarding the Company—Market Prices of the Company Common Stock and
Dividends”
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“Where You Can Find More Information”
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(e)
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Prior Public Offerings. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
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“Other Important Information Regarding the Company—Prior Public Offerings”
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(f)
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Prior Stock Purchases. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
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“Other Important Information Regarding the Company—Certain Transactions in the Company Common
Stock”
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ITEM 3.
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IDENTITY AND BACKGROUND OF FILING PERSON
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(a)
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Name and Address. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
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“Summary Term Sheet—The Parties Involved in the Merger”
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“The Parties Involved in the Merger”
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“Other Important Information Regarding the Company—Identity and Background of the Company and
Borrower”
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“Other Important Information Regarding the Company—Directors and Executive Officers of the
Company”
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“Other Important Information Regarding the Company—Director and Executive Officers of
Borrower”
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“Other Important Information Regarding the LGP Filing Persons”
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“Where You Can Find More Information”
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(b)
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Business and Background of Entities. The information set forth in the Information Statement under the
following captions is incorporated herein by reference:
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“Summary Term Sheet—The Parties Involved in the Merger”
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“The Parties Involved in the Merger”
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“Other Important Information Regarding the Company”
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“Other Important Information Regarding the LGP Filing Persons”
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“Where You Can Find More Information”
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(c)
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Business and Background of Natural Persons. The information set forth in the Information Statement under the
following captions is incorporated herein by reference:
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“Summary Term Sheet—The Parties Involved in the Merger”
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“Other Important Information Regarding the Company—Directors and Executive Officers of the
Company”
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“Other Important Information Regarding the Company—Director and Executive Officers of
Borrower”
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“Other Important Information Regarding the LGP Filing Persons”
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“Where You Can Find More Information”
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ITEM 4.
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TERMS OF THE TRANSACTION
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(a)-(1)
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Material Terms—Tender Offers. Not applicable.
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(a)-(2)
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Material Terms—Merger or Similar Transactions. The information set forth in the Information Statement
under the following captions is incorporated herein by reference:
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“Summary Term Sheet”
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“Questions and Answers About the Merger”
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“Special Factors”
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“The Merger Agreement”
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“The Support Agreement”
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“The Rollover Agreements”
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“Annex A—Merger Agreement”
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“Annex D—Support Agreement”
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“Annex E—Principal Stockholder Rollover Agreement”
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(c)
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Different Terms. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
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“Summary Term Sheet”
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“Questions and Answers About the Merger”
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“Special Factors—Effects of the Merger on the Company”
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“Special Factors—Effects of the Merger for the LGP Filing Persons”
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“Special Factors—Benefits of the Merger for the Unaffiliated Company Stockholders”
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“Special Factors—Detriments of the Merger to the Unaffiliated Company Stockholders”
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“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
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“The Merger Agreement—Merger Consideration”
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“The Merger Agreement—Treatment of Company Equity Awards”
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“The Merger Agreement—Exchange and Payment Procedures”
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“The Merger Agreement—Employee Matters”
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“The Merger Agreement—Indemnification and Insurance”
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“The Support Agreement”
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“The Rollover Agreements”
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“The Guaranty”
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“Annex A—Merger Agreement”
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“Annex D—Support Agreement”
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“Annex E—Principal Stockholder Rollover Agreement”
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Guaranty, dated February 17, 2026, by Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P. in favor
of Mister Car Wash, Inc., attached hereto as Exhibit (b)(2), is incorporated herein by reference
(d)
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Appraisal Rights. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
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“Summary Term Sheet—Appraisal Rights”
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“Questions and Answers About the Merger”
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“The Merger Agreement—Dissenting Shares”
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“Appraisal Rights”
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Section 262 of the Delaware General Corporation Law, attached hereto as Exhibit (f), is incorporated herein by reference.
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(e)
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Provisions for Unaffiliated Security Holders. The information set forth in the Information Statement under
the following captions is incorporated herein by reference:
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“Special Factors—Benefits of the Merger for the Unaffiliated Company Stockholders”
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“Special Factors—Detriments of the Merger to the Unaffiliated Company Stockholders”
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“Provisions for Unaffiliated Stockholders”
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(f)
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Eligibility for Listing or Trading. Not applicable.
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ITEM 5.
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
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(a)
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Transactions. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
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“Summary Term Sheet”
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“Special Factors—Background of the Merger”
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“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
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“The Merger Agreement”
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“The Support Agreement”
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“The Rollover Agreements”
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“The Guaranty”
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“Other Important Information Regarding the Company—Certain Transactions in the Company Common
Stock”
|
|
|
|
“Other Important Information Regarding the LGP Filing Persons—Past Contacts, Transactions,
Negotiations and Agreements with the Company”
|
|
|
|
“Where You Can Find More Information”
|
|
|
|
“Annex A—Merger Agreement”
|
|
|
|
“Annex D—Support Agreement”
|
|
|
|
“Annex E—Principal Stockholder Rollover Agreement”
|
(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 Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
8
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“The Merger Agreement”
|
|
|
|
“The Support Agreement”
|
|
|
|
“The Rollover Agreements”
|
|
|
|
“Other Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and
Agreements”
|
|
|
|
“Other Important Information Regarding the LGP Filing Persons—Past Contacts, Transactions,
Negotiations and Agreements with the Company”
|
|
|
|
“Annex A—Merger Agreement”
|
|
|
|
“Annex D—Support Agreement”
|
|
|
|
“Annex E—Principal Stockholder Rollover Agreement”
|
Guaranty, dated February 17, 2026, by Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P. in favor
of Mister Car Wash, Inc., attached hereto as Exhibit (b)(2), is incorporated herein by reference
(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 Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Financing of the Merger”
|
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“Special Factors—Delisting and Deregistration of the Company Common Stock”
|
|
|
|
“The Merger Agreement”
|
|
|
|
“The Support Agreement”
|
|
|
|
“The Rollover Agreements”
|
|
|
|
“Other Important Information Regarding the Company—Prior Public Offerings”
|
|
|
|
“Other Important Information Regarding the Company—Certain Transactions in the Company Common
Stock”
|
|
|
|
“Other Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and
Agreements—Stockholders Agreement”
|
|
|
|
“Other Important Information Regarding the LGP Filing Persons—Past Contacts, Transactions,
Negotiations and Agreements with the Company”
|
|
|
|
“Annex A—Merger Agreement”
|
|
|
|
“Annex D—Support Agreement”
|
|
|
|
“Annex E—Principal Stockholder Rollover Agreement”
|
9
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 Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
|
“Special Factors—Effects of the Merger for the LGP Filing Persons”
|
|
|
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
|
|
|
“Special Factors—Delisting and Deregistration of the Company Common Stock”
|
|
|
|
“The Merger Agreement—Effect of the Merger”
|
|
|
|
“The Merger Agreement—Merger Consideration”
|
|
|
|
“The Merger Agreement—Treatment of Company Equity Awards”
|
|
|
|
“The Merger Agreement—Exchange and Payment Procedures”
|
|
|
|
“The Support Agreement”
|
|
|
|
“The Rollover Agreements”
|
|
|
|
“Other Important Information Regarding the Company—Market Prices of the Company Common Stock and
Dividends”
|
|
|
|
“Where You Can Find More Information”
|
|
|
|
“Annex A—Merger Agreement”
|
|
|
|
“Annex D—Support Agreement”
|
|
|
|
“Annex E—Principal Stockholder Rollover Agreement”
|
(c)(1)-(8)
|
Plans. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
|
“Special Factors—Effects of the Merger for the LGP Filing Persons”
|
|
|
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
10
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“Special Factors—Financing of the Merger”
|
|
|
|
“Special Factors—Delisting and Deregistration of the Company Common Stock”
|
|
|
|
“The Merger Agreement”
|
|
|
|
“The Support Agreement”
|
|
|
|
“The Rollover Agreements”
|
|
|
|
“Other Important Information Regarding the Company—Market Prices of the Company Common Stock and
Dividends”
|
|
|
|
“Annex A—Merger Agreement”
|
|
|
|
“Annex D—Support Agreement”
|
|
|
|
“Annex E—Principal Stockholder Rollover 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 Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
|
“Special Factors—Benefits of the Merger for the Unaffiliated Company Stockholders”
|
|
|
|
“Special Factors—Detriments of the Merger to the Unaffiliated Company Stockholders”
|
|
|
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
(b)
|
Alternatives. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Effects on the Company if the Merger is Not Completed”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
11
|
|
|
“Special Factors—Alternatives to the Merger”
|
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—Centerview”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—BofA
Securities”
|
|
|
|
“Annex B—Opinion of Centerview Partners”
|
|
|
|
“Annex C—Opinion of BofA Securities”
|
(c)
|
Reasons. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
|
“Special Factors—Effects of the Merger for the LGP Filing Persons”
|
|
|
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Alternatives to the Merger”
|
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—Centerview”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—BofA
Securities”
|
|
|
|
“Annex B—Opinion of Centerview Partners”
|
|
|
|
“Annex C—Opinion of BofA Securities”
|
(d)
|
Effects. The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
|
“Special Factors—Effects on the Company if the Merger is Not Completed”
|
|
|
|
“Special Factors—Effects of the Merger for the LGP Filing Persons”
|
|
|
|
“Special Factors—Benefits of the Merger for the Unaffiliated Company Stockholders”
|
|
|
|
“Special Factors—Detriments of the Merger to the Unaffiliated Company Stockholders”
|
|
|
|
“Special Factors—Plans for the Company after the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
12
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“Special Factors—Financing of the Merger”
|
|
|
|
“Special Factors—Expenses Incurred or Expected to be Incurred in Connection with the Merger”
|
|
|
|
“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”
|
|
|
|
“Special Factors—Delisting and Deregistration of the Company Common Stock”
|
|
|
|
“The Merger Agreement—Effect of the Merger”
|
|
|
|
“The Merger Agreement—Merger Consideration”
|
|
|
|
“The Merger Agreement—Treatment of Company Equity Awards”
|
|
|
|
“The Merger Agreement—Employee Matters”
|
|
|
|
“The Merger Agreement—Indemnification and Insurance”
|
|
|
|
“The Support Agreement”
|
|
|
|
“The Rollover Agreements”
|
|
|
|
“Appraisal Rights”
|
|
|
|
“Other Important Information Regarding the Company—Book Value Per Share”
|
|
|
|
“Annex A—Merger Agreement”
|
|
|
|
“Annex D—Support Agreement”
|
|
|
|
“Annex E—Principal Stockholder Rollover Agreement”
|
Section 262 of the Delaware General Corporation Law, attached hereto as Exhibit (f), is incorporated herein by reference.
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 Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
13
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—Centerview”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—BofA
Securities”
|
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“Annex B—Opinion of Centerview Partners”
|
|
|
|
“Annex C—Opinion of BofA Securities”
|
(c)
|
Approval of Security Holders. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Required Stockholder Approval for the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
|
|
|
“The Merger Agreement—Conditions to the Closing of the Merger”
|
|
|
|
“Annex A—Merger Agreement”
|
(d)
|
Unaffiliated Representative. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—Centerview”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—BofA
Securities”
|
|
|
|
“Annex B—Opinion of Centerview Partners”
|
|
|
|
“Annex C—Opinion of BofA Securities”
|
(e)
|
Approval of Directors. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
14
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
(f)
|
Other Offers. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Alternatives to the Merger”
|
|
|
|
“Special Factors—The LGP Filing Persons’ Purposes and Reasons for the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
|
|
|
“The Merger Agreement”
|
|
|
|
“Other Important Information Regarding the Company—Past Contacts, Transactions, Negotiations and
Agreements”
|
|
|
|
“Annex A—Merger Agreement”
|
ITEM 9.
|
REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
|
(a)-(b)
|
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set
forth in the Information Statement under the following captions is incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Position of the LGP Filing Persons as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—Centerview”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—BofA
Securities”
|
|
|
|
“Special Factors—Certain Unaudited Financial Projections”
|
|
|
|
“Annex B—Opinion of Centerview Partners”
|
|
|
|
“Annex C—Opinion of BofA Securities”
|
The discussion materials prepared by Centerview Partners LLC and BofA Securities, Inc. for the Special Committee, attached
hereto as Exhibits (c)(3) through (c)(7), are incorporated herein by reference.
15
(c)
|
Availability of Documents. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
|
|
|
|
“Where You Can Find More Information”
|
|
|
|
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and
copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or his, her or its representative who has been so designated in writing.
|
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 Term Sheet”
|
|
|
|
“Special Factors—Financing of the Merger”
|
|
|
|
“The Merger Agreement”
|
|
|
|
“The Rollover Agreements”
|
|
|
|
“The Guaranty”
|
|
|
|
“Annex A—Merger Agreement”
|
|
|
|
“Annex E—Principal Stockholder Rollover Agreement”
|
Second Amended and Restated Commitment Letter, dated March 13, 2026, by and between Jefferies Finance LLC; Deutsche Bank
Securities Inc.; Deutsche Bank AG New York Branch; U.S. Bank National Association; Truist Securities, Inc.; Natixis, New York Branch; Fifth Third Bank, National Association; Bank of Montreal; BMO Capital Markets Corp.; Citizens Bank, N.A.; Banco
Santander, S.A., New York Branch; and MCW Parent, LP, attached hereto as Exhibit (b)(1), is incorporated herein by reference
Guaranty, dated February 17, 2026, by Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P. in favor
of Mister Car Wash, Inc., attached hereto as Exhibit (b)(2), is incorporated herein by reference
(c)
|
Expenses. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Special Factors—Expenses Incurred or Expected to be Incurred in Connection with the Merger”
|
|
|
|
“The Merger Agreement—Company Termination Fee”
|
|
|
|
“The Merger Agreement—Parent Termination Fee”
|
|
|
|
“The Merger Agreement—Fees and Expenses”
|
(d)
|
Borrowed Funds. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Special Factors—Financing of the Merger”
|
Second Amended and Restated Commitment Letter, dated March 13, 2026, by and between Jefferies Finance LLC; Deutsche Bank
Securities Inc.; Deutsche Bank AG New York Branch; U.S. Bank National Association; Truist Securities, Inc.; Natixis, New York Branch; Fifth Third Bank, National Association; Bank of Montreal; BMO Capital Markets Corp.; Citizens Bank, N.A.; Banco
Santander, S.A., New York Branch; and MCW Parent, LP, attached hereto as Exhibit (b)(1), is incorporated herein by reference
16
ITEM 11.
|
INTEREST IN SECURITIES OF THE SUBJECT COMPANY
|
(a)
|
Securities Ownership. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
|
|
|
|
“Summary Term Sheet”
|
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“Other Important Information Regarding the Company—Security Ownership of Company Common
Stock”
|
|
|
|
“Other Important Information Regarding the Company—Certain Transactions in the Company Common
Stock”
|
|
|
|
“Other Important Information Regarding the LGP Filing Persons”
|
(b)
|
Securities Transactions. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“The Rollover Agreements”
|
|
|
|
“Other Important Information Regarding the Company—Certain Transactions in the Company Common
Stock”
|
|
|
|
“Annex E—Principal Stockholder Rollover 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.
|
ITEM 13.
|
FINANCIAL STATEMENTS
|
(a)
|
Financial Information. The audited consolidated financial statements of the Company for the two years ended
December 31, 2025 and 2024 are incorporated herein by reference to the Company’s Form 10-K for the year ended December 31, 2025, originally filed on February 27, 2026 (see “Item
8. Financial Statements and Supplementary Data” beginning on page 36).
|
The information set forth
in the Information Statement under the following captions is incorporated herein by reference:
|
|
|
“Other Important Information Regarding the Company—Selected Historical Financial
Information”
|
|
|
|
“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 Term Sheet”
|
|
|
|
“Questions and Answers About the Merger”
|
17
|
|
|
“Special Factors—Effects of the Merger on the Company”
|
|
|
|
“Special Factors—Effects of the Merger for the LGP Filing Persons”
|
|
|
|
“Special Factors—Background of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Special Committee; the Reasons for the Merger and the
Position of the Special Committee as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Recommendation of the Company Board; the Reasons for the Merger and the Position
of the Company as to the Fairness of the Merger”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—Centerview”
|
|
|
|
“Special Factors—Opinion of Financial Advisor to the Special Committee—BofA
Securities”
|
|
|
|
“Special Factors—Interests of the Company’s Directors and Executive Officers in the
Merger”
|
|
|
|
“Special Factors—Expenses Incurred or Expected to be Incurred in Connection with the Merger”
|
|
|
|
“Annex B—Opinion of Centerview Partners”
|
|
|
|
“Annex C—Opinion of BofA Securities”
|
The discussion materials prepared by Centerview Partners LLC and BofA Securities, Inc. for the Special Committee, attached
hereto as Exhibits (c)(3) through (c)(7), are incorporated herein by reference.
ITEM 15.
|
ADDITIONAL INFORMATION
|
(b)
|
Golden Parachute Disclosure. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
|
|
|
|
“Special Factors—Interests of the Company’s 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.
|
ITEM 16.
|
EXHIBITS
|
The following exhibits are filed herewith:
|
|
|
Exhibit No. |
|
Description |
|
|
(a)(1)
|
|
Preliminary Information Statement
of the Company, filed on April 3, 2026.
|
|
|
(b)(1)*
|
|
Second Amended and Restated Commitment Letter, dated March
13, 2026, by and between Jefferies Finance LLC; Deutsche Bank Securities Inc.; Deutsche Bank AG New York Branch; U.S. Bank National Association; Truist Securities, Inc.; Natixis, New York Branch; Fifth Third Bank, National Association; Bank of Montreal;
BMO Capital Markets Corp.; Citizens Bank, N.A.; Banco Santander, S.A., New York Branch; and MCW Parent, LP
|
|
|
(b)(2)*
|
|
Guaranty, dated February
17, 2026, by Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P. in favor of Mister Car Wash, Inc.
|
|
|
(c)(1)
|
|
Opinion of Centerview
Partners LLC, dated February 17, 2026, incorporated herein by reference to Annex B to the Information Statement.
|
|
|
(c)(2)
|
|
Opinion of BofA Securities,
Inc., dated February 17, 2026, incorporated herein by reference to Annex C to the Information Statement.
|
18
|
|
|
(c)(3)*
|
|
Fairness Opinion Presentation Materials prepared by Centerview Partners LLC, dated February 17,
2026, for the Special Committee of the Board of Directors of Mister Car Wash, Inc.
|
|
|
(c)(4)*
|
|
Discussion materials prepared by Centerview Partners LLC, dated January
16, 2026, for the Special Committee of the Board of Directors of Mister Car Wash, Inc.
|
|
|
(c)(5)*
|
|
Discussion materials prepared by Centerview Partners LLC and BofA Securities, Inc., dated January 9,
2026, for the Special Committee of the Board of Directors of Mister Car Wash, Inc.
|
|
|
(c)(6)*
|
|
Discussion materials prepared by BofA Securities, Inc., dated February
17, 2026, for the Special Committee of the Board of Directors of Mister Car Wash, Inc.
|
|
|
(c)(7)*
|
|
Discussion materials prepared by BofA Securities, Inc., dated January
16, 2026, for the Special Committee of the Board of Directors of Mister Car Wash, Inc.
|
|
|
(d)(1)
|
|
Agreement and Plan
of Merger, dated February 17, 2026, by and among Mister Car Wash, Inc., MCW Parent, LP, Boson Merger Sub, Inc., and Mister Car Wash Holdings, Inc., incorporated herein by reference to Annex A to the Information Statement.
|
|
|
(d)(2)
|
|
Support Agreement,
dated February 17, 2026, by and among Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC,
Mister Car Wash, Inc., and MCW Parent, LP, incorporated herein by reference to Annex D to the Information Statement.
|
|
|
(d)(3)
|
|
Principal Stockholder
Rollover Agreement, dated February 17, 2026, by and among MCW Parent, LP, Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC, incorporated herein by reference to Annex E to the Information Statement.
|
|
|
(d)(4)
|
|
Amended and Restated Shareholders
Agreement, dated June 29, 2021, among the Company and certain of its shareholders, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC
on July 2, 2021.
|
|
|
(f)*
|
|
Section 262 of the Delaware General Corporation Law
|
|
|
(g)
|
|
Not applicable.
|
|
|
107*
|
|
Filing Fee Table
|
|
Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request
for confidential treatment.
|
*
|
To be filed herewith
|
19
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: April 3, 2026
|
|
|
MISTER CAR WASH, INC.
|
|
|
By:
|
|
/s/ John Lai
|
|
|
Name: John Lai
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
MISTER CAR WASH HOLDINGS, INC.
|
|
|
By:
|
|
/s/ John Lai
|
|
|
Name: John Lai
|
|
|
Title: President
|
|
|
|
MCW PARENT, LP
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: President
|
|
|
|
BOSON MERGER SUB, INC.
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: President
|
|
|
|
GREEN EQUITY INVESTORS VI, L.P.
By: GEI Capital VI, LLC, its General Partner
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
|
|
|
GREEN EQUITY INVESTORS SIDE VI, L.P.
By: GEI Capital VI, LLC, its General Partner
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
|
|
|
LGP ASSOCIATES VI-A LLC
By: Peridot Coinvest Manager LLC, its Manager
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
20
|
|
|
LGP ASSOCIATES VI-B LLC
By: Peridot Coinvest Manager LLC, its Manager
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
|
|
|
GEI CAPITAL VI, LLC
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
|
|
|
PERIDOT COINVEST MANAGER LLC
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
|
|
|
LGP MANAGEMENT, INC.
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
|
|
|
LEONARD GREEN & PARTNERS, L.P.
By: LGP Management, Inc. its General Partner
|
|
|
By:
|
|
/s/ Jonathan Seiffer
|
|
|
Name: Jonathan Seiffer
|
|
|
Title: Senior Vice President
|
21
### EX-99.(B)(1) - EX-99.(B)(1)
EX-99.(B)(1)
2
d847314dex99b1.htm
EX-99.(B)(1)
EX-99.(b)(1)
Exhibit (b)(1)
Execution Version
|
|
|
|
|
JEFFERIES FINANCE LLC
520 Madison Avenue
New York, New
York 10022
|
|
DEUTSCHE BANK
SECURITIES INC.
DEUTSCHE
BANK AG NEW
YORK BRANCH
1 Columbus Circle
New York, New
York 10019
|
|
U.S. BANK NATIONAL
ASSOCIATION
214 N. Tryon
Street, 26th Floor
Charlotte, North Carolina 28202
|
|
|
|
TRUIST SECURITIES, INC.
740 Battery Ave SE
Atlanta, GA
30339
|
|
NATIXIS, NEW YORK
BRANCH
1251 Avenue of the
Americas
New York, New York 10020
|
|
FIFTH THIRD BANK,
NATIONAL ASSOCIATION
201
North Tyron Street
Charlotte, North Carolina 28202
|
|
|
|
BANK OF MONTREAL
BMO CAPITAL MARKETS
CORP.
151 West 42nd
Street
New York, New York 10036
|
|
CITIZENS BANK, N.A.
28 State Street
Boston, MA
02109
|
|
BANCO SANTANDER, S.A.,
NEW YORK BRANCH
437 Madison
Avenue
New York, New York 10022
|
Highly Confidential
March 13, 2026
MCW PARENT,
LP
c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard Suite 2000
Los Angeles, CA 90025
Attention:
Jonathan Seiffer and Taida Smailhodzic
Project Boson
$900.0 million Incremental Term Facility
Second Amended and Restated Commitment Letter
Ladies and Gentlemen:
Reference is made to (a) that certain commitment letter (the “ Original Commitment Letter ”) dated
February 17, 2026 (the “ Original Commitment Letter Date ”) by and between Jefferies Finance LLC (acting through such of its affiliates or branches as it deems appropriate, “ Jefferies ”) and you and
(b) that certain amended and restated commitment letter (the “ First A&R Commitment Letter ”) dated March 11, 2026 (the “ First A&R Commitment Letter Date ”) by and among Jefferies, U.S. Bank
National Association (“ U.S. Bank ”), Deutsche Bank Securities Inc. (“ DBSI ”) and Deutsche Bank AG New York Branch (“ Deutsche Bank ” and, collectively, together with DBSI,
“ DB ”), Fifth Third Bank, National Association (“ Fifth Third ”), Bank of Montreal (“ Bank of Montreal ”) and BMO Capital Markets Corp. (“ BMOCM ” and, together with Bank of
Montreal, “ BMO ”), Banco Santander, S.A., New York Branch (“ Santander ”), and you. The First A&R Commitment Letter is hereby amended and restated in its entirety by this Commitment Letter, and the First
A&R Commitment Letter shall be superseded in its entirety and
of no further force and effect upon the effectiveness of this Commitment Letter; provided that (i) Jefferies shall be entitled to the benefits of Section 7 hereof as if it were
in effect as of the Original Commitment Letter Date and (ii) the Commitment Parties party to the First A&R Commitment Letter shall be entitled to the benefits of Section 7 as if it were in effect as of the First A&R Commitment
Letter Date.
You have advised Jefferies, DB, U.S. Bank, Truist Securities, Inc. (“ Truist ”), Natixis,
New York Branch (“ Natixis ”), Fifth Third, BMO, Citizens Bank, N.A. (“ Citizens ”) and Santander (together with Jefferies, DB, U.S. Bank, Truist, Natixis, Fifth Third, BMO and Citizens, “ we ”,
“ us ” or the “ Commitment Parties ” and each, a “ Commitment Party ”) that MCW Parent, LP, a Delaware limited partnership (“ you ” or the “ Buyer ”), formed at the
direction of Leonard Green & Partners, L.P., and/or its affiliates (collectively, and together with any investment funds controlled or advised by the foregoing entities, the “ Sponsor ”), intends, directly or indirectly, to
acquire certain outstanding equity interests in a business previously identified to us and code-named “Project Boson” (the “ Company ” or the “ Target ”; the Target and its subsidiaries, collectively,
the “ Acquired Business ”) and to consummate the other transactions described in Exhibit A hereto, including the merger of Boson Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), with and into the
Target, with the Target surviving such merger as a wholly-owned direct subsidiary of the Buyer. Capitalized terms used but not defined herein have the meanings assigned to them in the Exhibits and other attachments hereto.
1.
|
Commitments .
|
In connection with the Transactions, each Commitment Party commits to provide that amount of the Incremental Term Facility set
forth opposite its name on Schedule I (the “ Commitment Schedule ”) to this Commitment Letter (each Commitment Party providing such a commitment, an “ Initial Lender ”).
The Incremental Term Facility will have the terms set forth on the Term Sheet attached to this Commitment Letter, and the
commitments of each Initial Lender are subject only to the satisfaction or waiver by the Lead Arrangers of the Financing Conditions. The commitments of the Commitment Parties with respect to the Incremental Term Facility shall be on a several, and
not joint and several, basis. This second amended and restated commitment letter, together with the Term Sheet and the other attachments hereto and thereto, is referred to herein as this “ Commitment Letter ”. This Commitment Letter
and the Fee Letter are collectively referred to herein as the “ Commitment Papers ”.
2.
|
Titles and Roles .
|
In connection with the Transactions, each Commitment Party (acting alone or through or with affiliates selected by it) will act
with and have the title(s) and in the role(s) set forth opposite its name with respect to the Incremental Term Facility on the Commitment Schedule. Each Commitment Party identified on the Commitment Schedule as the “Left Lead Arranger”
or a “Lead Arranger” for the Incremental Term Facility is referred to in the Commitment Papers as a “ Lead Arranger ” and, collectively, as the “ Lead Arrangers ”.
3.
|
Syndication .
|
The Lead Arrangers for the Incremental Term Facility reserve the right, prior to or after the execution of the Facility
Documentation, to syndicate all or a portion of the commitments with respect to the Incremental Term Facility to a group of banks, financial institutions and other institutional lenders that are identified by such Lead Arrangers and subject to your
prior written consent, such consent not to be unreasonably withheld or delayed; provided that investment objectives, history of any proposed lenders or their affiliates and/or general strategic efforts, including relating to investment
banking relationships, shall be a reasonable basis for you to withhold consent (together with the Initial Lenders, the “ Lenders ”). The Lead Arrangers will syndicate the Incremental Term Facility to those banks, financial
institutions, other institutional lenders and other persons identified by you in writing that agree to join the syndicate (collectively, the “ Relationship Lenders ”). The Lead Arrangers will not syndicate to the following entities
(collectively, the “ Disqualified Lenders ”):
2
Project Boson – Incremental Term Facility Commitment Letter
|
(a)
|
those entities identified by you or the Sponsor or on your behalf in writing, from time to time, as
competitors (or affiliates of competitors) of the Acquired Business;
|
|
(b)
|
(i) any persons that are engaged as principals primarily in private equity, mezzanine financing or venture
capital (other than bona fide debt fund affiliates of the Commitment Parties) identified in writing by or on behalf of you or the Sponsor to the Left Lead Arranger on or prior to the First A&R Commitment Letter Date and (ii) those
banks, financial institutions, other institutional lenders and other persons identified in writing by or on behalf of you or the Sponsor to the Left Lead Arranger on or prior to the First A&R Commitment Letter Date; and
|
|
(c)
|
any person that is (or becomes) an affiliate of the entities described in the preceding clauses (a) and
(b) (other than, with respect to clause (a), any bona fide debt fund affiliates thereof (except to the extent separately identified under clause (a) or (b) above)); provided that such person is either reasonably identifiable as an
affiliate on the basis of its name or is identified in writing to us, a Lead Arranger or an Administrative Agent by or on behalf of you or the Sponsor.
|
No Disqualified Lender may become a Lender or have any commitment or right (including a participation right) with respect to
the Incremental Term Facility. To the extent persons are identified as Disqualified Lenders in writing by you after the First A&R Commitment Letter Date pursuant to clauses (a) or (c) above (or otherwise become a Disqualified Lender after
the date of this Commitment Letter), the inclusion of such persons as Disqualified Lenders (or such person becoming a Disqualified Lender) shall not retroactively invalidate prior assignments or participations to such person that were made in
compliance with applicable assignment or participation provisions; provided that the Borrower shall have the benefit of the yank-a-bank provisions in the Existing
Credit Agreement with respect to such persons.
Notwithstanding the Lead Arrangers’ right to syndicate the
Incremental Term Facility and receive commitments with respect thereto,
(i) no Initial Lender will be relieved, released
or novated from its obligations under the Commitment Papers in connection with any syndication, assignment or participation of the Incremental Term Facility, including its commitments and obligations to fund the Incremental Term Facility, until
after the funding of the Incremental Term Facility has occurred;
(ii) no assignment or novation will become effective (as
between you and the Initial Lenders) with respect to all or any portion of an Initial Lender’s commitments in respect of the Incremental Term Facility until the funding of the Incremental Term Facility has occurred, and
(iii) unless you otherwise expressly agree in writing, the Initial Lenders will retain exclusive control over all rights and
obligations with respect to their commitments in respect of the Incremental Term Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the funding under the Incremental Term Facility has
occurred.
3
Project Boson – Incremental Term Facility Commitment Letter
Each Lead Arranger intends to commence syndication efforts promptly upon the
execution of this Commitment Letter and, as part of its syndication efforts, it is such Lead Arranger’s intent to have Lenders commit to the Incremental Term Facility prior to the Closing Date. You agree to use your commercially reasonable
efforts to assist the Lead Arrangers in completing a Successful Syndication (as defined in the Fee Letter) until the date that is the earlier of (a) the date that is 30 days after the Closing Date and (b) the date on which a Successful
Syndication with respect to the Incremental Term Facility is achieved (such earlier date, the “ Syndication Date ”). Such assistance shall be limited to the following, upon request:
|
(i)
|
your using your commercially reasonable efforts to ensure that any syndication efforts benefit from the
Sponsor’s existing lending and investment banking relationships and to the extent practical and appropriate and not in contravention of the Acquisition Agreement, the existing lending and investment banking relationships of the Acquired
Business;
|
|
(ii)
|
your using your commercially reasonable efforts to arrange for direct contact with senior management of the
Acquired Business to the extent practical and appropriate and not in contravention of the Acquisition Agreement and the proposed Lenders at times and locations to be mutually agreed upon;
|
|
(iii)
|
your assistance (and, to the extent practical and appropriate and not in contravention of the Acquisition
Agreement, your using your commercially reasonable efforts to cause the Acquired Business to assist) in the preparation of a customary confidential information memorandum (the “ Confidential Information Memorandum ”) for the
Incremental Term Facility and other customary marketing materials to be used in connection with the syndication of the Incremental Term Facility; provided that (A) the Confidential Information Memorandum and such marketing material will
be in a form consistent with confidential offering memoranda and marketing material used in recent similar transactions of portfolio companies of the Sponsor, (B) such assistance shall require you to use commercially reasonable efforts to
deliver only such information as is customarily delivered by a borrower in debt facilities such as the Incremental Term Facility and (C) such assistance shall not require delivery of any information customarily provided by a financing source in
the preparation of such Confidential Information Memorandum;
|
|
(iv)
|
your using your commercially reasonable efforts to procure or reaffirm, as applicable, prior to the launch
of the general syndication of the Incremental Term Facility, a public corporate credit rating (but no specific rating) and a public corporate family rating (but no specific rating), as the case may be, for the Acquired Business and public ratings
(but no specific rating) for the Incremental Term Facility from each of Standard & Poor’s Ratings Services and Moody’s Investors Services, Inc.; and
|
|
(v)
|
the hosting, with the Lead Arrangers, of one meeting (or, if reasonably acceptable to you and the Lead
Arrangers, one or more telephone, video or other electronic conference) of prospective Lenders at a time and location to be mutually agreed upon.
|
Until the Syndication Date,
|
(A)
|
to the extent practical and appropriate and not in contravention of the Acquisition Agreement, you agree to
use your commercially reasonable efforts to ensure that there will not be any such competing issues or facilities of the Acquired Business being offered, placed or arranged that would materially impair the primary syndication of the Incremental Term
Facility prior to the Syndication Date (it being agreed that this clause (A) will not apply to any indebtedness (1) under the Incremental Term Facility or any revolving credit facility, (2) permitted to be incurred prior to the
Closing Date, or remain outstanding on or after the Closing Date, pursuant to the terms of the Acquisition Agreement, (3) in respect
|
4
Project Boson – Incremental Term Facility Commitment Letter
of which a fee is payable pursuant to the Fee Letter or (4) the offering, placement or arrangement of which has been agreed to by us) and it being understood that the Acquired Business’s
ordinary course debt (including ordinary course draws on, commitment increases under and/or amendments or other modifications to, any revolving facility), short-term working capital facilities and ordinary course capital leases, purchase money and
equipment financings will not materially impair the primary syndication of the Incremental Term Facility; and
|
(B)
|
you agree to provide (and, to the extent practical and appropriate and not in contravention of the
Acquisition Agreement, to use your commercially reasonable efforts to cause the Acquired Business to provide) to the Lead Arrangers all customary information reasonably available to you with respect to the Acquired Business and the Transactions,
including projections of the type customarily included in a “private side” bank book (such projections, together with financial estimates, forecasts and other forward-looking information, the “ Projections ”), as the
Lead Arrangers may reasonably request in connection with the syndication of the Incremental Term Facility; provided that (i) all such information will be in a form consistent with confidential offering memoranda and marketing material
used in recent transactions of portfolio companies of the Sponsor, (ii) such information will include only information that is customarily delivered by a borrower in debt facilities such as the Incremental Term Facility and (iii) such
information shall not include any information that is customarily provided by a financing source in the preparation of the Confidential Information Memorandum or related marketing materials.
|
For the avoidance of doubt, you will not be required to provide (or to cause any person to provide) (i) any information
not reasonably available to you with respect to the Acquired Business under your current reporting systems or under the current reporting systems of the Acquired Business or financial information you or the Acquired Business do not maintain in the
ordinary course of business or (ii) any trade secrets or information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon, or waive any privilege that may be
asserted by, you, the Acquired Business or any of your or its respective affiliates; provided that, in the event that you do not provide information in reliance on this sentence, you shall provide notice to the Lead Arrangers promptly upon
obtaining knowledge that such information is being withheld, and you shall use your commercially reasonable efforts to (x) obtain a waiver of such confidentiality obligation and (y) communicate, to the extent both feasible and permitted
under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, the applicable information.
Neither the commencement nor the completion of any syndication of the Incremental Term Facility (including the Successful
Syndication), nor the receipt (or reaffirmation) of the ratings described above, nor compliance with the foregoing provisions of this Section 3, will constitute a condition to the commitments of the Initial Lenders hereunder. We acknowledge
that neither the Acquired Business nor its affiliates has agreed to be restricted from incurring debt or liens prior to the date or time that the Acquisition is required to be consummated pursuant to the terms of the Acquisition Agreement (the
“ Acquisition Date ”), except as specifically set forth in the Acquisition Agreement, and that prior to the Acquisition Date, the Acquired Business is obligated to assist with respect to the Incremental Term Facility and any other
financing for the Transactions only to the extent set forth in the Acquisition Agreement. The extent of such restrictions and assistance (as set forth in the Acquisition Agreement) is acceptable to us. Your obligations under the Commitment Papers to
use “commercially reasonable efforts” (a) to take any action shall not require you or any of your affiliates to make any equity contribution or to incur any fee, expense or liability not specifically contemplated by the Commitment Papers
(including any “market flex” provisions) and (b) to cause the Acquired Business or its management or affiliates to take (or to refrain from taking) any action that is subject to the terms of the Acquisition Agreement, and it will
not require you, under any
5
Project Boson – Incremental Term Facility Commitment Letter
circumstances, to commence any litigation or to take any action that is not practical, appropriate or reasonable in light of the circumstances or in contravention of the terms of the Acquisition
Agreement, including terminating the Acquisition Agreement, to take any action that would reasonably be expected to permit the Acquisition Agreement to be terminated or to commence litigation with respect to the Acquisition Agreement. Prior to the
Acquisition Date, your obligations to cause the Acquired Business to take (or refrain from taking) any action shall be limited to your commercially reasonable efforts.
Except as set forth above, the Lead Arrangers will, in consultation with you, manage all aspects of any syndication of the
Incremental Term Facility, including (a) decisions as to the selection of institutions to be approached, which will include Relationship Lenders, if any, and exclude Disqualified Lenders, (b) subject to your prior written consent (such
consent not to be unreasonably withheld or delayed), when they will be approached, (c) when their commitments will be accepted, (d) which institutions will participate (which will include Relationship Lenders, if any, and exclude
Disqualified Lenders), (e) subject to your prior written consent (such consent not to be unreasonably withheld or delayed), the allocation of the commitments among the Lenders and (f) the amount and distribution of fees among the Lenders.
4.
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Information; Financial Statements .
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You hereby represent and warrant (prior to the Closing Date, with respect to information provided by or concerning the Acquired
Business or its operations or assets, to your actual knowledge) that,
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(a)
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all written information and written data (other than the Projections and information of a general economic
or industry nature (the “ Information ”)) that has been or will be made available to the Commitment Parties by or on behalf of you in connection with the transactions contemplated hereby, when taken as a whole, is or will be correct
in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the
circumstances under which such statements are made (after giving effect to all supplements and updates thereto); and
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(b)
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the Projections that have been or will be made available to the Lead Arrangers by or on behalf of you, when
taken as a whole, have been or will be prepared, in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time any such Projections are delivered to the Lead Arrangers; it being understood that
(1) Projections are not to be viewed as facts, (2) Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of you, the Acquired Business and the Sponsor, (3) no assurance can be
given that any particular Projections will be realized, and (4) actual results may differ and such differences may be material.
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You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of
the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will, and will use commercially
reasonable efforts to cause the Acquired Business to, supplement the Information and the Projections so that such representations will be correct in all material respects under those circumstances; it being understood, in each case, that such
supplementation shall cure any breach of such representation. In arranging and syndicating the Incremental Term Facility, the Lead Arrangers will be entitled to use and rely on the Information and the Projections without responsibility for
independent verification thereof, and the Lead Arrangers do not assume responsibility for the accuracy or completeness of the Information or Projections. For the avoidance of doubt, the accuracy of the representations set forth above is not a
condition precedent to the commitments hereunder or the funding of the Incremental Term Facility on the Closing Date.
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Project Boson – Incremental Term Facility Commitment Letter
You acknowledge that (a) we may make available the Information and the
Projections to a proposed syndicate of Lenders (other than Disqualified Lenders) by posting the Information or the Projections on IntraLinks or another similar electronic system (the “ Platform ”), in each case, subject to a market
standard “click through” or similar confidentiality agreement (reasonably approved by you), and (b) certain Lenders (each, a “ Public Lender ”) may not wish to receive information with respect to you, the Acquired
Business and your and the Acquired Business’s respective subsidiaries or your and their respective securities that is not publicly available or has not been (or would not be expected to be) made available to investors in connection with a Rule
144A or public offering of your or the Acquired Business’s securities (“ material non-public information ”). At the request of the Lead Arrangers, you agree to use your commercially
reasonable efforts to assist us in preparing an additional version of the Confidential Information Memorandum (the public-side version) to be used by Public Lenders, that will include only information that is either publicly available information
that you would expect to be made available to investors in connection with a Rule 144A or public offering of your or the Acquired Business’s securities, or not material with respect to you, the Acquired Business or your and its respective
subsidiaries or your and its respective securities for purposes of United States federal and state securities laws. Information excluded from such public-side version is referred to herein as material
non-public information. It is understood that in connection with the assistance described above, (i) to the extent reasonably requested by the Lead Arrangers, you agree to use your commercially reasonable
efforts to cause the Acquired Business to deliver a customary authorization letter to be included in each Confidential Information Memorandum ( provided that any representation in such authorization letter will be consistent with the
representations set forth in the first sentence of this Section 4 except that such representation will not be knowledge-qualified) that authorizes the distribution of such Confidential Information Memorandum to prospective Lenders (other than
Disqualified Lenders) and confirms that the public-side version does not include material non-public information; (ii) each Confidential Information Memorandum will exculpate you, the Sponsor, the
Acquired Business, and us and your and our respective affiliates with respect to the content and the use of such Confidential Information Memorandum or any related marketing material by the recipients thereof; (iii) the public-side version of
the Confidential Information Memorandum and information provided to Public Lenders may include the following information, except to the extent you notify us to the contrary (prior to their distribution) and provided that you have been given a
reasonable opportunity to review such public-side version and comply with U.S. Securities and Exchange Commission disclosure requirements: (A) drafts and final versions of the Facility Documentation, related definitive documentation (if any)
and customary marketing term sheets that have been approved by you, (B) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and
(C) notification of changes in the terms of the Incremental Term Facility; (iv) at our request, you agree to use your commercially reasonable efforts to identify information to be distributed to Public Lenders by clearly and conspicuously
marking the same as “PUBLIC”; and (v) we will be entitled to treat any Information and Projections that are not specifically identified as “PUBLIC” as being suitable for posting only on the portion of the Platform not
available to or accessible by Public Lenders.
5.
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Fees .
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As consideration for the commitments of each Initial Lender and each Lead Arranger’s and other agents’ agreements
to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the second amended and restated fee letter dated the date hereof, by and among the Commitment Parties and you, and delivered in connection with
the Incremental Term Facility (the “ Fee Letter ”). Once paid, such fees will not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter or otherwise agreed in writing by the parties hereto.
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Project Boson – Incremental Term Facility Commitment Letter
6.
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Conditions Precedent .
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The commitments of each Initial Lender with respect to the Incremental Term Facility and each Lead Arranger’s and each
agents’ agreements to perform the services described herein are subject to the satisfaction (or waiver by the Lead Arrangers) of only the conditions precedent set forth in Exhibit C hereto (such conditions, the “ Financing
Conditions ” and such exhibit, the “ Conditions Annex ”).
Notwithstanding anything in the
Commitment Papers, the Facility Documentation or any other agreement or other undertaking concerning the financing of the Transactions to the contrary, the following provisions (the “ Certain Funds Provisions ”) will apply:
(a) the only representations and warranties that will be made on the Closing Date and the making and accuracy of which will be
a condition to the initial availability and/or funding of the Incremental Term Facility on the Closing Date will be the Acquisition Agreement Representations and the Specified Representations; provided that (i) a failure of an
Acquisition Agreement Representation to be accurate will not result in a failure of a Financing Condition, unless such failure results in a failure of a condition precedent to your obligation to consummate the Acquisition pursuant to the terms of
the Acquisition Agreement or such failure gives you or your applicable affiliate the right (taking into account any notice and cure provisions) to terminate your obligation to consummate the Acquisition pursuant to the terms of the Acquisition
Agreement, and (ii) the only representations and warranties made in connection with the Transactions on the Closing Date the inaccuracy of which could result in a default or event of default under the Incremental Term Facility are the Specified
Representations;
(b) the terms of the Facility Documentation and the Closing Deliverables will be subject to the
Documentation Principles, will contain no conditions to the funding of (or provision of commitments under) the Incremental Term Facility other than the Financing Conditions, and in any event will be in a form such that they do not impair the
availability of the Incremental Term Facility on the Closing Date if the Financing Conditions are satisfied (or waived by the Lead Arrangers) (it being understood that (i) the attachment and perfection of any lien on Collateral (as defined in
the Existing Credit Agreement) (other than Collateral consisting of personal property in which a valid lien may be created pursuant to Article 9 of the New York UCC) securing the Incremental Term Facility is not a condition precedent to the
availability of the Incremental Term Facility, will not affect the size of the Incremental Term Facility and the failure of any lien on the Collateral to attach or be perfected on the Closing Date will not result in a default or event of default
under the Incremental Term Facility (whether as a result of the inaccuracy of the representation set forth in clause (g) of the definition of “Specified Representations” or otherwise) and (ii) if any lien on Collateral securing
the Incremental Term Facility does not attach or become perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, such attachment or such perfection will not constitute a condition precedent to the
availability of the Incremental Term Facility and will not affect the size of the Incremental Term Facility and will not result in a default or event of default under the Incremental Term Facility (whether as a result of the inaccuracy of the
representation set forth in clause (g) of the definition of “Specified Representations” or otherwise), but will be required within 90 days after the Closing Date);
(c) there are no conditions (implied or otherwise) to the commitments and agreements hereunder (including compliance with the
terms of the Commitment Papers or the Facility Documentation), other than the Financing Conditions, and upon satisfaction (or waiver by the Lead Arrangers) of the Financing Conditions, the Administrative Agent, the Collateral Agent, each Lender and
each other party thereto will execute and deliver the Facility Documentation to which it is a party and the funding of the Incremental Term Facility will occur; and
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Project Boson – Incremental Term Facility Commitment Letter
(d) the execution and delivery by the Borrower and each Guarantor (as
defined in the Existing Credit Agreement) of the Facility Documentation to which it is required to be a party on the Closing Date shall be accomplished under escrow arrangements pursuant to which the Borrower’s and each Guarantor’s
signature pages are provided to the Administrative Agent for the Incremental Term Facility before (or coincident with) the time the Acquisition is consummated in accordance with the Acquisition Agreement (the “ Acquisition Effective
Time ”), and such signature pages (and the Facility Documentation and related deliverables to which the Borrower and Guarantors are party) shall be automatically released from escrow to such Administrative Agent concurrently with the
consummation of the merger of Merger Sub with and into the Target (the “ Upstream Merger ”), which such Upstream Merger shall occur after the Acquisition Effective Time, and the adoption of related authorizing resolutions. The
Borrower’s and Guarantors’ signature pages may be executed by individuals that will be officers and/or directors of the Borrower upon consummation of the Acquisition, whether or not such individuals are officers and/or directors of such
entities prior to the consummation of the Acquisition so long as such individuals are authorized in such capacity at the time such signature pages are released from the applicable escrow arrangements.
“ Acquisition Agreement Representations ” means such of the representations and warranties made by the
Acquired Business with respect to the Acquired Business in the Acquisition Agreement to the extent a breach of such representations and warranties is materially adverse to the interests of the Lenders (in their capacities as such).
“ Specified Representations ” means the representations and warranties of the Borrower and Holdings set forth
in the Facility Documentation relating to (a) their organizational existence, organizational power and authority (only as to execution, delivery and performance of the applicable Facility Documentation and the extensions of credit thereunder),
(b) their due authorization, execution, delivery and enforceability (against them) of the applicable Facility Documentation, (c) solvency on a consolidated basis as of the Closing Date (consistent with the solvency certificate attached as
Exhibit I to the Existing Credit Agreement), (d) no conflicts of Facility Documentation with their charter documents (as in effect upon consummation of, or immediately after consummation of, the Acquisition), (e) compliance of the
Transactions with Federal Reserve margin regulations, the Investment Company Act and the Patriot Act, (f) use of proceeds of the Incremental Term Facility not violating OFAC, FCPA and applicable sanctions and anti-money laundering laws and
(g) attachment and perfection of security interests in the Collateral (subject to Permitted Liens (as defined in the Existing Credit Agreement) and the Certain Funds Provisions).
7.
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Indemnification; Expenses .
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You agree to indemnify and hold harmless each Commitment Party and its affiliates and controlling persons and the respective
officers, directors, employees, partners, agents and representatives of each of the foregoing and their successors and permitted assigns (each, an “ Indemnified Person ”) to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of, resulting from or in connection with the Original Commitment Letter, the Original Fee
Letter, the First A&R Commitment Letter, the First A&R Fee Letter, the Commitment Papers, the Transactions or the Incremental Term Facility, or any claim, litigation, investigation or proceeding (each, an “ Action ”)
relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto and whether or not such Action is brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each such
Indemnified Person, promptly after receipt of a written request, together with customary backup documentation in reasonable detail, for any reasonable and documented
out-of-pocket legal expenses (limited to one counsel for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all
Indemnified Persons taken as a whole in each relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of any actual or reasonably perceived conflict of interest between Indemnified
Persons where the Indemnified Persons affected by such conflict inform you of such conflict, one additional counsel in each relevant material jurisdiction to each group of affected Indemnified Persons similarly situated taken as a whole) or other
reasonable and
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Project Boson – Incremental Term Facility Commitment Letter
documented in reasonable detail out-of-pocket expenses incurred in connection with investigating or defending any
of the foregoing; provided that the foregoing indemnity will not apply to losses, claims, damages, liabilities or expenses to the extent (a) resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person
or any Related Indemnified Persons of such Indemnified Person, (b) arising from a material breach of the obligations of such Indemnified Person or any Related Indemnified Persons of such Indemnified Person under the Commitment Papers or the
Facility Documentation, including the failure to fund the Incremental Term Facility upon satisfaction of the Financing Conditions (in the case of clauses (a) and (b) as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (c) arising from any dispute among Indemnified Persons or any Related Indemnified Persons of the foregoing, other than any Actions against any Commitment Party in its capacity as, or
in fulfilling its role as, an Administrative Agent, Lead Arranger or other agency role under the Incremental Term Facility and other than any claims arising out of any act or omission on the part of you or any of your affiliates.
Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund and to return promptly any and all amounts
paid under the indemnification provisions of this Commitment Letter to such Indemnified Person for any such losses, claims, damages, liabilities or expenses to the extent such Indemnified Person is not entitled to payment of such amounts in
accordance with the terms hereof as finally determined by a final, non-appealable judgment of a court of competent jurisdiction, and, to the extent not a party hereto, the agreement of an Indemnified Person to
this provision is a condition to the indemnity provided herein. Notwithstanding any other provision of this Commitment Letter, except to the extent resulting from the willful misconduct, bad faith or gross negligence of (or material breach of the
Original Commitment Letter, the Original Fee Letter, the First A&R Commitment Letter, the First A&R Fee Letter or the Commitment Papers by) such Indemnified Person or any Related Indemnified Persons of the foregoing (as determined by a court
of competent jurisdiction in a final and non-appealable judgment), no Indemnified Person will be liable for any damages arising from the use by others of information or other materials obtained through
electronic, telecommunications or other information transmission systems (including the Platform) and neither any Indemnified Person, nor you or the Acquired Business (or any of their respective affiliates or agents, or any of their or any of their
affiliate’s or agent’s directors, officers, employees, controlling persons, affiliates or agents) will be liable for any indirect, special, punitive or consequential damages in connection with the Original Commitment Letter, the Original
Fee Letter, the First A&R Commitment Letter, the First A&R Fee Letter or the Commitment Papers, the Incremental Term Facility, the Transactions (including the Incremental Term Facility and the use of proceeds thereunder), or with respect to
any activities or other transactions related to the Incremental Term Facility; provided that this sentence shall not limit your indemnification or reimbursement obligations set forth herein to the extent such special, indirect, punitive or
consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. Notwithstanding anything in the Original Commitment Letter, the Original Fee Letter, the First
A&R Commitment Letter, the First A&R Fee Letter or the Commitment Papers, you will not have any obligation to indemnify any Indemnified Person for income taxes (or similar taxes) incurred by such person in connection with the fees or other
compensation such person received in connection with the Original Commitment Letter, the Original Fee Letter, the First A&R Commitment Letter, the First A&R Fee Letter or the Commitment Papers; provided that this sentence shall not
limit the Borrower’s indemnification obligations and other obligations with respect to withholding taxes and other taxes after the Closing Date and such obligations shall be governed by the terms of the Facility Documentation.
You will not be liable for any settlement of any Action effected without your prior written consent (such consent not to be
unreasonably withheld or delayed), but, if settled with your written consent or if there is a final judgment in any such Actions, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages,
liabilities and expenses by reason of such settlement or judgment in accordance with the indemnification provisions of this Commitment Letter. You
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Project Boson – Incremental Term Facility Commitment Letter
will not, without the prior written consent of an Indemnified Person, effect any settlement of any Action in respect of which indemnity could have been sought hereunder by such Indemnified Person
unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such Actions and (ii) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of such Indemnified Person.
For purposes hereof, a “ Related
Indemnified Person ” of an Indemnified Person means (a) any controlling person or controlled affiliate of such Indemnified Person, (b) the respective directors, partners, officers, or employees of such Indemnified Person or any of
its controlling persons or controlled affiliates and (c) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnified
Person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation of
this Commitment Letter and/or the syndication of the Incremental Term Facility.
Upon and subject to the occurrence of the
Closing Date and the funding of the Incremental Term Facility, you agree to (or cause the Borrower to) reimburse each Commitment Party for its reasonable and documented in reasonable detail out-of-pocket expenses (including expenses of each Lead Arranger’s due diligence investigation, syndication expenses and travel expenses, but limited, in the case of legal expenses, to the reasonable
and documented out-of-pocket fees, disbursements and other charges of the single counsel to the Lead Arrangers identified in the Term Sheet and, if reasonably necessary,
of a single local counsel to the Commitment Parties identified to you prior to the Closing Date in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions), in each case, incurred solely in
connection with the preparation, negotiation, execution and delivery of the Original Commitment Letter, the Original Fee Letter, the First A&R Commitment Letter, the First A&R Fee Letter or the Commitment Papers and the Facility
Documentation (collectively, the “ Expenses ”). For the avoidance of doubt, neither you nor the Borrower will be required to reimburse the Commitment Parties for any Expenses in the event the Closing Date does not occur. You
acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us, including, without
limitation, fees paid pursuant hereto.
8.
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Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities; Binding
Obligations .
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As you know, Jefferies and/or one of its affiliates, has been retained
by you (or one of your affiliates) as a financial advisor (in such capacity, the “ Buy-Side Financial Advisor ”) in connection with the Acquisition. You acknowledge such retention, and further
agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Buy-Side Financial Advisor, on the one
hand, and such Commitment Parties’ or their affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of the Buy-Side Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of the
Buy-Side Financial Advisor or its affiliates.
You acknowledge that each
Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities, and financial
planning and benefits counseling) to other companies in respect of which you or the Acquired Business may have conflicting interests. We will not furnish confidential information obtained from you by virtue of the transactions contemplated by this
Commitment Letter or our other relationships with you to such other companies. You also acknowledge that we do not have any obligation to use, in connection with the transactions contemplated by this Commitment Letter, or to furnish to you,
confidential information obtained by us or any of our respective affiliates from such other companies.
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Project Boson – Incremental Term Facility Commitment Letter
You further acknowledge and agree that (a) no fiduciary, advisory or
agency relationship between you and any Commitment Party is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether such Commitment Party has advised or is advising you
on other matters, (b) each Commitment Party, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not, directly or indirectly, give rise to, nor do you
rely on, any fiduciary duty on the part of such Commitment Party, and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we will have
no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditors, (c) you are capable of evaluating and
understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that each Commitment Party and its affiliates are engaged in a broad range of
transactions that may involve interests that differ from your and your affiliates’ interests and that such Commitment Party has no obligation to disclose such interests and transactions to you or your affiliates, (e) you have consulted
your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the
relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity. In addition, each Commitment Party may employ the services of its affiliates in providing
certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Acquired Business, and such affiliates will be entitled to the benefits afforded to, and subject to the obligations
(including, for the avoidance of doubt, confidentiality obligations) of, such Commitment Party under this Commitment Letter.
You further acknowledge that each Commitment Party and its affiliates may be a full service securities firm engaged in
securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or
acquire, hold or sell, for their respective own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Acquired Business and the Sponsor and other
companies with which you, the Acquired Business or the Sponsor may have commercial or other relationships. With respect to any securities and/or financial instruments so held by each Commitment Party, its affiliates or any of its customers, all
rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.
You further acknowledge and agree that you are responsible for making your own independent judgment with respect to the
Transactions and the process leading thereto. Additionally, you acknowledge and agree that we are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You will consult with your own advisors
concerning such matters and will be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby.
We represent and warrant that the Commitment Papers constitute our legally valid and binding obligation to provide services
set forth herein, execute and deliver the Facility Documentation and to fund the Incremental Term Facility upon satisfaction or waiver of the Financing Conditions, in each case, enforceable at law and in equity in accordance with their terms. You
represent and warrant that the Commitment Papers constitute your legally valid and binding obligation, enforceable at law and in equity against you in accordance with their terms; provided that nothing contained in the Commitment Papers
obligates you or any of your affiliates to consummate any Transaction or to draw upon all or any portion of the Incremental Term Facility. No party hereto will take any position that is inconsistent with the foregoing representations and warranties.
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Project Boson – Incremental Term Facility Commitment Letter
9.
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Assignments; Amendments; Governing Law, Etc .
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This Commitment Letter and the commitments hereunder are not assignable (except (a) any assignment by you to (i) one
of your affiliates that is a newly formed domestic “shell” company controlled by the Sponsor that consummates or intends to consummate the Acquisition or (ii) the Borrower and (b) any assignment that occurs as a matter of law)
without the prior written consent of each other party hereto, and any attempted assignment without such consent will be null and void.
This Commitment Letter is intended to be solely for the benefit of the parties hereto (and Indemnified Persons solely to the
extent expressly set forth herein), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons solely to the extent expressly set forth herein) and is not intended
to create a fiduciary relationship among the parties hereto. Any and all services to be provided by each Commitment Party hereunder may be performed by or through any of its affiliates or branches, and such affiliates and branches will be entitled
to the benefits afforded to, and will be subject to the obligations (including, for the avoidance of doubt confidentiality obligations) of, such Commitment Party under this Commitment Letter. Except as otherwise set forth herein, this Commitment
Letter may not be amended or any provision hereof waived or modified except in a writing signed by each Commitment Party and you. This Commitment Letter may be executed in any number of counterparts, each of which will be an original and all of
which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission (including in “.pdf” format) will be effective as
delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and will not affect the construction of, or to be taken into consideration in
interpreting, this Commitment Letter. The words “execution,” “signed,” “signature,” and words of like import in this Commitment Letter or any amendment or other modification hereof (including waivers and consents)
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act. The Commitment Papers supersede all prior understandings, whether written or oral, among you and us with respect to the Incremental Term Facility and set forth the entire understanding of
the parties hereto with respect thereto.
THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE (WHETHER BASED
UPON CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY) ARISING UNDER OR RELATING TO THIS COMMITMENT LETTER, WILL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided ,
however , that (a) the interpretation of the definition of Company Material Adverse Effect (as defined in the Acquisition Agreement) (and whether or not a Company Material Adverse Effect (as defined in the Acquisition Agreement) has
occurred, including for purposes of the Financing Conditions), (b) the determination of the accuracy of any Acquisition Agreement Representation and whether as a result of any inaccuracy of any Acquisition Agreement Representation there has been a
failure of a Financing Condition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall be governed by the internal Laws (as defined in the Acquisition
Agreement) of the State of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws or other rules that would result in the
application of the Laws or statutes of limitations of a different jurisdiction. A determination by any court of competent jurisdiction (including any court or arbitration body contemplated by the Acquisition Agreement) with respect to any of the
foregoing matters described in clauses (a) through (c) of the proviso of the immediately preceding sentence shall be conclusive for all purposes hereunder.
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Project Boson – Incremental Term Facility Commitment Letter
10.
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WAIVER OF JURY TRIAL .
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EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY) BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE ACQUISITION, THE TRANSACTIONS, THE COMMITMENT PAPERS OR THE PERFORMANCE BY US OR ANY
OF OUR AFFILIATES OF THE SERVICES HEREUNDER OR THEREUNDER.
11.
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Jurisdiction .
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Each party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the jurisdiction of
any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, and any appellate court from any such court, in any suit, action, proceeding, claim or counterclaim arising out of
or relating to the Commitment Papers, or for recognition or enforcement of any judgment, and whether based upon contract, tort or otherwise and whether at law or in equity, and agrees that all claims in respect of any such suit, action, proceeding,
claim or counterclaim will be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action, proceeding, claim or counterclaim arising out of or relating to the Commitment Papers in any court in which such venue may be laid in accordance with the preceding clause of this sentence,
(c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action, proceeding, claim or counterclaim in any such court, (d) agrees that a final judgment in any such action or
proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (e) agrees that a determination by any court of competent jurisdiction (including any court contemplated
by the Acquisition Agreement and including any alternate dispute resolution procedures as may be contemplated by the Acquisition Agreement) with respect to the right to terminate the Acquisition Agreement and whether the parties thereto have an
obligation to consummate the Acquisition (including with respect to termination rights and satisfaction of conditions) shall be conclusive for all purposes under this Commitment Letter. Service of any process, summons, notice or document by
registered mail or overnight courier addressed to any of the parties hereto at the addresses above will be effective service of process against such party for any suit, action, proceeding, claim or counterclaim brought in any such court.
12.
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Confidentiality .
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This Commitment Letter is delivered to you on the understanding that none of the Fee Letter, this Commitment Letter, the
Original Commitment Letter, that certain fee letter dated the Original Commitment Letter Date (the “ Original Fee Letter ”) by and between Jefferies and you, the First A&R Commitment Letter, and that certain fee letter
dated March 11, 2026 (the “ First A&R Fee Letter ”) by and among Jefferies, U.S. Bank, DB, Fifth Third, BMO, Santander and you, or their respective terms or substance, may be disclosed by you to any other person or
entity prior to their acceptance by you, except:
|
a)
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to the Sponsor, any investor or potential investor (including any Permitted Investor (as defined in the
Existing Credit Agreement)) and to your and their respective officers, directors, employees, affiliates, controlling persons, members, partners, equity holders, attorneys, accountants, representatives, agents and advisors;
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14
Project Boson – Incremental Term Facility Commitment Letter
|
b)
|
if each Commitment Party consents in writing to such proposed disclosure;
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c)
|
that the Term Sheet and the existence of this Commitment Letter (but not any other contents of the
Commitment Papers) may be disclosed to any rating agency in connection with the Transactions;
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d)
|
pursuant to the order of any court or administrative agency in any pending legal or administrative
proceeding, or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case you agree to inform us promptly thereof to the extent lawfully permitted to do so);
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e)
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you may disclose the Commitment Papers and the contents thereof to the Acquired Business and its officers,
directors, employees, equity holders, attorneys, accountants, representatives, agents and advisors on a confidential basis;
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f)
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you may disclose the aggregate amount of the fees (including upfront fees and OID) payable under the Fee
Letter as part of disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with any syndication of the Incremental Term Facility or other marketing efforts for debt to be used to finance the
Transactions;
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g)
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you may disclose, on a confidential basis, the Fee Letter or the Original Fee Letter and the respective
contents thereof to your and the Acquired Business’s auditors and accounting and tax advisers for customary accounting and tax purposes, including accounting for deferred financing costs;
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h)
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you may disclose the Commitment Papers in connection with the enforcement of your rights or remedies
hereunder or under the Fee Letter;
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i)
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you may disclose this Commitment Letter and its contents (but not the Original Fee Letter, the Fee Letter
or, in each case, the contents thereof) in any syndication of the Incremental Term Facility or other marketing efforts for a financing of the Transactions or in connection with any public or regulatory filing requirement relating to the
Transactions; and
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j)
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you may disclose the Original Commitment Letter, this Commitment Letter and their respective contents (but
not the Original Fee Letter, the First A&R Fee Letter, the Fee Letter or their respective contents) after your acceptance thereof or prior thereto to the extent that such information becomes publicly available other than by reason of improper
disclosure by you or any of your affiliates in violation of any confidentiality obligations hereunder.
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Each Commitment Party and its affiliates will use all confidential information provided to it or such affiliates by or on
behalf of you or the Borrower and the contents of the Commitment Papers solely for the purpose of providing the services that are the subject of this Commitment Letter and will treat confidentially all such information and the Commitment Papers
(including any market “flex” provisions); provided that the foregoing sentence will not prevent such Commitment Party from disclosing any such information, (a) pursuant to the order of any court or administrative agency or
otherwise as required by applicable law or regulation or as requested by a governmental authority, including any self-regulatory authority (in which
15
Project Boson – Incremental Term Facility Commitment Letter
case such Commitment Party agrees to inform you promptly thereof to the extent lawfully permitted to do so, unless such Commitment Party is prohibited by applicable law from so informing you, or
except in connection with any request as part of any regulatory (including self-regulatory) audit or examination conducted by accountants or any governmental or regulatory authority exercising examination or regulatory authority), (b) upon the
request or demand of any governmental or regulatory authority (including any self-regulatory organization) having or claiming to have jurisdiction over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees to
inform you promptly thereof prior to such disclosure, unless such Commitment Party is prohibited by applicable law from so informing you, or except in connection with any request as part of any regulatory audit or examination conducted by bank
accountants or any governmental bank regulatory authority exercising examination or regulatory authority), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any
of its affiliates, (d) to the extent that such information is received by such Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you, the Borrower, the Sponsor
or any of their respective affiliates, (e) to the extent that such information is independently developed by such Commitment Party, (f) to such Commitment Party’s affiliates and their officers, directors, employees, legal counsel,
independent auditors and other experts or agents who need to know such information in connection with the Transactions, are informed of the confidential nature of such information and are instructed to keep such information confidential,
(g) except with respect to the Fee Letter, to bona fide prospective Lenders, participants or assignees or any bona fide potential counterparty (or its advisors) to any swap, derivative transaction or other transaction under which
payments are to be made by reference to you, the Borrower or any of their respective subsidiaries or any of their respective obligations, the Commitment Letter or payments hereunder, in each case who agree to be bound by the terms of this paragraph
(or language substantially similar to this paragraph) which agreement will be pursuant to customary syndication practice, (h) to ratings agencies, (i) in connection with the enforcement of our rights hereunder or under the Fee Letter,
(j) if you consent in writing to such proposed disclosure; or (k) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which
payments are to be made or may be made by reference to the Commitment Letter; provided that (i) the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants will be made subject
to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is
otherwise reasonably acceptable to you and the Commitment Parties, including, without limitation, as agreed in any marketing materials) in accordance with the standard syndication processes of the Commitment Parties or customary market standards for
dissemination of such type of information, which will in any event require “click through” or other affirmative actions on the part of the recipient to access such information and (ii) no such disclosure will be made to any
Disqualified Lender.
For the avoidance of doubt, nothing in the first paragraph of this Section 12 shall prohibit
any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental regulatory, or self-regulatory authority without any notification to any person.
After the closing of the Transactions and at such Commitment Party’s expense, each Commitment Party may (i) after
consultation with and with the approval of the Borrower, place advertisements in periodicals and on the Internet as it may choose and (ii) on a confidential basis, circulate promotional materials in the form of a “tombstone” or
“case study” (and, in each case, otherwise describe the names of any of you or your affiliates and any other information about the Transactions, including the amount, type and closing date of the Incremental Term Facility).
16
Project Boson – Incremental Term Facility Commitment Letter
The obligations under this section with respect to the Commitment Letter but
not the Fee Letter will automatically terminate and be superseded by the confidentiality provisions in the Facility Documentation (to the extent set forth therein) upon the execution and delivery of the Facility Documentation and in any event will
terminate on the first anniversary of the Original Commitment Letter Date.
13.
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Surviving Provisions .
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This Section 13 and the compensation (if applicable), syndication (if applicable), information (if applicable),
indemnification, limitation of liability, expense (if applicable), payment of fees (if applicable), confidentiality, jurisdiction, venue, governing law, no agency or fiduciary duty and waiver of jury trial provisions contained in the Commitment
Papers will remain in full force and effect regardless of whether definitive financing documentation is executed and delivered and notwithstanding the termination of this Commitment Letter or the Initial Lenders’ commitments hereunder and the
Lead Arrangers’ and other agents’ several agreements to provide the services described herein; provided that your obligations under the Commitment Papers, other than those relating to compensation, the syndication of the
Incremental Term Facility, information and confidentiality, will automatically terminate and be superseded by the Facility Documentation (with respect to indemnification, to the extent covered thereby) upon consummation of the Transactions and the
payment of all amounts owing at such time under the Commitment Papers.
14.
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Patriot Act Notification .
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We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “ Patriot Act ”) and of 31 C.F.R. § 1010.230 (as amended, the “ Beneficial Ownership Regulation ”), each Commitment Party
and each Lender may be required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding the Borrower and each
Guarantor that will allow such Commitment Party or such Lender to identify the Borrower and each Guarantor in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the
Patriot Act and the Beneficial Ownership Regulation and is effective as to each Commitment Party and each Lender.
15.
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Acceptance and Termination .
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In the event that the Financing Conditions are not satisfied or waived on or prior to the date that is five business days after
the “Termination Date” (as defined in the Acquisition Agreement as in effect as of the Original Commitment Letter Date, without giving effect to any extension provision contained in the definition thereof) or, if earlier, the date on
which you notify us in writing that the Acquisition Agreement has terminated in accordance with its terms, then this Commitment Letter and the commitments and undertakings of each Commitment Party hereunder will automatically terminate, unless such
Commitment Party, in its discretion, agrees to an extension. The termination of any commitment pursuant to this paragraph will not prejudice your rights and remedies in respect of any breach or repudiation of the Commitment Papers.
[Signature pages follow]
17
Project Boson – Incremental Term Facility Commitment Letter
We are pleased to have this opportunity and we look forward to working with
you on this transaction.
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Very truly yours,
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JEFFERIES FINANCE LLC
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By:
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/s/ John Koehler
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Name:
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John Koehler
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Title:
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Managing Director
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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DEUTSCHE BANK SECURITIES INC.
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By:
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/s/ John Huntington
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Name:
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John Huntington
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Title:
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Managing Director
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By:
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/s/ Sandeep Desai
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Name:
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Sandeep Desai
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Title:
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Managing Director
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DEUTSCHE BANK AG NEW YORK BRANCH
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By:
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/s/ John Huntington
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Name:
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John Huntington
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Title:
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Managing Director
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By:
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/s/ Sandeep Desai
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Name:
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Sandeep Desai
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Title:
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Managing Director
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Will Moore
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Name:
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Will Moore
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Title:
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Director
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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TRUIST SECURITIES, INC.
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By:
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/s/ Aaron Peyton
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Name:
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Aaron Peyton
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Title:
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Managing Director
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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NATIXIS, NEW YORK BRANCH
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By:
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/s/ Sumeet Sagoo
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Name:
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Sumeet Sagoo
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Title:
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Executive Director
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By:
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/s/ Brendan Austin
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Name:
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Brendan Austin
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Title:
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Vice President
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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FIFTH THIRD BANK, NATIONAL ASSOCIATION
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By:
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/s/ Tyler Fink
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Name:
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Tyler Fink
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Title:
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Principal
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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BANK OF MONTREAL
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By:
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/s/ Maggie Donahue
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Name:
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Maggie Donahue
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Title:
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Director
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BMO CAPITAL MARKETS CORP.
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By:
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/s/ Aaron Weigel
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Name:
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Aaron Weigel
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Title:
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Managing Director
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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CITIZENS BANK, N.A.
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By:
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/s/ Charles T. Bender
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Name:
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Charles T. Bender
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Title:
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Managing Director
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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BANCO SANTANDER, S.A., NEW YORK BRANCH
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By:
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/s/ Max Wallins
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Name:
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Max Wallins
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Title:
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Authorized Signatory
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By:
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/s/ D. Andrew Maletta
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Name:
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D. Andrew Maletta
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Title:
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Authorized Signatory
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
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Accepted and agreed to as of
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the date first written above:
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MCW PARENT, LP
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By: MCW Holdings GP, LLC, its General Partner
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By:
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/s/ Jonathan Seiffer
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Name:
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Jonathan Seiffer
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Title:
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President
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[SIGNATURE PAGE TO SECOND A&R COMMITMENT LETTER]
Project Boson
SCHEDULE I
CONFIDENTIAL
Project Boson
$900.0 million Incremental Term Facility
“ Commitment Schedule ” 1
Commitments
In connection with the Transactions, each Commitment Party (collectively, the “ Lenders ” and each a
“ Lender ”) commits to provide that amount of the Incremental Term Facility set forth opposite its name in the table below:
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Commitment Party
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Incremental Term Facility
Commitment |
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Jefferies Finance LLC
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$ |
400,573,000 |
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Deutsche Bank AG New York Branch
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$ |
90,000,000 |
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U.S. Bank National Association
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$ |
83,077,000 |
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Truist Securities, Inc.
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$ |
63,700,000 |
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Natixis, New York Branch
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$ |
63,000,000 |
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Fifth Third Bank, National Association
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$ |
60,882,000 |
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Bank of Montreal
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$ |
55,200,000 |
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Citizens Bank, N.A.
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$ |
43,200,000 |
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Banco Santander, S.A., New York Branch
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$ |
40,368,000 |
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Total
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$ |
900,000,000 |
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Titles and Roles
In connection with the Transactions, each Commitment Party (acting alone or through or with affiliates selected by it) will act with and have
the title(s) and in the role(s) set forth opposite its name with respect to the Incremental Term Facility.
1
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All capitalized terms used but not defined in this schedule have the meanings given to them in the
Commitment Letter to which this schedule is attached, including the other exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this schedule is determined by
reference to the context in which it is used.
|
Project Boson –
Incremental Term Facility Commitment Letter
Schedule I
|
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Commitment Party
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Title/Role
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Jefferies Finance LLC
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Left Lead Arranger and Bookrunner |
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Deutsche Bank Securities Inc.
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Lead Arranger and Bookrunner |
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U.S. Bank National Association
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Lead Arranger and Bookrunner |
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Truist Securities, Inc.
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Lead Arranger and Bookrunner |
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Natixis, New York Branch
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Lead Arranger and Bookrunner |
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Fifth Third Bank, National Association
|
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Lead Arranger and Bookrunner |
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BMO Capital Markets Corp.
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Lead Arranger and Bookrunner |
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Citizens Bank, N.A.
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Lead Arranger and Bookrunner |
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Banco Santander, S.A., New York Branch
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|
Lead Arranger and Bookrunner |
Project Boson –
Incremental Term Facility Commitment Letter
Schedule I
|
|
|
CONFIDENTIAL
|
|
EXHIBIT A |
Project Boson
$900.0 million Incremental Term Facility
“ Transaction Description ” 1
It is intended that:
1. the Buyer will, directly or indirectly, acquire the Acquired Business pursuant to the Agreement and Plan of Merger, dated as
of February 17, 2026, by and among the Buyer, Merger Sub, the Borrower and the Target (including all schedules, annexes and exhibits thereto, and as amended or modified from time to time in a manner that would not result in a failure of the
condition precedent set forth in paragraph 1 of the Conditions Annex, the “ Acquisition Agreement ”), including by causing Merger Sub to merge with and into the Target, with the Target surviving such merger as a wholly-owned direct
subsidiary of the Buyer (the “ Acquisition ”);
2. the Borrower will obtain a $900.0 million (or such
lower amount as the Buyer may request and as such amount may be increased, at the Buyer’s election, pursuant to an Incremental Flex Increase, as defined in the Fee Letter) in aggregate principal amount of senior secured first lien incremental
term loan facility (the “ Incremental Term Facility ”) under and pursuant to the Existing Credit Agreement and having terms materially consistent with those set forth on the term sheet attached to this Commitment Letter that is
labeled “Term Sheet”; and
3. the proceeds of the Incremental Term Facility will be applied on the Closing Date
to pay (or to make or one or more distributions to permit the applicable parent entity of the Borrower to pay):
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|
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the consideration payable by the Buyer or any applicable affiliate pursuant to the terms of the Acquisition
Agreement; and
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the fees, costs and expenses related to the Transactions (such fees, costs and expenses, the
“ Transaction Costs ”).
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The transactions described above, together with the
transactions related thereto, are collectively referred to herein as the “ Transactions .” The term sheet with respect to the Incremental Term Facility attached to this Commitment Letter is referred to herein as the “ Term
Sheet .” The Term Sheet (together with any “market flex” provisions and including the Documentation Principles) reflect all material terms related to the Incremental Term Facility. Each party acknowledges that (a) such
terms are the result of extensive negotiations among the parties hereto and are an integral and necessary part of the Transactions and (b) the Transactions represent a unique opportunity for the Buyer, the Borrower and the Sponsor. For purposes
of the Commitment Papers, “ Closing Date ” means the date of the funding of the Incremental Term Facility and consummation of the Acquisition. All references to “ dollars ” and “ $ ” are to the
lawful currency of the United States of America.
1
|
All capitalized terms used but not defined in this exhibit have the meanings given to them in the Commitment
Letter to which this exhibit is attached, including the other exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this exhibit is determined by reference to
the context in which it is used.
|
A – 1
Project Boson – Incremental Term Facility Commitment Letter
Exhibit A
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CONFIDENTIAL
|
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EXHIBIT B
|
Project Boson
$900.0 million Incremental Term Facility
“ Term Sheet ” 1
|
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Borrower:
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Mister Car Wash Holdings, Inc., a Delaware corporation (the “ Borrower ”).
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Lead Arrangers:
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Jefferies Finance LLC, Deutsche Bank Securities Inc., U.S. Bank National Association, Truist Securities, Inc., Natixis New
York Branch, Fifth Third Bank, National Association, BMO Capital Markets Corp., Citizens Bank, N.A. and Banco Santander, S.A., New York Branch (collectively, the “ Lead Arrangers ”).
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Administrative Agent and Collateral Agent
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Jefferies Finance LLC will succeed Bank of America, N.A. as the sole administrative agent (in such capacity, the
“ Administrative Agent ”) and the sole collateral agent (in such capacity, the “ Collateral Agent ”), in each case, for the Lenders under the Incremental Term Facility described in this Term Sheet.
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Syndication Agent:
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One or more financial institutions reasonably acceptable to the Borrower and the Lead Arrangers.
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Transactions:
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As described on the “Transaction Description” attached to the Commitment Letter.
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Lenders:
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Jefferies Finance LLC and a syndicate of banks, financial institutions and other institutional lenders (collectively, the
“ Lenders ”) arranged by the Lead Arrangers and reasonably acceptable to the Buyer (such acceptance not to be unreasonably withheld or delayed), including Relationship Lenders and excluding Disqualified Lenders.
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Incremental Term Facility:
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A senior secured first lien incremental term loan facility under and pursuant to the Existing Credit Agreement (the
“ Incremental Term Facility ”) in an aggregate principal amount of $900.0 million (or such lower amount as the Buyer may request), plus , at the Buyer’s election, any Incremental Flex Increase.
Term loans provided under the Incremental Term Facility (the “ Incremental Term Loans ”) will be available to the Borrower in
Dollars.
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1
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Capitalized terms used but not defined in this exhibit have the meanings set forth in the Commitment Letter
to which this exhibit is attached, the other exhibits to the Commitment Letter or the Existing Credit Agreement, as the case may be. As used in this exhibit, “Administrative Agent,” “Lead Arrangers,” “Lenders,”
and “Loans” refers to the Lead Arrangers, Lenders and Loans under the Incremental Term Facility described in this Term Sheet.
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B – 1
Project Boson – Incremental Term Facility Commitment Letter
Exhibit B
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Purpose:
|
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Proceeds of the Incremental Term Loans will be used to finance the Transactions, including to pay (or to make one or more
distributions to permit the applicable parent entity of the Borrower to pay) the consideration payable by the Buyer or any applicable affiliate pursuant to the terms of the Acquisition Agreement and Transaction Costs.
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Documentation Principles:
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The definitive documentation for the Incremental Term Facility (the “ Facility Documentation ”) will be
(a) be prepared by counsel to the Buyer, (b) contain only the terms and conditions set forth in this Term Sheet and (c) be in the form of an Incremental Amendment to that certain Amended and Restated First Lien Credit Agreement, dated
as of May 14, 2019 (as amended by that certain Amendment No. 1 to Amended and Restated First Lien Credit Agreement, dated as of February 5, 2020, that certain Amendment No. 2 to Amended and Restated First Lien Credit Agreement,
dated as of June 4, 2021, that certain Amendment No. 3 to Amended and Restated First Lien Credit Agreement, dated as of December 8, 2021, that certain Amendment No. 4 to Amended and Restated First Lien Credit Agreement, dated as
of December 12, 2022, that certain Amendment No. 5 to Amended and Restated First Lien Credit Agreement, dated as of March 27, 2024, and that certain Amendment No. 6 to Amended and Restated First Lien Credit Agreement, dated as of
November 26, 2024 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”), among, inter alia , the
Borrower, Hotshine IntermediateCo, Inc., a Delaware corporation (“ Holding s”), and Bank of America, N.A., as administrative agent and collateral agent, effected in accordance with Section 2.16 of the Existing Credit Agreement.
The foregoing is referred to herein, collectively, as the “ Documentation Principles .” To the extent not specified in the Commitment Papers, the terms of the Facility Documentation will be negotiated in good faith and reasonably
acceptable to the Lead Arrangers and the Borrower.
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Availability:
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The Incremental Term Loans may be drawn in a single drawing substantially concurrently with the consummation of the
Acquisition. Amounts repaid or prepaid with respect to the Incremental Term Loans may not be reborrowed.
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Interest Rates and Fees:
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As set forth on Annex I hereto.
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Maturity and Amortization:
|
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The Incremental Term Loans will mature on March 27, 2031 (subject to extension with the consent of only the extending
lender) and the Incremental Term Loans will amortize in equal quarterly installments equal to 0.25% of the original principal amount of the Incremental Term Loans during each year of the Incremental Term Facility (such payments subject to reduction
as provided herein and in the Documentation Principles and such other reductions as the Buyer and the Lead Arrangers may agree), with the balance of the original principal amount of the Incremental Term Facility payable at maturity. Such
amortization will commence at the end of the second full fiscal quarter ending after the Closing Date.
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B – 2
Project Boson – Incremental Term Facility Commitment Letter
Exhibit B
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Guarantees:
|
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Same as the 2024-2 Refinancing Term Loans.
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Security:
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Same as the 2024-2 Refinancing Term Loans.
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Mandatory Prepayments:
|
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The Incremental Term Loans shall participate in any mandatory prepayments of Term Loans on a pro rata basis with the
2024-2 Refinancing Term Loans ( provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of
Refinanced Debt).
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Voluntary Prepayments/Reductions in Commitments:
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Voluntary prepayments of the Incremental Term Loans will be permitted at any time, without premium or penalty (other than
any applicable Repricing Premium referred to below).
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Prepayment Premium:
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In the event of a Repricing Event with respect to all or any portion of the Incremental Term Loans prior to the six month
anniversary of the Closing Date, the Borrower will pay a prepayment premium of 1.00% (the “ Repricing Premium ”) on the principal amount of the Incremental Term Loans prepaid, repaid or refinanced or, in the case of any amendment,
the principal amount of the Incremental Term Loans subject to such amendment or subject to a mandatory assignment pursuant to the “yank a bank” provisions in connection with such amendment.
Notwithstanding the foregoing, the Repricing Premium will not be payable in connection with any of the following transactions: a Change of
Control, a Qualifying IPO, a Restricted Payment, an Acquisition Transaction, an Enterprise Transformative Event or any dividend or other distribution or other debt repayment.
“ Enterprise Transformative Event ” means
any merger, acquisition, amalgamation, investment, dissolution, liquidation, consolidation, or disposition that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction or
(b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide Holdings and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation
and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.
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Representations and Warranties:
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Same as under the Existing Credit Agreement.
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Conditions Precedent to Initial Borrowing on the Closing Date:
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Limited to the Financing Conditions and subject to the Certain Funds Provision.
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B – 3
Project Boson – Incremental Term Facility Commitment Letter
Exhibit B
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Affirmative Covenants:
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Same as under the Existing Credit Agreement.
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Negative Covenants:
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Same as under the Existing Credit Agreement.
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Financial Covenant:
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None.
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Unrestricted Subsidiaries:
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Same as under the Existing Credit Agreement.
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Events of Default:
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Same as under the Existing Credit Agreement.
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Voting:
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Same as under the Existing Credit Agreement.
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Yield Protection and Increased Costs:
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Same as under the Existing Credit Agreement.
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Defaulting Lenders:
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Same as under the Existing Credit Agreement.
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Assignments and Participations:
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Same as under the Existing Credit Agreement.
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Expenses and Indemnification:
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Same as under the Existing Credit Agreement.
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Governing Law and Forum:
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New York.
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Counsel to Administrative Agent and Lead Arrangers:
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Cahill Gordon & Reindel LLP.
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B – 4
Project Boson – Incremental Term Facility Commitment Letter
Exhibit B
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CONFIDENTIAL
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ANNEX I TO EXHIBIT B
Interest and Fees
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Interest Rates:
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The interest rates under the Incremental Term Facility will be as follows:
At the option of the Borrower, Term SOFR plus the
Applicable Rate or Bate Rate plus the Applicable Rate.
As used herein:
“ Applicable Rate ” means, with respect to the Incremental Term Facility, initially, (i) 1.75% per annum , in the case
of Base Rate Loans, and (ii) 2.75% per annum , in the case of SOFR Loans, in each case, subject to adjustment as specified in the following paragraphs.
“ Closing Date First Lien Net Leverage Ratio ” means the First Lien Net Leverage Ratio as of the last day of the most recent
Test Period ended prior to the Closing Date, determined on a Pro Forma Basis as of the Closing Date in accordance with the Existing Credit Agreement.
From and after the first full fiscal quarter completed after the Closing Date, the Applicable Rate for Incremental Term Loans will be adjusted
based on First Lien Net Leverage Ratio as follows (the “ Pricing Grid ”):
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First Lien Net Leverage Ratio |
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Alternate Base
Rate Spread |
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SOFR Spread |
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Greater than the Closing Date First Lien Net Leverage Ratio minus 0.50 to
1.00
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1.75 |
% |
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2.75 |
% |
Equal to or less than the Closing Date First Lien Net Leverage Ratio minus
0.50 to 1.00 but greater than the Closing Date First Lien Net Leverage Ratio minus 1.00 to 1.00
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1.50 |
% |
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2.50 |
% |
Equal to or less than the Closing Date First Lien Net Leverage Ratio minus
1.00 to 1.00
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1.25 |
% |
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2.25 |
% |
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Notwithstanding the foregoing, at all times following the consummation of a Qualifying IPO, the rates otherwise applicable
pursuant to the preceding provisions shall be reduced by 0.25%.
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Interest on loans and all fees will be payable in arrears on the basis of a 360-day
year (calculated on the basis of actual number of days elapsed), provided that interest on Base Rate Loans, when based on the Administrative Agent’s prime rate, will be payable in arrears on the basis of a
365-day year (or a 366-day year in a leap year), in each case calculated on the basis of the actual number of days
elapsed.
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B – I – 1
Project Boson – Incremental Term Facility Commitment Letter
Annex I to Exhibit B
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Interest will be payable on SOFR Loans on the last day of the applicable interest period (and at the end of each three
months, in the case of interest periods longer than three months) and upon prepayment, and on Base Rate Loans quarterly and upon prepayment.
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Default Rate:
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Same as the Existing Credit Agreement.
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B – I – 2
Project Boson – Incremental Term Facility Commitment Letter
Annex I to Exhibit B
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CONFIDENTIAL
|
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EXHIBIT C
|
Project Boson
$900.0 million Incremental Term Facility
“ Conditions Annex ” 1
The commitments of the Initial Lenders, the availability and funding of the Incremental Term Facility and the Lead
Arrangers’ and other agents’ agreements to perform the services described in this Commitment Letter are, in each case, subject solely to the satisfaction (or waiver by the Lead Arrangers) of the following conditions precedent:
1. Confirmation from the Borrower (in the form of an officer’s certificate) to the Lead Arrangers that,
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(a)
|
the Acquisition either (i) has been consummated or (ii) will be consummated in accordance with the
terms of the Acquisition Agreement substantially concurrently with the funding of the Incremental Term Facility; and
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(b)
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since its execution, the Acquisition Agreement has not been amended, supplemented, waived or modified
pursuant to its terms in a manner that in the aggregate (when taken as a whole) is materially adverse to the Commitment Parties, in their respective capacities as such, without the written consent of the Lead Arrangers (such consent not to be
unreasonably withheld, conditioned or delayed); provided that each Lead Arranger shall be deemed to have consented to such amendment, supplement, waiver or modification unless it shall object in writing thereto within three business days of
being notified or otherwise becoming aware of such amendment, waiver or modification;
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provided further , that
(i) an amendment, supplement, waiver or modification of the Acquisition Agreement that does not increase the cash purchase
price thereunder to be paid on the Closing Date or that has the effect of reducing the purchase price thereunder, will, in each case, be deemed not to be materially adverse to the interests of the Commitment Parties and any such reduction will be
allocated to reduce the Incremental Term Loans;
(ii) an amendment, supplement, waiver or modification of the Acquisition
Agreement that has the effect of increasing the purchase price thereunder will be deemed not to be materially adverse to the Commitment Parties if such increase is not funded with indebtedness for borrowed money incurred on the Closing Date (other
than indebtedness in form of borrowings under the Target’s existing revolving credit facility);
(iii) an amendment,
supplement, waiver or modification of the Acquisition Agreement to a provision requiring that the Acquisition not be consummated prior to a particular date or prior to consummation of a period of time, notwithstanding the satisfaction of conditions
to the consummation of the Acquisition set forth therein will be deemed not to be materially adverse to the Commitment Parties;
1
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All capitalized terms used but not defined in this exhibit have the meanings given to them in the Commitment
Letter to which this exhibit is attached, including the other exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this exhibit is determined by reference to
the context in which it is used.
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C – 1
Project Boson – Incremental Term Facility Commitment Letter
Exhibit C
and
(iv) any change to, or waiver with respect to, the definition
of “Company Material Adverse Effect” contained in the Acquisition Agreement will be deemed to be materially adverse to the interests of the Commitment Parties.
2. Since the Balance Sheet Date (as defined in the Acquisition Agreement as in effect on the date of this Commitment Letter)
there shall not have occurred a Company Material Adverse Effect (as defined in the Acquisition Agreement) that would result in the failure of a condition precedent to the Buyer or a subsidiary of the Buyer’s obligation to consummate the
Acquisition under the Acquisition Agreement or that would give the Buyer or a subsidiary of the Buyer’s party to the Acquisition Agreement the right (taking into account any notice and cure provisions) to terminate the Buyer’s or such
subsidiary of the Buyer’s obligations pursuant to the terms of the Acquisition Agreement.
3. The Commitment Parties
will have received an amendment to the Existing Credit Agreement, evidencing and setting forth the terms of the Incremental Term Facility, executed by the Borrower and the Guarantors, containing terms that are materially consistent with the
provisions of the Term Sheet and the Documentation Principles and subject to the Certain Funds Provision.
4. The
Commitment Parties will have received the following (collectively, the “ Closing Deliverables ”) in each case subject to the Certain Funds Provision and the Documentation Principles:
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(a)
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customary legal opinions from the Borrower’s counsel with respect to the Incremental Term Facility to
be funded on the Closing Date; provided that such legal opinions shall be limited to those delivered by the Borrower’s New York counsel and counsel engaged with respect to the jurisdiction of incorporation or organization of the
Borrower and each applicable Guarantor;
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(b)
|
an officer’s certificate containing (i) certification of organizational documents and appropriate
authorizing resolutions and (ii) a customary incumbency certificate from officers of the Loan Parties executing the Facility Documentation;
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(c)
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good standing certificates (to the extent applicable) from the Secretary of State or such other office of
the Loan Parties’ jurisdiction of organization;
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(d)
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a solvency certificate substantially in the form attached to the Existing Credit Agreement as Exhibit
I from the chief financial officer or other officer with equivalent duties of the Borrower; and
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(e)
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a borrowing request, which may be delivered on or prior to the Closing Date, which (if delivered prior to
the Closing Date) shall be deemed to be conditioned on the consummation of the Transactions.
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5. Subject
to the Certain Funds Provision, the accuracy of the Acquisition Agreement Representations and the Specified Representations in all material respects on and as of the Closing Date; provided that, to the extent that the Acquisition Agreement
Representations and the Specified Representations specifically refer to an earlier date, they shall be accurate in all material respects as of such earlier date.
6. Solely to the extent such financial statements have actually been delivered by the Borrower to the Buyer, the Lead Arrangers
shall have received any financial statements of the Borrower required to be delivered after the Original Commitment Letter Date in accordance with Section 6.01(a) and 6.01(b) of the Existing Credit Agreement.
C – 2
Project Boson – Incremental Term Facility Commitment Letter
Exhibit C
7. The Lenders will have received at least three Business Days (as defined
in the Acquisition Agreement) prior to the Closing Date (a) all outstanding documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate, that in each case has been requested
in writing at least ten Business Days (as defined in the Acquisition Agreement) prior to the Acquisition Date.
8. Payment
of fees and expenses due to the Commitment Parties under the Commitment Papers, to the extent such expenses are invoiced in reasonable detail at least two business days prior to the Acquisition Date (except as otherwise reasonably agreed to by the
Buyer) and required to be paid on the Closing Date, it being agreed that such fees and expenses may be paid with the proceeds of the funding of the Incremental Term Facility.
9. The Closing Date shall not occur prior to the date that is sixty (60) days after the Original Commitment Letter Date.
C – 3
Project Boson – Incremental Term Facility Commitment Letter
Exhibit C
### EX-99.(B)(2) - EX-99.(B)(2)
EX-99.(B)(2)
3
d847314dex99b2.htm
EX-99.(B)(2)
EX-99.(b)(2)
Exhibit (b)(2)
Execution Version
GUARANTY
GUARANTY , dated as of February 17, 2026 (this “ Guaranty ”), by Green Equity Investors VI, L.P.,
a Delaware limited partnership (“ GEI VI ”), and Green Equity Investors Side VI, L.P., a Delaware limited partnership (“ GEI Side VI ” and, together with GEI VI, the “ Guarantors ”, and each a
“ Guarantor ”), in favor of Mister Car Wash, Inc., a Delaware corporation (the “ Guaranteed Party ”).
1. GUARANTY . To induce the Guaranteed Party to enter into that certain Agreement and Plan of
Merger, of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”; capitalized terms used but not defined herein shall have the meanings given to such terms in the
Agreement), by and among MCW Parent, LP, a Delaware limited partnership (“ Parent ”), Boson Merger Sub Inc., a Delaware corporation (“ Merger Sub ”), the Guaranteed Party and, solely for the purposes of the Borrower
Provisions (as defined in the Agreement), Mister Car Wash Holdings, Inc., a Delaware corporation and wholly owned Subsidiary of the Guaranteed Party, pursuant to which, on the terms and subject to the conditions thereof, Parent will acquire the
Guaranteed Party and its Subsidiaries at the Closing pursuant to the Merger, each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally, severally but not jointly, guarantees to the Guaranteed Party (as primary
obligor and not merely as surety), on the terms and subject to the conditions set forth herein, the due and punctual payment, performance and discharge of such Guarantor’s Guaranteed Percentage (as defined below) of the payment obligations of
Parent to pay (i) the Parent Termination Fee, if and when payable pursuant to Section 8.3(c) of the Agreement, (ii) any Filing Fees, if and when payable by Parent pursuant to Section 8.3(e) of the Agreement and (iii) any out-of-pocket costs and expenses of the Guaranteed Party and interest accrued thereon, if, when and to the extent payable by Parent pursuant to Section 6.16(f) or
Section 8.3(f) of the Agreement (the aggregate amount of such obligations in clause (iii), the “ Recovery Amount ” and, together with the obligations in clause (i) and (ii), collectively, the “ Guaranteed
Obligations ”). It is expressly understood and agreed among the parties hereto that the obligations of the Guarantors set forth in this Guaranty shall be several and not joint among GEI VI and GEI Side VI and apportioned in the percentages
of 62.656667% and 37.343333%, respectively (for each such Guarantor, as applicable, its “ Guaranteed Percentage ”). In no event shall a Guarantor’s aggregate liability under this Guaranty exceed such Guarantor’s
Guaranteed Percentage of the sum of an amount equal to $51,750,000, plus the Recovery Amount and any Filing Fees (such limitation on the aggregate liability of each Guarantor for its Guaranteed Obligations being herein referred to as such
Guarantor’s “ Cap ”). The guaranty by the Guarantors of the Guaranteed Obligations under this Guaranty may be enforced only by the Guaranteed Party (and its legal successors and permitted assigns), and for the payment of money
only (provided that such payments may be required to be made to persons other than the Guaranteed Party as contemplated by the Agreement). All payments hereunder shall be made in lawful money of the United States, in immediately available funds.
If Parent fails to discharge all or any portion of the Guaranteed Obligations when due, then each Guarantor shall promptly pay, or cause
to be paid, to the Guaranteed Party its Guaranteed Percentage of such Guaranteed Obligations (up to each Guarantor’s Cap), and the Guaranteed Party may at any time and from time to time, at its option and in its sole discretion, for so long as
Parent has failed to discharge any of its Guaranteed Obligations, take any and all actions available
hereunder or under applicable Law to collect any Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to such Guarantor’s Cap. In addition, each
Guarantor hereby promises and agrees to make all payments hereunder free and clear of any deduction, offset, action, defense, claim or counterclaim of any kind, other than the defenses described in Section 3(c)(ii) .
2. NATURE OF GUARANTY . Each Guarantor’s liability hereunder is absolute, unconditional,
irrevocable and continuing irrespective of any rescission, compromise, modification, amendment or waiver of or any consent to departure from the Agreement or any of the other Transaction Documents. This Guaranty is an unconditional, present and
continuing guaranty of payment and not merely of collection. To the extent that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be, and is, returned to a Guarantor for any reason whatsoever
(other than in connection with the valid termination of such Guarantor’s obligations in accordance with Section 8 hereof or in other circumstances where such Guarantor is not liable to make such payment), each
Guarantor shall remain liable hereunder on the terms and subject to the conditions hereof as if such payment had not been made.
3. CHANGES IN OBLIGATIONS, CERTAIN WAIVERS .
(a) Without limiting the requirements of Section 14(b) , each Guarantor agrees that
the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of such Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent
for the extension, renewal, payment, compromise, modification, amendment, alteration, discharge or release thereof, in whole or in part, without in any way impairing or affecting such Guarantor’s obligations under this Guaranty or affecting
the validity or enforceability of this Guaranty. Each Guarantor agrees that, subject to the terms and provisions hereof, the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by:
(i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or any Guarantor; (ii) any change in the time, place, terms or manner of payment of any component
or portion of the Guaranteed Obligations, or any extension of the time of payment of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect
thereof, or any agreement entered into by the Guaranteed Party and Parent in connection therewith; (iii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise
interested in the transactions contemplated by the Agreement; (iv) any change in the corporate or partnership existence, structure or ownership of Parent, any Guarantor or any other Person now or hereafter liable with respect to the Guaranteed
Obligations or otherwise interested in the transactions contemplated by the Agreement; (v) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or any other Person now or hereafter liable with
respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Agreement, or any of their respective assets; (vi) the existence of any claim, set-off or other right
which (x) a Guarantor may have at any time against Parent, the Guaranteed Party, any of their respective Affiliates or representatives or any other Person or (y) Parent may have at any time against the Guaranteed Party or any other Person,
in each case described in the
2
foregoing clauses (x) and (y), whether in connection with the Guaranteed Obligations or otherwise; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining
payment related to the Guaranteed Obligations; (viii) the value, genuineness, validity, illegality or enforceability according to their terms of the Agreement or any agreement or instrument referred to herein or therein or (ix) any other
act or omission that may in any manner or to any extent vary the standing, liability or risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than payment of the Guaranteed Obligations or as
permitted by Section 3(c) hereof). To the fullest extent permitted by applicable Law, the Guarantors hereby expressly and irrevocably waive any and all rights or defenses arising by reason of any applicable Law which would
otherwise require any election of remedies by the Guaranteed Party. Each Guarantor expressly and irrevocably waives promptness, diligence, notice of the acceptance of this Guaranty and of the Guaranteed Obligations, presentment, demand for payment,
notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices required to be made to Parent pursuant to the
Agreement and notices pursuant to this Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshaling of assets of
Parent or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Agreement and all suretyship defenses generally. Each Guarantor acknowledges that it will
receive substantial direct and indirect benefits from the transactions contemplated by the Agreement and that the waivers, agreements, covenants, obligations and other terms set forth in this Guaranty are knowingly made and agreed to in
contemplation of such benefits.
(b) (i) Each Guarantor hereby unconditionally and irrevocably waives any
rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under or in respect of this Guaranty or any other agreement in connection
therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right, and (ii) no Guarantor shall exercise any rights against Parent unless and until all amounts payable by such
Guarantor under this Guaranty have been paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available
funds of all amounts payable by such Guarantor under this Guaranty, such amount shall be deemed in all respects to be received and held in trust for the benefit of the Guaranteed Party, shall be segregated and held separately from other property and
funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by such Guarantor
under this Guaranty.
3
(c) Notwithstanding anything to the contrary contained in
this Guaranty or otherwise, the Guaranteed Party hereby agrees that: (i) to the extent Parent is relieved of all or any portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in the
Agreement or pursuant to any other agreement with the Guaranteed Party, each Guarantor shall be similarly relieved of its corresponding payment obligations under this Guaranty; and (ii) each Guarantor shall have all defenses to the payment of
its obligations under this Guaranty that would be available to Parent under the Agreement with respect to the Guaranteed Obligations (other than any voluntary or involuntary insolvency, bankruptcy, reorganization, liquidation or other similar
proceeding affecting Parent), as well as any defenses in respect of any breach by the Guaranteed Party of this Guaranty.
(d) Each Guarantor hereby unconditionally and irrevocably waives any and all notice of the creation, renewal,
extension or accrual of any of the Guaranteed Obligations and notices of or proof of reliance by the Guaranteed Party upon this Guaranty or acceptance of this Guaranty. The Guaranteed Obligations and the Agreement, and any of them, shall
conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Guaranteed Party, on the one hand, and Parent or the Guarantors, on the other hand, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guaranty. When pursuing its rights and remedies hereunder against any Guarantor, the Guaranteed Party shall be under no obligation to pursue any rights and remedies the Guaranteed Party
may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue such other rights or remedies or collect any payments from Parent or any such
other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve any Guarantor of liability hereunder and shall not impair
or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.
(e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the
event that Parent becomes subject to an insolvency, bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect any Guarantor’s obligations hereunder.
4. NO WAIVER; CUMULATIVE RIGHTS . No failure to exercise, and no delay in exercising, any right,
remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy
and power hereby granted to the Guaranteed Party shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time in accordance with the terms of this Guaranty. The Guaranteed Party
shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of its rights against, Parent or any other Person now or hereafter liable for any Guaranteed Obligation prior to proceeding against the Guarantors,
and a separate action or actions may be brought and prosecuted by the Guaranteed Party against the Guarantors to enforce this Guaranty, irrespective of whether any action is brought against Parent, Merger Sub or any of their respective Affiliates,
or whether Parent, Merger Sub or any of their respective Affiliates is or are joined in any such action or actions.
4
5. REPRESENTATIONS AND WARRANTIES .
(a) Each Guarantor hereby represents and warrants (and, in the case of clause (iv), hereby covenants),
severally but not jointly, to the Guaranteed Party that:
(i) it is duly organized, in good standing and
validly existing under the Law of its jurisdiction of organization; it has all requisite limited partnership or other power and authority to execute, deliver and perform this Guaranty; the execution, delivery and performance of this Guaranty have
been duly authorized by all necessary action and do not and will not (with or without notice or lapse of time, or both) contravene, conflict with or result in any violation of any provision of such Guarantor’s limited partnership agreement,
operating agreement or similar organizational documents or any applicable Law, or contractual restriction binding on such Guarantor or its assets; and the Person executing and delivering this Guaranty on behalf of the Guarantor is duly authorized to
do so;
(ii) except as set forth in or contemplated by the terms and provisions of the Agreement,
(A) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guaranty by such Guarantor have been obtained or made and
all conditions thereof have been duly complied with, and (B) no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Guaranty by such
Guarantor;
(iii) this Guaranty has been duly executed and delivered by the Guarantor and, upon due
execution and delivery hereof by the Guaranteed Party, constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to the effect of any Enforceability Limitations; and
(iv) such Guarantor has, and will maintain until the termination of this Guarantee, the financial capacity
to pay and perform its obligations under this Guaranty, and assets necessary for such Guarantor to fulfill its obligations under this Guaranty for so long as this Guaranty shall remain in effect in accordance with Section 8
hereof.
(b) The Guaranteed Party hereby represents and warrants to each Guarantor that it has all
requisite power and authority to execute and deliver this Guaranty and the execution, delivery and performance of this Guaranty have been duly authorized by all necessary action and do not contravene any provision of the Guaranteed Party’s
charter, bylaws or any applicable Law, and the Person executing and delivering this Guaranty on behalf of the Guaranteed Party is duly authorized to do so.
5
6. NO ASSIGNMENT . None of the Guarantors or the
Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other Person (by operation of Law or otherwise) without the prior written consent of the Guaranteed Party (in the case of an assignment or delegation by
one or more Guarantors) or the Guarantors (in the case of an assignment or delegation by the Guaranteed Party); provided , however , that each Guarantor may assign or delegate all or part of its rights, interests and obligations
hereunder, without the prior written consent of the Guaranteed Party, to another Guarantor, one or more of its Affiliates or any Person managed or advised by an Affiliate of any Guarantor; provided , further , that no such assignment or
delegation shall relieve such Guarantor of its obligations hereunder as the primary obligor and all representations, warranties and covenants shall be deemed to be those of such Guarantor and such assignee. Any attempted assignment in violation of
this Section 6 shall be null and void and of no force or effect.
7.
NOTICES . All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (i) four Business Days after being sent by registered or certified mail,
return receipt requested, postage prepaid; (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (iii) immediately upon delivery by hand or by email
transmission (provided that no “bounce back” or similar message of non-delivery is received with respect thereto), in each case of the preceding clauses (i) through (iii), to the applicable
party’s address set forth in Section 9.2 of the Agreement; provided , that notices, requests, claims, demands and other communications to the Guarantors shall be sent to:
c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, CA 90025
Attention: Jonathan Seiffer; Joshua Farran
Email: [***]
with a copy (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
1999 Avenue of the Stars, 29 th Floor
Los Angeles, CA 90067
Attention: Gregory B. Klein; Michael W. Kaplan
Email: gregory.klein@stblaw.com; michael.kaplan@stblaw.com
8. CONTINUING GUARANTY . Subject to Section 3(c) above, this Guaranty may
not be revoked or terminated and shall remain in full force and effect and shall be binding on each Guarantor, its successors and permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors
and permitted assigns until all of the Guaranteed Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, or anything express or implied in this Guaranty or otherwise, this Guaranty shall terminate and the Guarantors shall
have no further obligations under or in connection with this Guaranty as of the earliest of: (a) the Closing if, and only if, the Closing occurs in accordance with the terms of the Agreement and Parent has paid all amounts it is required to pay
under the Agreement; (b) the valid termination of the Agreement in accordance with its terms in circumstances in which Parent has no liability to
6
make any payment for any portion of the Guaranteed Obligations; and (c) the receipt by the Guaranteed Party of the indefeasible payment in full of the Guaranteed Obligations payable under
this Guaranty (subject to each Guarantor’s Cap). Notwithstanding the foregoing, or anything express or implied in this Guaranty or otherwise, in the event that the Guaranteed Party or any of its controlled or controlling Affiliates, or any
directors or officers of any of the foregoing (other than the Recused Directors or any Person acting at the direction of any Recused Director), asserts a claim in writing in any Legal Proceeding (i) that the provisions of
Section 1 hereof limiting each Guarantor’s liability hereunder to its respective Cap and limiting the enforcement hereof to the payment of money only or the provisions of this Section 8 or
Section 3(c) , Section 9 or Section 10 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that any Guarantor is liable in respect of the Guaranteed
Obligations in excess of or to a greater extent than its Cap, or (iii) any theory of liability against any Recourse Party or any Non-Recourse Party (each as defined in Section 9
hereof) under this Guaranty, the Agreement, or any other agreement or instrument delivered in connection with this Guaranty or the Agreement, other than Retained Claims (the claims described in clauses (i)-(iii), each, a “ Terminable
Claim ”), in each case, solely to the extent that such Terminable Claim is not dismissed or withdrawn by the Guaranteed Party or its applicable controlled Affiliate within five (5) Business Days following the date the Guaranteed Party
is notified in writing by a Guarantor that such claim is a Terminable Claim (together with a reasonably detailed explanation as to why such claim constitutes a Terminable Claim), then: (A) the obligations of the Guarantors under this Guaranty
shall terminate ab initio and be null and void; (B) if any Guarantor has previously made any payments under this Guaranty, it shall be entitled to recover and retain such payments; and (C) neither the Guarantors (in their capacity
as such) nor any other Non-Recourse Parties (in their capacity as such) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the
Guaranteed Party in any way under or in connection with this Guaranty, the Agreement, any other agreement or instrument delivered in connection with this Guaranty or the Agreement, or the transactions contemplated hereby or thereby.
9. NO RECOURSE . The Guaranteed Party acknowledges and agrees that, as of the date hereof, the sole
assets of Parent (other than contract rights and ownership of capital stock in Merger Sub) is cash in a de minimis amount (less than $1,000) and that no additional funds are expected to be contributed to Parent unless and until the Closing
occurs under the Agreement. Notwithstanding anything that may be expressed or implied in this Guaranty or any document or instrument delivered in connection herewith or otherwise, and notwithstanding the fact that the Guarantors may be partnerships,
by its acceptance of the benefits of this Guaranty, the Guaranteed Party acknowledges and agrees that: (a) no Person other than the Guarantors (and their respective legal successors and permitted assigns) shall have any obligations under or in
connection with this Guaranty, (b) none of the Guarantors shall have obligations under or in connection with this Guaranty except as expressly provided by this Guaranty, and (c) no liability shall attach to, and no recourse shall be had by
the Guaranteed Party or any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them under any theory of liability (including without limitation by attempting to pierce a corporate, limited
liability company or partnership veil, by attempting to compel Parent to enforce any rights that it may have against any Person, by attempting to enforce any assessment, or by attempting to enforce any purported right at law or in equity, whether
sounding in contract, tort, statute or otherwise) against any Recourse Party or any Non-Recourse Party in any way under this Guaranty, the Agreement, or any other agreement or instrument delivered in
connection with this Guaranty or the Agreement, or the
7
transactions contemplated hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), except that, notwithstanding the foregoing: (i) the
Guaranteed Party (and its legal successors and permitted assigns) may assert claims against Leonard Green & Partners, L.P. (and its legal successors and permitted assigns) under, and pursuant to the terms and conditions of, the
Confidentiality Agreement; (ii) the Guaranteed Party (and its legal successors and permitted assigns) may assert claims against the Guarantors (and their respective legal successors and permitted assigns of their obligations hereunder) under,
and pursuant to the terms and conditions of, this Guaranty (subject in each case to each such Guarantor’s Cap); (iii) the Guaranteed Party (and its legal successors and permitted assigns) may assert claims against Parent and Merger Sub (and
their respective legal successors and permitted assigns) to enforce their respective obligations under the Agreement in accordance with and pursuant to the terms and conditions of the Agreement; and (iv) the Guaranteed Party (and its legal
successors and permitted assigns) may assert claims against the Principal Stockholders and Parent (and their legal successors and permitted assigns) to enforce their respective obligations under the Support Agreement in accordance with and pursuant
to the terms and conditions of the Support Agreement (the claims described in clauses (i) through (iv) collectively, the “ Retained Claims ”). As used herein, the term “ Recourse Parties ” shall mean,
collectively, Parent, Merger Sub, the Guarantors and Leonard Green & Partners, L.P. (and their respective legal successors and permitted assigns of its obligations hereunder), and the term
“ Non-Recourse Parties ” shall mean, collectively, the Recourse Parties’ respective former, current or future equity holders, controlling persons, directors, officers, employees, agents,
general or limited partners, investment funds, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents,
general or limited partners, investment funds, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future estates, heirs, executors, administrators, trustees,
successors or assigns of any of the foregoing, and any financial institution which provides or is committed to provide financing in connection with the transactions contemplated by the Agreement; provided that none of the Recourse Parties
shall be Non-Recourse Parties. The Guaranteed Party hereby covenants and agrees that, except with respect to the Retained Claims asserted by the applicable Persons specified in the second sentence of this
Section 9 against the Recourse Party(ies), against which such Retained Claims may be asserted in accordance with the second sentence of this Section 9 , it shall not, and shall cause its Affiliates
not to, institute any proceeding or bring any claim in any way under or in connection with this Guaranty, the Agreement, any other agreement or instrument delivered in connection with this Guaranty or the Agreement, or the transactions contemplated
hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against (A) the Non-Recourse Parties or (B) the Guarantors or any other Recourse Parties.
10. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL .
(a) This Guaranty shall be governed by, interpreted, construed and enforced in accordance with the laws of the
State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this Guaranty, whether sounding in contract, tort or statute, shall be governed by the internal laws of the State of Delaware, including its
statute of limitations, without giving effect to any conflict-of-laws or other rules that would result in the application of the Laws or statutes of limitations of a
different jurisdiction.
8
(b) Each of the Guarantors and the Guaranteed Party:
(i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Guaranty, the Guaranteed
Obligations or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with this Section 7 or in such other manner as may be permitted by applicable Law, and
nothing in this Section 10 will affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its
properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, solely if the Court of Chancery of the
State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware (and any appellate court therefrom) or, solely if any federal court within the State of Delaware declines to accept
jurisdiction over such a matter, any state court within the State of Delaware (and any appellate court therefrom)) (the “ Chosen Courts ”) in the event that any dispute or controversy arises out of this Guaranty, the Guaranteed
Obligations or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising
in connection with this Guaranty, the Guaranteed Obligations or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (v) irrevocably and unconditionally waives any objection that it may now or
hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal
Proceeding relating to this Guaranty, the Guaranteed Obligations or the transactions contemplated hereby in any court other than the Chosen Courts. Notwithstanding the foregoing, each of the parties hereto agrees that a final judgment in any Legal
Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS GUARANTY OR THE
GUARANTEED OBLIGATIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING
(WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY, THE GUARANTEED OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS GUARANTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
9
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY, AND (IV) IT HAS
BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(c) .
11. COUNTERPARTS . This Guaranty and any amendments hereto may be executed in one or more
counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed (including by electronic signature) by each of the parties hereto and delivered to the other parties,
it being understood that all parties need not sign the same counterpart. Any such counterpart, to the extent delivered by an Electronic Delivery, will be treated in all manner and respects as an original executed counterpart and will be considered
to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity.
12. THIRD PARTY BENEFICIARIES . This Guaranty shall be binding upon and inure solely to the benefit
of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Guaranty is intended to, shall or shall be construed to, confer upon any other Person any benefits, rights or remedies under or by
reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Guaranty, the parties hereto intend that all Recourse Parties other than the Guarantors and all Non-Recourse Parties shall be, and such Recourse Parties and Non-Recourse Parties are, intended third party beneficiaries of the terms of this Guaranty which reference the
Recourse Parties and the Non-Recourse Parties, as applicable, and may rely on and enforce such provisions of this Guaranty.
13. CONFIDENTIALITY . This Guaranty shall be treated as confidential and is being provided to the
Guaranteed Party solely in connection with the transactions contemplated by the Agreement. This Guaranty may not be used, circulated, quoted or otherwise referred to in any document (other than the Transaction Documents), except with the prior
written consent of the Guarantors in each instance; provided , that no such written consent is required for any disclosure of the existence or terms of this Guaranty by the Guaranteed Party (i) to the extent compelled by any Governmental
Authority, required by applicable Law or as requested or required in connection with any Legal Proceeding ( provided that the Guaranteed Party will provide the Guarantors an opportunity to review such required disclosure in advance of such
public disclosure being made, which review shall not unreasonably delay such public disclosure), (ii) to the extent that the information is already publicly available other than as a result of a breach of this Guaranty or the Agreement by the
Guaranteed Party or any other Person, (iii) pursuant to any Legal Proceeding relating to the Agreement, any other Transaction Document or the transactions contemplated thereby or (iv) to the Guaranteed Party’s Representatives and
Affiliates who reasonably need to know of the existence of this Guaranty or the Agreement and are subject to confidentiality obligations.
10
14. MISCELLANEOUS .
(a) This Guaranty and the documents and instruments and other agreements among the parties hereto as
contemplated by or referred to herein, including the Agreement, the Confidentiality Agreement and the Support Agreement, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth in this Guaranty, (i) the Confidentiality Agreement will (A) not
be superseded, (B) survive any termination of this Guaranty, and (C) continue in full force and effect until the earlier to occur of the Effective Time and the date on which the Confidentiality Agreement expires in accordance with its
terms or is validly terminated by the parties thereto. Neither the Guaranteed Party nor any of its Affiliates is relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written
or oral, made by or on behalf of the Guarantors, any other Recourse Party or any Non-Recourse Party in connection with this Guaranty except as expressly set forth herein or in the Agreement, the
Confidentiality Agreement or any other Transaction Document. The Guarantors and their Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral,
made by or on behalf of the Guaranteed Party in connection with this Guaranty except as expressly set forth herein or in the Agreement, the Confidentiality Agreement or any other Transaction Document.
(b) Subject to applicable Law and subject to the other provisions of this Guaranty, this Guaranty may only be
amended by the Guarantors and the Guaranteed Party by execution of an instrument in writing signed on behalf of each of the Guarantors and the Guaranteed Party (pursuant to authorized action by the Special Committee or, if required under applicable
Law, the Company Board (acting upon the recommendation of the Special Committee)).
(c) In the event that
any provision of this Guaranty, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Guaranty will continue in full force and effect, and the application
of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace such void or unenforceable provision of this Guaranty with a valid and
enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision; provided , however , that, notwithstanding anything to the contrary contained in this
Guaranty, this Guaranty may not be enforced without giving effect to Section 1 hereof limiting each Guarantor’s liability to its respective Cap and limiting enforcement hereof to the payment of money and the remedies
set forth in Section 14(e) , Section 3(c) , Section 8 , Section 9, Section 10 , Section 12 , and this
Section 14 . Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and Representatives not to assert, that this Guaranty or any part hereof is invalid, illegal or
unenforceable in accordance with its terms.
11
(d) Section 1.3 of the Agreement shall apply to this
Guaranty, mutatis mutandis , other than Section 1.3(d) and Section 1.3(o)-(q).
(e) The
Guarantors acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the Guarantors do not perform the provisions of this Guaranty in accordance with
its specific terms or otherwise breach such provisions. The Guarantors acknowledge and agree that (i) the Guaranteed Party will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction,
specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Guaranty and to enforce specifically the terms and provisions hereof; and (ii) the right of specific enforcement of this Guaranty is an
integral part of this Guaranty and the Agreement and without that right, the Guaranteed Party would not have entered into the Agreement or the other Transaction Documents. Each Guarantor agrees not to raise any objections to (A) the granting of
expedited proceedings or an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of this Guaranty, and (B) the specific performance of the terms and provisions of this Guaranty to
prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of the Guarantors pursuant to this Guaranty. Each Guarantor agrees that it will not oppose the granting of expedited proceedings or
an injunction, specific performance or any other equitable relief on the basis that the Guaranteed Party or any other Person has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law
or in equity. The Guaranteed Party will not be required to provide any bond or other security in connection with such injunction or enforcement, and each Guarantor irrevocably waives any right that it may have to require the obtaining, furnishing or
posting of any such bond or other security.
[ Remainder of page intentionally left blank ]
12
IN WITNESS WHEREOF, each of the Guarantors has caused this Guaranty to be
executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.
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GUARANTORS :
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GREEN EQUITY INVESTORS VI, L.P.
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By: GEI Capital VI, LLC, its general partner
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By:
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/s/ Jonathan Seiffer
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Name: Jonathan Seiffer
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Title: Senior Vice President
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GREEN EQUITY INVESTORS SIDE VI, L.P.
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By: GEI Capital VI, LLC, its general partner
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By:
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/s/ Jonathan Seiffer
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Name: Jonathan Seiffer
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Title: Senior Vice President
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[ Signature Page to Guaranty ]
IN WITNESS WHEREOF, the Guaranteed Party has caused this Guaranty to be
executed and delivered as of the date first written above by its officer thereunto duly authorized.
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GUARANTEED PARTY :
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MISTER CAR WASH, INC.
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By:
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/s/ John Lai
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Name: John Lai
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Title: President and Chief Executive Officer
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[ Signature Page to
Guaranty ]
### EX-99.(C)(3) - EX-99.(C)(3)
EX-99.(C)(3)
4
d847314dex99c3.htm
EX-99.(C)(3)
EX-99.(c)(3)
Exhibit (c)(3)
[***] indicated information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended. This information has been filed separately with the Securities Exchange Commission.
February 17, 2026 Project Boson Discussion Materials CENTER,VIEW PARTNERS
1 This presentation has been prepared by Centerview Partners LLC (“Centerview”) for
use solely by the Special Committee of the Board of Directors (“Committee”) of Mister Car Wash, Inc. (the “Company”) (in its capacity as such) 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, including with respect to estimates of potential synergies, 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 (“Management”) and as to the future financial performance of the Company, and at your
direction Centerview has relied upon such forecasts, as provided by Management, with respect to the Company, including as to expected synergies. 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 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 the Company 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. Disclaimer CENTER,VIEW PARTNERS
2 Summary of Process Negotiation Developments Since Jan. 16 Following the January 16, 2026, meeting with the
Committee, financial advisors, at the Committee’s instruction, went back to Leonard Green (“Laser”) requesting that it increase its proposal from $6.25 per share – [], the only other remaining bidder, also
informed financial advisors that it would no longer be participating in the process – [] reached out to advisors inquiring about the process, but decided not to participate On January 22, Laser submitted a revised
non-binding LOI at $6.75 per share – At the Committee’s instruction, financial advisors went back to Laser and countered at $7.50 per share On January 29, Laser submitted a further
revised non-binding LOI at $6.90 per share – At the Committee’s instruction, financial advisors went back to Laser and countered at $7.10 per share On January 30, an initial markup of
the draft Merger Agreement was shared by Laser’s legal advisors with the Special Committee, which is currently being negotiated On January 31, Laser informed the Committee it was prepared to submit a “best and final” non-binding LOI at $7.00 per share – The Committee directed its representatives to convey to Laser that the Committee is tentatively amenable to moving forward at a $7.00 per share price, subject to
satisfactory negotiation of deal documents and final Committee approval The Committee and its advisors are targeting a transaction announcement on February 18, 2026, concurrent with the Company’s Q4 2025 earnings REDACTED REDACTED
CENTER,VIEW PARTNERS
3 Laser Proposal Summary Reverse triangular merger $7.00 per share
100% cash consideration, with rollover by Laser and certain executives Constitutes a 13e-3 transaction Laser will deliver stockholder approval at signing Consideration and Structure Financing
No financing condition Debt commitment letter delivered at signing; proceeds used to fund the merger consideration payable at closing Customary private equity deal structure, with specific performance available if the debt
has or will be funded, subject to certain features associated with accordion Certain Closing Conditions Inside date of April 20, 2026 Customary closing conditions, including: – Stockholder approval (to be received
immediately after signing) – Necessary regulatory approvals – No law or court order enjoining or making illegal the transaction – No Material Adverse Effect on the Company Requirements associated with the accordion debt
facility Certain Termination Provisions Customary termination rights, including: – By either party if any law or order prohibits the transaction – By either party if the transaction has not been completed within four months of
signing – By Laser or the Company, as applicable, if the other party’s uncured breach or failure to perform would cause a closing condition to fail – By the Company, to accept a Superior Proposal (but only until 5:00pm on
April 18, 2026) – By the Company, for Laser’s failure to close when obligated to do so Termination Fees Company’s termination fee: $31.25mm Parent’s termination fee: $51.75mm Antitrust
Customary reasonable best efforts obligation to obtain required approvals, including obligation to divest assets of the Company as required Laser must contest and defend any litigation challenging the transaction on regulatory grounds
Rollover Agreement/ Support Agreement Rollover and support agreements from rolling stockholders, including support for a topping bid Support agreement permits the Company to dividend Parent’s termination fee to the non-Laser stockholders if it is paid Termination Fee Triggers The Company’s termination fee is payable if: – The Company terminates to accept a Superior Proposal – Parent terminates for
the Company’s breach and, generally speaking, the Company enters into a change-of-control transaction within 12 months of termination Parent’s
termination fee is payable if: – The Company terminates for Laser’s breach (including failure to close when obligated to do so) – Either party terminates (i) due to any law or order prohibits the transaction (but fee only
payable if the Company had the right to terminate for Laser’s breach (including failure to close when obligated to do so) or (ii) following the outside date (but fee only payable if the Company had the right to terminate for Laser’s
breach) [Subject to revision; Board should refer to Legal Counsel’s summary of transaction documents] r ( ) r [ ] [ ] [ ] CENTER,VIEW PARTNERS
4 Summary of Laser’s Offer Value Source: Management’s January 2026 Long-Range Plan
(“Management Projections”), Company Filings, FactSet as of February 13, 2026. Note: Dollars in millions, except per share amounts. (1) October 17, 2025 was the last trading day prior to The Deal reporting that the Company
was exploring strategic options. (2) Fully diluted shares outstanding includes basic shares of ~328.5mm, options and RSUs as of February 13, 2026. (3) Reflects unaudited Q4’25 balance sheet data as provided by Management on
February 13, 2026; debt of $810mm and cash of $28mm as of December 31, 2025. (4) Reflects unaudited 2025 financials provided by Management on February 13, 2026. Multiples (2) (3) Premia (1) Current Unaffected (4) Proposal
Metric $7.00 Share Price Premium to: Unaffected Price (10/17/25) $4.79 +46.1% 30-Day VWAP 5.22 +34.2% 60-Day VWAP 5.53 +26.5%
52-Week Low (10/13/25) 4.68 +49.6% 52-Week High (2/28/25) 8.49 (17.6%) Current Price (2/13/26) $5.97 +17.3% 30-Day VWAP 5.85
+19.6% 60-Day VWAP 5.64 +24.1% 52-Week Low (10/13/25) 4.68 +49.6% 52-Week High (2/28/25) 8.49 (17.6%) Proposal Metric $7.00
Diluted Shares Outstanding 336.5 Total Equity Value 2,355 (+) Net Debt 782 Total Enterprise Value $3,137 Enterprise Value / EBITDA: Management LRP—CY’25A $345 9.1x Management LRP—CY’26E 360 8.7x Consensus CY’25E 342
9.2x Consensus CY’26E 369 8.5x [ ] [ ] CENTER,VIEW PARTNERS
Preliminary Valuation Analysis Methodology Assumption Implied Share Price Value 52-Week Trading Range 52-Wk High: 02/28/2025 $4.70 $8.50 Analyst Price Target Range Public Trading Comps Discounted Cash Flow Analysis 52-WkLow: I 0/ 13/2025 High: Jefferies Low: Goldman Sachs 7.0x-9.0x ‘26E EBITDA of $360mm WACC: I 0.0%—12.0% L TM Exit Multiple: 7.5x-9.5x Source: Management Projections, Company Filings, FactSet as of February 13, 2026. $5.25 $5.20 $7.30 $ .... I i I Laser Proposal: $7 .00 Note: Dollars in millions, except per share amounts. Fully
diluted shares outstanding includes basic shares of—328.5mm, options and RSUs as of February 13, 2026. Analysis reflects unaudited Q4’25 balance sheet data as provided by Management as of February 13, 2026; debt of $8 10mm and
cash of $28mm as of December 31, 2025. ( I) Implied share price values rounded to nearest $0.05. (2) Ranges as of February 13, 2026. (3) EBITDA figures reflect Management Projections, excluding M&A contribution. (4) DCF valuation
date of December 31, 2025. $11.00 $9.25 CENTER,VIEW PARTNERS 5
Analyst Price Targets Latest Broker Report Date Stephens 2/ 11 /2025 Morgan Stanley 1/ 15/2026
UBS 11/ 17/2025 JPM 1 I /6/2025 Stifel 11/3/2025 Guggenheim I 0/31 /2025 BMO Capital Mar kets I 0/30/2025 Goldman Sachs I 0/30/2025 Jeffer ies I 0/30/2025 Mizuho I 0/30/2025 Raymond James I 0/30/2025 Wells Fargo I 0/30/2025 Baird I 0/29/2025 BofA
10/29/2025 Piper Sandler I 0/29/2025 W olfe 10/29/2025 Median Source: FactSet and Wall Street research as of February 13, 2026. Note: Brokers sorted by report date. Price T arget Recommendation Valuation Methodology $7.50 Buy n.a. 6.50 n.a.
6.25 H-,ld I Ox ‘27E EPS 8.00 Buy 9x ‘27E EBITDA 7.50 H Id n.a. 8.00 Buy I 0.3x ‘26E EBITDA 9.00 Buy I 7x ‘27E EPS 5.25 Sell 7x ‘27E EBITDA 11.00 Buy I 2x ‘26E EBITDA 8.00
Buy 9x ‘27E EBITDA 8.00 Buy I 7x ‘26E EPS / I 5x ‘27E EPS 7.00 Buy 8.5x ‘26E EBITDA 8.00 Buy 8.5x ‘27E EBITDA 7.00 Buy 14x ‘26E EPS 6.00 H Id I 2x ‘27E EPS 7.00 Buy n.a. Hold $7.50 25%(4) CENTER,VIEW
PARTNERS 6
7 ‘25A/E EBITDA EV / EBITDA ‘25A/E—‘27E CAGR ‘26E
EBITDA—Capex ‘25A/E Net Company Mkt. Cap EV 2025A/E 2026E Revenue EBITDA Margin (% of Sales) Leverage(1) Valvoline $4,950 $6,871 13.2x 12.2x +8% +10% 27% 13% 3.7x Monro 752 1,033 10.1x 9.9x +1% +5% 9% 6% 2.7x Driven Brands 2,824 4,425
9.8x 8.5x +10% +13% 25% 14% 3.6x Peer Median 10.1x 9.9x +8% +10% 25% 13% 3.6x Current Mister Car Wash (Consensus) $2,008 $2,789 8.2x 7.6x +7% +8% 33% 8% 2.3x Mister Car Wash (Mgmt. Projections)(2) 2,008 2,789 8.1x 7.7x +8% +7% 32% 9% 2.3x Unaffected
(October 17, 2025) Mister Car Wash (Consensus) $1,595 $2,435 7.2x 6.6x +7% +9% 33% 9% 2.5x Mister Car Wash (Mgmt. Projections)(2) 1,595 2,435 7.0x 6.8x +8% +7% 32% 9% 2.4x Comparable Companies Analysis Source: Management Projections and FactSet as
of February 13, 2026. Note: All metrics shown reflect calendar year ending December 31st. Peers sorted by 2026E EBITDA multiple. (1) MCW unaffected leverage reflects balance sheet data as of Q2’25 and LTM EBITDA as of
October 17, 2025. (2) 2025 figures reflect unaudited financials provided by Management on February 13, 2026. (Dollars in millions, except per share amounts) CENTER,VIEW PARTNERS
8 Discounted Cash Flow Analysis Source: Management Projections; FactSet and Bloomberg as of
February 13, 2026. Note: Valuation date of December 31, 2025; Management Projections include impact of future M&A projected by Management. (Dollars in millions, except per share amounts) Fiscal Year Ending December, Terminal ‘26-‘30E 2026E 2027E 2028E 2029E 2030E Year CAGR Revenue $1,124 $1,221 $1,337 $1,472 $1,620 $1,620 +9.6% Growth (%) +6.4% +8.7% +9.5% +10.0% +10.1% Adjusted EBITDA $364 $403 $448 $506 $572 $572 +12.0%
Margin (%) 32.4% 33.0% 33.5% 34.4% 35.3% 35.3% (–) D&A (89) (92) (95) (97) (100) (75) (–) SBC (31) (31) (32) (33) (34) (34) Adjusted EBIT $244 $280 $321 $375 $437 $462 +15.7% Margin (%) 21.7% 22.9% 24.0% 25.5% 27.0% 28.5% (–)
Taxes (3) (3) (4) (6) (12) (120) Effective Tax Rate (%) 1.1% 1.1% 1.4% 1.5% 2.8% 26.0% NOPAT $241 $277 $317 $369 $425 $342 +15.2% (–) Growth CapEx (30) (32) (34) (36) (38) (38) (–) Maintenance CapEx (29) (31) (33) (35) (37) (37)
(–) Greenfield CapEx (169) (143) (124) (130) (129) – (–) M&A (79) (79) (79) (79) (79) – (–) Incr. in NWC 8 9 10 10 11 2 (+) D&A 89 92 95 97 100 75 Unlevered FCF $31 $93 $151 $197 $253 $344 +68.7% Implied TEV
($mm) Implied Share Price Implied PGR Exit Multiple Exit Multiple Exit Multiple WACC 7.5x 8.5x 9.5x 7.5x 8.5x 9.5x 7.5x 8.5x 9.5x 10.0% $3,197 $3,552 $3,907 $7.20 $8.20 $9.25 +1.5% +2.4% +3.2% 11.0% 3,065 3,404 3,743 6.80 7.80 8.80 +2.4% +3.3% +4.1%
12.0% 2,939 3,263 3,587 6.40 7.35 8.35 +3.2% +4.2% +5.0% CENTER,VIEW PARTNERS
9 Comparable Companies Example WACC Calculation Beta Market Debt Debt / Debt / Peer Levered
(1) Unlevered (2) Cap ($bn) ($bn) Equity Capital Cost of Equity Valvoline 0.84 0.66 $5.0 $1.7 34% 25% Risk Free Rate(3) 4.6% Driven Brands 0.87 0.58 2.8 1.7 62% 38% Unlevered Beta(4) 0.66 Monro 0.92 0.88 0.8 0.0 6% 6% Debt / Equity (Peer
Median)(5) 34.0% Median 0.87 0.66 34% 25% Levered Beta 0.83 Historical Risk Premium(6) 7.4% MCW (Unaffected) 1.08 0.76 $1.6 $0.9 53% 35% Size Premium(7) 1.1% Cost of Equity 11.8% MCW (Current) 0.95 0.64 $2.0 $0.8 40% 28% Cost of Debt WACC
Sensitivity Analysis Pre-Tax Cost of Debt(8) 8.0% Tax Rate 26.0% Debt / Unlevered Beta Equity 0.60 0.75 0.90 After-Tax Cost of Debt 5.9% 10% 10.0% 11.1% 12.2% Debt to
Cap 25.4% 25% 9.9% 11.0% 12.0% Equity to Cap 74.6% 40% 9.8% 10.9% 11.9% WACC(9) 10.3% Illustrative Mister Car Wash Cost of Capital Calculation Source: Bloomberg, Kroll, and FactSet as of February 13, 2026. Note: Peers ordered by market
capitalization. (1) Reflects adjusted 2-year weekly beta per Bloomberg. (2) Unlevered beta equals (Levered Beta / (1 + ((1 – Tax Rate) * Debt / Equity)). (3) Reflects current yield on 20-Year U.S. Treasury. (4) Reflects peer median Unlevered Beta. (5) Reflects peer median Debt / Equity ratio. (6) Reflects long-horizon historical expected equity risk premium per Kroll.
(7) Reflects size premium per Kroll based on current market capitalization. (8) Estimated Marginal Cost of Unsecured Debt. (9) WACC equals ((Debt / Capitalization * (Cost of Debt * (1 – Tax Rate))) + (Equity / Capitalization *
Levered Cost of Equity)). As of the Unaffected Date (October 17, 2025) As of February 13, 2026 ‘—► ‘—► CENTER,VIEW PARTNERS
Appendix CENTER,VIEW PARTNERS
EV / NTM EBITDA Multiples Over Time Mister Car Wash’s multiple has compressed and is
trading at a discount to Valvoline, Driven Brands and Monro; Strategic review speculation appears to have supported multiple 19.0x 17.0x EV/ NTM EBITDA Multiples Over the Last Two Years EV I NTM EBITDA Multiples Over Time 2-Yr Avg I-Yr Avg 6-Mo Avg @ Unaff. Current — Mister 9.lx 8.lx 7.2x 6.7x 7.Sx llrlnfs 8.4x 8.4x—x 12.Sx I l.3x -
MONRO 8.0x 7.Sx Peer Me dian 8.4x 8.4x ~ vs. Peer Median 0.7x (0.3x) 8. lx I I.Ix 8.2x 8.2x (0.9x) 8.0x I I.Ix 7.8x 8.0x (l.2x) 8.4x 12.0x 9.8x 9.8x (2.3x) IS.Ox 13.7x 13.0x 12.lx 12.0x I I.Ox 9.0x 8.Sx 8.0x 7.0x 5.0x 3.0x Feb-24 May-24 Consumer Confidence’2! 79 77 Source: FactSet as of February 13, 2026. Aug-24 66 February 25th 2025 DRVN
Announces Sole of US Car Wash for—7. 7x ‘24A EBITDA Nov-24 Feb-25 71 72 ————- October I ‘Jlh. 2025(/J Leak of Strategic Review:
6.7x May-25 Aug-25 52 62 8.4x ~— ‘ 7.Sx December 2nd 2025 DRVN Announces Sale of International Car Wash for—6. Ix LTM EBITDA Nov-25 Feb-26 54 56 ( I) October 17, 2025 was the last trading day prior to The Deal reporting that Mister Car Wash was exploring strategic options. CENTER,VIEW PARTNERS
(2) Reflects University of Michigan survey of consumers. II
Mister Car Wash Faces Several Structural Challenges vs. Peers [
Sub-Sector Discretionary Nature r Competitive Landscape ‘” r Long-Term Runway ‘” FCF Generation CapEx (‘25AIE % Sales) I l ., ~ “I ~
“I ~ EBITDA—CapEx (‘25AIE % Sales) Franchise Mix (Store Count Mix) MI, S ter., ll,_ ~Drl~reii=Br=an=d=s·— VYatvu llne. MAUTOHOIMClN,(dTRIRICIIOITIRS Car Wash More discretionary - can be deferred, easier for DIY,
subscription subject to trade-down Many large platforms backed by private equity More developed from accelerated buildout in 2022 / 2023; participants still adding more locations Higher CapEx needs 24%(2) 9%(2) -% I I Oil Change, Auto Glass, Oil
Change Tire Replacement I Car Repair, Heavy Collision and Other Repair .I I I I Less discr etionary—more difficult for consumers to defer or DIY I I I I I I Sectors led by strategics with long tail of “ mom-and-pops;” pr ivate equity I involvement more limited I I I I I National quick lube chains secularly advantaged Monro possess efficiency I due to cost and convenience benefits; larger and technology
benefits vs. I repair platforms also secularly advantaged long-tail of competitors I I I I Lower CapEx needs: franchise model, less new investment to defend against I I I I 10% 13% 2% I I I 14% 13% 6% I I I I—75%—55%—5% I Source:
Management. Wall Street research and FactSet as of February 13, 2026, CENTER,VIEW PARTNERS ( I) Summary of selected factors noted by Wall Street research. (2) Reflects unaudited 2025 financials provided by Management on February 13,
2026. 12
### EX-99.(C)(4) - EX-99.(C)(4)
EX-99.(C)(4)
5
d847314dex99c4.htm
EX-99.(C)(4)
EX-99.(c)(4)
Exhibit (c)(4)
January 16, 2026 Project Boson Discussion Materials CENTER,VIEW PARTNERS
1 This presentation has been prepared by Centerview Partners LLC (“Centerview”) for
use solely by the Special Committee of the Board of Directors of Mister Car Wash, Inc. (the “Company”) (in its capacity as such) 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, including with respect to estimates of potential synergies, 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 (“Management”) and as to the future financial performance of the Company, and at your direction Centerview has
relied upon such forecasts, as provided by Management, with respect to the Company, including as to expected synergies. 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 of the Board of Directors of the Company (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 the Company 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. Disclaimer
CENTER,VIEW PARTNERS
2 Summary of Laser’s Proposal Reflects
non-binding proposal received from Laser on November 25, 2025 ▪ Proposal values the Company at $6.25 per share ▪ Laser would acquire 100% of the common stock of the Company for cash ▪
Laser would finance the transaction with a combination of rollover equity and new debt – Laser would roll 219mm shares it already holds (~67% of current shares) – Laser believes at least $1.7bn of funded debt is available, which would be
sufficient to fund equity purchase and all transaction fees and expenses Transaction Structure and Consideration ▪ Execution of definitive agreement would be subject to: – Receipt of necessary financing commitments (which Laser is
confident will be available); and – Negotiation of satisfactory merger agreement with customary elements Conditions ▪ As existing majority shareholder, Laser does not have any outstanding business, legal or financial diligence
requirements ▪ Laser would move expeditiously to secure commitment letters and negotiate definitive documentation, which they believe can be completed within 30 days Timing and Next Steps r \.. CENTER,VIEW PARTNERS
3 Summary of Laser’s Offer Value Note: Dollars in millions, except per share amounts.
Source: Management, Company Filings, FactSet as of January 14, 2026. (1) October 17, 2025 was the last trading day prior to The Deal reporting that the Company was exploring strategic options. (2) Fully diluted shares outstanding
include basic shares of ~327.6mm as well as vesting of options and RSUs as of January 14, 2026. (3) Reflects preliminary, unaudited Q4’25 balance sheet data as provided by Management; debt of $810mm and cash of $28mm. (4) Reflects
preliminary, unaudited 2025 flash financials provided by Management. Multiples Proposal Metric $6.25 Diluted Shares Outstanding 333.0 Total Equity Value 2,081 (+) Net Debt 781 Total Enterprise Value $2,862 Enterprise Value / EBITDA: Management
LRP—CY’25E $346 8.3x Management LRP—CY’26E 360 7.9x Consensus CY’25E 342 8.4x Consensus CY’26E 369 7.8x (2) (3) Premia Proposal Metric $6.25 Share Price Premium to: Unaffected Price (10/17/25) $4.79 +30.5% 30-Day VWAP 5.22 +19.8% 60-Day VWAP 5.53 +12.9% 52-Week Low (10/10/25) 4.68 +33.5% 52-Week High
(2/28/25) 8.49 (26.4%) Current Price (1/14/26) $6.13 +2.0% 30-Day VWAP 5.66 +10.5% 60-Day VWAP 5.41 +15.5% 52-Week Low (10/10/25)
4.68 +33.5% 52-Week High (2/28/25) 8.49 (26.4%) (1) Current Unaffected (4) CENTER,VIEW PARTNERS
4 $79 $105 $127 $163 $161 $254 $282 $268 $321 $346 ‘16A ‘17A ‘18A ‘19A
‘20A ‘21A ‘22A ‘23A ‘24A ‘25E $364 $453 $524 $630 $575 $758 $877 $927 $995 $1,052 ‘16A ‘17A ‘18A ‘19A ‘20A ‘21A ‘22A ‘23A ‘24A ‘25E 8.9% 5.5% 10.0% 9.5%
(10.5%) 31.7% 5.0% 0.3% 3.0% 2.9% ‘16A ‘17A ‘18A ‘19A ‘20A ‘21A ‘22A ‘23A ‘24A ‘25E Net Revenue Mister Car Wash Historical Performance Car Wash Sites Same Store Sales Growth(1) Adj. EBITDA
Source: Management. Note: Dollars in millions. 2025E reflects preliminary, unaudited 2025 flash financials provided by Management. (1) Comparable stores include, for the purposes of calculating same stores sales growth, greenfield locations
that have been open for 12 calendar months and acquired locations once 12 calendar months following the date of acquisition has passed. $ in millions $ in millions Cumulative Acquisitions # of Greenfields % YoY Growth +24% +14% +13% +6% +16% +10%
+9% +8% % YoY Growth +24% +16% +20% (9%) +32% +16% +6% +7% % Margin 22% 23% 24% 26% 28% 34% 32% 29% 32% 202 251 283 315 322 359 371 376 375 380 4 8 20 37 65 100 139 168 202 251 287 323 342 396 436 476 514 548 ‘16A ‘17A ‘18A
‘19A ‘20A ‘21A ‘22A ‘23A ‘24A ‘25E +6% 33% +7% □ ~ □ ~ ~ ~ ~ - ,_ ,_ ,_ .- ~ = — ~ ~ ‘11-‘15 CAGR ~ CENTER,VIEW PARTNERS
5 1,057 1,084 1,113 1,153 1,197 58 115 183 258 342 9 22 42 61 81 $1,124 $1,221 $1,337 $1,472
$1,620 ‘26E ‘27E ‘28E ‘29E ‘30E 574 619 667 719 773 10 10 10 10 10 584 629 677 729 783 ‘26E ‘27E ‘28E ‘29E ‘30E 360 394 431 480 537 4 9 17 26 34 $364 $403 $448 $506 $572 ‘26E
‘27E ‘28E ‘29E ‘30E Management’s Projections Car Wash Sites Net Revenue ($mm) Adj. EBITDA ($mm) Acquisitions Source: Management Long-Range Plan Projections as of August 2025 (“Management Projections”). Note:
Dollars in millions. CAGR figures represents 2026E – 2030E period. 6.4% 8.7% 9.5% 10.0% 10.1% M&A Revenue Greenfield Revenue 2.4% 4.5% 4.7% 5.6% 5.8% 40 45 48 52 54 Net New Sites Opened % Net Revenue Growth 32.4% 33.0% 33.5% 34.4% 35.3% %
Margin % Same Store Sales Growth □ □ M&A EBITDA □ □ CENTER,VIEW PARTNERS
6 Fiscal Year Ending December 31, CAGR 2024A 2025E 2026E 2027E ‘25-‘27E Management Projections 3.0% 2.9% 2.4% 4.5% Wall Street Consensus 3.0% 2.6% 2.7% 3.1% % Δ – +0.4% (0.3%) +1.4% Management Projections 38 34 30 35 +1.5% Wall Street Consensus 38 34 36
39 +7.1% Δ – – (6) (4) % Δ – –% (16.7%) (10.3%) Management Projections $995 $1,052 $1,115 $1,199 +6.8% Wall Street Consensus 995 1,053 1,125 1,203 +6.9% $ Δ – ($1) ($10) ($4) % Δ – (0.1%)
(0.9%) (0.3%) Management Projections $321 $346 $360 $394 +6.7% Wall Street Consensus 321 342 369 400 +8.1% $ Δ – +$4 ($8) ($6) % Δ – 1.3% (2.2%) (1.4%) Management Projections 32.3% 32.9% 32.3% 32.9% (0.1%) Wall Street Consensus
32.3% 32.5% 32.8% 33.2% +1.2% % Δ – +0.5% (0.5%) (0.4%) Management Projections vs. Consensus Same Store Sales Net New Stores(2) Revenue EBITDA EBITDA Margin Source: Management Projections and FactSet as of January 14, 2026. Note:
Dollars in millions. Wall Street Consensus represents mean figures. (1) Reflects preliminary, unaudited 2025 flash financials provided by Management. (2) Reflects net new store adds not inclusive of any contemplated M&A. (1) [ ________
] [ ________ ] CENTER,VIEW PARTNERS
7 $4 $9 $14 $19 $24 $29 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 Jun-24 Dec-24 Jun-25 Dec-25 Share Price Performance Since IPO Since The Deal reported Mister
Car Wash was exploring strategic options on October 17, 2025, MCW’s share price has increased ~30% October 17, 2025 Unaffected Price: $15.00 $6.13 (59%) $4.79 (68%) March 24, 2022 Issues FY’22 guidance with lower growth
expectations 1-Day Perf: (0%) August 2, 2023 DRVN reports car wash underperformance, citing challenged consumer and significant competition 1-Day Perf: (9%)
July 30, 2025 Q2’25 MCW misses estimates and lowers guidance 1-Day Perf: (2%) February 5, 2025 Zips Car Wash files Chapter 11 1-Day Perf: (1%) Source:
FactSet as of January 14, 2026. (1) Reflects trading performance since MCW IPO at $15 / share on June 25, 2021. MCW Share Price Performance Since IPO(1) August 3, 2023 MCW reports below expectations and lowers FY Guidance 1-Day Perf: (15%) 52-Week Low (October 13, 2025): $4.68 52-Week High (February 28, 2025): $8.49 June 25, 2021 Begins trading on
NYSE under MCW 1-Day Perf: +35% Share Price Performance Since Since IPO L3Y L2Y LTM L6M Oct. 17th MCW (59%) (41%) (27%) (13%) (7%) +28% Jan-26
[———————-] CENTER,VIEW PARTNERS
8 3.0x 5.0x 7.0x 9.0x 11.0x 13.0x 15.0x 17.0x Jan-24 Apr-24 Jul-24 Oct-24 Jan-25 Apr-25 Jul-25 Oct-25 Jan-26 EV / NTM EBITDA Multiples Over Time Source: FactSet as of January 14, 2026. (1) October 17, 2025 was the
last trading day prior to The Deal reporting that Mister Car Wash was exploring strategic options. (2) Reflects University of Michigan survey of consumers. Mister Car Wash’s multiple has compressed and is now trading at a discount to
Valvoline, Driven Brands and Monro; Strategic review speculation appears to have supported multiple 7.6x 8.6x 10.5x 11.8x 8.2x 12.3x October 17th, 2025(1) Leak of Strategic Review: 6.7x EV / NTM EBITDA Multiples Over the Last Two Years February
25th, 2025 DRVN Announces Sale of US Car Wash for ~7.7x ’24A EBITDA Consumer Confidence(2) 70 79 68 70 74 57 61 55 53 December 2nd, 2025 DRVN Announces Sale of International Car Wash for ~6.1x LTM EBITDA 7.7x 8.8x EV / NTM EBITDA Multiples
Over Time 2-Yr Avg 1-Yr Avg 6-Mo Avg @ Unaff. Current 9.3x 8.3x 7.3x 6.7x 7.6x 8.4x 8.4x 8.2x 8.0x 8.6x 12.2x 11.0x 10.7x 10.7x
10.5x 8.0x 7.4x 7.9x 7.8x 8.8x Peer Median 8.4x 8.4x 8.2x 8.0x 8.8x Δ vs. Peer Median 0.9x (0.1x) (0.9x) (1.2x) (1.1x) - Mister _ a~arands· - v — - MONRO IL___======== 11 ‘’ I’ CENTER,VIEW PARTNERS
9 Sell-Side Sees Risk from Competition and Consumer Backdrop (October 23, 2025) “We are
downgrading MCW to Neutral [and] lowering PT to $6 (13x 2026E EPS). We are stepping to the sidelines on MCW for several reasons. First, comp trends have turned sluggish. Second, compares for Q4 and Q1 are quite tough, which places the possibility of
negative comp trends the next two quarters in play. Third, members per store have declined y/y for 6 consecutive quarters with no end in sight. Fourth, we don’t see a near- term positive catalyst to recommend shares. We recognize
“strategic option” speculation picked up this week in the media, but we don’t see this speculation as reason enough to recommend shares. Finally, we also recognize we are downgrading MCW shares near an all-time low.” Source: Wall Street Research. “We lower our multiple and PT given the growing uncertainty ahead and tepid consumer environment the company noted” (July 30, 2025) “We are Sell
rated on Mister Car Wash. Our 12- month price target decreases to $6.00 (from $6.25) due to our lower estimates as well as our lower downside/base/upside case EV/EBITDA multiples of 6.0x/8.0x/8.5x (from 7.0x/8.0x/9.0x), reflecting increased concerns
regarding a softening retail environment and slower greenfield growth.” (July 30, 2025) “Our $8 PT (down from $9) utilizes a 9x multiple (down from 10x) applied to our new FY27E adjusted EBITDA forecast—a level consistent with
recent trading parameters and reflective of industry pressures and modestly slower trends at MCW.” (October 29, 2025) (October 29, 2025) “We reiterate our Buy rating and lower our PO from $8.5 to $7 now based on 14x 2026E EPS (was 20x)
as near-term macro headwinds could create volatility in car wash spending and retail trends remain soft.” Brokers have noted incremental headwinds, including since the unaffected date BANK OF AMERICA MIZlHO Goldman Sachs $ UBS PIPER I SANDLER
CENTER,VIEW PARTNERS
10 +2% +3% +4% +5% Jan-24 Jan-25 Jan-26 $320 $340 $360 $380 $400 $420 $440 Jan-24 Jan-25
Jan-26 MCW’s Near- and Mid-Term Prospects Have Moderated +5% +5% +3% +3% $388 $356 $342 (4%) Evolution of Mister Car Wash’s Consensus Estimates – Last
Two Years Analysts have continuously revised growth and earnings estimates down over the past two years, with 2027E EBITDA estimates seeing the largest decline 2025E 2026E 2027E $423 $369 (5%) $400 (5%) +4% +3% Source: FactSet as of January 14,
2026. Revenue ($mm) Same Store Sales (% Growth) EBITDA ($mm) $1,000 $1,050 $1,100 $1,150 $1,200 $1,250 $1,300 Jan-24 Jan-25
Jan-26 $1,053 (6%) $1,125 (8%) $1,203 (6%) $1,284 $1,225 $1,126 [— - CENTER,VIEW PARTNERS
11 Mister Car Wash Faces Several Structural Challenges vs. Peers Discretionary Nature
Competitive Landscape FCF Generation Long-Term Runway Many large platforms backed by private equity More discretionary – can be deferred, easier for DIY, subscription subject to trade-down Higher CapEx needs More developed from accelerated
buildout in 2022 / 2023; participants still adding more locations Sectors led by strategics with long tail of “mom-and-pops;” private equity involvement more
limited CapEx (’25E % Sales) Franchise Mix (Store Count Mix) 24%(1) –% ~75% ~55% Source: FactSet as of January 14, 2026. (1) Reflects preliminary, unaudited 2025 flash financials provided by Management. (2) Reflects
FY’25A financials due to lack of FY’26E consensus estimates. Less discretionary – more difficult for consumers to defer or DIY Lower CapEx needs: franchise model, less new investment to defend against National quick lube chains
secularly advantaged due to cost and convenience benefits; larger repair platforms also secularly advantaged Sub-Sector Car Wash Oil Change, Auto Glass, Car Repair, Heavy Collision Oil Change EBITDA –
CapEx (’25E % Sales) 9%(1) Tire Replacement and Other Repair Monro possess efficiency and technology benefits vs. long-tail of competitors 2%(2) ~5% 7%(2) 9% 13% 15% 13% [ , \. , I,. r ( ( ( ( ] “I ~ ‘I ~ ) l l l i I Mister®
:IL ~ l~rir~en:::B:=ra=nd=s-·_ Vatvollne. ~2.!t!2 I , __ _____:,,;=:..:::.;_ __ ———- 1 I I I I I I I I ‘ T CENTER,VIEW PARTNERS
12 43% 23% 22% 22% 21% 20% 19% 8% 7% 7% 4% 3% 1% 1% (18%) Car Wash Industry is Confronting
Elevated New Build Activity Source: Wall Street Research, public transcripts. 2024 Store Growth Among Top 15 Car Wash Operators Mister Car Wash’s competitors within a 3-mile radius has increased from 50%
of its portfolio in August 2023 to 80% at its most recent earnings release “And I think as an industry, [car washes] have changed over the last four years. We today have about 20 platforms that have institutional capital behind them
At
least 1,500 new units have opened over the last three to four years, with most of that in the last two years
So, you’ve seen 1,500 new units added on a base of like 3,000. We think that we’ll see, 500 units to 700 units added this
year and likely sort of the same amount next year. So, you’ve had this massive influx of capital and, in certain markets, overbuilding. So, I think we’re hitting in certain markets some saturation.” “While [MCW] management
noted that the rate of change in competitive encroachment is decreasing, in absolute terms competition is still rising.” Jonathan Fitzpatrick, President & CEO (December 2023) ModWash Tidal Wave Quick Quack Tommy’s Express
Spotless Brands EWC / Club Super Store Mister Car Wash Mammoth GO White- Water Express Whistle Express LUV Autobell ZIPS IIBTIG (July 2025) CENTER,VIEW PARTNERS
13 $4.70 $5.25 $4.70 $6.00 $8.50 $11.00 $6.85 $8.80 Preliminary Valuation Analysis Methodology
Assumption Implied Share Price Value(1) Source: Management Projections, Company Filings, FactSet as of January 14, 2026. Note: Dollars in millions, except per share amounts. Fully diluted shares outstanding include basic shares of ~327.6mm as
well as vesting of options and RSUs as of January 14, 2026. Analysis reflects preliminary Q4’25 balance sheet data as provided by Management; debt of $810mm and cash of $28mm. (1) Implied share price values rounded to nearest $0.05;
Implied EV rounded to nearest $5mm. (2) EBITDA figures reflect Management Projections, excluding M&A contribution and public company cost savings. (3) Ranges as of January 14, 2026. (4) DCF valuation date of December 31,
2025. (5) As of October 17, 2025, the last trading day prior to The Deal reporting that Mister Car Wash was exploring strategic options. 52-Wk High: 02/28/2025
52-Wk Low: 10/13/2025 High: Jefferies Low: Goldman Sachs 6.5x – 8.5x ’26E EBITDA of $360mm(2) WACC: 10.0% – 12.0% LTM Exit Multiple: 7.0x – 9.0x Laser Proposal: $6.25 For Reference Only
Unaffected Share Price(5): $4.79 52-Week Trading Range(3) Analyst Price Target Range(3) Public Trading Comps Discounted Cash Flow Analysis(4) I I [ ! I I I I I !.
‘—.—+——--I!- CENTER,VIEW PARTNERS
14 Analyst Price Targets Source: FactSet and Wall Street research as of January 14, 2026.
Note: Brokers sorted by report date. Recommendation displayed as of January 14, 2026. Latest Broker Report Date Price Target Recommendation Valuation Methodology Morgan Stanley 1/15/2026 $6.50 Hold 8.5x ‘27E EBITDA Mizuho 1/9/2026 8.00
Buy 9x ‘27E EBITDA Goldman Sachs 1/8/2026 5.25 Sell 7x ‘27E EBITDA Wells Fargo 1/7/2026 7.00 Buy 8.5x ‘26E EBITDA Baptista Research 12/29/2025 7.40 Buy n.a. Wolfe 12/20/2025 7.00 Buy n.a. UBS 11/17/2025 6.25 Hold 10x ‘27E EPS
JPM 11/6/2025 8.00 Buy 9x ‘27E EBITDA Jefferies 11/3/2025 11.00 Buy 12x ‘26E EBITDA Stifel 10/31/2025 7.50 Hold n.a. Stephens 10/31/2025 6.25 Buy n.a. Guggenheim 10/31/2025 8.00 Buy 10.3x ‘26E EBITDA BMO Capital Markets 10/30/2025
9.00 Buy 17x ‘27E EPS Raymond James 10/30/2025 8.00 Buy 17x ‘26E EPS Piper Sandler 10/29/2025 6.00 Hold 12x ‘27E EPS Baird 10/29/2025 8.00 Buy 8.5x ‘27E EBITDA BofA 10/29/2025 7.00 Buy 14x ‘26E EPS Median $7.40 Buy 75%
(12) Hold 19% (3) Sell 6% (1) CENTER,VIEW PARTNERS
15 ‘25E EBITDA EV / EBITDA ‘25E—‘27E CAGR ‘26E EBITDA—Capex
‘25E Net Company Mkt. Cap EV 2025E 2026E Revenue EBITDA Margin (% of Sales) Leverage(1) Valvoline $4,041 $5,907 11.4x 10.6x +8% +10% 27% 13% 3.6x Driven Brands 2,625 4,713 9.5x 8.6x +9% +11% 25% 15% 4.2x Monro 632 926 9.0x 8.8x +1% +4% 9% 7%
2.9x Peer Median 9.5x 8.8x +8% +10% 25% 13% 3.6x Current Mister Car Wash (Consensus) $2,041 $2,822 8.3x 7.7x +7% +8% 33% 9% 2.3x Mister Car Wash (Mgmt. Projections)(3) 2,041 2,822 8.2x 7.8x +8% +7% 32% 9% 2.3x Unaffected (October 17, 2025) Mister
Car Wash (Consensus) $1,595 $2,435 7.2x 6.6x +7% +9% 33% 9% 2.5x Mister Car Wash (Mgmt. Projections)(3) 1,595 2,435 7.0x 6.8x +8% +7% 32% 9% 2.4x Comparable Companies Analysis Source: FactSet as of January 14, 2026. Note: All metrics shown
reflect calendar year ending December 31st. Peers sorted by 2026E EBITDA multiple. (1) MCW unaffected leverage reflects balance sheet data as of Q2’25 and LTM EBITDA as of October 17, 2025. (2) Reflects FY’25A financials due to
lack of FY’26E consensus estimates. (3) 2025 figures reflect preliminary, unaudited flash financials provided by Management. (Dollars in millions, except per share amounts) (2) CENTER,VIEW PARTNERS
16 Discounted Cash Flow Analysis Fiscal Year Ending December, Terminal ‘26-‘30E 2026E 2027E 2028E 2029E 2030E Year CAGR Revenue $1,124 $1,221 $1,337 $1,472 $1,620 $1,620 +9.6% Growth (%) +6.4% +8.7% +9.5% +10.0% +10.1% Adjusted EBITDA $364 $403 $448 $506 $572 $572 +12.0%
Margin (%) 32.4% 33.0% 33.5% 34.4% 35.3% 35.3% (–) D&A (89) (92) (95) (97) (100) (75) (–) SBC (31) (31) (32) (33) (34) (34) Adjusted EBIT $244 $280 $321 $375 $437 $462 +15.7% Margin (%) 21.7% 22.9% 24.0% 25.5% 27.0% 28.5% (–)
Taxes (3) (3) (4) (6) (12) (120) Effective Tax Rate (%) 1.1% 1.1% 1.4% 1.5% 2.8% 26.0% NOPAT $241 $277 $317 $369 $425 $342 +15.2% (–) Growth CapEx (30) (32) (34) (36) (38) (38) (–) Maintenance CapEx (29) (31) (33) (35) (37) (37)
(–) Greenfield CapEx (169) (143) (124) (130) (129) – (–) M&A (79) (79) (79) (79) (79) – (–) Incr. in NWC 8 9 10 10 11 2 (+) D&A 89 92 95 97 100 75 Unlevered FCF $31 $93 $151 $197 $253 $344 +68.7% Source:
Management Projections; FactSet and Bloomberg as of January 14, 2026. Note: Valuation date of December 31, 2025; financials include impact of future M&A projected by Management. Implied TEV ($mm) Implied Share Price Implied PGR Exit
Multiple Exit Multiple Exit Multiple WACC 7.0x 8.0x 9.0x 7.0x 8.0x 9.0x 7.0x 8.0x 9.0x 10.0% $3,020 $3,375 $3,730 $6.72 $7.75 $8.78 +0.9% +2.0% +2.8% 11.0% 2,895 3,234 3,573 6.35 7.34 8.33 +1.8% +2.9% +3.7% 12.0% 2,777 3,101 3,425 5.99 6.95 7.90
+2.7% +3.8% +4.6% (Dollars in millions, except per share amounts) CENTER,VIEW PARTNERS
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EX-99.(C)(5)
EX-99.(c)(5)
Exhibit (c)(5)
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Situation Overview 1 Boson Public Markets Perspectives 2 Boson Preliminary Financial Analysis 6
Appendix 14 Table of Contents
Situation Overview 1 Background ▪ On November 25, 2025, LGP has submitted a
preliminary proposal to acquire 100% of the common stock of MCW at $6.25 per share Purchase Price ▪ Offer Price: $6.25 per share ▪ Premium to 30-day trailing average price ($5.12 as of 11/24/25):
22% ▪ Premium to unaffected price ($4.79 as of 10/17/25): 30% ▪ Premium to closing price ($5.99 as of 01/13/26): 4% ▪ Equity Value: $2,081mm ▪ Implied Enterprise Value(1): $2,890mm Financing ▪ LGP would finance the
transaction with a combination of rollover equity and new debt ▪ Under the proposal, LGP would roll its 219 million shares ▪ LGP believes that at least $1.7bn of funded debt is available to finance this transaction, and would be
sufficient to buy out the public shareholders and to pay all related fees and expenses ▪ LGP does not anticipate this transaction will require any additional new equity capital Time to Sign ▪ 30 days Outstanding Diligence &
Definitive Documentation ▪ No outstanding diligence given existing ownership ▪ Execution of definitive documentation would be subject to: (a) receipt of financing commitments necessary to complete this transaction (which LGP is
confident will be available to them); and (b) negotiation of a satisfactory merger agreement with customary representations, warranties, covenants and conditions contained in acquisitions of public companies ____________________ (1) LGP bid
calculated based on Boson net debt balance of $809mm, consisting of Q3 2025A total debt of $845mm and cash & cash equivalents of $36mm as of 9/30/2025.
Boson Public Markets Perspectives
Boson Core Comps (1) Other Reference Comps SP50 L1Y (28.0%) (10.8%) 22.5% 15.4% L2Y
(39.4%) (5.9%) 55.5% 40.8% L3Y (51.0%) (28.5%) (34.6%) 68.4% Since IPO (70.5%) (27.1%) (13.9%) 62.7% Summary Performance Boson Core Comps (1) Other Reference Comps SP50 1-Month 6.6% 1.2% 0.6% 2.0% 6-Month (9.5%) (16.4%) 3.3% 11.2% L1Y (15.6%) (5.1%) 7.4% 19.3% Summary Performance 50% 60% 70% 80% 90% 100% 110% 120% 130% 140% Jan-25
Mar-25 Jun-25 Aug-25 Nov-25 Jan-26 0% 60% 120%
180% Jun-21 May-22 Apr-23 Mar-24 Feb-25 Jan-26 Mister Car Wash, Inc. Current Price (1/13/2026) $5.99 52-Week High (2/28/2025) 8.49 52-Week Low (10/13/2025) 4.68 Equity Value
$1,994 (–) Cash & Equivalents (36) (+) Debt and Finance Leases 845 (+) NCI — Enterprise Value $2,803 Valuation Metrics CY Period 2025E 2026E 2027E EV / Adj. EBITDA 8.2x 7.6x 7.1x P / E 13.9x 12.7x 11.4x Leverage Ratio 2.3x 2.0x
1.7x 2 Public Market Overview LTM Share Price Performance Boson Public Market Overview (Indexed to 100) (Indexed to 100) Share Price Performance Since IPO (15.6%) +7.4% (5.1%) +19.3% (2) (70.5%) (13.9%) (27.1%) +62.7% (2) ____________________
Source: Company filings and FactSet as of January 13, 2026. Note: Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. Balance sheet as of 3Q25. (1) Peers include Valvoline (VVV) and Driven Brands (DRVN). (2) Peers include O’Reilly
(ORLY), Boyd (BYD-CA), Autozone (AZO), Advance Auto Parts (AAP) and Monro (MNRO). Advance Auto Parts had +60% EPS beat in Q2 2025 which resulted in stock price jump. (3) Represents stock price performance
during next and current trading session for Q3 earnings and sale leak report, respectively. (4) Valuation metrics based on street consensus. MCW delivered strong Q3’25 earnings, beating SSSg, Sales and Adj. EBITDA consensus estimates
+8.5%(3) October 29, 2025 News reports hint at MCW sale amid potential strategic review process +6.5%(3) October 20, 2025 (4)
3 Historical Valuation Overview 5x 10x 15x 20x 25x 30x
Jun-21 Mar-22 Dec-22 Oct-23 Jul-24 Apr-25 Jan-26 7.6x 8.8x EV / NTM Adj. EBITDA Since IPO (1) ____________________ Source: FactSet as of January 13, 2026. Note: Adj. EBITDA figures unburdened for
stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee
retention credit, and other. Figures on this page based on FactSet consensus estimates and using Boson’s reported Q3 net debt. (1) Peers include Valvoline (VVV) and Driven Brands (DRVN). Boson Core Comps Since IPO 12.9x 11.9x L4Y 11.5x
11.5x L3Y 10.0x 11.1x L2Y 9.3x 10.3x L1Y 8.3x 9.8x L6M 7.4x 9.3x L3M 7.1x 8.7x L1M 7.4x 8.6x Summary Averages
6x 13x 20x 27x Dec-21
Oct-22 Aug-23 May-24 Mar-25 Jan-26 4 8.2x 9.7x EV
/ LTM Adj. EBITDA (1) ____________________ Source: FactSet as of January 13, 2026. Note: LTM data only available up till September 2025 due to lack of actual LTM figures from quarterly releases after September 2025. Adj. EBITDA figures
unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of
debt, employee retention credit, and other. Figures on this page based on FactSet consensus estimates and using Boson’s reported Q3 net debt. (1) Peers include Valvoline (VVV) and Driven Brands (DRVN). Boson Core Comps Since IPO 12.7x
12.8x L4Y 12.5x 12.3x L3Y 10.8x 11.9x L2Y 10.1x 11.4x L1Y 8.9x 10.6x L6M 7.9x 10.3x L3M 7.6x 9.8x L1M 8.0x 9.6x Summary Averages Historical Valuation Overview (Cont’d)
69% 70% 72% 72% 68% 68% 68% 68% 67% 67% 66% 66% 25% 22% 22% 22% 26% 26% 26% 26% 28% 28% 26% 26%
6% 6% 6% 6% 5% 5% 6% 6% 6% 6% 5% 5% 0.00 4.00 8.00 12.00 0% 20% 40% 60% 80% 100% Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Price ($) 8.00 Share Price Target Price Buy Hold Sell 5 Boson
Broker’s Outlook ____________________ Source: FactSet as of January 13, 2026. Note: * denotes sort order. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization
expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Excludes BTIG as they do not report price targets.
(2) Based on share price of $5.99 as of January 13, 2026. $5.99 $8.00 Stock FY 2025E FY 2026E Date* Select Brokers Rating Price Target Revenue Adj. EBITDA EPS Revenue Adj. EBITDA EPS 01/08/2026 Mizuho Securities USA Buy $8.00 $1,052 $341
$0.43 $1,126 $367 $0.47 01/06/2026 Wells Fargo Securities Buy $7.00 $1,050 $342 $0.43 $1,112 $364 $0.47 11/6/2025 JP Morgan Buy $8.50 $1,054 $342 $0.42 $1,115 $367 $0.46 10/31/2025 Stifel Nicolaus Hold $7.50 $1,053 $342 $0.43 $1,131 $373 $0.46
10/30/2025 Stephens Buy $6.25 $1,054 $340 $0.43 $1,138 $357 $0.47 10/30/2025 Morgan Stanley Hold $7.50 $1,052 $342 $0.43 $1,122 $371 $0.48 10/30/2025 William Blair Buy $10.00 $1,051 $343 $0.43 $1,128 $372 $0.49 10/30/2025 Jefferies Buy $11.00 $1,054
$342 $0.43 $1,134 $378 $0.50 10/30/2025 BMO Capital Markets Buy $9.00 $1,054 $343 $0.43 $1,135 $364 $0.47 10/30/2025 Guggenheim Securities Buy $8.00 $1,058 $342 — $1,133 $366 $0.41 10/30/2025 Raymond James Buy $8.00 $1,053 $343 $0.43 $1,125
$371 $0.47 10/30/2025 Piper Sandler Companies Hold $6.00 $1,054 $341 $0.43 $1,104 $353 $0.45 10/30/2025 BTIG Hold — $1,051 $342 $0.44 $1,129 $370 $0.51 10/30/2025 Goldman Sachs Sell $5.25 $1,051 $341 $0.42 $1,113 $362 $0.44 10/29/2025 Baird
Buy $8.00 $1,052 $341 $0.42 $1,111 $360 $0.52 10/29/2025 UBS Hold $6.25 $1,051 $342 $0.43 $1,130 $406 $0.53 Median $8.00 $1,052 $342 $0.43 $1,128 $367 $0.47 % Upside to Current Share Price 33.6% (1) (1) (2)
==—=-==========================——-=-======== ==-=—_=_ -=_ -=== ==-=-=====——=-=—— =—=—= ==—=== ===============_== _=-== -=— ================
Boson Preliminary Financial Analysis
6 Boson Financial Summary Management Projections Historical Management Projections CAGR /
Δ CAGR / Δ Fiscal Year Ending December 31, in Margin in Margin 2022A 2023A 2024A 2025E 2026E 2027E 2028E 2029E 2030E ‘22A—‘24A ‘25E—‘30E Location Count 436 476 514 544 584 629 677 729 783 8.6% 7.6%
Change in Location Count, Net 40 40 38 30 40 45 48 52 54 Greenfield Locations 28 35 38 30 30 35 38 42 44 Acquired Locations 12 6 -—- 10 10 10 10 10 Total Revenue $877 $927 $995 $1,057 $1,124 $1,221 $1,337 $1,472 $1,620 6.5% 8.9% % Mature SSS
1.0% (0.8%) 0.4% 2.9% 3.4% 4.2% 4.4% % Ramping SSS 2.0% 3.8% 2.0% 1.6% 1.4% 1.3% 1.4% % Total SSS 5.0% 0.3% 3.0% 3.0% 2.4% 4.5% 4.7% 5.6% 5.8% % Growth 15.6% 5.8% 7.3% 6.2% 6.4% 8.7% 9.5% 10.0% 10.1% Total
4-Wall EBITDAR $438 $459 $503 $536 $564 $609 $660 $726 $802 7.2% 8.4% Plus: M&A 4-Wall Contribution — 4 9 17 26 34 Less: Cost of Rent (88) (100) (110) (122)
(130) (139) (151) (165) (181) Total 4-Wall EBITDA $350 $358 $393 $414 $437 $479 $527 $587 $656 6.0% 9.6% % Margin 39.9% 38.7% 39.5% 39.2% 38.9% 39.2% 39.4% 39.9% 40.5% (36bps) 132bps Less: Corporate Expenses
(68) (73) (72) (70) (73) (76) (79) (81) (84) Total Adj. EBITDA $282 $286 $321 $343 $364 $403 $448 $506 $572 6.7% 10.7% % Margin 32.1% 30.8% 32.3% 32.5% 32.4% 33.0% 33.5% 34.4% 35.3% 13bps 278bps Memo: Selected Cash Flow Items Greenfield Capex $146
$271 $283 $206 $252 $278 $304 $334 $358 Acquisition Purchase Price CapEx -———- 70 70 70 70 70 Other Capex (2) 45 60 46 60 68 72 76 80 84 Total CapEx $192 $331 $329 $266 $390 $420 $450 $484 $513 % of Total Revenue 21.9% 35.7%
33.1% 25.2% 34.7% 34.4% 33.6% 32.9% 31.6% Sale-Leaseback Proceeds $90 $120 $129 $45 $82 $135 $180 $204 $230 % of Total Revenue 10.3% 12.9% 13.0% 4.3% 7.3% 11.1% 13.5% 13.9% 14.2% Depreciation & Amortization (3) $62 $70 $81 $86 $89 $92
$95 $97 $100 % of Total Revenue 7.0% 7.5% 8.2% 8.1% 7.9% 7.5% 7.1% 6.6% 6.2% Change in Net Working Capital $19 $10 $28 $6 $8 $9 $10 $10 $11 % of Change in Total Revenue 16.3% 20.7% 41.8% 9.7% 12.2% 9.1% 8.3% 7.8% 7.7% Free Cash Flow (4)
$236 $238 $277 $283 $305 $340 $382 $435 $496 % of Total Revenue 27.0% 25.6% 27.9% 26.8% 27.1% 27.9% 28.5% 29.5% 30.6% ____________________ Source: Boson Management and Public Filings as of September 2025. Boson Management projections. Note: U.S
Dollars in millions. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash
rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) 40 new greenfield opening, with one relocation resulting in 39 net new greenfield. Additionally, one unit was closed during the period so the total net store
growth is 38. (2) Consists of growth capex, maintenance capex, and integration capex. (3) Represents book Depreciation & Amortization and excludes bonus depreciation. (4) Free cash flow calculated as Total Adjusted EBITDA less
core store capex. Core store capex consists of maintenance and growth capex. 2022 core store capex assumed equal to other capex. (1) ——-7 I II II II II 11 II II II 11 II II II II II 11 II II II II
II II II II II 11 II II II 11 II II II II II II 11 II II II 11 II 11 II II II II 11 II II II II II 11 II II II II II II II ——-7 I I I I I I I J L ________ _
7 Management Case vs. Wall Street Consensus Estimates Fiscal Year Ending December 31, CAGR
2024A 2025E 2026E 2027E 24A—27E Boson Projections 3.0% 3.0% 2.4% 4.5% Wall Street Consensus 3.0% 2.5% 2.4% 3.0% % Δ — 0.5% 0.1% 1.5% Boson Projections 38 30 30 35 (2.7%) Wall Street Consensus 38 35 32 34 (3.6%) Δ — (5)
(2) 1 % Δ — (0) (0) 0 Boson Projections $995 $1,057 $1,115 $1,199 6.4% Wall Street Consensus 995 1,053 1,128 1,207 6.7% $ Δ — 4 (13) (8) % Δ — 0.4% (1.2%) (0.7%) Boson Projections $321 $343 $360 $394 7.1% Wall
Street Consensus 321 342 367 398 7.4% $ Δ — 2 (7) (4) % Δ — 0.5% (1.8%) (1.0%) Boson Projections 32.3% 32.5% 32.3% 32.9% 0.6% Wall Street Consensus 32.3% 32.4% 32.5% 33.0% 0.7% % Δ — 0.1% (0.2%) (0.1%) Adj. EBITDA
Margin(2) Same Store Sales Growth Revenue (2) Adj. EBITDA(2) Net New Stores (1) ____________________ Source: Boson Management, Public Filings and FactSet as of December 29, 2025. Note: U.S Dollars in millions (except per share values).
Boson fiscal year ending December 31. Wall Street Consensus represents mean figures. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale,
acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Reflects net new stores adds not inclusive of any contemplated M&A.
(2) Excludes M&A contribution.
8 Boson Analysis at Various Prices ____________________ Source: Boson Management, Public
Filings as of September 2025 and FactSet as of January 13, 2026. Note: U.S Dollars in millions (except per share values). Boson fiscal year ending December 31. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for
interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other.
(1) Unaffected date as of October 17, 2025. (2) Based on closing price over the past 52 weeks. (3) Boson fully diluted share count based on 327.568 basic common shares outstanding, 10.506 stock options with a weighted average exercise
price of $6.55, and 5.402 RSUs pursuant to the Treasury Stock Method as of 09/30/25. (4) Boson current net debt balance of $781mm based on FY2025A total debt of $810mm and cash & equivalents of $28mm estimates provided on 1/7/2026.
Estimates are preliminary, subject to change and represent unaudited financials. (5) As per Boson management projections. Current LGP Offer Boson Share Price $5.99 $6.00 $6.25 $6.50 $6.75 $7.00 $7.25 $7.50 $7.75 Premium / (Discount) to: Metric
Unaffected Price(1) $4.79 25.1% 25.3% 30.5% 35.7% 40.9% 46.1% 51.4% 56.6% 61.8% Current Price $5.99 — 0.2% 4.3% 8.5% 12.7% 16.9% 21.0% 25.2% 29.4% 52-Week High (2) $8.49 (29.4%) (29.3%) (26.4%) (23.4%)
(20.5%) (17.6%) (14.6%) (11.7%) (8.7%) 52-Week Low (2) $4.68 28.0% 28.2% 33.5% 38.9% 44.2% 49.6% 54.9% 60.3% 65.6% 30-Day VWAP $5.63 6.4% 6.6% 11.0% 15.4% 19.9% 24.3%
28.8% 33.2% 37.6% 90-Day VWAP $5.34 12.2% 12.4% 17.1% 21.8% 26.5% 31.1% 35.8% 40.5% 45.2% Analyst Price Target (Median) $8.00 (25.1%) (25.0%) (21.9%) (18.8%) (15.6%) (12.5%) (9.4%) (6.3%) (3.1%) Implied Equity
Value (3) $1,994 $1,998 $2,081 $2,164 $2,250 $2,336 $2,421 $2,507 $2,593 Plus: Net Debt (as of FY25) (4) 781 781 781 781 781 781 781 781 781 Implied Enterprise Value $2,776 $2,779 $2,862 $2,945 $3,031 $3,117 $3,203 $3,288 $3,374 Implied Multiples:
Metric (5) FY 2025E 343 8.1 8.1 8.3 8.6 8.8 9.1 9.3 9.6 9.8 FY 2026E 364 7.6 7.6 7.9 8.1 8.3 8.6 8.8 9.0 9.3 EV / Adj. EBITDA
Potential Opportunities and Risks for Mister Car Wash Opportunities (Reflected in the Aug-25
LRP) Risks (Potential Downside to the Aug-25 LRP) ◾ Subsiding of competitive intrusion and corresponding improvement in MCW’s mature cohorts’ performance ◾ Growing market share while keeping cannibalization low ◾
Potential benefits from price increases and premiumization of existing subscriber base ◾ New focused marketing effort and remodel capex to drive improvement in SSS ◾ Benefits of potential recovery in retail volumes ◾ Potential to
ramp new Greenfields in line with pre-2023 cohorts ◾ Margin potential from increased revenue per unit ◾ Potential to acquire new, complementary locations at attractive valuations vs. Greenfields ◾ Competitive environment and
macro-economic conditions may not normalize ◾ Competitors may become more aggressive with new locations, consumer proposition and/or M&A ◾ Price increases may lead to increased customer churn ◾ Consumer uptake of premium
offerings and may be below current expectations ◾ Realized revenue per unit may present downside to margin expectations ◾ Locations may need increased capital expenditures to meet performance expectations ◾ New location strategy
and returns (Greenfields and/or M&A) may prove more challenging than anticipated 13 Mister
10 ____________________ Source: Based on public company filings, including most recently filed
10Q and 10K. Estimates per FactSet as of January 13, 2026. Note: * denotes sort order. Enterprise value includes finance leases and excludes operating leases. Metrics represent year ending December. Figures on this page (incl. Boson) based on
FactSet consensus estimates. (1) Represents metrics converted from IFRS to GAAP. (2) Adj. EBITDA unburdened for SBC. (3) Adj. EBITDA unburdened for SBC by adding back average CY’23 and CY’24 SBC as % of sales.
(4) Adj. EBITDA unburdened for SBC by adding back average CY’24 and CY’25 SBC as % of sales. (5) 2025E SLB proceeds interpolated from historical filings due to no projections available. (6) Represents Gross Capex. (7) NA
due to lack of 2026E Capex estimates. (8) Pro forma for Breeze acquisition that closed November 2025. Selected Publicly Traded Companies Benchmarking Valuation Benchmarking Operational Benchmarking Equity Enterprise LTM Stock EV / Adj. EBITDA
EV / (EBITDA—Net Capex) P/E Adj. EBITDA Margin Net Leverage Company Value Value Price Δ CY25E CY26E CY25E CY26E * CY 2026E CY26E CY25E $1,994 $2,803 (15.6%) 8.2x 7.6x 15.2x 13.8x 12.7x 32.5% 2.3x 3,997 5,863 (11.2%) 11.5 10.2 15.8 13.6
18.1 27.3% 2.5x 2,662 4,737 0.9% 8.8 8.4 12.7 11.1 10.6 24.8% 3.9 Median (5.1%) 10.2x 9.3x 14.3x 12.3x 14.4x 26.0% 3.2x 80,297 86,033 17.3% 21.5x 19.9x 30.0x 27.8x 28.6x 22.7% 1.4x $59,572 $68,332 8.2% 16.1 15.3 24.3 NA 22.3 21.3% 2.1 4,416 5,316
7.4% 25.8 15.6 27.1 16.2 39.6 8.1% 3.2 632 926 (4.9%) 8.7 8.8 9.9 NA 32.5 8.8% 2.8 2,683 2,959 (5.5%) 5.7 4.8 10.3 8.6 16.1 7.2% 0.5 Median 7.4% 16.1x 15.3x 24.3x 16.2x 28.6x 8.8% 2.1x Other Reference Comps Core Comps (* Based on unaffected stock
price) $1,595* $2,404* (26.9%)* 7.1x* 6.6x* 13.2x* 12.0x* (3) (3) (3) (3) (3) (3) (3) (3) (3) (4) (7) (4) (6) (5) (4) (7) (8)
————————————————————————————————————————————————————————————————————————————————————-
I I I I I I I ! Mister· ! I I I I I
————————————————————————————————————————————————-———————————————————————————————————————————————————————-
. Valvoline. Drive Brands· D Avrozonti .,—....._ MONR01NG Advance/~ · AutoPartslX
Sales YoY Growth Adj. EBITDA YoY Growth EPS YoY Growth Free Cash Flow Margin Company
‘22A—‘23A ‘23A—‘24A ‘24A—‘25E ‘22A—‘23A ‘23A—‘24A ‘24A—‘25E ‘22A—‘23A ‘23A—‘24A
‘24A—‘25E 2023A 2024A 2025E* 5.8% 7.3% 5.8% 1.4% 12.2% 6.4% (20.0%) 15.6% 16.2% (4.5%) (0.9%) 7.8% 13.1% 1.7% (9.8%) 4.6% 3.2% (8.0%) (23.8%) 22.6% 8.2% (1.3%) 12.7% 16.0% 16.8% 13.8% 9.3% (34.4%) 13.4% 10.1% 93.4% 33.6% 2.0% 14.9%
13.9% 13.8% Median 15.0% 7.8% (0.2%) (14.9%) 8.3% 1.1% 34.8% 28.1% 5.1% 6.8% 13.3% 14.9% 9.7% 5.7% 6.2% 8.6% 4.3% 6.7% 15.0% 5.7% 9.6% 16.4% 16.3% 16.0% 21.1% 4.2% 2.8% 33.0% (3.9%) 8.4% 112.2% (65.6%) 26.0% 15.0% 13.1% 14.5% 6.1% 4.2% 5.8% 8.4%
5.2% (1.1%) 11.9% 6.6% 0.1% 18.1% 17.0% 14.5% 1.2% (19.4%) (5.7%) (65.2%) (24.9%) 42.5% (96.2%) (158.0%) 723.4% 2.2% 2.0% 3.1% (3.6%) (5.3%) (3.2%) (9.2%) (20.7%) (10.7%) (9.9%) (48.1%) (23.1%) NA NA NA Median 6.1% 4.2% 2.8% 8.4% (3.9%) 6.7% 11.9%
(48.1%) 9.6% 15.7% 14.7% 14.5% Other Reference Comps Core Comps 11 Selected Publicly Traded Companies Historical Figures Benchmarking (2) (1) (5) (5) (5) (3) (3) (3) (3) (3) (3) (3) (3) (3) (4) (4) (4) ____________________ Source: Based on public
company filings, including most recently filed 10Q and 10K. Estimates per FactSet as of January 13, 2026. Note: * denotes sort order. MCW figures based on consensus estimates. Adj. EBITDA figures reconciled for interest expense, depreciation
and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. Figures on this page (incl. Boson) based on
FactSet consensus estimates. (1) Adj. EBITDA unburdened for SBC. (2) Calculated as (Adj. EBITDA – CapEx) / Sales. (3) Adj. EBITDA unburdened for SBC by adding back average CY’23 and CY’24 SBC as % of sales.
(4) Adj. EBITDA unburdened for SBC by adding back average CY’24 and CY’25 SBC as % of sales. (5) NA due to no available Capex information. Mister· Driri Brands· HAvrozone· AttVancef~ · AutoPartsl:.-.
MONR01NC
12 Selected Precedent Transactions ____________________ Source: Company filings, press
releases, SEC filings and investor presentations. Note: * denotes sort order. (1) Transaction value of $385mm per Driven Brands’ press release on February 25, 2025. $70.2mm adjusted EBITDA represents Driven Brands’ FY2024 Car
Wash segment burdened by $6.7mm of Stock-based Compensation results in an unburdened adjusted EBITDA of $76.9mm, per March 12, 2025 8K. Stock-based Compensation was derived by taking the Driven Brands sales over total sales and applying that
percentage to total Stock-based Compensation as the company didn’t disclose on a segment basis. (2) Transaction value of $625mm per Valvoline’s press release on February 20, 2025. EV / LTM EBITDA was also disclosed as 10.7x in
Valvoline’s press release on February 20, 2025 noting the adjusted EBITDA used is a non-GAAP pro forma measure for the twelve-month period ended October 31, 2024 based upon reported results
adjusted for certain normalizing and pro forma activity as a result of buy-side diligence. No mention of Stock-based Compensation in filings. (3) Transaction value of $310mm per Midas’ press release
on May 3, 2012. Adjusted FY2012 EBITDA of $32mm per Midas’ Schedule 14D -9 on March 12, 2012. No value of Stock-based Compensation disclosed. (4) Transaction value of $1.0bn per Pep
Boys’ press release on February 16, 2012. LTM EBITDA per fiscal year ending January 2011 10K as filed on April 11, 2011 and quarter ending October 2011 per 10Q filed on December 6, 2011. Stock-based compensation for Pep
Boy’s was $3.3mm per fiscal year ending January 2011 10K as filed on April 11, 2011 and quarter ending October 2011 per 10Q filed on December 6, 2011 so EBITDA has been unburdened to reflect this amount. (5) Transaction value of
$1.0bn per O’Reilly Auto Parts’ press release on April 1, 2008. LTM adjusted EBITDA per fiscal year ending February 2008 10K as filed on April 22, 2008 and quarter ending May 2008 per 8K filed on June 13, 2008. Stockbased
compensation was $2.7mm per fiscal year ending February 2008 10K as filed on April 22, 2008 and quarter ending May 2008 per 8K filed on June 13, 2008 so EBITDA has been unburdened to reflect this amount. (6) Transaction value of
$20.8mm per Midas’ press release on April 1, 2008. EV / LTM adjusted EBITDA disclosed in Midas’ Schedule 14D-9 on March 12, 2012. No mention of Stock-based Compensation in filings.
(7) Transaction value of $170mm per CSK Auto Corp’s press release on December 1, 2005. FY2004 adjusted EBITDA of $20mm per CSK Auto Corp’s 8K on January 9, 2006. No mention of Stock-based Compensation in filings. Date*
Target Acquirer EV / LTM Adj. EBITDA There have been a number of private car wash transactions, however, those terms are not publicly available Target Description (1) (2) (3) (4) (5) (6) (7) Feb-25 Feb-25 May-12 Feb-12 Apr-08 Apr-08 Dec-05 Car Wash Automotive Quick Lube & Maintenance Services Automotive Services Tire Shop, Auto Repair, Oil Changes & Maintenance Services Automotive Parts & Accessories Oil
Change & Auto Services Aftermarket Auto Parts & Accessories 5.0x 10.7x 9.7x 6.1x 8.8x 10.4x 8.5x Car Wash Business Dr/renBrands· breeze... ~ & AUTO SERVICE” ~......... lCKAUTO
13 Boson Illustrative DCF Analysis Management Projections 2026E 2027E 2028E 2029E 2030E
Terminal (1) Net Sales $1,124 $1,221 $1,337 $1,472 $1,620 $1,620 % Growth 6.4% 8.7% 9.5% 10.0% 10.1% Adj. EBITDA (2) $364 $403 $448 $506 $572 $572 % Margin 32.4% 33.0% 33.5% 34.4% 35.3% 35.3% Less: Stock-based Compensation ($31) ($31)
($32) ($33) ($34) ($34) Adj. EBITDA (Burdened for SBC) $333 $372 $416 $472 $537 $537 % Margin 29.7% 30.4% 31.1% 32.1% 33.2% 33.2% Less: Depreciation & Amortization(4) (89) (92) (95) (97) (100) (69) Adj. EBIT (Burdened for SBC) $244
$280 $321 $375 $437 $469 % Margin 21.7% 22.9% 24.0% 25.5% 27.0% 28.9% Less: Taxes (3) (3) (4) (6) (12) (122) Memo: Effective Tax Rate (Incl. of Tax Asset) (3) 1.1% 1.1% 1.4% 1.5% 2.8% 26.0% Tax-Effected
Adj. EBIT (Burdened for SBC) $241 $277 $317 $369 $425 $347 Plus: Depreciation & Amortization (4) 89 92 95 97 100 69 Plus: Change in NWC 8 9 10 10 11 2 Less: Capital Expenditures (Excluding Acquisitions) (320) (350) (380) (414) (443) (75)
Less: Acquisition Purchase Price CapEx (70) (70) (70) (70) (70) — Plus: Sale-Leaseback Proceeds 82 135 180 204 230 — Unlevered Free Cash Flow $31 $93 $151 $197 $253 $342 Terminal Multiple Method PV of PV of Terminal Value at Enterprise
Value at Implied Perpetuity Growth Discount ‘26E—‘30E Adj. EBITDA Exit Multiple of Adj. EBITDA Exit Multiple of Rate at Adj. EBITDA Exit Multiple of Rate Cash Flows 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 10.0% $535
$2,484 $2,839 $3,194 $3,020 $3,375 $3,730 1.0% 2.0% 2.8% 11.0% 520 + 2,375 2,714 3,053 = 2,895 3,234 3,573 1.8% 2.9% 3.7% 12.0% 506 2,270 2,595 2,919 2,777 3,101 3,425 2.7% 3.8% 4.6% Equity Value at Equity Value(5) per Share at Discount Less: Net
Debt Adj. EBITDA Exit Multiple of Adj. EBITDA Exit Multiple of Rate (as of YE25E) (5) 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 10.0% ($781) $2,239 $2,594 $2,948 $6.70 $7.75 $8.80 11.0% (781) = 2,114 2,453 2,792 6.35 7.35 8.35 12.0% (781) 1,995 2,320
2,644 6.00 6.95 7.90 ____________________ Source: Boson Management and Public Filings as of September 2025. Boson Management projections. Note: U.S Dollars in millions (except per share values). Values discounted to 12/31/2025 using year-end convention. Equity value per share rounded to the nearest $0.05. (1) Terminal year assumes normalized depreciation and amortization equal to 90.7% of capital expenditures, capital expenditures limited to
growth & maintenance, no sale-lease back proceeds and 26% marginal statutory tax rate, with no bonus tax depreciation. (2) Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation
and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (3) Represents cash taxes inclusive of bonus
tax depreciation and NOLs impact. (4) Represents book Depreciation & Amortization and excludes bonus depreciation. (5) Capital structure as of 12/31/2025 based on total debt of $810mm and cash & cash equivalents of $28mm
estimates provided on 1/7/2026. Estimates are preliminary, subject to change and represent unaudited financials. (6) Boson fully diluted share count based on 327.568 basic common shares outstanding, 10.506 stock options with a weighted average
exercise price of $6.55, and 5.402 RSUs pursuant to the Treasury Stock Method as of 09/30/2025.
Appendix
14 Boson Weighted Average Cost of Capital Range Cost of Equity Low High Source Risk Free Rate
4.8% Twenty year U.S. Government bond yield as of January 13, 2026 Levered Beta 1.22 Represents Company’s historical Bloomberg adjusted beta levered at the Company’s average capital structure since IPO. Bloomberg betas based on
regression of weekly performance as compared to the broad U.S. equity market since IPO Equity Risk Premium 5.0% 7.0% Equity risk premium relative to twenty year U.S. Government bond yield per BofA Securities estimates, based upon analysis of
long-term historical data of the broad U.S. equity market Cost of Equity 10.9% 13.3% Cost of Debt Pre-tax Cost of Debt 8.25% Based on market estimates for new unsecured
10-year debt Marginal Tax Rate 26.0% Marginal statutory tax rate After-tax Cost of Debt 6.1% Net Debt / Net Capital 22.4% Based on Boson’s Average Capital
Structure Since IPO Weighted Average Cost of Capital 9.8% 11.7% ____________________ Source: FactSet and Bloomberg as of January 13, 2026. Note: USD in millions. Boson went public in June 2021.
### EX-99.(C)(6) - EX-99.(C)(6)
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EX-99.(C)(6)
EX-99.(c)(6)
Exhibit (c)(6)
Exihibit(c)(6) February 17, 2026 Project Boson Discussion Materials for the Special
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Transaction Overview 1 Boson Public Markets Perspectives 2 Boson Financial Analysis 6 Appendix
13 Table of Contents
Transaction Overview 1 ____________________ Source: Boson Management, Public Filings as of
September 30, 2025 and FactSet as of February 13, 2026. Note: U.S Dollars in millions (except per share values). Boson fiscal year ending December 31. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest
expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Unaffected date as
of October 17, 2025. (2) Based on closing price over the past 52 weeks. (3) Boson fully diluted share count as of 2/13/2026 pursuant to the Treasury Stock Method based on 328.479 basic common shares outstanding, 9.773 stock options with a
weighted average exercise price of $6.81, and 5.326 RSUs estimates provided by management on 2/15/2026. (4) Boson net debt balance of $782mm based on FY2025A total debt of $810mm and cash & equivalents of $28mm estimates provided by
management on 2/5/2026. Estimates are preliminary, subject to change and represent unaudited financials. (5) As per Boson management projections. Current Initial Offer (11/25/2025) Final Offer (02/01/2026) Price Per Share $5.97 $6.25 $7.00
Premium / (Discount) to: Metric Unaffected Price(1) $4.79 24.6% 30.5% 46.1% Current Price $5.97 — 4.7% 17.3% 52-Week High (2) $8.49 (29.7%) (26.4%) (17.6%) 52-Week
Low (2) $4.68 27.6% 33.5% 49.6% 30-Day VWAP $5.85 2.0% 6.8% 19.6% 90-Day VWAP $5.43 10.0% 15.2% 29.0% Analyst Price Target (Median) $8.00 (25.4%) (21.9%) (12.5%) Implied
Equity Value (3) $2,008 $2,102 $2,355 Plus: Net Debt (as of FY 2025) (4) 782 782 782 Implied Enterprise Value $2,789 $2,884 $3,137 Implied Multiples: Metric FY 2025A $345 8.1x 8.3x 9.1x FY 2026E(5) 364 7.7 7.9 8.6 EV / Adj. EBITDA ——--1 ——--T ——- :, I —-———— I ——- 1: I L ______: :
——————— :: ———————- :I II — 1 ————- j__ _____ : I — L1 ———————-——-
Boson Public Markets Perspectives
Boson Current Price (2/13/2026) $5.97 52-Week High
(2/28/2025) 8.49 52-Week Low (10/13/2025) 4.68 Diluted Shares Outstanding (mm) 332.970 Equity Value $1,988 (–) Cash & Equivalents (36) (+) Debt and Finance Leases 845 (+) NCI — Enterprise
Value $2,797 Valuation Metrics CY Period 2025E 2026E 2027E EV / Adj. EBITDA 8.2x 7.6x 7.0x P / E 13.9x 12.7x 11.3x Leverage Ratio 2.4x 2.1x 1.7x 0% 60% 120% 180% Jun-21
May-22 May-23 Apr-24 Mar-25 Feb-26 50% 60% 70%
80% 90% 100% 110% 120% 130% Feb-25 Apr-25 Jul-25 Sep-25
Dec-25 Feb-26 2 Public Market Overview LTM Share Price Performance (Indexed to 100) (Indexed to 100) Share Price Performance Since IPO (24.8%) +11.2% (0.2%) +11.8%
(70.6%) (8.2%) (14.2%) +59.7% ____________________ Source: Company filings and FactSet as of February 13, 2026. Note: Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization
expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. Balance sheet as of 3Q25. (1) Includes Valvoline (VVV) and Driven
Brands (DRVN). (2) Includes O’Reilly (ORLY), Boyd (BYD-CA), Autozone (AZO), Advance Auto Parts (AAP) and Monro (MNRO). Advance Auto Parts had +60% EPS beat in Q2 2025 which resulted in stock price jump.
(3) Represents stock price performance during next and current trading session for Q3 earnings and sale leak report, respectively. (4) Valuation metrics based on street consensus. Boson delivered strong Q3’25 earnings, beating SSSg,
Sales and Adj. EBITDA consensus estimates +8.5%(3) October 29, 2025 News reports hint at Boson sale amid potential strategic review process +6.5%(3) October 20, 2025 (4) Boson Public Market Overview Boson Auto Service Comps Other Reference
Comps SP500 1-Month (2.1%) 16.7% 3.2% (1.6%) 6-Month 1.0% (1.7%) (4.8%) 5.7% L1Y (24.8%) (0.2%) 11.2% 11.8% Summary Performance (1) (2) Boson Auto Service Comps Other
Reference Comps SP500 L1Y (22.4%) (4.6%) 4.1% 13.9% L2Y (31.1%) 3.0% 33.8% 40.6% L3Y (36.8%) (15.9%) (39.1%) 68.3% Since IPO (70.6%) (14.2%) (8.2%) 59.7% Summary Performance (1) (2) —~1 I __ ——;;;;;;;;-
3 5x 10x 15x 20x 25x 30x Jun-21 May-22 May-23 Apr-24 Mar-25 Feb-26 7.6x 10.2x EV / NTM
Adj. EBITDA Since IPO (1) ____________________ Source: FactSet as of February 13, 2026. Note: Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on
sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. Figures on this page based on FactSet consensus estimates and using Boson’s
reported Q3 net debt. (1) Includes Valvoline (VVV) and Driven Brands (DRVN). Historical Valuation Overview Boson Auto Service Comps Since IPO 12.8x 11.8x L4Y 11.2x 11.5x L3Y 9.9x 10.9x L2Y 9.1x 10.3x L1Y 8.1x 9.7x L6M 7.3x 9.3x L3M 7.3x 9.0x
L1M 7.5x 9.7x Summary Averages
6x 13x 20x 27x Dec-21
Oct-22 Aug-23 Jun-24 Apr-25 Feb-26 4 8.2x 11.1x
EV / LTM Adj. EBITDA (1) ____________________ Source: FactSet as of February 13, 2026. Note: LTM data only available up till September 2025 due to lack of actual LTM figures from quarterly releases after September 2025. Adj. EBITDA figures
unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of
debt, employee retention credit, and other. Figures on this page based on FactSet consensus estimates and using Boson’s reported Q3 net debt. (1) Includes Valvoline (VVV) and Driven Brands (DRVN). Historical Valuation Overview
(Cont’d) Boson Auto Service Comps Since IPO 12.6x 12.8x L4Y 12.2x 12.2x L3Y 10.6x 11.8x L2Y 9.8x 11.3x L1Y 8.7x 10.6x L6M 7.8x 10.4x L3M 7.8x 10.1x L1M 8.0x 11.0x Summary Averages
72% 70% 72% 68% 68% 68% 68% 67% 67% 68% 66% 66% 22% 22% 22% 26% 26% 26% 26% 28% 28% 26% 28% 28%
6% 6% 6% 5% 5% 5% 6% 6% 6% 6% 6% 6% 0.00 4.00 8.00 12.00 0% 20% 40% 60% 80% 100% Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Feb-26 Price ($) 8.00 Share Price Target Price Buy Hold Sell 5
____________________ Source: FactSet as of February 13, 2026. Note: * denotes sort order. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale,
acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Excludes BTIG as they do not report price targets. (2) Based on share price of
$5.97 as of February 13, 2026. $5.97 $8.00 Boson Broker’s Outlook Stock FY 2025E FY 2026E Date* Select Brokers Rating Price Target Revenue Adj. EBITDA EPS Revenue Adj. EBITDA EPS 02/10/2026 Stephens Buy $7.50 $1,049 $341 $0.43 $1,122 $354
$0.45 02/09/2026 Mizuho Securities USA Buy $8.00 $1,052 $341 $0.43 $1,126 $367 $0.47 01/26/2026 Wells Fargo Securities Buy $7.00 $1,050 $342 $0.43 $1,112 $364 $0.47 01/23/2026 BTIG Hold — $1,050 $341 $0.44 $1,128 $370 $0.51 01/22/2026 BMO
Capital Markets Buy $9.00 $1,054 $343 $0.43 $1,135 $364 $0.47 01/16/2026 Morgan Stanley Hold $6.50 $1,052 $342 $0.43 $1,122 $372 $0.48 11/06/2025 JP Morgan Buy $8.00 $1,054 $342 $0.42 $1,115 $367 $0.46 10/31/2025 Stifel Nicolaus Hold $7.50 $1,053
$342 $0.43 $1,131 $373 $0.46 10/30/2025 William Blair Buy $10.00 $1,051 $343 $0.43 $1,128 $372 $0.49 10/30/2025 Jefferies Buy $11.00 $1,054 $342 $0.43 $1,134 $378 $0.50 10/30/2025 Guggenheim Securities Buy $8.00 $1,058 $342 — $1,133 $366 $0.41
10/30/2025 Raymond James Buy $8.00 $1,053 $343 $0.43 $1,125 $371 $0.47 10/30/2025 Piper Sandler Companies Hold $6.00 $1,054 $341 $0.43 $1,104 $353 $0.45 10/30/2025 Goldman Sachs Sell $5.25 $1,051 $341 $0.42 $1,113 $362 $0.44 10/29/2025 Baird Buy
$8.00 $1,052 $341 $0.42 $1,111 $360 $0.52 10/29/2025 UBS Hold $6.25 $1,051 $342 $0.43 $1,130 $406 $0.53 Median $8.00 $1,052 $342 $0.43 $1,126 $367 $0.47 % Upside to Current Share Price 34.0% (1) (1) (2) ¦ ¦ ¦ — -_ -_
-_ -_ -_ -_—
Boson Financial Analysis
6 Boson Financial Summary Management Projections Historical Management Projections CAGR /
Δ CAGR / Δ Fiscal Year Ending December 31, in Margin in Margin 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E ‘22A—‘25A ‘26E—‘30E Location Count 436 476 514 548 588 633 681 733 787 7.9% 7.6%
Change in Location Count, Net 40 40 38 34 40 45 48 52 54 Greenfield Locations 28 35 38 29 30 35 38 42 44 Acquired Locations 12 6 — 5 10 10 10 10 10 Total Revenue $877 $927 $995 $1,052 $1,124 $1,221 $1,337 $1,472 $1,620 6.3% 9.6% % Mature SSS
1.0% (0.8%) 0.4% 2.9% 3.4% 4.2% 4.4% % Ramping SSS 2.0% 3.7% 2.0% 1.6% 1.4% 1.3% 1.4% % Total SSS 5.0% 0.3% 3.0% 2.9% 2.4% 4.5% 4.7% 5.6% 5.8% % Growth 15.6% 5.8% 7.3% 5.7% 6.9% 8.7% 9.5% 10.0% 10.1% Total
4-Wall EBITDAR $438 $459 $503 $537 $564 $609 $660 $726 $802 7.1% 9.2% Plus: M&A 4-Wall Contribution — 4 9 17 26 34 Less: Cost of Rent (88) (100) (110) (122)
(130) (139) (151) (165) (181) Total 4-Wall EBITDA $350 $358 $393 $416 $437 $479 $527 $587 $656 5.9% 10.7% % Margin 39.9% 38.7% 39.5% 39.5% 38.9% 39.2% 39.4% 39.9% 40.5% (36bps) 156bps Less: Corporate Expenses
(68) (73) (72) (70) (73) (76) (79) (81) (84) Total Adj. EBITDA $282 $286 $321 $345 $364 $403 $448 $506 $572 7.0% 12.0% % Margin 32.1% 30.8% 32.3% 32.8% 32.4% 33.0% 33.5% 34.4% 35.3% 71bps 290bps Memo: Selected Cash Flow Items Greenfield Capex $146
$271 $283 $204 $252 $278 $304 $334 $358 Acquisition Purchase Price CapEx -——- 3 70 70 70 70 70 Other Capex(3) 45 60 46 48 68 72 76 80 84 Total CapEx $192 $331 $329 $255 $390 $420 $450 $484 $513 % of Total Revenue 21.9% 35.7% 33.1%
24.3% 34.7% 34.4% 33.6% 32.9% 31.6% Sale-Leaseback Proceeds $90 $120 $129 $48 $82 $135 $180 $204 $230 % of Total Revenue 10.3% 12.9% 13.0% 4.6% 7.3% 11.1% 13.5% 13.9% 14.2% Depreciation & Amortization(4) $62 $70 $81 $88 $89 $92 $95 $97
$100 % of Total Revenue 7.0% 7.5% 8.2% 8.4% 7.9% 7.5% 7.1% 6.6% 6.2% Change in Net Working Capital $19 $10 $28 $0 $8 $9 $10 $10 $11 % of Change in Total Revenue 16.3% 20.7% 41.8% 0.8% 11.4% 9.1% 8.3% 7.8% 7.7% Free Cash Flow(5) $236 $238
$277 $298 $305 $340 $382 $435 $496 % of Total Revenue 27.0% 25.6% 27.9% 28.3% 27.1% 27.9% 28.5% 29.5% 30.6% ____________________ Source: Boson Management and Public Filings as of September 30, 2025. Boson Management projections. Note: U.S
Dollars in millions. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash
rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Location count for 2026E-2030E includes 4 additional units vs Boson management plan due to different starting point as of December 2025 based on 2025 actual
results. (2) 40 new greenfield opening, with one relocation resulting in 39 net new greenfield. Additionally, one unit was closed during the period so the total net store growth is 38. (3) Consists of growth capex, maintenance capex, and integration
capex. (4) Represents book Depreciation & Amortization and excludes bonus depreciation. (5) Free cash flow calculated as Total Adjusted EBITDA less core store capex. Core store capex consists of maintenance and growth capex. 2022
core store capex assumed equal to other capex. (6) Reflects unaudited 2025 financials provided by Management on February 13, 2026. (2) (1) (6) 71 II ,,I,,I II ,I,I II II 11 II ,,I,,I II 11 II ,I,I 11 ,,I,,I II II ,1,1 II ,I,I 11 ,,I,,I II
II ,1,1 II ,I,I II ,,I,,I II II ,1,1 ,,I,,I II 11 II ,I,I 11 II ,I,I _!!_ ·7 I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I _ _!
7 Management Case vs. Wall Street Consensus Estimates Fiscal Year Ending December 31, CAGR
2024A 2025A 2026E 2027E 24A—27E Boson Projections 3.0% 2.9% 2.4% 4.5% Wall Street Consensus 3.0% 2.5% 2.4% 3.0% % Δ — 0.4% 0.1% 1.5% Boson Projections 38 29 30 35 (2.7%) Wall Street Consensus 38 35 32 34 (3.6%) Δ — (6)
(2) 1 % Δ — (17.1%) (5.8%) 2.9% Boson Projections $995 $1,052 $1,115 $1,199 6.4% Wall Street Consensus 995 1,053 1,128 1,207 6.7% $ Δ — (1) (13) (8) % Δ — (0.1%) (1.2%) (0.7%) Boson Projections $321 $345 $360
$394 7.1% Wall Street Consensus 321 342 367 398 7.4% $ Δ — 4 (7) (4) % Δ — 1.1% (1.8%) (1.0%) Boson Projections 32.3% 32.8% 32.3% 32.9% 0.6% Wall Street Consensus 32.3% 32.4% 32.5% 33.0% 0.7% % Δ — 0.4% (0.2%) (0.1%)
Same Store Sales Growth Net New Stores(1) Revenue (2) Adj. EBITDA (2) Adj. EBITDA Margin (2) ____________________ Source: Boson Management, Public Filings and FactSet as of December 29, 2025. Note: U.S Dollars in millions (except per
share values). Boson fiscal year ending December 31. Wall Street Consensus represents median figures. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss
on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Reflects net new stores adds not inclusive of any contemplated M&A.
(2) Excludes M&A contribution.
8 Valuation Summary ____________________ Source: Boson Management and Public Filings as of
September 30, 2025. Boson Management projections. Note: Market data as of February 13, 2026. U.S Dollars in millions (except per share values). Equity value per share rounded to the nearest $0.05, except historical share prices. Boson
fully diluted share count based on 328.479 basic common shares outstanding, 9.773 stock options with a weighted average exercise price of $6.81, and 5.326 RSUs pursuant to the Treasury Stock Method as of 2/13/2026 provided by management on
2/15/2026. Boson net debt balance of $782mm based on FY2025A total debt of $810mm and cash & equivalents of $28mm estimates provided by management on 2/5/2026. Estimates are preliminary, subject to change and represent unaudited financials.
(1) Values discounted to 12/31/2025 using year-end convention. Terminal year assumes normalized depreciation and amortization equal to 90.7% of capital expenditures. Terminal period assumes growth and
maintenance capital expenditures and no sale-lease back proceeds. (2) Analyst price targets discounted by 1-year at Boson’s midpoint cost of equity of 12.5%. (3) Adj. EBITDA figures unburdened for
stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee
retention credit, and other. For Reference Only Implied Reference Range Based on Boson Management Projections (Equity Value per Share) 52-Week Trading Range Wall Street Price Targets Selected Publicly Traded
Companies Selected Precedent Transactions Discounted Cash Flow Analysis (1) 52-Week Analyst FY2026E FY2025A Illustrative Closing High / Low Price Targets(2) Adj. EBITDA (3) Adj. EBITDA (3) Discount
Rate $4.68 – $8.49 $5.25 – $11.00 $364 $345 10.0% – 11.5% Selected EV / 2026E Selected EV / LTM Selected Adj. EBITDA Reference Dates Cost of Equity Adj. EBITDA Multiple Adj. EBITDA Multiple Exit Mutiple 10/13/25—2/28/25 12.5%
6.5x – 8.5x 8.0x – 10.5x 7.0x – 9.0x Implied Perpetuity Growth Rate 1.0% – 4.2% $4.68 $4.65 $4.70 $5.90 $6.10 $8.49 $9.80 $6.85 $8.45 $8.75 Boson Unaffected Share Price (10/17/2025): $4.79 Boson Current Share Price
(02/13/2026): $5.97 LGP Final Offer Price (02/01/2026): $7.00 ——, r- : : I I I L:I —-— —— —-JII _ — — -—
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——--1
Valuation Benchmarking Operational Benchmarking Equity Enterprise LTM Stock EV / Adj. EBITDA EV
/ (EBITDA—Net Capex) P/E Adj. EBITDA Margin Net Leverage Company Value Value Price Δ CY25E CY26E CY25E CY26E * CY 2026E CY26E CY25E $1,988 $2,797 (24.8%) 8.2x 7.6x 15.3x 14.2x 12.7x 32.6% 2.4x 4,948 6,868 (3.9%) 12.8 11.9 17.3 15.7 21.7
27.5% 3.6x 2,824 4,409 3.5% 9.4 8.6 14.4 11.6 12.0 25.3% 4.4 Median (0.2%) 11.1x 10.2x 15.8x 13.6x 16.8x 26.4% 4.0x 82,027 87,763 8.6% 22.1x 20.6x 31.1x 29.9x 30.2x 22.5% 1.4x $65,714 $74,475 11.2% 17.5 16.6 26.4 NA 24.6 21.3% 2.1 4,707 5,613 2.1%
27.2 16.5 28.6 17.1 42.3 8.0% 3.3 724 1,005 24.6% 9.1 9.0 10.4 NA 36.6 9.5% 2.5 3,727 4,003 21.1% 7.7 6.3 13.9 11.1 22.3 7.4% 0.5 Median 11.2% 17.5x 16.5x 26.4x 17.1x 30.2x 9.5% 2.1x Other Reference Comps Auto Service Comps (* Based on unaffected
stock price) $1,595* $2,404* (26.9%)* 7.1x* 6.6x* 13.2x* 12.0x* (3) (3) (3) (3) (4) (7) (4) (6) (5) (4) (7) (8) (3) (3) (2) (2) (1) (9) 9 ____________________ Source: Based on public company filings, including most recently filed 10Q and 10K.
Estimates per FactSet as of February 13, 2026. Note: * denotes sort order. Enterprise value includes finance leases and excludes operating leases. Metrics represent year ending December. Figures on this page (incl. Boson) based on FactSet
consensus estimates. (1) Represents metrics converted from IFRS to GAAP. (2) Adj. EBITDA unburdened for SBC. (3) Adj. EBITDA unburdened for SBC by adding back average CY’23 and CY’24 SBC as % of sales. (4) Adj. EBITDA
unburdened for SBC by adding back average CY’24 and CY’25 SBC as % of sales. (5) 2025E SLB proceeds interpolated from historical filings due to no projections available. (6) Represents Gross Capex. (7) NA due to lack of 2026E
Capex estimates. (8) Pro forma for Breeze acquisition that closed November 2025. (9) Pro forma for International Car Wash Business divestiture that closed January 2026. Selected Publicly Traded Companies
r-————————————————————————————————————————————————————-,
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—————————————————————————————————————————————————————-I
H AvroZone· .........._,-BG,o flJ d MO---N--R--01NC Advance/3’:” AutoParts/X
Sales YoY Growth Adj. EBITDA YoY Growth EPS YoY Growth Free Cash Flow Margin Company
‘22A—‘23A ‘23A—‘24A ‘24A—‘25E ‘22A—‘23A ‘23A—‘24A ‘24A—‘25E ‘22A—‘23A ‘23A—‘24A
‘24A—‘25E 2023A 2024A 2025E* 5.8% 7.3% 5.8% 1.4% 12.2% 6.4% (20.0%) 15.6% 16.2% (4.5%) (0.9%) 7.6% 13.1% 1.7% (20.0%) 4.2% 3.3% (14.9%) (23.8%) 22.6% 6.1% (2.6%) 11.3% 14.5% 16.8% 13.8% 9.3% (34.4%) 13.4% 15.8% 93.4% 33.6% 2.6%
14.9% 13.9% 15.3% Median 15.0% 7.8% (5.3%) (15.1%) 8.4% 0.5% 34.8% 28.1% 4.4% 6.2% 12.6% 14.9% 9.7% 5.7% 6.4% 8.6% 4.3% 6.0% 15.0% 5.7% 9.6% 16.4% 16.3% 15.8% 21.1% 4.2% 2.8% 33.0% (3.9%) 6.2% 112.2% (65.6%) 26.9% 15.0% 13.1% 14.2% 6.1% 4.2% 5.8%
8.4% 5.2% (1.1%) 11.9% 6.6% 0.0% 18.1% 17.0% 14.5% 1.2% (19.4%) (5.4%) (65.2%) (24.9%) 42.6% (96.2%) (158.0%) 879.3% 2.2% 2.0% 3.1% (3.6%) (5.3%) (3.5%) (9.2%) (20.7%) (7.7%) (9.9%) (48.1%) (22.0%) NA NA NA Median 6.1% 4.2% 2.8% 8.4% (3.9%) 6.0%
11.9% (48.1%) 9.6% 15.7% 14.7% 14.3% Other Reference Comps Auto Service Comps 10 Selected Publicly Traded Companies Historical Figures Benchmarking (5) (5) (5) (3) (3) (3) (3) (3) (3) (3) (3) (4) (4) ____________________ Source: Based on public
company filings, including most recently filed 10Q and 10K. Estimates per FactSet as of February 13, 2026. Note: * denotes sort order. Boson figures based on consensus estimates. Adj. EBITDA figures reconciled for interest expense, depreciation
and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. Figures on this page (incl. Boson) based on
FactSet consensus estimates. (1) Adj. EBITDA unburdened for SBC. (2) Calculated as (Adj. EBITDA – CapEx) / Sales. (3) Adj. EBITDA unburdened for SBC by adding back average CY’23 and CY’24 SBC as % of sales.
(4) Adj. EBITDA unburdened for SBC by adding back average CY’24 and CY’25 SBC as % of sales. (5) NA due to no available Capex information. (3) (4) (1) (2)
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__________________ J IHAvro.Zonti Advance/~ AutoParts/X MONR01NG
11 Selected Precedent Transactions ____________________ Source: Company filings, press
releases, SEC filings and investor presentations. Note: * denotes sort order. (1) Transaction value of $385mm per Driven Brands’ press release on February 25, 2025. $70.2mm adjusted EBITDA represents Driven Brands’ FY2024 Car
Wash segment burdened by $6.7mm of Stock-based Compensation results in an unburdened adjusted EBITDA of $76.9mm, per March 12, 2025 8K. Stock-based Compensation was derived by taking the Driven Brands sales over total sales and applying that
percentage to total Stock-based Compensation as the company didn’t disclose on a segment basis. (2) Transaction value of $625mm per Valvoline’s press release on February 20, 2025. EV / LTM EBITDA was also disclosed as 10.7x in
Valvoline’s press release on February 20, 2025 noting the adjusted EBITDA used is a non-GAAP pro forma measure for the twelve-month period ended October 31, 2024 based upon reported results
adjusted for certain normalizing and pro forma activity as a result of buy-side diligence. No mention of Stock-based Compensation in filings. (3) Transaction value of $310mm per Midas’ press release
on May 3, 2012. Adjusted FY2012 EBITDA of $32mm per Midas’ Schedule 14D -9 on March 12, 2012. No value of Stock-based Compensation disclosed. (4) Transaction value of $1.0bn per Pep
Boys’ press release on February 16, 2012. LTM EBITDA per fiscal year ending January 2011 10K as filed on April 11, 2011 and quarter ending October 2011 per 10Q filed on December 6, 2011. Stock-based compensation for Pep
Boy’s was $3.3mm per fiscal year ending January 2011 10K as filed on April 11, 2011 and quarter ending October 2011 per 10Q filed on December 6, 2011 so EBITDA has been unburdened to reflect this amount. (5) Transaction value of
$1.0bn per O’Reilly Auto Parts’ press release on April 1, 2008. LTM adjusted EBITDA per fiscal year ending February 2008 10K as filed on April 22, 2008 and quarter ending May 2008 per 8K filed on June 13, 2008. Stockbased
compensation was $2.7mm per fiscal year ending February 2008 10K as filed on April 22, 2008 and quarter ending May 2008 per 8K filed on June 13, 2008 so EBITDA has been unburdened to reflect this amount. (6) Transaction value of
$20.8mm per Midas’ press release on April 1, 2008. EV / LTM adjusted EBITDA disclosed in Midas’ Schedule 14D-9 on March 12, 2012. No mention of Stock-based Compensation in filings.
(7) Transaction value of $170mm per CSK Auto Corp’s press release on December 1, 2005. FY2004 adjusted EBITDA of $20mm per CSK Auto Corp’s 8K on January 9, 2006. No mention of Stock-based Compensation in filings. Date*
Target Acquirer EV / LTM Adj. EBITDA There have been a number of private car wash transactions, however, those terms are not publicly available Target Description (1) (2) (3) (4) (5) (6) (7) Feb-25 Feb-25 May-12 Feb-12 Apr-08 Apr-08 Dec-05 Car Wash Automotive Quick Lube & Maintenance Services Automotive Services Tire Shop, Auto Repair, Oil Changes & Maintenance Services Automotive Parts & Accessories Oil
Change & Auto Services Aftermarket Auto Parts & Accessories 5.0x 10.7x 9.7x 6.1x 8.8x 10.4x 8.5x Car Wash Business Dr/renBrands· breeze... ~ & AUTO SERVICE” ~......... lCKAUTO
12 Boson DCF Analysis Management Projections 2026E 2027E 2028E 2029E 2030E Terminal
(1) Net Sales $1,124 $1,221 $1,337 $1,472 $1,620 $1,620 % Growth 6.9% 8.7% 9.5% 10.0% 10.1% Adj. EBITDA (2) $364 $403 $448 $506 $572 $572 % Margin 32.4% 33.0% 33.5% 34.4% 35.3% 35.3% Less: Stock-based Compensation ($31) ($31) ($32)
($33) ($34) ($34) Adj. EBITDA (Burdened for SBC) $333 $372 $416 $472 $537 $537 % Margin 29.7% 30.4% 31.1% 32.1% 33.2% 33.2% Less: Depreciation & Amortization(4) (89) (92) (95) (97) (100) (69) Adj. EBIT (Burdened for SBC) $244 $280 $321
$375 $437 $469 % Margin 21.7% 22.9% 24.0% 25.5% 27.0% 28.9% Less: Taxes (3) (3) (4) (6) (12) (122) Memo: Effective Tax Rate (Incl. of Tax Asset) (3) 1.1% 1.1% 1.4% 1.5% 2.8% 26.0% Tax-Effected Adj. EBIT
(Burdened for SBC) $241 $277 $317 $369 $425 $347 Plus: Depreciation & Amortization (4) 89 92 95 97 100 69 Plus: Change in NWC 8 9 10 10 11 2 Less: Capital Expenditures (Excluding Acquisitions) (320) (350) (380) (414) (443) (75) Less:
Acquisition Purchase Price CapEx (70) (70) (70) (70) (70) — Plus: Sale-Leaseback Proceeds 82 135 180 204 230 — Unlevered Free Cash Flow $31 $93 $151 $197 $253 $342 Terminal Multiple Method PV of PV of Terminal Value at Enterprise Value
at Implied Perpetuity Growth Discount ‘26E—‘30E Adj. EBITDA Exit Multiple of Adj. EBITDA Exit Multiple of Rate at Adj. EBITDA Exit Multiple of Rate Cash Flows 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 10.0% $535 $2,484
$2,839 $3,194 $3,020 $3,375 $3,730 1.0% 2.0% 2.8% 11.0% 520 + 2,375 2,714 3,053 = 2,895 3,234 3,573 1.8% 2.9% 3.7% 11.5% 513 2,322 2,653 2,985 2,835 3,167 3,498 2.3% 3.3% 4.2% Equity Value at Equity Value(6) per Share at Discount Less: Net Debt Adj.
EBITDA Exit Multiple of Adj. EBITDA Exit Multiple of Rate (as of YE25E) (5) 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 10.0% ($782) $2,238 $2,593 $2,948 $6.65 $7.70 $8.75 11.0% (782) = 2,113 2,453 2,792 6.30 7.30 8.30 11.5% (782) 2,053 2,385 2,717 6.10
7.10 8.05 ____________________ Source: Boson Management and Public Filings as of September 30, 2025. Boson Management projections. Note: U.S Dollars in millions (except per share values). Values discounted to 12/31/2025 using year-end convention. Equity value per share rounded to the nearest $0.05. (1) Terminal year assumes normalized depreciation and amortization equal to 90.7% of capital expenditures, capital expenditures limited to
growth & maintenance, no sale-lease back proceeds and 26% marginal statutory tax rate, with no bonus tax depreciation. (2) Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation
and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (3) Represents cash taxes inclusive of bonus
tax depreciation and NOLs impact. (4) Represents book Depreciation & Amortization and excludes bonus depreciation. (5) Capital structure as of 12/31/2025 based on total debt of $810mm and cash & cash equivalents of $28mm
estimates provided by management on 2/5/2026. Estimates are preliminary, subject to change and represent unaudited financials. (6) Boson fully diluted share count as of 2/13/2026 pursuant to the Treasury Stock Method based on 328.479 basic
common shares outstanding, 9.773 stock options with a weighted average exercise price of $6.81, and 5.326 RSUs estimates provided by management on 2/15/2026.
Appendix
13 Boson Weighted Average Cost of Capital Range Cost of Equity Low High Source Risk Free Rate
4.6% Twenty year U.S. Government bond yield as of February 13, 2026 Levered Beta 1.31 Represents Company’s historical Bloomberg adjusted beta levered at the Company’s average capital structure since IPO. Bloomberg betas based on
regression of weekly performance as compared to the broad U.S. equity market since IPO. Boson went public in June 2021, approximately 4.5 years ago Equity Risk Premium 5.0% 7.0% Equity risk premium relative to twenty year U.S. Government bond yield
per BofA Securities estimates, based upon analysis of long-term historical data of the broad U.S. equity market Cost of Equity 11.2% 13.8% Cost of Debt Pre-tax Cost of Debt 8.25% Based on market estimates for
new unsecured 10-year debt Marginal Tax Rate 26.0% Marginal statutory tax rate After-tax Cost of Debt 6.1% Net Debt / Net Capital 28.9% Based on Boson’s Current
Capital Structure Weighted Average Cost of Capital 9.7% 11.6% ____________________ Source: FactSet and Bloomberg as of February 13, 2026. Note: USD in millions. Boson went public in June 2021.
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Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value Situation Overview 1 Boson Public
Markets Perspectives 2 Boson Preliminary Financial Analysis 6 Appendix 14 Table of Contents
Situation Overview 1 Background ▪ On November 25, 2025, LGP has submitted a
preliminary proposal to acquire 100% of the common stock of MCW at $6.25 per share Purchase Price ▪ Offer Price: $6.25 per share ▪ Premium to 30-day trailing average price ($5.12 as of 11/24/25):
22% ▪ Premium to unaffected price ($4.79 as of 10/17/25): 30% ▪ Premium to closing price ($5.99 as of 01/13/26): 4% ▪ Equity Value: $2,081mm ▪ Implied Enterprise Value(1): $2,890mm Financing ▪ LGP would finance the
transaction with a combination of rollover equity and new debt ▪ Under the proposal, LGP would roll its 219 million shares ▪ LGP believes that at least $1.7bn of funded debt is available to finance this transaction, and would be
sufficient to buy out the public shareholders and to pay all related fees and expenses ▪ LGP does not anticipate this transaction will require any additional new equity capital Time to Sign ▪ 30 days Outstanding Diligence &
Definitive Documentation ▪ No outstanding diligence given existing ownership ▪ Execution of definitive documentation would be subject to: (a) receipt of financing commitments necessary to complete this transaction (which LGP is
confident will be available to them); and (b) negotiation of a satisfactory merger agreement with customary representations, warranties, covenants and conditions contained in acquisitions of public companies ____________________ (1) LGP bid
calculated based on Boson net debt balance of $809mm, consisting of Q3 2025A total debt of $845mm and cash & cash equivalents of $36mm as of 9/30/2025.
Boson Public Markets Perspectives
Boson Core Comps (1) Other Reference Comps SP50 L1Y (28.0%) (10.8%) 22.5% 15.4% L2Y
(39.4%) (5.9%) 55.5% 40.8% L3Y (51.0%) (28.5%) (34.6%) 68.4% Since IPO (70.5%) (27.1%) (13.9%) 62.7% Summary Performance Boson Core Comps (1) Other Reference Comps SP50 1-Month 6.6% 1.2% 0.6% 2.0% 6-Month (9.5%) (16.4%) 3.3% 11.2% L1Y (15.6%) (5.1%) 7.4% 19.3% Summary Performance 50% 60% 70% 80% 90% 100% 110% 120% 130% 140% Jan-25
Mar-25 Jun-25 Aug-25 Nov-25 Jan-26 0% 60% 120%
180% Jun-21 May-22 Apr-23 Mar-24 Feb-25 Jan-26 Mister Car Wash, Inc. Current Price (1/13/2026) $5.99 52-Week High (2/28/2025) 8.49 52-Week Low (10/13/2025) 4.68 Equity Value
$1,994 (–) Cash & Equivalents (36) (+) Debt and Finance Leases 845 (+) NCI — Enterprise Value $2,803 Valuation Metrics CY Period 2025E 2026E 2027E EV / Adj. EBITDA 8.2x 7.6x 7.1x P / E 13.9x 12.7x 11.4x Leverage Ratio 2.3x 2.0x
1.7x 2 Public Market Overview LTM Share Price Performance Boson Public Market Overview (Indexed to 100) (Indexed to 100) Share Price Performance Since IPO (15.6%) +7.4% (5.1%) +19.3% (2) (70.5%) (13.9%) (27.1%) +62.7% (2) ____________________
Source: Company filings and FactSet as of January 13, 2026. Note: Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. Balance sheet as of 3Q25. (1) Peers include Valvoline (VVV) and Driven Brands (DRVN). (2) Peers include O’Reilly
(ORLY), Boyd (BYD-CA), Autozone (AZO), Advance Auto Parts (AAP) and Monro (MNRO). Advance Auto Parts had +60% EPS beat in Q2 2025 which resulted in stock price jump. (3) Represents stock price performance
during next and current trading session for Q3 earnings and sale leak report, respectively. (4) Valuation metrics based on street consensus. MCW delivered strong Q3’25 earnings, beating SSSg, Sales and Adj. EBITDA consensus estimates
+8.5%(3) October 29, 2025 News reports hint at MCW sale amid potential strategic review process +6.5%(3) October 20, 2025 (4)
3 Historical Valuation Overview 5x 10x 15x 20x 25x 30x
Jun-21 Mar-22 Dec-22 Oct-23 Jul-24 Apr-25 Jan-26 7.6x 8.8x EV / NTM Adj. EBITDA Since IPO (1) ____________________ Source: FactSet as of January 13, 2026. Note: Adj. EBITDA figures unburdened for
stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee
retention credit, and other. Figures on this page based on FactSet consensus estimates and using Boson’s reported Q3 net debt. (1) Peers include Valvoline (VVV) and Driven Brands (DRVN). Boson Core Comps Since IPO 12.9x 11.9x L4Y 11.5x
11.5x L3Y 10.0x 11.1x L2Y 9.3x 10.3x L1Y 8.3x 9.8x L6M 7.4x 9.3x L3M 7.1x 8.7x L1M 7.4x 8.6x Summary Averages
6x 13x 20x 27x Dec-21
Oct-22 Aug-23 May-24 Mar-25 Jan-26 4 8.2x 9.7x EV
/ LTM Adj. EBITDA (1) ____________________ Source: FactSet as of January 13, 2026. Note: LTM data only available up till September 2025 due to lack of actual LTM figures from quarterly releases after September 2025. Adj. EBITDA figures
unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of
debt, employee retention credit, and other. Figures on this page based on FactSet consensus estimates and using Boson’s reported Q3 net debt. (1) Peers include Valvoline (VVV) and Driven Brands (DRVN). Boson Core Comps Since IPO 12.7x
12.8x L4Y 12.5x 12.3x L3Y 10.8x 11.9x L2Y 10.1x 11.4x L1Y 8.9x 10.6x L6M 7.9x 10.3x L3M 7.6x 9.8x L1M 8.0x 9.6x Summary Averages Historical Valuation Overview (Cont’d)
69% 70% 72% 72% 68% 68% 68% 68% 67% 67% 66% 66% 25% 22% 22% 22% 26% 26% 26% 26% 28% 28% 26% 26%
6% 6% 6% 6% 5% 5% 6% 6% 6% 6% 5% 5% 0.00 4.00 8.00 12.00 0% 20% 40% 60% 80% 100% Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Price ($) 8.00 Share Price Target Price Buy Hold Sell 5 Boson
Broker’s Outlook ____________________ Source: FactSet as of January 13, 2026. Note: * denotes sort order. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization
expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Excludes BTIG as they do not report price targets.
(2) Based on share price of $5.99 as of January 13, 2026. $5.99 $8.00 Stock FY 2025E FY 2026E Date* Select Brokers Rating Price Target Revenue Adj. EBITDA EPS Revenue Adj. EBITDA EPS 01/08/2026 Mizuho Securities USA Buy $8.00 $1,052 $341
$0.43 $1,126 $367 $0.47 01/06/2026 Wells Fargo Securities Buy $7.00 $1,050 $342 $0.43 $1,112 $364 $0.47 11/6/2025 JP Morgan Buy $8.50 $1,054 $342 $0.42 $1,115 $367 $0.46 10/31/2025 Stifel Nicolaus Hold $7.50 $1,053 $342 $0.43 $1,131 $373 $0.46
10/30/2025 Stephens Buy $6.25 $1,054 $340 $0.43 $1,138 $357 $0.47 10/30/2025 Morgan Stanley Hold $7.50 $1,052 $342 $0.43 $1,122 $371 $0.48 10/30/2025 William Blair Buy $10.00 $1,051 $343 $0.43 $1,128 $372 $0.49 10/30/2025 Jefferies Buy $11.00 $1,054
$342 $0.43 $1,134 $378 $0.50 10/30/2025 BMO Capital Markets Buy $9.00 $1,054 $343 $0.43 $1,135 $364 $0.47 10/30/2025 Guggenheim Securities Buy $8.00 $1,058 $342 — $1,133 $366 $0.41 10/30/2025 Raymond James Buy $8.00 $1,053 $343 $0.43 $1,125
$371 $0.47 10/30/2025 Piper Sandler Companies Hold $6.00 $1,054 $341 $0.43 $1,104 $353 $0.45 10/30/2025 BTIG Hold — $1,051 $342 $0.44 $1,129 $370 $0.51 10/30/2025 Goldman Sachs Sell $5.25 $1,051 $341 $0.42 $1,113 $362 $0.44 10/29/2025 Baird
Buy $8.00 $1,052 $341 $0.42 $1,111 $360 $0.52 10/29/2025 UBS Hold $6.25 $1,051 $342 $0.43 $1,130 $406 $0.53 Median $8.00 $1,052 $342 $0.43 $1,128 $367 $0.47 % Upside to Current Share Price 33.6% (1) (1) (2)
==—=-==========================——-=-======== ==-=—_=_ -=_ -=== ==-=-=====——=-=—— =—=—= ==—=== ===============_== _=-== -=— ================
Boson Preliminary Financial Analysis
6 Boson Financial Summary Management Projections Historical Management Projections CAGR /
Δ CAGR / Δ Fiscal Year Ending December 31, in Margin in Margin 2022A 2023A 2024A 2025E 2026E 2027E 2028E 2029E 2030E ‘22A—‘24A ‘25E—‘30E Location Count 436 476 514 544 584 629 677 729 783 8.6% 7.6%
Change in Location Count, Net 40 40 38 30 40 45 48 52 54 Greenfield Locations 28 35 38 30 30 35 38 42 44 Acquired Locations 12 6 -—- 10 10 10 10 10 Total Revenue $877 $927 $995 $1,057 $1,124 $1,221 $1,337 $1,472 $1,620 6.5% 8.9% % Mature SSS
1.0% (0.8%) 0.4% 2.9% 3.4% 4.2% 4.4% % Ramping SSS 2.0% 3.8% 2.0% 1.6% 1.4% 1.3% 1.4% % Total SSS 5.0% 0.3% 3.0% 3.0% 2.4% 4.5% 4.7% 5.6% 5.8% % Growth 15.6% 5.8% 7.3% 6.2% 6.4% 8.7% 9.5% 10.0% 10.1% Total
4-Wall EBITDAR $438 $459 $503 $536 $564 $609 $660 $726 $802 7.2% 8.4% Plus: M&A 4-Wall Contribution — 4 9 17 26 34 Less: Cost of Rent (88) (100) (110) (122)
(130) (139) (151) (165) (181) Total 4-Wall EBITDA $350 $358 $393 $414 $437 $479 $527 $587 $656 6.0% 9.6% % Margin 39.9% 38.7% 39.5% 39.2% 38.9% 39.2% 39.4% 39.9% 40.5% (36bps) 132bps Less: Corporate Expenses
(68) (73) (72) (70) (73) (76) (79) (81) (84) Total Adj. EBITDA $282 $286 $321 $343 $364 $403 $448 $506 $572 6.7% 10.7% % Margin 32.1% 30.8% 32.3% 32.5% 32.4% 33.0% 33.5% 34.4% 35.3% 13bps 278bps Memo: Selected Cash Flow Items Greenfield Capex $146
$271 $283 $206 $252 $278 $304 $334 $358 Acquisition Purchase Price CapEx -———- 70 70 70 70 70 Other Capex (2) 45 60 46 60 68 72 76 80 84 Total CapEx $192 $331 $329 $266 $390 $420 $450 $484 $513 % of Total Revenue 21.9% 35.7%
33.1% 25.2% 34.7% 34.4% 33.6% 32.9% 31.6% Sale-Leaseback Proceeds $90 $120 $129 $45 $82 $135 $180 $204 $230 % of Total Revenue 10.3% 12.9% 13.0% 4.3% 7.3% 11.1% 13.5% 13.9% 14.2% Depreciation & Amortization (3) $62 $70 $81 $86 $89 $92
$95 $97 $100 % of Total Revenue 7.0% 7.5% 8.2% 8.1% 7.9% 7.5% 7.1% 6.6% 6.2% Change in Net Working Capital $19 $10 $28 $6 $8 $9 $10 $10 $11 % of Change in Total Revenue 16.3% 20.7% 41.8% 9.7% 12.2% 9.1% 8.3% 7.8% 7.7% Free Cash Flow (4)
$236 $238 $277 $283 $305 $340 $382 $435 $496 % of Total Revenue 27.0% 25.6% 27.9% 26.8% 27.1% 27.9% 28.5% 29.5% 30.6% ____________________ Source: Boson Management and Public Filings as of September 2025. Boson Management projections. Note: U.S
Dollars in millions. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash
rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) 40 new greenfield opening, with one relocation resulting in 39 net new greenfield. Additionally, one unit was closed during the period so the total net store
growth is 38. (2) Consists of growth capex, maintenance capex, and integration capex. (3) Represents book Depreciation & Amortization and excludes bonus depreciation. (4) Free cash flow calculated as Total Adjusted EBITDA less
core store capex. Core store capex consists of maintenance and growth capex. 2022 core store capex assumed equal to other capex. (1) ——-7 I II II II II 11 II II II 11 II II II II II 11 II II II II
II II II II II 11 II II II 11 II II II II II II 11 II II II 11 II 11 II II II II 11 II II II II II 11 II II II II II II II ——-7 I I I I I I I J L ________ _
7 Management Case vs. Wall Street Consensus Estimates Fiscal Year Ending December 31, CAGR
2024A 2025E 2026E 2027E 24A—27E Boson Projections 3.0% 3.0% 2.4% 4.5% Wall Street Consensus 3.0% 2.5% 2.4% 3.0% % Δ — 0.5% 0.1% 1.5% Boson Projections 38 30 30 35 (2.7%) Wall Street Consensus 38 35 32 34 (3.6%) Δ — (5)
(2) 1 % Δ — (0) (0) 0 Boson Projections $995 $1,057 $1,115 $1,199 6.4% Wall Street Consensus 995 1,053 1,128 1,207 6.7% $ Δ — 4 (13) (8) % Δ — 0.4% (1.2%) (0.7%) Boson Projections $321 $343 $360 $394 7.1% Wall
Street Consensus 321 342 367 398 7.4% $ Δ — 2 (7) (4) % Δ — 0.5% (1.8%) (1.0%) Boson Projections 32.3% 32.5% 32.3% 32.9% 0.6% Wall Street Consensus 32.3% 32.4% 32.5% 33.0% 0.7% % Δ — 0.1% (0.2%) (0.1%) Adj. EBITDA
Margin(2) Same Store Sales Growth Revenue (2) Adj. EBITDA(2) Net New Stores (1) ____________________ Source: Boson Management, Public Filings and FactSet as of December 29, 2025. Note: U.S Dollars in millions (except per share values).
Boson fiscal year ending December 31. Wall Street Consensus represents mean figures. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale,
acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (1) Reflects net new stores adds not inclusive of any contemplated M&A.
(2) Excludes M&A contribution.
8 Boson Analysis at Various Prices ____________________ Source: Boson Management, Public
Filings as of September 2025 and FactSet as of January 13, 2026. Note: U.S Dollars in millions (except per share values). Boson fiscal year ending December 31. Adj. EBITDA figures unburdened for stock-based compensation and reconciled for
interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other.
(1) Unaffected date as of October 17, 2025. (2) Based on closing price over the past 52 weeks. (3) Boson fully diluted share count based on 327.568 basic common shares outstanding, 10.506 stock options with a weighted average exercise
price of $6.55, and 5.402 RSUs pursuant to the Treasury Stock Method as of 09/30/25. (4) Boson current net debt balance of $781mm based on FY2025A total debt of $810mm and cash & equivalents of $28mm estimates provided on 1/7/2026.
Estimates are preliminary, subject to change and represent unaudited financials. (5) As per Boson management projections. Current LGP Offer Boson Share Price $5.99 $6.00 $6.25 $6.50 $6.75 $7.00 $7.25 $7.50 $7.75 Premium / (Discount) to: Metric
Unaffected Price(1) $4.79 25.1% 25.3% 30.5% 35.7% 40.9% 46.1% 51.4% 56.6% 61.8% Current Price $5.99 — 0.2% 4.3% 8.5% 12.7% 16.9% 21.0% 25.2% 29.4% 52-Week High (2) $8.49 (29.4%) (29.3%) (26.4%) (23.4%)
(20.5%) (17.6%) (14.6%) (11.7%) (8.7%) 52-Week Low (2) $4.68 28.0% 28.2% 33.5% 38.9% 44.2% 49.6% 54.9% 60.3% 65.6% 30-Day VWAP $5.63 6.4% 6.6% 11.0% 15.4% 19.9% 24.3%
28.8% 33.2% 37.6% 90-Day VWAP $5.34 12.2% 12.4% 17.1% 21.8% 26.5% 31.1% 35.8% 40.5% 45.2% Analyst Price Target (Median) $8.00 (25.1%) (25.0%) (21.9%) (18.8%) (15.6%) (12.5%) (9.4%) (6.3%) (3.1%) Implied Equity
Value (3) $1,994 $1,998 $2,081 $2,164 $2,250 $2,336 $2,421 $2,507 $2,593 Plus: Net Debt (as of FY25) (4) 781 781 781 781 781 781 781 781 781 Implied Enterprise Value $2,776 $2,779 $2,862 $2,945 $3,031 $3,117 $3,203 $3,288 $3,374 Implied Multiples:
Metric (5) FY 2025E 343 8.1 8.1 8.3 8.6 8.8 9.1 9.3 9.6 9.8 FY 2026E 364 7.6 7.6 7.9 8.1 8.3 8.6 8.8 9.0 9.3
EV / Adj. EBITDA 9 Illustrative Valuation Summary For Reference Only Implied Reference Range
Based on Boson Management Projections (Equity Value per Share) 52-Week Trading Range Wall Street Price Targets Selected Publicly Traded Companies Selected Precedent Transactions Preliminary Discounted Cash
Flow Analysis (1) 52-Week Analyst FY2026E FY2025E Illustrative Closing High / Low Price Targets(2) Adj. EBITDA (3) Adj. EBITDA (3) Discount Rate $4.68 – $8.49 $5.25 – $11.00 $364 $343
10.0% – 12.0% Selected EV / 2026E Selected EV / LTM Selected Adj. EBITDA Reference Dates Cost of Equity Adj. EBITDA Multiple Adj. EBITDA Multiple Exit Mutiple 10/13/25—2/28/25 12.1% 6.5x – 8.5x 8.0x – 10.5x 7.0x – 9.0x
Implied Perpetuity Growth Rate 1.0% – 4.6% $4.68 $4.70 $4.75 $5.90 $6.00 $8.49 $9.80 $6.95 $8.50 $8.80 Boson Unaffected Share Price (10/17/2025): $4.79 LGP Offer Price (11/25/2025): $6.25 Boson Current Share Price (01/13/2026): $5.99
____________________ Source: Boson Management and Public Filings as of September 2025. Boson Management projections. Note: Market data as of January 13, 2026. U.S Dollars in millions (except per share values). Equity value per share rounded to
the nearest $0.05, except historical share prices. Boson fully diluted share count based on 327.568 basic common shares outstanding, 10.506 stock options with a weighted average exercise price of $6.55, and 5.402 RSUs pursuant to the Treasury Stock
Method as of 9/30/25. Boson net debt balance of $781mm based on FY2025A total debt of $810mm and cash & equivalents of $28mm estimates provided on 1/7/2026. Estimates are preliminary, subject to change and represent unaudited financials.
(1) Values discounted to 12/31/2025 using year-end convention. Terminal year assumes normalized depreciation and amortization equal to 90.7% of capital expenditures. Terminal period assumes growth and
maintenance capital expenditures and no sale-lease back proceeds. (2) Analyst price targets discounted by 1-year at Boson’s midpoint cost of equity of 12.1%. (3) Adj. EBITDA figures unburdened for
stock-based compensation and reconciled for interest expense, depreciation and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee
retention credit, and other. ~~ ~ .-———, I I I I I I I I I I I I I I ! _____ _J I I .———-, I I I I I I I I I I I I I I I I I I I I ‘———— ‘ I I I I I
————— ———-1I —.If ——-,—— I I I I I I I I I I I I I I I I I :——- l I I I I I I I I I I I I I I I ‘ I I I I I I I
10 ____________________ Source: Based on public company filings, including most recently filed
10Q and 10K. Estimates per FactSet as of January 13, 2026. Note: * denotes sort order. Enterprise value includes finance leases and excludes operating leases. Metrics represent year ending December. Figures on this page (incl. Boson) based on
FactSet consensus estimates. (1) Represents metrics converted from IFRS to GAAP. (2) Adj. EBITDA unburdened for SBC. (3) Adj. EBITDA unburdened for SBC by adding back average CY’23 and CY’24 SBC as % of sales.
(4) Adj. EBITDA unburdened for SBC by adding back average CY’24 and CY’25 SBC as % of sales. (5) 2025E SLB proceeds interpolated from historical filings due to no projections available. (6) Represents Gross Capex. (7) NA
due to lack of 2026E Capex estimates. (8) Pro forma for Breeze acquisition that closed November 2025. Selected Publicly Traded Companies Benchmarking Valuation Benchmarking Operational Benchmarking Equity Enterprise LTM Stock EV / Adj. EBITDA
EV / (EBITDA—Net Capex) P/E Adj. EBITDA Margin Net Leverage Company Value Value Price Δ CY25E CY26E CY25E CY26E * CY 2026E CY26E CY25E $1,994 $2,803 (15.6%) 8.2x 7.6x 15.2x 13.8x 12.7x 32.5% 2.3x 3,997 5,863 (11.2%) 11.5 10.2 15.8 13.6
18.1 27.3% 2.5x 2,662 4,737 0.9% 8.8 8.4 12.7 11.1 10.6 24.8% 3.9 Median (5.1%) 10.2x 9.3x 14.3x 12.3x 14.4x 26.0% 3.2x 80,297 86,033 17.3% 21.5x 19.9x 30.0x 27.8x 28.6x 22.7% 1.4x $59,572 $68,332 8.2% 16.1 15.3 24.3 NA 22.3 21.3% 2.1 4,416 5,316
7.4% 25.8 15.6 27.1 16.2 39.6 8.1% 3.2 632 926 (4.9%) 8.7 8.8 9.9 NA 32.5 8.8% 2.8 2,683 2,959 (5.5%) 5.7 4.8 10.3 8.6 16.1 7.2% 0.5 Median 7.4% 16.1x 15.3x 24.3x 16.2x 28.6x 8.8% 2.1x Other Reference Comps Core Comps (* Based on unaffected stock
price) $1,595* $2,404* (26.9%)* 7.1x* 6.6x* 13.2x* 12.0x* (3) (3) (3) (3) (3) (3) (3) (3) (3) (4) (7) (4) (6) (5) (4) (7) (8)
————————————————————————————————————————————————————————————————————————————————————-
I I I I I I I ! Mister· ! I I I I I
————————————————————————————————————————————————————————————————————————————————————————————————————————
. Valvoline. Drive Brands· D Avrozonti .,—....._ MONR01NG Advance/~ · AutoPartslX
Sales YoY Growth Adj. EBITDA YoY Growth EPS YoY Growth Free Cash Flow Margin Company
‘22A—‘23A ‘23A—‘24A ‘24A—‘25E ‘22A—‘23A ‘23A—‘24A ‘24A—‘25E ‘22A—‘23A ‘23A—‘24A
‘24A—‘25E 2023A 2024A 2025E* 5.8% 7.3% 5.8% 1.4% 12.2% 6.4% (20.0%) 15.6% 16.2% (4.5%) (0.9%) 7.8% 13.1% 1.7% (9.8%) 4.6% 3.2% (8.0%) (23.8%) 22.6% 8.2% (1.3%) 12.7% 16.0% 16.8% 13.8% 9.3% (34.4%) 13.4% 10.1% 93.4% 33.6% 2.0% 14.9%
13.9% 13.8% Median 15.0% 7.8% (0.2%) (14.9%) 8.3% 1.1% 34.8% 28.1% 5.1% 6.8% 13.3% 14.9% 9.7% 5.7% 6.2% 8.6% 4.3% 6.7% 15.0% 5.7% 9.6% 16.4% 16.3% 16.0% 21.1% 4.2% 2.8% 33.0% (3.9%) 8.4% 112.2% (65.6%) 26.0% 15.0% 13.1% 14.5% 6.1% 4.2% 5.8% 8.4%
5.2% (1.1%) 11.9% 6.6% 0.1% 18.1% 17.0% 14.5% 1.2% (19.4%) (5.7%) (65.2%) (24.9%) 42.5% (96.2%) (158.0%) 723.4% 2.2% 2.0% 3.1% (3.6%) (5.3%) (3.2%) (9.2%) (20.7%) (10.7%) (9.9%) (48.1%) (23.1%) NA NA NA Median 6.1% 4.2% 2.8% 8.4% (3.9%) 6.7% 11.9%
(48.1%) 9.6% 15.7% 14.7% 14.5% Other Reference Comps Core Comps 11 Selected Publicly Traded Companies Historical Figures Benchmarking (2) (1) (5) (5) (5) (3) (3) (3) (3) (3) (3) (3) (3) (3) (4) (4) (4) ____________________ Source: Based on public
company filings, including most recently filed 10Q and 10K. Estimates per FactSet as of January 13, 2026. Note: * denotes sort order. MCW figures based on consensus estimates. Adj. EBITDA figures reconciled for interest expense, depreciation
and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. Figures on this page (incl. Boson) based on
FactSet consensus estimates. (1) Adj. EBITDA unburdened for SBC. (2) Calculated as (Adj. EBITDA – CapEx) / Sales. (3) Adj. EBITDA unburdened for SBC by adding back average CY’23 and CY’24 SBC as % of sales.
(4) Adj. EBITDA unburdened for SBC by adding back average CY’24 and CY’25 SBC as % of sales. (5) NA due to no available Capex information. Mister· Driri Brands· HAvrozone· AttVancef~ · AutoPartsl:.-.
MONR01NC
12 Selected Precedent Transactions ____________________ Source: Company filings, press
releases, SEC filings and investor presentations. Note: * denotes sort order. (1) Transaction value of $385mm per Driven Brands’ press release on February 25, 2025. $70.2mm adjusted EBITDA represents Driven Brands’ FY2024 Car
Wash segment burdened by $6.7mm of Stock-based Compensation results in an unburdened adjusted EBITDA of $76.9mm, per March 12, 2025 8K. Stock-based Compensation was derived by taking the Driven Brands sales over total sales and applying that
percentage to total Stock-based Compensation as the company didn’t disclose on a segment basis. (2) Transaction value of $625mm per Valvoline’s press release on February 20, 2025. EV / LTM EBITDA was also disclosed as 10.7x in
Valvoline’s press release on February 20, 2025 noting the adjusted EBITDA used is a non-GAAP pro forma measure for the twelve-month period ended October 31, 2024 based upon reported results
adjusted for certain normalizing and pro forma activity as a result of buy-side diligence. No mention of Stock-based Compensation in filings. (3) Transaction value of $310mm per Midas’ press release
on May 3, 2012. Adjusted FY2012 EBITDA of $32mm per Midas’ Schedule 14D -9 on March 12, 2012. No value of Stock-based Compensation disclosed. (4) Transaction value of $1.0bn per Pep
Boys’ press release on February 16, 2012. LTM EBITDA per fiscal year ending January 2011 10K as filed on April 11, 2011 and quarter ending October 2011 per 10Q filed on December 6, 2011. Stock-based compensation for Pep
Boy’s was $3.3mm per fiscal year ending January 2011 10K as filed on April 11, 2011 and quarter ending October 2011 per 10Q filed on December 6, 2011 so EBITDA has been unburdened to reflect this amount. (5) Transaction value of
$1.0bn per O’Reilly Auto Parts’ press release on April 1, 2008. LTM adjusted EBITDA per fiscal year ending February 2008 10K as filed on April 22, 2008 and quarter ending May 2008 per 8K filed on June 13, 2008. Stockbased
compensation was $2.7mm per fiscal year ending February 2008 10K as filed on April 22, 2008 and quarter ending May 2008 per 8K filed on June 13, 2008 so EBITDA has been unburdened to reflect this amount. (6) Transaction value of
$20.8mm per Midas’ press release on April 1, 2008. EV / LTM adjusted EBITDA disclosed in Midas’ Schedule 14D-9 on March 12, 2012. No mention of Stock-based Compensation in filings.
(7) Transaction value of $170mm per CSK Auto Corp’s press release on December 1, 2005. FY2004 adjusted EBITDA of $20mm per CSK Auto Corp’s 8K on January 9, 2006. No mention of Stock-based Compensation in filings. Date*
Target Acquirer EV / LTM Adj. EBITDA There have been a number of private car wash transactions, however, those terms are not publicly available Target Description (1) (2) (3) (4) (5) (6) (7) Feb-25 Feb-25 May-12 Feb-12 Apr-08 Apr-08 Dec-05 Car Wash Automotive Quick Lube & Maintenance Services Automotive Services Tire Shop, Auto Repair, Oil Changes & Maintenance Services Automotive Parts & Accessories Oil
Change & Auto Services Aftermarket Auto Parts & Accessories 5.0x 10.7x 9.7x 6.1x 8.8x 10.4x 8.5x Car Wash Business Dr/renBrands· breeze... ~ & AUTO SERVICE” ~......... lCKAUTO
13 Boson Illustrative DCF Analysis Management Projections 2026E 2027E 2028E 2029E 2030E
Terminal (1) Net Sales $1,124 $1,221 $1,337 $1,472 $1,620 $1,620 % Growth 6.4% 8.7% 9.5% 10.0% 10.1% Adj. EBITDA (2) $364 $403 $448 $506 $572 $572 % Margin 32.4% 33.0% 33.5% 34.4% 35.3% 35.3% Less: Stock-based Compensation ($31) ($31)
($32) ($33) ($34) ($34) Adj. EBITDA (Burdened for SBC) $333 $372 $416 $472 $537 $537 % Margin 29.7% 30.4% 31.1% 32.1% 33.2% 33.2% Less: Depreciation & Amortization(4) (89) (92) (95) (97) (100) (69) Adj. EBIT (Burdened for SBC) $244
$280 $321 $375 $437 $469 % Margin 21.7% 22.9% 24.0% 25.5% 27.0% 28.9% Less: Taxes (3) (3) (4) (6) (12) (122) Memo: Effective Tax Rate (Incl. of Tax Asset) (3) 1.1% 1.1% 1.4% 1.5% 2.8% 26.0% Tax-Effected
Adj. EBIT (Burdened for SBC) $241 $277 $317 $369 $425 $347 Plus: Depreciation & Amortization (4) 89 92 95 97 100 69 Plus: Change in NWC 8 9 10 10 11 2 Less: Capital Expenditures (Excluding Acquisitions) (320) (350) (380) (414) (443) (75)
Less: Acquisition Purchase Price CapEx (70) (70) (70) (70) (70) — Plus: Sale-Leaseback Proceeds 82 135 180 204 230 — Unlevered Free Cash Flow $31 $93 $151 $197 $253 $342 Terminal Multiple Method PV of PV of Terminal Value at Enterprise
Value at Implied Perpetuity Growth Discount ‘26E—‘30E Adj. EBITDA Exit Multiple of Adj. EBITDA Exit Multiple of Rate at Adj. EBITDA Exit Multiple of Rate Cash Flows 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 10.0% $535
$2,484 $2,839 $3,194 $3,020 $3,375 $3,730 1.0% 2.0% 2.8% 11.0% 520 + 2,375 2,714 3,053 = 2,895 3,234 3,573 1.8% 2.9% 3.7% 12.0% 506 2,270 2,595 2,919 2,777 3,101 3,425 2.7% 3.8% 4.6% Equity Value at Equity Value(5) per Share at Discount Less: Net
Debt Adj. EBITDA Exit Multiple of Adj. EBITDA Exit Multiple of Rate (as of YE25E) (5) 7.00x 8.00x 9.00x 7.00x 8.00x 9.00x 10.0% ($781) $2,239 $2,594 $2,948 $6.70 $7.75 $8.80 11.0% (781) = 2,114 2,453 2,792 6.35 7.35 8.35 12.0% (781) 1,995 2,320
2,644 6.00 6.95 7.90 ____________________ Source: Boson Management and Public Filings as of September 2025. Boson Management projections. Note: U.S Dollars in millions (except per share values). Values discounted to 12/31/2025 using year-end convention. Equity value per share rounded to the nearest $0.05. (1) Terminal year assumes normalized depreciation and amortization equal to 90.7% of capital expenditures, capital expenditures limited to
growth & maintenance, no sale-lease back proceeds and 26% marginal statutory tax rate, with no bonus tax depreciation. (2) Adj. EBITDA figures unburdened for stock-based compensation and reconciled for interest expense, depreciation
and amortization expense, gain/loss on sale, acquisition expenses, non-cash rent expense, loss on extinguishment of debt, employee retention credit, and other. (3) Represents cash taxes inclusive of bonus
tax depreciation and NOLs impact. (4) Represents book Depreciation & Amortization and excludes bonus depreciation. (5) Capital structure as of 12/31/2025 based on total debt of $810mm and cash & cash equivalents of $28mm
estimates provided on 1/7/2026. Estimates are preliminary, subject to change and represent unaudited financials. (6) Boson fully diluted share count based on 327.568 basic common shares outstanding, 10.506 stock options with a weighted average
exercise price of $6.55, and 5.402 RSUs pursuant to the Treasury Stock Method as of 09/30/2025.
Appendix
14 Boson Weighted Average Cost of Capital Range Cost of Equity Low High Source Risk Free Rate
4.8% Twenty year U.S. Government bond yield as of January 13, 2026 Levered Beta 1.22 Represents Company’s historical Bloomberg adjusted beta levered at the Company’s average capital structure since IPO. Bloomberg betas based on
regression of weekly performance as compared to the broad U.S. equity market since IPO Equity Risk Premium 5.0% 7.0% Equity risk premium relative to twenty year U.S. Government bond yield per BofA Securities estimates, based upon analysis of
long-term historical data of the broad U.S. equity market Cost of Equity 10.9% 13.3% Cost of Debt Pre-tax Cost of Debt 8.25% Based on market estimates for new unsecured
10-year debt Marginal Tax Rate 26.0% Marginal statutory tax rate After-tax Cost of Debt 6.1% Net Debt / Net Capital 22.4% Based on Boson’s Average Capital
Structure Since IPO Weighted Average Cost of Capital 9.8% 11.7% ____________________ Source: FactSet and Bloomberg as of January 13, 2026. Note: USD in millions. Boson went public in June 2021.
### EX-99.(F) - EX-99.(F)
EX-99.(F)
9
d847314dex99f.htm
EX-99.(F)
EX-99.(f)
Exhibit (f)
Section 262 of the Delaware General Corporation Law
§ 262. Appraisal rights [For application of this section, see 81 Del. Laws, c. 354, § 17; 82 Del. Laws, c. 45, § 23; 82 Del.
Laws, c. 256, § 24; 83 Del. Laws, c. 377, § 22; and 84 Del. Laws, c. 98, § 16].
(a)
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Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a
demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, who has otherwise
complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance nor consented thereto in writing pursuant to § 228 of this title shall be
entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word
“stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the words “depository receipt” mean a receipt
or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial owner” mean a person who
is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.
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(b)
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Appraisal rights shall be available for the shares of any class or series of stock of a constituent,
converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this
title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated corporation, a merger,
consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions of § 265 or § 388 of this title):
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(1)
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Provided, however, that no appraisal rights under this section shall be available for the shares of any
class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the
stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a merger pursuant
to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of
this title.
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(2)
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Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for
the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a
resolution providing for conversion, transfer, domestication or continuance, pursuant to § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title to accept for
such stock anything except:
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a.
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Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the
converted entity or the entity resulting from a transfer, domestication or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts in respect thereof;
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b.
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Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock
(or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by
more than 2,000 holders;
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c.
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Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs
(b)(2)a. and b. of this section ; or
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1
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d.
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Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or
fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.
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(3)
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In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under §
253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.
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(4)
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[Repealed.]
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(c)
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Any corporation may provide in its certificate of incorporation that appraisal rights under this section
shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or
substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title or a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains
such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.
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(d)
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Appraisal rights shall be perfected as follows:
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(1)
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If a proposed merger, consolidation, conversion, transfer, domestication or continuance for which appraisal
rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of
such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are
available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent
corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if
applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation, conversion,
transfer, domestication or continuance, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any)
expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such
stockholder’s shares. A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand
as herein provided. Within 10 days after the effective date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall notify each stockholder of each constituent or
converting, transferring, domesticating or continuing corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance, and any beneficial
owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or
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(2)
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If the merger, consolidation, conversion, transfer, domestication or continuance was approved pursuant to
§ 228, § 251(h), § 253, or § 267 of this title, then either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation, conversion, transfer,
domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring, domesticating or
continuing corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or continuance and that appraisal rights are available for any or all shares of such class or series of
stock of such constituent, converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting, transferring, domesticating or
continuing corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if applicable) may be
accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders of the effective date of the
merger, consolidation, conversion, transfer, domestication or continuance. Any
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stockholder entitled to appraisal rights may, within 20 days after the date
of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice,
demand in writing from the surviving, resulting or converted entity the appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if
any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s
shares. If such notice did not notify stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each such constituent corporation or the converting, transferring,
domesticating or continuing corporation shall send a second notice before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of any class or series of stock of such
constituent, converting, transferring, domesticating or continuing corporation that are entitled to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the surviving,
resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or,
in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice
need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of
this section. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence
of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance, a record date
that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall
be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.
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(3)
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Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial
owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner
continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection
(a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial
ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving, resulting or converted
entity hereunder and to be set forth on the verified list required by subsection (f) of this section.
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(e)
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Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication
or continuance, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a
petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion, transfer,
domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept
the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person who has
complied with the requirements of subsections (a) and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of
appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance
(or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and
accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of stockholders or beneficial owners
holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section,
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the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement shall be given to the person within 10
days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section,
whichever is later.
(f)
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Upon the filing of any such petition by any person other than the surviving, resulting or converted entity,
service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all
persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted
entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.
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(g)
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At the hearing on such petition, the Court shall determine the persons who have complied with this section
and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for
notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation, conversion, transfer,
domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating or continuing corporation as to which appraisal rights are available were listed on a national securities exchange,
the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series
eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds $1 million, or (3) the merger was approved
pursuant to § 253 or § 267 of this title.
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(h)
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After the Court determines the persons entitled to an appraisal, the appraisal proceeding shall be conducted
in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from
the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication or continuance, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court
shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation, conversion,
transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the
period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each person
entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court,
and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to
trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may
participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.
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(i)
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The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the
surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court of
Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.
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(j)
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The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems
equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the proceeding and incurred
expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares
entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of this section.
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(k)
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Subject to the remainder of this subsection, from and after the effective date of the merger, consolidation,
conversion, transfer, domestication or continuance, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for
any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation, conversion,
transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an
appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such effective date or thereafter with the written approval of the corporation, then the right of
such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed as to any person without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision
shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation,
conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an
appraisal is not filed within the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.
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(l)
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The shares or other equity interests of the surviving, resulting or converted entity to which the shares of
stock subject to appraisal under this section would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the
surviving, resulting or converted entity, unless and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.
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