WEBR Weber Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

Weber Inc.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY INFORMATION STATEMENT—SUBJECT TO COMPLETION

Weber Inc.

1415 S. Roselle Road

Palatine, Illinois 60067

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

To our Stockholders:

This notice of written consent, pursuant to Section 228(e) of the General Corporation Law of the State of Delaware (the “DGCL”), and appraisal rights, pursuant to Section 262 of the DGCL, and information statement (this “Information Statement”) is being furnished to the holders of Class A common stock, par value $0.001 per share (the “Class A Shares”), and Class B common stock, par value $0.00001 per share (the “Class B Shares” and, together with the Class A Shares, the “Common Shares”), of Weber Inc., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger (as amended or otherwise modified in accordance with its terms, the “Merger Agreement”), dated as of December 11, 2022, by and among Ribeye Parent, LLC, a Delaware limited liability company (“Parent”), Ribeye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, a copy of which is attached as Annex A to this Information Statement. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving the Merger (the “Surviving Corporation”). Upon consummation of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each Class A Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Class A Shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC (the “Holdings Shares”), (ii) any Common Shares canceled pursuant to the Merger Agreement and (iii) each Class A Share and each Class B Share for which the holder thereof is not a Specified Holder (as defined below) and is entitled to and properly demands appraisal pursuant to the DGCL, and does not withdraw or otherwise lose the right to appraisal pursuant to the DGCL (such Common Shares, the “Dissenting Shares”)) will be converted into the right to receive an amount in cash equal to $8.05 per Class A Share, without interest (the “Merger Consideration”). Each Holdings Share that is issued and outstanding immediately prior to the Effective Time and all of the issued and outstanding Class B Shares (other than any Class B Shares canceled pursuant to the Merger Agreement and any applicable Dissenting Shares), as of the Effective Time, will be converted into an equal number of shares of Class A Shares and Class B Shares, respectively, of the Surviving Corporation and remain outstanding. Holders of Class B Shares and paired units of Weber HoldCo, LLC (“HoldCo”) had the right, pursuant to the Amended and Restated Limited Liability Company Agreement of HoldCo, as amended by the First Amendment to the HoldCo LLC Agreement, dated December 11, 2022 (the “HoldCo LLC Agreement”), to participate in the Merger by delivering a notice of participation on or prior to January 28, 2023, which is the date that is 11 days after the Company first filed this Information Statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Merger.

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

The adoption of the Merger Agreement and the approval of the Merger and the other Transactions required the affirmative vote or written consent, in accordance with Section 228 and Section 251 of the DGCL, the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”), dated August 5, 2021, the Company’s Amended and Restated Bylaws (the “Company Bylaws”), dated August 5, 2021, and the Stockholders Agreement (the “Stockholders Agreement”), dated August 9, 2021, by and among the Company, HoldCo and certain other parties set forth therein, by stockholders of the Company holding (i) a majority of the Class A Shares outstanding, (ii) a majority of (A) the Class B Shares outstanding and (B) the Class B Shares held by the stockholders party to the Stockholders Agreement, and (iii) a majority of the Common Shares outstanding (the “Required Stockholder Approval”). Following the execution of the Merger Agreement, the Specified Holders, which on such date beneficially held (i) a majority of the Class A Shares outstanding, (ii) a majority of (A) the Class B Shares outstanding and (B) the Class B Shares held by the stockholders party to the Stockholders Agreement, and (iii) a majority of the Common Shares outstanding, executed and delivered to the Company a written consent adopting the Merger Agreement and approving the Merger (the “Written Consent”), thereby providing the Required Stockholder Approval for the Merger. A copy of the Written Consent is attached as Annex C to this Information Statement. As a result, no further action by the holders of Common Shares is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions, including the Merger. This Information Statement is being mailed to the persons, other than the Specified Holders, who were the holders of record of Common Shares as of the close of business of December 11, 2022, being the date that the Written Consent was delivered to the Company. Under Section 228(e) of the DGCL, where stockholder action is taken without a meeting by less than unanimous written consent, prompt notice of taking such corporate action must be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided in subsection (c) of Section 228. This Information Statement shall constitute such Section 228(e) notice of stockholder action without a meeting.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of Common Shares, other than the Specified Holders, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their Common Shares as determined by the Delaware Court of Chancery, together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to the Company no later than twenty (20) days after the mailing of this Information Statement, which mailing date is                 , 2023, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in this Information Statement. This Information Statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger. A copy of Section 262 of the DGCL is attached as Annex E to this Information Statement. We urge you to read this entire Information Statement carefully. If the Merger is completed, you will receive instructions regarding payment for your Common Shares.

BY ORDER OF THE BOARD OF DIRECTORS,

Alan D. Matula

Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this Information Statement. Any representation to the contrary is a criminal offense.

This Information Statement is dated                 , 2023 and is being mailed to stockholders on                 , 2023.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the section entitled “Summary” beginning on page [●] and the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this Information Statement, without charge, by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●].

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement, and the documents to which we refer you in this Information Statement, contain forward-looking statements including, without limitation, statements regarding forecasts and projections as described in the section entitled “The Special Factors—Certain Company Financial Forecasts” beginning on page [●]. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements.

All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Transactions, including the Merger, or other matters addressed in this Information Statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this Information Statement or the date of any document incorporated by reference in this document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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THE PARTIES TO THE MERGER AGREEMENT

The Company

Weber Inc.

1415 S. Roselle Road

Palatine, Illinois 60067

Phone: (847) 934-5700

The Company, headquartered in Palatine, Illinois, is the world’s leading barbecue brand. The Company’s founder, George Stephen, Sr., established the outdoor cooking category when he invented the original kettle charcoal grill 70 years ago. The Company offers a comprehensive, innovative product portfolio, including charcoal, gas, pellet and electric grills, smokers, and accessories designed to help outdoor cooking enthusiasts discover what’s possible. The Company offers its barbecue grills and accessories, services, and experiences to a passionate community of millions across 78 countries. To learn more about the Company, please visit www.weber.com. Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●].

The Class A Shares are listed with, and trade on, the NYSE under the symbol “WEBR”.

Parent

Ribeye Parent, LLC

c/o BDT Capital Partners, LLC

401 North Michigan Avenue, Suite 3100

Chicago, Illinois 60611

Phone: (312) 660-7300

Parent was formed in Delaware on November 23, 2022 solely for the purpose of entering into the Merger Agreement, consummating the Merger with the Company, entering into the BDT Bridge Loan Agreement and advancing the loans contemplated by the BDT Bridge Loan Agreement. Parent is directly owned by the BDT Fund 3 Parties and is an affiliate of BDT and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement and the BDT Bridge Loan Agreement, the performance of its obligations thereunder and matters ancillary thereto.

Merger Sub

Ribeye Merger Sub, Inc.

c/o BDT Capital Partners, LLC

401 North Michigan Avenue, Suite 3100

Chicago, Illinois 60611

Phone: (312) 660-7300

Merger Sub was formed in Delaware on November 23, 2022 solely for the purpose of entering into the Merger Agreement and consummating the Merger with the Company. Merger Sub is a wholly owned subsidiary of Parent and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations thereunder and matters ancillary thereto. Upon consummation of the Merger, Merger Sub will cease to exist.

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DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF THE COMPANY

Neither the Company nor, to the knowledge of the Company, any of the Company’s directors or executive officers listed below has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors). In addition, neither the Company nor, to the knowledge of the Company, any of the Company’s directors or executive officers listed below has during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Directors

Kelly D. Rainko has served as Non-Executive Chair of the Board since July 2021. Prior to the reorganization in connection with the Company’s IPO in August 2021, she served as a director of WSP LLC since December 2010. Ms. Rainko is a Partner at BDT & MSD Holdings, L.P. Ms. Rainko has more than 20 years of experience advising and investing with closely held companies. Prior to joining the predecessor of BDT & MSD Holdings, L.P. at its founding in 2009, she worked at Goldman Sachs in the Closely Held effort within the Investment Banking Division. Her experience with closely held companies began with her work as a third-generation member in her family’s garden center business. Ms. Rainko serves as a board member of SAFE Project and a trustee of the Lincoln Park Zoo in Chicago. She previously served as a director of Peet’s Coffee and Caribou Coffee, a board observer of KIND Healthy Snacks, and an advisory director of Cox Automotive. Ms. Rainko received a BBA from the University of Michigan, and an MBA from the Kellogg School of Management at Northwestern University.

Susan T. Congalton has served as a Director of the Company since July 2021 and prior to that of WSP LLC since January 2016. Ms. Congalton served as Chairman and CEO of California Amforge Corporation, a metal forging company principally serving the commercial and military aerospace industries, from 2002 through 2019. Prior to that, she engaged in business consulting and private investments; served as Senior Vice President- Finance and Law, CFO and General Counsel of Carson Pirie Scott & Company in Chicago, Illinois; and was a Partner in the New York law firm of Reavis & McGrath, where she specialized in corporate and venture capital transactions. Ms. Congalton previously served as a Director of BMO-Harris Financial Corp., where she chaired the Audit and Governance Committees, and as a Director of Pulitzer Inc. Ms. Congalton received a J.D. from Georgetown University Law Center, and a B.A. from Loretto Heights College.

Elliott Hill has served as a Director of the Company since July 2021 and prior to that of WSP LLC since August 2020. Mr. Hill currently serves as an Advisor to BDT Capital Partners and as a director of Rather Outdoors and Tecovas, Inc. Mr. Hill previously worked at Nike from 1988 to 2020, most recently as President, Consumer & Marketplace from March 2018 to August 2020. Other roles during Mr. Hill’s time at Nike consist of leadership positions in Sales and Retail including Apparel Sales Director in Europe; Retail Development Director for EMEA; Vice President of Sales and Retail in EMEA; Vice President and General Manager of US Retail; Vice President of U.S. Sales, Retail and Nike.com; Corporate Vice President of Global Retail; and President of Nike North America. Mr. Hill received a BS in Kinesiology from Texas Christian University in 1986 and a Master’s Degree in Sports Administration from Ohio University in 1988.

Martin McCourt has served as a Director of the Company since July 2021 and prior to that of WSP LLC since January 2019. From 1996 to 2012, Mr. McCourt served as Director and as Chief Executive Officer of Dyson where he transformed the company from single product, single market producer into a global appliance leader. Mr. McCourt also serves as a BDT Operating Partner. Mr. McCourt previously held leadership positions at Mars, Duracell, Toshiba and Pelikan. Mr. McCourt currently serves as Chairman of Simon Technologies, a subsidiary of Pure Electric; Director of Tharsus; Chairman of Free Flow Technologies; and Chairman of Lightfoot. Mr. McCourt has served on the Boards of other companies and organizations in the past, including as Chairman, at companies such as Learning Curve Group, Headbox, Your Life, Glen Dimplex, Dudson, Venture Founders, CAP, CliniSys Group, Dutch Ophthalmic Research Centre and Equatex.

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Melinda R. Rich has served as a Director of the Company since July 2021. Ms. Rich currently serves as Vice Chairman of Rich Products Corporation, and sits on the company’s Board of Directors, including as Chairperson for the Finance and Audit Committee and Compensation and Organization Committee. Ms. Rich is Executive Vice Chairman of Rich Entertainment Group. She joined Rich Products Corporation in 1985 and worked in various roles as part of the leadership team including President, Rich Entertainment Group and Executive Vice President of Innovation. Ms. Rich serves as a Director of M&T Bank, including as a member of their Nomination, Compensation and Governance Committee; she is a Partner in Grove Entertainment, an Advisor to BDT Capital Partners, a member of the Cleveland Clinic Board of Directors and serves on the Rock and Roll Hall of Fame + Museum Board of Trustees, including as a member of their Executive Committee and Co-Chair of the Marketing Committee.

James C. Stephen has served as a Director of the Company since July 2021. Prior to that, he served as Executive Chairman of WSP LLC since 2013 and was a member of its board since it was formed in 2010. Mr. Stephen is currently a Director of Bemis Manufacturing Company, a Director of Cornerstone National Bank and a member of the Board of Trustees for the University of Chicago Hospitals. Mr. Stephen served as President and CEO of WSP LLC and its predecessor from 1992 to 2013.

Magesvaran Suranjan has served as a Director of the Company since July 2021. Mr. Suranjan currently serves as President—Asia Pacific, Middle East, and Africa of Procter & Gamble. Mr. Suranjan joined Procter & Gamble in 1994 and has worked in various roles as part of the leadership team, including President, Asia Pacific Selling & Market Operations and Vice President, Asia Home Care, Personal Power, and Australasia, Japan and Korea Oral Care. Mr. Suranjan serves as a Director of the U.S.-India Business Council, a Director of the Singapore Economic Development Board, including as a member of its Finance Committee, a Member of the Advisory Board of the Lee Kong Chan School of Business at Singapore Management University and as a Member of the Advisory Board for the Center of Emerging Markets at Northeastern University. Mr. Suranjan received a B.Sc. with Honors in Accounting from Indiana University, Bloomington, in 1989 and an M.B.A. in Finance & Marketing from the University of Chicago in 1994.

Executive Officers

Alan D. Matula has served as Chief Executive Officer of the Company since December 16, 2022 and previously as Interim Chief Executive Officer of the Company since July 24, 2022. Mr. Matula served as Chief Information Officer of the Company and previously WSP LLC since 2015. In March 2022, Mr. Matula was appointed as Chief Technology Officer of the Company, leading the Company’s R&D organization, IoT and digital initiatives, as well as global IT organization. Prior to the Company, Mr. Matula worked for the Royal Dutch Shell plc organization for over 35 years, including as Chief Information Officer from 2006 to 2015. Mr. Matula received a Bachelor of Business degree in Qualitative Business Analysis from Indiana University in 1982, and an Executive MBA at Houston Baptist University.

William J. Horton has served as Chief Financial Officer of the Company and previously WSP LLC since June 2018. Prior to joining the Company, Mr. Horton served as Division CFO for a number of business units within Jarden Corporation, prior to its merger with Newell Rubbermaid, from 2009 to 2016. After the acquisition, under Newell Brands, Mr. Horton was CFO of the company’s largest division, Rubbermaid Commercial Products, from 2016 to 2018. Mr. Horton achieved the rank of Captain in the U.S. Air Force, serving from 1989 to 1994 at Wright-Patterson Air Force Base in Dayton, Ohio. Mr. Horton has served as a Director of Rather Outdoors since February 2020. Mr. Horton received a BA in Mathematics from Miami University in 1989, and an MBA in Finance from Wright State University in 1994. On December 16, 2022, the Company announced that Mr. Horton informed the Company of his decision to resign from his position as Chief Financial Officer of the Company, effective January 31, 2023.

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Michael G. Jacobs has served as Chief Operating Officer of the Company since November 18, 2021. Prior to his promotion, Mr. Jacobs served as Chief Supply Chain Officer of the Company and previously WSP LLC since September 2020. Mr. Jacobs’ previous roles at the Company include Executive Vice-President, Supply Chain & Operations from September 2018, Senior Vice President, Supply Chain from February 2016; and Vice President, Purchasing from 2014. Mr. Jacobs received a BA in Economics from Valparaiso University in 1992 and an MBA from Loyola University in 1994.

Erik Chalut has served as General Counsel and Secretary of the Company since October 1, 2022. He previously served as Deputy General Counsel of the Company from August 2021 to September 2022. Prior to joining the Company, Mr. Chalut served as Corporate Counsel at Kellogg Company in Battle Creek, Michigan from 2014 to 2021, focusing on M&A, securities, governance, venture capital and other corporate matters. He previously spent 15 years in private practice, including 10 years at Kirkland & Ellis LLP, where he was named Partner in 2006. Mr. Chalut received his BA in History from Michigan State University in 1996 and his J.D. from the University of Michigan Law School in 1999. Mr. Chalut is admitted to practice in the State of Illinois.

Jennifer Bonuso has served as President, Americas since August 18, 2022. She previously served as Senior Vice President and General Manager, Global Product of the Company and as Global Head of Product Management of the Company. Prior to joining the Company, Ms. Bonuso led the global Consumer Business for the Honeywell/Resideo spin off. She also spent 11 years with Whirlpool working on the Jenn-Air, KitchenAid, Whirlpool and Maytag brands, holding various leadership positions in product sales, marketing, consumer products business unit and the innovation lab. Ms. Bonuso is the co-owner of five patents and began her career with Hormel Foods. Ms. Bonuso received a BA in Marketing from the University of Northern Iowa in 2000 and an MBA from the University of Tennessee at Chattanooga in 2006.

Steffen Hahn, PhD has served as President, EMEA since December 1, 2021. Prior to this, he served as Senior Vice President—EMEA Commercial for the Company and previously WSP LLC since March 2020. Prior to this, Dr. Hahn served as a management consultant at McKinsey & Company from 2013. Dr. Hahn received an M.Sc. in Production Management from Chalmers University of Technology in 2000, a Dipl.-Ing in Industrial Engineering from Technical University of Berlin in 2003, and a PhD in Consumer Behavior from University of St. Gallen, Switzerland in 2012.

Controlling Persons

BDT WSP Holdings, LLC is a Delaware limited liability company whose principal business is to own a direct interest in the Company and HoldCo.

BDT Capital Partners I-A Holdings, LLC, a Delaware limited liability company, is a holding company that owns a direct interest in the Company.

BDTCP GP I, LLC, a Delaware limited liability company, is the managing member of BDT Capital Partners I-A Holdings, LLC.

BDT Capital Partners Fund 3, L.P., a Delaware limited partnership, is a private investment fund that owns a direct interest in Parent and an indirect interest in Merger Sub.

BDT Capital Partners Fund 3 (TE), L.P., an exempted limited partnership formed under the laws of the Cayman Islands, is a private investment fund that owns a direct interest in Parent and an indirect interest in Merger Sub.

BDT Capital Partners Fund 3 (Del), L.P., a Delaware limited partnership, is a private investment fund that owns a direct interest in Parent and an indirect interest in Merger Sub.

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BDT Capital Partners Fund 3 (Lux) SCSp, a special limited partnership (société en commandite spéciale) formed under the laws of the Grand Duchy of Luxembourg, is a private investment fund that owns a direct interest in Parent and an indirect interest in Merger Sub.

BDTCP GP 3, L.P., a Cayman Islands exempted limited partnership, is the general partner of BDT Capital Partners Fund 3, L.P.

BDTCP 3-A (DEL), LLC, a Delaware limited liability company, is the general partner of BDT Capital Partners Fund 3 (Del), L.P.

BDTCP GP 3-A, L.P., a Cayman Islands exempted limited partnership, is the general partner of BDT Capital Partners Fund 3 (TE), L.P and the managing member of BDTCP 3-A (DEL), LLC.

BDTCP GP 3-A (Lux) S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) formed under the laws of the Grand Duchy of Luxembourg, is the general partner of BDT Capital Partners Fund 3 (Lux) SCSp.

BDTCP GP 3, Co., a Cayman Islands exempted company, is the general partner of BDTCP GP 3, L.P. and BDTCP GP 3-A, L.P.

BDT Capital Partners, LLC, a Delaware limited liability company whose principal business is as a private capital investment firm, is the managing member of BDTCP GP I, LLC and the sole stockholder of BDTCP GP 3, Co. and BDTCP GP 3-A (Lux) S.à r.l.

BDT Partners, LLC, a Delaware limited liability company whose principal business is owning a direct interest in BDT Capital Partners, LLC, is a member of, and owns a majority of the interests in, BDT Capital Partners, LLC.

BDT & MSD Holdings, L.P., a Delaware limited partnership whose principal business is as a holding company for a private capital investment and advisory firm, is the sole member of BDT Partners, LLC.

BDTP GP, LLC, a Delaware limited liability company, is the managing member of BDT Capital Partners, LLC, the general partner of BDT & MSD Holdings, L.P. and wholly owned by Byron D. Trott.

Each of the foregoing BDT Entities has the address and phone number set forth below:

c/o BDT Capital Partners, LLC

401 North Michigan Avenue, Suite 3100

Chicago IL 60611

Phone: (312) 660-7300

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Set forth below for each director, manager and/or officer of the BDT Entities is such director, manager and/or officer’s respective principal occupation or employment, the name of the organization in which such occupation or employment is conducted and the five-year employment history of each such person and country of citizenship, each of whom has the business address set forth above.

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No BDT Entity and, to the knowledge of the BDT Entities, none of the officers of the BDT Entities listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

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THE SPECIAL FACTORS

Background of the Merger

Certain affiliates of BDT Capital Partners, LLC (collectively with its affiliates, “BDT”) have been stockholders of the Company and/or its operating subsidiaries since their investment in the Company in December 2010.

On August 9, 2021, in connection with the Company’s IPO, the Class A Shares started trading on NYSE. Following the IPO, BDT has continuously beneficially owned (excluding shares owned directly by Byron D. Trott) approximately 49% of the issued and outstanding Class A Shares, 65% of the issued and outstanding Class B Shares, and 62% of the voting power of the issued and outstanding Common Stock. The Company is a “controlled company” within the meaning of the NYSE rules.

In connection with the IPO, the Company and BDT, along with the other persons and entities party thereto, entered into the HoldCo LLC Agreement, a tax receivable agreement (the “Tax Receivable Agreement”), a registration rights agreement (the “Registration Rights Agreement”) and the Stockholders Agreement. Among other things, the Stockholders Agreement subjects BDT to confidentiality obligations with respect to information requested by BDT from the Company. None of the foregoing agreements subject BDT to any standstill restrictions with respect to the Company, and BDT did not enter into any standstill agreement in connection with the BDT Acquisition Proposal (as defined below). The Non-Executive Chair of the Board, Kelly Rainko, is a Partner of BDT & MSD Holdings, L.P., an affiliate of BDT.

Since the IPO, the Board and the Company’s management have regularly reviewed the Company’s performance, prospects and strategy in light of then-current business and economic conditions.

On February 14, 2022, the Company reported its fiscal first-quarter 2022 financial results and revised its previously announced fiscal year 2022 guidance downwards in light of the Company’s unprecedented cost challenges and the negative impact of foreign exchange rates.

On March 2, 2022, the Company announced that one of its subsidiaries had borrowed $250 million of incremental term loans pursuant to an amendment to the Credit Agreement (the “Credit Agreement”), by and among WSP LLC, Weber-Stephen Products Belgium BV, Bank of America, N.A., as administrative agent, and the lenders and issuing banks party thereto, for working capital and general corporate purposes, including to repay outstanding borrowings under the revolving facility established under the Credit Agreement.

On May 16, 2022, the Company reported its fiscal second-quarter 2022 financial results and revised its fiscal year 2022 guidance further downwards in light of the continued ongoing cost and volume challenges associated with declining retail traffic and consumer purchasing trends, as well as the continued negative impact of foreign exchange rates.

On July 25, 2022, the Company announced its preliminary third-quarter 2022 financial results and that it was withdrawing its prior fiscal year 2022 guidance. The Company also announced that (i) the Board had suspended the Company’s quarterly cash dividend and was committed to working with lending partners to remain in compliance with the covenants in the Credit Agreement, (ii) it was pursuing a number of financial transformation initiatives, which could include workforce reductions and reducing other costs of goods sold and selling, general and administrative (“SG&A”) expenses, as well as tightening its global inventory levels and working capital positions, and (iii) it had appointed Alan D. Matula as the Interim Chief Executive Officer of the Company, to succeed Chris M. Scherzinger, who had departed from such role and from the Board, and that the Board would commence a search for a permanent Chief Executive Officer immediately.

On August 4, 2022, management presented the Board with its five-year financial projections for the Company based on management’s then-current estimate of the Company’s near-term cash flow projections and performance as well as management’s assessment of the current macroeconomic environment (the “August Projections”).

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On August 7, 2022, the Company engaged FTI Consulting, Inc. (“FTI”) to provide financial advisory services, including, among other things, analysis and evaluation of the Company’s cash flows. During the week of August 8, 2022, FTI began performing initial work.

On August 15, 2022, the Company reported its fiscal third-quarter 2022 financial results, including a net loss of $52 million and a 21% decline in net sales from the prior-year quarter driven by slower retail traffic due to rising inflation, supply chain constraints, geopolitical uncertainty and fuel prices, as well as changes in foreign exchange rates within the quarter that impacted reported results. The Company also announced that it (i) was assessing financing options to strengthen its balance sheet, (ii) was committed to working with its lending partners to remain in compliance with the Credit Agreement and (iii) had initiated a plan to manage cash flows, preserve liquidity, expand gross margins and reduce SG&A expenses, including by means of a reduction in force, a suspension of the Company’s quarterly cash dividend and the tightening of global inventory levels and working capital positions.

On August 22, 2022 and August 23, 2022, representatives of BDT informed the Board that, although no decision

had been made by BDT, BDT was contemplating a review of its investment in the Company, which may result in

BDT proposing to enter into one or more transactions with the Company, and BDT suggested that the Board form a special committee of the Board that could evaluate any such potential transaction that might be proposed by BDT in the future.

In late August 2022, representatives of Davis Polk & Wardwell LLP (“Davis Polk”), the Company’s outside legal counsel, met with certain directors to discuss the establishment of a special committee of the Board and the directors’ potential participation on such special committee. During the discussions, directors disclosed their respective relationships with BDT, as described in the section entitled “—Interests of Company’s Directors and Executive Officers in the Merger” beginning on page [●] of this Information Statement.

On August 29, 2022, the Board held a meeting that was attended by members of the Company’s management and a representative of Davis Polk. At the meeting, the Board discussed the establishment of a special committee of the Board. The representative of Davis Polk reviewed certain legal and process considerations relating to any possible transaction involving the Company and BDT, including the possibility that certain members of the Board might have actual or perceived conflicts of interest in connection with any such transaction. A discussion ensued pursuant to which the Board determined that Susan T. Congalton and Magesvaran Suranjan were each disinterested with respect to any potential transaction with BDT and free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a member of a special committee. The Board then established the Special Committee, comprised of Ms. Congalton and Mr. Suranjan, to review and evaluate (i) any potential transaction with BDT and (ii) if the Special Committee deems it appropriate, alternative transactions with other parties. The Board also resolved that it would not approve any potential transaction with BDT without a prior favorable recommendation of the Special Committee.

Beginning on August 29, 2022, the Special Committee engaged in a process to select its outside legal counsel. As agreed by Ms. Congalton and Mr. Suranjan, Ms. Congalton separately interviewed representatives from four law firms. The Special Committee then developed questions that were distributed to the four law firms, and following the Special Committee’s receipt and review of the law firms’ responses, three of the four firms were invited to continue in the process. The Special Committee conducted additional separate interviews with each of the three remaining law firms, including Sullivan & Cromwell LLP (“S&C”).

On September 9, 2022, the Special Committee held a meeting that was attended by representatives of S&C. At the meeting, representatives of S&C discussed with the Special Committee various matters, including, among other things, the legal standards that would likely be applicable in the context of any potential transaction with BDT and the Special Committee’s duties. Following the meeting, the Special Committee confirmed its intention to engage S&C as the Special Committee’s outside legal counsel based on, among other things, S&C’s independence, reputation and experience with respect to special committee assignments, merger and acquisition engagements and financings.

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Later that day, at the direction of the Special Committee, representatives of S&C contacted representatives of Cravath, Swaine & Moore LLP (“Cravath”), BDT’s outside legal counsel, to inform Cravath that S&C had been engaged as the Special Committee’s outside legal counsel. Cravath informed S&C that BDT had not determined whether to make a proposal to the Special Committee or whether any such proposal would consist of a take-private proposal or a proposal to provide the Company with financing, among other potential alternatives.

Beginning on September 9, 2022, the Special Committee engaged in a process to select its financial advisor, and with the assistance of S&C, the Special Committee developed questions that were distributed to potential financial advisors prior to the Special Committee’s September 16 meeting.

On September 16, 2022, the Special Committee held a meeting that was attended by representatives of S&C. At the meeting, the Special Committee discussed the potential engagement of a financial advisor and heard separate presentations and received fee proposals from three potential financial advisors, including Centerview. During Centerview’s presentation, representatives of Centerview provided the Special Committee with an overview of Centerview’s financial advisory expertise, including its experience with respect to special committee assignments, merger and acquisition engagements and financings. Prior to the meeting, each prospective financial advisor, including Centerview, also provided the Special Committee with written disclosures regarding its relationships with the Company and BDT, along with other written materials.

Additionally, following the presentations of the potential financial advisors and their departure from the meeting, the Special Committee designated Ms. Congalton as Chair of the Special Committee. At and prior to the meeting, S&C also discussed with Ms. Congalton and Mr. Suranjan any relationships either had with BDT.

On September 19, 2022, the Special Committee held a meeting that was attended by representatives of S&C. At the meeting, following discussion, including in relation to the potential financial advisors’ fee proposals, the Special Committee confirmed its intention to engage Centerview as the Special Committee’s financial advisor based on, among other things, Centerview’s independence, reputation and experience both in the industry and with respect to special committee assignments, merger and acquisition engagements and financings. The Special Committee particularly noted the potential relevance of Centerview’s specific experience with financing matters in light of the Company’s near- and long-term liquidity and other challenges.

On September 21, 2022, the Board held a previously scheduled special Board meeting. At this meeting, the Special Committee informed the Board that it had selected independent outside legal and financial advisors.    

On September 23, 2022, the Special Committee directed members of the Company’s management to provide Centerview with financial information about the Company and requested that Centerview prepare a preliminary financial analysis of the Company. From and after this time, members of the Company’s management and representatives of Centerview held numerous discussions concerning financial information about the Company, and the Company provided Centerview with access to written materials about the Company as requested by Centerview.

Throughout the month of September, members of the Company’s management also continued to work with FTI to regularly update and refine the Company’s cash flow projections based on new information as it became available and to evaluate the Company’s near- and long-term liquidity and other challenges. Representatives of Centerview met multiple times with representatives of FTI. During the month of September, at the request of the Special Committee, S&C provided members of the Company’s management with direction concerning restrictions on the information concerning the Special Committee process and the Company’s financial position that management could share with representatives of BDT.

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Following the Special Committee’s September 19, 2022 meeting, at the Special Committee’s direction, Centerview began preparing a preliminary financial analysis of the Company to enable the Special Committee to be prepared to evaluate any proposal from BDT and to assist the Special Committee in assessing the desirability of engaging in any transaction with BDT. In connection with the preparation of Centerview’s analysis, at the Special Committee’s direction, Centerview continued to request from and discuss with the Company’s management certain information relating to the Company and its businesses, including the August Projections and the Company’s updated cash flow projections as and when they became available.

From time to time during the month of September, representatives of S&C spoke with representatives of Cravath to discuss the potential timing of a proposal, if any, from BDT to the Special Committee. During one of these discussions, a representative of S&C inquired whether, if any such proposal were to contemplate a take-private acquisition proposal, BDT would be amenable to conditioning its proposal on obtaining the approval of a majority of the Company’s minority stockholders (a “Majority of the Minority Condition”). A representative of Cravath indicated that, at that time, BDT had not yet made any decisions regarding the structure, content or conditions associated with any proposal that it may make.

On September 27, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, representatives of Centerview provided the Special Committee with an overview of the Company’s cash flow, assuming the August Projections and potential valuation approaches for the Company, which was followed by questions from the Special Committee and discussion. Representatives of Centerview then discussed the Company’s liquidity position. Centerview indicated that, based on the latest updated cash flow projections prepared by FTI and the Company’s management and provided to Centerview, the Company was likely to exhaust its borrowing capacity under the Credit Agreement in mid-November 2022, which was earlier than the March 2023 time frame previously projected by the Company’s management. Additionally, absent an alternative source of liquidity, the Company was likely to be in breach of certain covenants under the Credit Agreement when it reported its earnings for the fiscal quarter ending December 31, 2022. The Special Committee discussed that, when the Board established the Special Committee, the Board directed the Special Committee to consider transactions with third parties that would be alternatives to a transaction with BDT, and that the Special Committee should therefore consider the full range of the Company’s financing alternatives to address the Company’s liquidity needs so that any transaction with BDT would not be the Company’s sole viable alternative to these liquidity challenges. Centerview then presented a range of financing options that, in Centerview’s judgment based on facts then available to Centerview, would likely be available to the Company. Following questions from the Special Committee and further discussion, the Special Committee directed Centerview to work with the Company’s management to assess the Company’s liquidity position and determine financing alternatives available to the Company. The Special Committee also directed Centerview to continue its financial analysis of the Company.

On October 6, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, representatives of Centerview presented an updated preliminary cash flow forecast for the Company prepared by the Company’s management and FTI. A discussion ensued regarding the Company’s liquidity position and the Company’s compliance with certain covenants under the Credit Agreement. Following discussion, to help ensure that a transaction with BDT would not be the Company’s sole viable alternative to address its liquidity challenges, the Special Committee directed Centerview to work with the Company’s management to begin outreach to third parties regarding financing alternatives that, in Centerview’s judgment based on facts then available to Centerview, would likely be available to the Company, including, among other things, a potential financing collateralized by the Company’s accounts receivable. Between October 6, 2022 and the date the Board approved the Merger Agreement, Centerview contacted 20 parties (14 of which were alternative lenders and six of which were traditional lenders) regarding potential financings collateralized by the Company’s accounts receivable. Of those contacted, 12 executed non-disclosure agreements with the Company, and four provided preliminary indications of interest with respect to a potential accounts receivable financing.

Later that day, BDT submitted to the Board an indicative term sheet (the “BDT Initial Loan Proposal”) for a proposed loan from BDT Capital Partners Fund I, L.P. and BDT Capital Partners Fund I-A, L.P., affiliates of

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BDT (collectively, “BDT Initial Loan Lenders”), to WSP LLC. The BDT Initial Loan Proposal stated that the BDT Initial Loan Lenders would make available to WSP LLC an unsecured term loan facility in an initial aggregate principal amount of up to $61.2 million, which principal amount could be increased pursuant to one or more fundings of uncommitted incremental term loans in an aggregate principal amount not to exceed $150 million. Additionally, among other things, the term sheet indicated that the loan would have (i) a maturity date of May 31, 2024, (ii) an interest rate of 13% per annum, to be paid quarterly in cash with the option to pay in kind for the first two payments, and (iii) a 2% up-front fee, to be paid in cash upon execution of the loan agreement.

On October 10, 2022, at the direction of the Special Committee, representatives of Centerview and S&C discussed the BDT Initial Loan Proposal with representatives of BDT and Cravath. Among other things, representatives of BDT and Cravath indicated that the initial funding amount under the proposal was meant to provide the Company with sufficient liquidity through December 31, 2022.

On October 11, 2022, certain media reports speculated, among other things, that the Company was considering a potential transaction with BDT and had formed a special committee that was working with Centerview on the potential transaction.

On October 11, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, the Special Committee discussed the BDT Initial Loan Proposal and representatives of Centerview and S&C briefed the Special Committee on their discussions with representatives of BDT and Cravath. A discussion ensued regarding, among other things, the extent to which the BDT Initial Loan Proposal would address the Company’s liquidity situation, including potential longer-term liquidity issues after December 31, 2022, and how the terms compared to those under the Credit Agreement. Following the discussion, the Special Committee directed Centerview to negotiate with BDT to improve certain terms of and increase the initial aggregate principal amount under the BDT Initial Loan Proposal and continue to work with the Company’s management to identify and pursue other financing alternatives that might be available to the Company, including a potential accounts receivable financing, to help ensure that a transaction with BDT would not be the Company’s sole viable alternative to address its liquidity challenges.

On October 14, 2022, as directed by the Special Committee, representatives of Centerview and S&C discussed with representatives of BDT and Cravath several aspects of the BDT Initial Loan Proposal, including the proposed maturity date and interest rate. Representatives of Centerview also indicated that, given the Company’s liquidity position, the Special Committee requested that BDT increase the initial aggregate principal amount under the BDT Initial Loan Proposal and provide the Company with the ability to pay both interest through maturity and the up-front fee in kind.

On October 17, 2022, members of the Company’s management sent to the Board, including Ms. Rainko, updated five-year projections reflecting management’s and FTI’s then-current estimate of the Company’s near-term cash flow projections and performance as well as management’s assessment of the current macroeconomic environment (the “October Projections”).

On October 18, 2022, BDT submitted to the Board a revised term sheet reflecting improved terms of the BDT Initial Loan Proposal. The term sheet again proposed an initial aggregate principal amount of up to $61.2 million, with uncommitted incremental term loans in an aggregate principal amount not to exceed $150 million. However, the revised term sheet provided that the loan would have a maturity date of November 1, 2025 and an interest rate of 12% per annum, which could be paid in kind through maturity. The 2% up-front fee was to be paid in cash at the funding of the loan, which was to be no later than November 30, 2022.

Later that day, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, the Special Committee discussed the revised BDT Initial Loan Proposal. The Special Committee again considered the Company’s liquidity situation, including potential longer-term liquidity issues, and how the revised terms of the BDT Initial Loan Proposal compared to the terms of the Credit Agreement.

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Following discussion, the Special Committee directed Centerview to continue to negotiate with BDT to improve certain terms. Representatives of Centerview also indicated that they had begun outreach to third parties regarding a potential accounts receivable financing to address the Company’s longer-term liquidity issues that would not be fully addressed even if the Company were to enter into definitive documentation of the BDT Initial Loan Proposal and help ensure that a transaction with BDT would not be the Company’s sole viable alternative to address its liquidity challenges.

Members of the Company’s management then joined the meeting and reviewed and discussed the October Projections. Members of management indicated that the August Projections were no longer reasonable in light of management’s and FTI’s recent analysis of the Company’s cash flow projections and performance and management’s assessment of the current macroeconomic environment.They had therefore prepared the October Projections, which were based on conservative assumptions appropriate for use in connection with managing the Company’s short-term liquidity position and arranging potential financing alternatives. However, following questions from the Special Committee and discussion among the Special Committee, members of management and Centerview representatives, members of management indicated that the October Projections did not reflect management’s then-current actual expectations regarding, or plans to achieve, the Company’s future performance, due to the conservative assumptions on which the October Projections were based. Following further discussion, the Special Committee directed members of management to prepare and provide the Special Committee and Centerview (but not representatives of BDT) with revised five-year projections.

On October 20, 2022, as directed by the Special Committee, representatives of Centerview and S&C met with representatives of BDT and Cravath to request certain changes to the revised BDT Initial Loan Proposal, including regarding the maturity date and the ability to pay the 2% up-front fee in kind.

Later that day, BDT submitted to the Board a revised indicative term sheet reflecting further improved terms of the BDT Initial Loan Proposal. Under the revised terms, the loan would have a maturity date of January 29, 2026, and the 2% up-front fee could be paid in kind at the funding of the loan, which was to be no later than the Company’s earnings release for the fourth quarter of fiscal year 2022.

On October 24, 2022, the Special Committee held a meeting that was attended by representatives of S&C, at which, considering the BDT Initial Loan Proposal and certain questions from the Special Committee with respect to the recommendation and approval of the transaction contemplated by the BDT Initial Loan Proposal, the Special Committee and representatives of S&C discussed certain matters related to the Special Committee’s role in various forms of potential transactions with BDT.

On October 24, 2022, BDT submitted to the Board a letter with a non-binding proposal (the “BDT Acquisition Proposal”) to acquire all of the outstanding Class A Shares not already owned by BDT at a price of $6.25 per share in cash, which represented a 24% premium to the closing price of the Class A Shares on October 24, 2022. The letter stated that it was not conditioned on acceptance of any other proposal made by BDT regarding the provision of debt financing to the Company (including the BDT Initial Loan Proposal), nor would any such financing proposal be conditioned on the acceptance of the BDT Acquisition Proposal. The letter also indicated that BDT was not interested in selling its stake in the Company or participating in an alternative change of control transaction and would not vote in favor of any alternative sale, merger or similar transaction involving the Company. The letter also indicated that BDT would not move forward with the BDT Acquisition Proposal unless it was recommended to the Board by the Special Committee, advised by independent legal and financial advisors.

That same day, representatives of S&C and Cravath discussed the BDT Acquisition Proposal and the Company’s and BDT’s respective required disclosures in connection with the BDT Acquisition Proposal. During that discussion, following inquiry by representatives of S&C regarding a Majority of the Minority Condition, which was not addressed in the BDT Acquisition Proposal, the Cravath representatives indicated that BDT would not be willing to include a Majority of the Minority Condition in the BDT Acquisition Proposal.

Later that day, the Special Committee held a second meeting that was attended by representatives of Centerview and S&C. At the meeting, the Special Committee discussed the revised BDT Initial Loan Proposal. The Special

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Committee determined that the revised BDT Initial Loan Proposal sufficiently addressed the Special Committee’s concerns with BDT’s previous financing proposals and represented a favorable initial short-term financing option for the Company, and more favorable short-term financing options were not likely to be available to the Company. The Special Committee directed S&C and Centerview to progress definitive documentation for the BDT Initial Loan Proposal.

Additionally, the Special Committee discussed the BDT Acquisition Proposal. Representatives of Centerview summarized the proposal, including, among other matters, that BDT (i) had offered to acquire all of the outstanding Class A Shares not already owned by BDT at a price of $6.25 per share in cash, (ii) was not interested in selling its stake in the Company or participating in an alternative change of control transaction and (iii) would not move forward with its proposal unless it was recommended to the Board by the Special Committee, advised by independent legal and financial advisors. A discussion ensued, including with respect to the desirability for the Special Committee to initiate a process to solicit alternative change of control proposals from third parties in view of BDT’s indication that it was not interested in selling its stake in the Company or participating in an alternative change of control transaction, and BDT’s position that it would not be willing to a agree to a Majority of the Minority Condition in the BDT Acquisition Proposal. As next steps, the Special Committee determined that it would need to receive and discuss updated five-year projections with the Company’s management and, once finalized, hear Centerview’s perspectives on the valuation of the Company.

On October 27, 2022, Cravath sent Davis Polk an initial draft of definitive documentation for the BDT Initial Loan Proposal (the “BDT Shareholder Loan Agreement”), by and among WSP LLC, as borrower, and the BDT Initial Loan Lenders, as lenders, which was consistent with the term sheet submitted to the Board on October 20, 2022. Davis Polk, who act as the Company’s regular outside financing counsel, promptly shared the draft documentation with S&C and Centerview and thereafter Davis Polk led the legal aspects of the review and documentation of the BDT Shareholder Loan Agreement with input from S&C. From October 31, 2022 to November 8, 2022, Cravath and Davis Polk exchanged multiple drafts of the BDT Shareholder Loan Agreement, all of which Davis Polk promptly shared with and discussed with Centerview and S&C.

On November 1, 2022, the Special Committee held a meeting that was attended by members of the Company’s management and representatives of Centerview and S&C. At the meeting, members of the Company’s management presented draft revised five-year projections of the future performance of the Company under various scenarios and assumptions. Members of management described the key assumptions underlying the “base case” scenario, including key assumptions underlying net sales and new product development figures such as adjusting for COVID-19’s effect on historical sales. Following questions from the Special Committee and further discussion, members of management indicated the “base case” scenario continued to be based on some overly conservative assumptions and that further changes were necessary to ensure that the projections reflected management’s current best expectations of the Company’s future performance. After members of the Company’s management left the meeting, the Special Committee discussed with representatives of S&C and Centerview next steps on the BDT Acquisition Proposal and directed S&C and Centerview to clarify certain aspects of the BDT Acquisition Proposal with BDT and Cravath, including the proposed structure and financing of a transaction.

On November 2, 2022, the Special Committee and the Company executed an engagement letter with Centerview with respect to Centerview’s engagement as financial advisor to the Special Committee.

That same day, at the direction of the Special Committee, representatives of Centerview and S&C discussed with representatives of BDT and Cravath the BDT Acquisition Proposal. Among other things, representatives of BDT and Cravath indicated that, under the proposal, (i) the transaction would be structured as a one-step merger where (a) BDT would acquire all of the outstanding Class A Shares not already owned by BDT but (b) HoldCo units and corresponding Class B Shares would remain outstanding if the holders do not redeem such common units and Class B Shares for Class A Shares prior to the closing of the proposed transaction and (ii) BDT would not require any debt financing for the proposed transaction. Representatives of BDT stated that BDT had not had any discussions with unaffiliated holders of HoldCo units and Class B Shares regarding their desires or intentions in

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relation to redeeming their HoldCo units in connection with the BDT Acquisition Proposal. Additionally, representatives of BDT and Cravath indicated that BDT intended to approve the transaction by written consent from BDT and certain specified stockholders of the Company and would not seek any approval from the Company’s other stockholders.

On November 3, 2022, the Special Committee held a meeting that was attended by members of the Company’s management and representatives of Centerview and S&C. At the meeting, the members of the Company’s management presented a revised “base case” scenario for projections of the future performance of the Company, which forecasted higher net sales and included new product development figures in comparison to the “base case” scenario presented by members of management at the Special Committee’s November 1 meeting. The revised “base case” scenario also extended the five-year projections previously provided and presented to the Special Committee for an additional five years, which were extrapolated from the “base case” five-year projections. The members of the Company’s management indicated that the revised “base case” scenario reflected management’s current best expectations for the Company’s future performance and, while management was continuing to refine their projected depreciation numbers, they expected to finalize the projections promptly and would then provide the final revised projections to the Special Committee. Following discussion, the Special Committee approved management’s revised “base case” projections (subject to changes to depreciation as a result of ongoing refinement by management) based on the assumptions discussed with the Special Committee (with such changes, the “November Projections”) and authorized Centerview to rely on the November Projections for purposes of its valuation analyses.

On November 5, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, the representatives of Centerview and S&C reviewed with the Special Committee the terms of the proposed BDT Shareholder Loan Agreement, and representatives of Centerview noted that they believed that the financial terms of the proposed BDT Shareholder Loan Agreement were at least as favorable to the Company as what the Company would receive in an arm’s-length transaction and would otherwise be able to obtain under current market conditions, given the facts and circumstances relevant to the Company at the time. Following discussion with representatives of Centerview and S&C, the Special Committee resolved to recommend that the Board, among other things, approve the BDT Shareholder Loan Agreement and the transactions contemplated thereby (including the borrowings thereunder) and authorize, empower and direct certain authorized officers to cause WSP LLC to execute the BDT Shareholder Loan Agreement. The Special Committee and representatives of Centerview also discussed the process to identify other financing options to address the Company’s longer-term liquidity issues in order to help ensure that the BDT Acquisition Proposal would not be the Company’s sole viable alternative to address its liquidity challenges. The Centerview representatives then summarized three proposals they had received from third parties regarding a potential accounts receivable financing.

Additionally, representatives of Centerview presented Centerview’s preliminary valuation analyses of the Company based upon the November Projections as well as the methodologies and assumptions underlying Centerview’s analyses. The Special Committee also discussed with representatives of Centerview and S&C BDT’s unwillingness to accept a Majority of the Minority Condition. Following the discussion, the Special Committee directed Centerview to inform BDT that the Special Committee would be prepared to consider a BDT Acquisition Proposal if BDT increased its offer price to $9.75 per Class A Share in cash, which represented a 94% premium to the closing price of the Class A Shares on October 24, 2022. The Special Committee also directed Centerview to request that BDT agree to (i) certain covenants that would ensure all requisite regulatory approvals required in connection with a potential transaction would be obtained timely and (ii) commit to provide the Company with the a supplemental loan between the signing and closing of the transaction contemplated by the BDT Acquisition Proposal. Following a discussion of the Company’s liquidity situation and the financing options that might be available to the Company, including the cost and timing thereof, and because representatives of BDT and Cravath had indicated to representatives of Centerview and S&C that BDT intended to approve the transaction by the written consent of BDT and certain specified stockholders of the Company and would not seek approval from the Company’s other stockholders, the Special Committee authorized Centerview

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and S&C to confirm to BDT that the Special Committee would continue to consider the BDT Acquisition Proposal, notwithstanding the absence of a Majority of the Minority Condition.

On November 6, 2022, as directed by the Special Committee, representatives of Centerview informed BDT that the Special Committee had rejected the BDT Acquisition Proposal but would be prepared to consider a revised proposal if BDT (i) increased its offer price to $9.75 per Class A Share in cash and (ii) agreed to (a) ensure all requisite regulatory approvals required in connection with the transaction contemplated by the BDT Acquisition Proposal would be obtained timely and (b) commit to provide the Company with a supplemental loan between the signing and closing of the BDT Acquisition Proposal.

On November 7, 2022, representatives of BDT informed representatives of Centerview that BDT was prepared to improve the terms of the BDT Acquisition Proposal and increase its offer price to $6.55 per Class A Share in cash, which represented a 30% premium to the closing price of the Class A Shares on October 24, 2022. BDT did not agree to increase its commitment under the BDT Shareholder Loan Agreement beyond $61.2 million. Representatives of BDT also explained that BDT’s valuation of the Company was based upon the October Projections, which the entire Board, including Ms. Rainko, had received from management, and requested that the Special Committee provide the full Board and BDT with the November Projections.

On November 8, 2022, the Board held a meeting that was attended by members of the Company’s management. At the meeting, following discussion (including discussion of the Special Committee’s recommendation), the Board resolved to, among other things, approve the BDT Shareholder Loan Agreement and the transactions contemplated thereby (including the borrowings thereunder) and authorize, empower and direct certain authorized officers to cause WSP LLC to execute the BDT Shareholder Loan Agreement. Following the meeting, WSP LLC executed the BDT Shareholder Loan Agreement.

On November 9, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, representatives of Centerview reported on Centerview’s discussions with BDT held on November 6 and 7, including BDT’s revised proposal of $6.55 per Class A Share in cash, and its request for the November Projections. Following discussion, the Special Committee directed Centerview to inform BDT that the Special Committee would be prepared to consider a BDT Acquisition Proposal if BDT increased its offer price to $9.45 per Class A Share in cash, which represented an 88% premium to the closing price of the Class A Shares on October 24, 2022. To substantiate the Special Committee’s counterproposal and views regarding the intrinsic value of the Company, the Special Committee also authorized Centerview to share the November Projections with BDT.

Following the discussion of the BDT Acquisition Proposal, representatives of Centerview provided the Special Committee with an update on Centerview’s continued work regarding a potential accounts receivable financing. Representatives of Centerview summarized the terms of a fourth proposal that they had received, and following further discussion, the Special Committee determined that a proposal from one of the potential lenders (“Lender A”) was the most attractive option to the Company. Lender A’s preliminary indication of interest contemplated a facility size of $500 million, with an interest rate of the three-month Secured Overnight Financing Rate (SOFR) plus 550 basis points, an undrawn line fee of 75 basis points payable monthly and up-front fees of $15 million. The Special Committee instructed the Centerview representatives to continue progressing a potential accounts receivable financing with Lender A and provide the Special Committee with further information regarding potential timing and upfront costs thereof.

On November 10, 2022, as directed by the Special Committee, representatives of Centerview informed BDT that the Special Committee had rejected the BDT Acquisition Proposal but would be prepared to consider a revised proposal if BDT (i) increased its offer price to $9.45 per Class A Share in cash and (ii) agreed to the Special Committee’s prior proposals to (a) ensure all requisite regulatory approvals would be obtained timely and (b) provide the Company with supplemental financing between the signing and closing of a potential transaction. Additionally, as directed by the Special Committee, representatives of Centerview shared with BDT the November Projections.

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On November 11, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, representatives of Centerview reported on Centerview’s discussion with BDT on November 10. The Centerview representatives then provided the Special Committee with further information regarding the status of negotiations with Lender A and the potential timing and upfront costs of a potential accounts receivable financing with Lender A. Following questions from the Special Committee and discussion, in order to help ensure that the BDT Acquisition Proposal would not be the Company’s sole viable alternative to address its liquidity challenges, the Special Committee instructed Centerview to progress negotiations with Lender A, and approved upfront costs for a field examination required by Lender A and a retainer for Lender A’s outside legal counsel expenses, and to continue working with FTI to analyze the Company’s long-term cash flows and the extent of additional capital needed in excess of a potential accounts receivable financing facility.

On November 16, 2022, at BDT’s request and at the direction of the Special Committee, members of the Company’s management presented the November Projections, including the assumptions underlying the November Projections, to representatives of BDT, which had been previously shared with BDT on November 10, 2022. Representatives of Centerview were also in attendance. During the presentation, members of management explained that the November Projections were based on a more detailed analysis of the potential future performance of the Company than management performed for the August Projections and the October Projections. Members of management also discussed the assumptions underlying the November Projections and indicated that the November Projections reflected management’s current best expectations for the Company’s future performance.

On November 16, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, representatives of Centerview reported on the November 16 presentation to BDT by members of the Company’s management. The Centerview representatives then provided the Special Committee with an update on its negotiations with Lender A regarding a potential accounts receivable financing, including certain improvements in the potential terms of such financing facility as well as a potential bridge facility loan that Lender A was considering providing to the Company to provide liquidity while the Company’s accounts receivable balances were increasing in early 2023, as well as other financing options to address the Company’s longer-term liquidity issues.

On November 20, 2022, representatives of BDT informed representatives of Centerview that BDT was prepared to increase its offer price to $7.50 per Class A Share in cash, which represented a 49% premium to the closing price of the Class A Shares on October 24, 2022.

On November 21, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, representatives of Centerview reported on BDT’s revised proposal. Following discussion, the Special Committee directed Centerview to inform BDT that the Special Committee would be prepared to consider a BDT Acquisition Proposal if BDT increased its offer price to $8.50 per Class A Share in cash, which represented a 69% premium to the closing price of the Class A Shares on October 24, 2022. The Special Committee also directed Centerview to again request that BDT address the Company’s liquidity situation. Additionally, the Centerview representatives provided the Special Committee with an update on Lender A’s ongoing field examination and progress towards a potential accounts receivable financing.

On November 22, 2022, Cravath sent S&C initial drafts of (i) the Merger Agreement, pursuant to which Merger Sub would merge with and into the Company, with the Company surviving the Merger and (ii) a proposed equity commitment letter (the “Equity Commitment Letter”) to be signed prior to or concurrently with the Merger Agreement, pursuant to which the BDT Fund 3 Parties would commit to provide Parent with equity financing in connection with the proposed transaction. Parent and Merger Sub are affiliates of BDT.

On November 23, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, S&C discussed the key issues presented by the proposed Merger Agreement and Equity Commitment Letter, including, among other things, (i) the aggregate amount to be committed by the BDT Fund 3 Parties pursuant to the Equity Commitment Letter and the limitations on the

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Company’s potential recourse in the event that BDT were to breach its obligations under the proposed Merger Agreement, (ii) the absence of any commitment by BDT to address the Company’s liquidity needs and certain proposed restrictions on the Company’s ability to address its liquidity needs during the period between signing and closing of the proposed Merger, (iii) certain covenants related to BDT’s efforts to obtain required regulatory approvals and (iv) BDT’s proposal to amend the Tax Receivable Agreement at the signing of the proposed Merger Agreement to automatically terminate upon the closing of the proposed Merger (the “TRA Amendment”). Following questions from the Special Committee and further discussion, the Special Committee directed S&C to negotiate the terms of the proposed Merger Agreement and Equity Commitment Letter with Cravath.

On November 25, 2022, at the direction of the Special Committee, representatives of S&C discussed with representatives of Cravath the initial drafts of the proposed Merger Agreement and Equity Commitment Letter and the key issues presented thereby. Among other things, the Cravath representatives indicated that (i) the BDT Fund 3 Parties would commit to provide Parent with equity financing for the payment of the merger consideration under the proposed Merger Agreement but not for the payment of damages in the event Parent or Merger Sub breaches its obligations under the proposed Merger Agreement, (ii) during the period between signing and closing of the proposed Merger, BDT expected the Company to refrain from soliciting from third parties any proposals for financing options that might be available to the Company or from providing information to or participating in any discussions or negotiations with third parties regarding any financing proposals, but BDT was not prepared to make a proposal to address the Company’s liquidity needs between signing and closing of the proposed Merger at that time and (iii) it was important to BDT to execute the TRA Amendment at the signing of the proposed Merger Agreement.

On November 28, 2022, representatives of BDT informed representatives of Centerview that BDT was prepared to increase its offer price to $7.75 per Class A Share in cash, which represented a 54% premium to the closing price of the Class A Shares on October 24, 2022.

Later that day, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, Centerview informed the Special Committee that BDT had shared a counterproposal of $7.75 per Class A Share in cash. Following discussion, the Special Committee directed Centerview to inform BDT that the Special Committee would be prepared to consider a BDT Acquisition Proposal if BDT increased its offer price to $8.25 per Class A Share in cash, which represented a 64% premium to the closing price of the Class A Shares on October 24, 2022. The Special Committee also directed Centerview to request that BDT agree to provide the Company with a supplemental loan between the signing and closing of the proposed Merger.

On November 29, 2022, as directed by the Special Committee, representatives of Centerview informed BDT that the Special Committee had rejected the BDT Acquisition Proposal but would be prepared to consider a revised proposal if BDT increased its offer price to $8.25 per Class A Share in cash.

Later that day, representatives of BDT informed representatives of Centerview that BDT was prepared to increase its offer price to $8.05 per Class A Share in cash, which represented a 60% premium to the closing price of the Class A Shares on October 24, 2022, and which the BDT representatives characterized as BDT’s “best and final offer.”

The Special Committee subsequently held a meeting that was attended by representatives of Centerview and S&C. Representatives of Centerview informed the Special Committee of BDT’s counterproposal. Representatives of Centerview discussed with the Special Committee the potential risks and benefits of countering BDT’s counteroffer of $8.05 per Class A Share, particularly given BDT’s characterization of their counteroffer as their “best and final offer.” Following questions from the Special Committee and discussion, and in consideration of, among other things, (i) BDT’s offer price of $8.05 per Class A Share in cash reflecting a premium of 60% to the Company’s $5.03 per Class A Share closing price on October 24, 2022 (the date of the initial BDT Acquisition Proposal), (ii) the Company’s longer-term liquidity challenges and the financing options that might be available to the Company, including the cost thereof, and (iii) BDT’s characterization of its counterproposal as its “best and final offer,” the Special Committee determined that it supported moving forward

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with the BDT Acquisition Proposal at $8.05 per Class A Share in cash, subject to agreeing to the other transaction terms and finalizing the necessary transaction documentation, and advised S&C to continue negotiating the proposed Merger Agreement and Equity Commitment Letter.

On November 30, 2022, representatives of Centerview informed BDT that the Special Committee supported moving forward with the BDT Acquisition Proposal at $8.05 per Class A Share in cash, subject to agreeing to the other transaction terms and finalizing the necessary transaction documentation. Representatives of BDT also discussed a proposal for an additional loan from BDT to the Company (the “BDT Bridge Loan Proposal”), pursuant to which BDT would make available to the Company an unsecured revolving loan facility in an aggregate principal amount of up to $75 million. The proposed loan would have (i) a maturity date of six months following entry into the loan, (ii) an interest rate of 15% per annum, with the option to pay in kind, and (iii) a 2% up-front fee.

That same day, following the discussion between representatives of Centerview and BDT regarding, among other things, that a loan in an aggregate principal amount of $75 million as proposed by BDT was not expected to be sufficient to avoid the Company defaulting under the Credit Agreement financial covenant, BDT revised the BDT Bridge Loan Proposal to increase the aggregate principal amount available under the proposed loan to $200 million.

From December 1, 2022 until the Merger Agreement was approved by the Board, S&C and Cravath exchanged multiple drafts of the proposed Merger Agreement, Equity Commitment Letter and ancillary documents through which they negotiated a variety of terms, including, among other things, the regulatory efforts covenants, the closing conditions, the deal protection provisions and the treatment of the HoldCo units and paired Class B Shares. During this time, S&C consulted regularly with Davis Polk regarding factual matters related to the Company and its operations, including the Company’s capital structure, equity plans, representations and warranties.

On December 2, 2022, the Board held a meeting via teleconference, which was attended by members of the Company’s management and representatives of Davis Polk, S&C and Centerview. Ms. Rainko did not attend the meeting. At the meeting, the Special Committee provided the Board with a high-level update on its discussions with BDT regarding the BDT Acquisition Proposal. Additionally, the Company’s management discussed the November Projections, which had been provided to the Board in advance of the meeting, and indicated that the November Projections continued to reflect management’s current best expectations for the Company’s future performance.

On December 3, 2022, following further discussions between representatives of Centerview and BDT regarding, among other things, that an aggregate principal amount of $200 million was not expected to be sufficient to avoid the Company defaulting under the Credit Agreement’s financial covenant at both the December 31 and March 31 test dates, Cravath sent Davis Polk an initial draft of definitive documentation reflecting further revised terms of the BDT Bridge Loan Proposal (the “BDT Bridge Loan Agreement”). Under the proposed BDT Bridge Loan Agreement, Parent would make available to WSP LLC an unsecured revolving loan facility in an aggregate principal amount of up to $280 million, which was expected to be sufficient to avoid the Company defaulting under the Credit Agreement’s financial covenant at both the December 31 and March 31 test dates. The proposed loans would have a maturity date of July 14, 2023. In addition, BDT agreed that the 2% up-front fee would be payable in kind. Davis Polk promptly provided the draft BDT Bridge Loan Agreement to S&C and Centerview. From December 3, 2022 to December 11, 2022, Cravath and Davis Polk exchanged multiple drafts of the BDT Bridge Loan Agreement, all of which Davis Polk promptly shared with and discussed with Centerview and S&C.

On December 4, 2022, at the direction of the Special Committee, representatives of S&C discussed with representatives of Cravath the proposed Merger Agreement and Equity Commitment Letter. The Cravath representatives again indicated that the BDT Fund 3 Parties would only commit to provide Parent with equity

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financing for the payment of the merger consideration under the proposed Merger Agreement. The S&C representatives requested that the BDT Fund 3 Parties also commit to provide Parent with equity financing sufficient to cover the maximum aggregate principal amount under the proposed BDT Bridge Loan Agreement and as required for Parent and Merger Sub to pay the Company monetary damages in accordance with the proposed Merger Agreement. The Cravath representatives also reiterated that, especially given the proposed BDT Bridge Loan Agreement and the loans contemplated thereunder, during the period between signing and closing of the potential Merger, BDT expected the Company to refrain from soliciting from third parties any proposals for financing options that might be available to the Company or from providing information to or participating in any discussions or negotiations with third parties regarding any financing proposals. The Cravath representatives also emphasized that BDT would require the TRA Amendment to be executed upon signing of the proposed Merger Agreement, which BDT and the Company were entitled to effectuate under the terms of the Tax Receivable Agreement. In addition to terminating the Tax Receivable Agreement upon the closing of the proposed Merger, the TRA Amendment would clarify that no payments would be required pursuant to the Tax Receivable Agreement in connection with the closing of the proposed Merger, consistent with a determination that the proposed Merger would not constitute a change of control of the Company. The Cravath representatives stated that BDT would not be prepared to pay the negotiated $8.05 price per share to the holders of the Class A Shares if BDT was required to make payments under the Tax Receivable Agreement in connection with the proposed Merger. Finally, the Cravath representatives indicated that, instead of the mechanism proposed by S&C in its draft of the proposed Merger Agreement, they would propose an amendment to the HoldCo LLC Agreement (the “LLC Agreement Amendment”) to clarify the process provided for in the HoldCo LLC Agreement for holders of HoldCo units and paired Class B Shares to participate in the proposed Merger and receive the merger consideration in accordance with the proposed Merger Agreement.

From December 5, 2022 until the Merger Agreement was approved by the Board, in addition to continuing to exchange drafts of the proposed Merger Agreement and Equity Commitment Letter, S&C and Cravath also exchanged drafts of the TRA Amendment and the LLC Agreement Amendment.

On December 5, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, the S&C representatives briefed the Special Committee on their discussion with representatives of Cravath and presented on the key open issues in the proposed Merger Agreement and Equity Commitment Letter. Representatives of Centerview then presented on the terms of the proposed BDT Bridge Loan Agreement. Following questions from the Special Committee and discussion, the Special Committee instructed Centerview to seek to (i) maximize the Company’s flexibility with its financing arrangements and lower its all-in yield under the facility, and (ii) extend the maturity date of the facility to December 2023.

On December 7, 2022, representatives of BDT, Centerview, Cravath, Davis Polk and S&C held a meeting via teleconference and discussed (i) the proposed BDT Bridge Loan Agreement, including the maturity date of, and the split between, term loans and revolving loans proposed to be provided by BDT pursuant to the BDT Bridge Loan Agreement and (ii) the potential extension of the maturity date of the term loans outstanding under the BDT Shareholder Loan Agreement. Later that day, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. At the meeting, the S&C representatives provided the Special Committee with an update on the key open issues in the proposed Merger Agreement and Equity Commitment Letter. The S&C representatives also presented on (i) the proposed TRA Amendment, pursuant to which, upon the consummation of the proposed Merger, the Tax Receivable Agreement would automatically terminate in full without any payment, including any Tax Benefit Payment or Early Termination Payment (each as defined in the Tax Receivable Agreement), and none of the transactions contemplated by the proposed Merger Agreement, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, would constitute a Change of Control (as defined in the Tax Receivable Agreement) or result in any payment under the Tax Receivable Agreement, including any Tax Benefit Payment or Early Termination Payment, and (ii) the proposed LLC Agreement Amendment, pursuant to which holders of HoldCo units and paired Class B Shares would have the right to participate in the Merger by delivering a notice of participation on or prior to a certain date, which right would be in lieu of any rights holders had to participate in the proposed Merger pursuant to Section 10.05(a) of the HoldCo LLC Agreement or to otherwise redeem HoldCo units during the period between the signing and closing of the proposed Merger. Throughout the discussion, the Special Committee provided instructions to S&C regarding its preferred approach to resolving certain outstanding issues.

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On December 9, 2022, Cravath sent Davis Polk a revised draft of the proposed BDT Bridge Loan Agreement, which (i) contemplated an unsecured term loan facility, which was proposed, subject to further confirmation, to be an aggregate principal amount of $120 million, and an unsecured revolving loan facility, which was proposed, subject to further confirmation, to be an aggregate principal amount of $230 million, and (ii) extended the maturity date to December 31, 2023. Additionally, Cravath sent Davis Polk an initial draft of an amendment to the BDT Shareholder Loan Agreement (the “BDT Shareholder Loan Agreement Amendment”), pursuant to which the maturity date under the BDT Shareholder Loan Agreement would be extended to January 29, 2028. Davis Polk promptly provided these drafts to S&C and Centerview. Over the course of December 9, 2022 and December 10, 2022, representatives of Cravath and Davis Polk worked to finalize the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, and on December 10, 2022, Cravath sent Davis Polk a revised draft of the proposed BDT Bridge Loan Agreement which confirmed an unsecured term loan facility in an aggregate principal amount of $120 million and an unsecured revolving loan facility in an aggregate principal amount of $230 million.

Later that day, at the direction of the Special Committee, representatives of S&C discussed with representatives of Cravath key open issues in the proposed Merger Agreement and Equity Commitment Letter. Davis Polk participated in a portion of the discussion related to the Company’s representations and warranties and interim operating covenants. The Cravath representatives indicated that, as reflected in Cravath’s draft of the proposed Equity Commitment Letter, the BDT Fund 3 Parties would commit to provide Parent with (i) equity financing sufficient to cover the maximum aggregate principal amount under the proposed BDT Bridge Loan Agreement and (ii) subject to a cap of $11 million, as required for Parent and Merger Sub to pay the Company monetary damages in accordance with the proposed Merger Agreement.

Over the course of the day on December 10, 2022, representatives of S&C, Cravath and Davis Polk worked to finalize the proposed Merger Agreement and other transaction documents. As a result of these discussions, among other things, BDT agreed to increase the size of its equity commitment to ensure that sufficient equity financing would be available to pay the merger consideration to Class A Shares that could be issued in exchange for any Class B Shares prior to the closing of the proposed Merger in accordance with the proposed LLC Agreement Amendment.

On the evening of December 10, 2022, the Special Committee held a meeting that was attended by representatives of Centerview and S&C. The representatives of S&C reviewed with the Special Committee certain legal matters, including the fiduciary duties of the members of the Special Committee as they applied in the context of considering whether or not to recommend the Merger. The S&C representatives then presented on the non-financial terms of the proposed Merger Agreement, the Equity Commitment Letter, the TRA Amendment and the LLC Agreement Amendment. Following S&C’s presentation, the representatives of Centerview reviewed with the Special Committee the terms of the proposed BDT Bridge Loan Agreement and BDT Shareholder Loan Agreement Amendment, noting that they believed that the financial terms of the proposed BDT Bridge Loan Agreement were at least as favorable to the Company as what the Company would receive in an arm’s-length transaction and would otherwise be able to obtain under current market conditions given the facts and circumstances relevant to the Company at the time. The Centerview representatives also reviewed the financial terms of BDT’s November 29 proposal and discussed Centerview’s financial analyses of the Merger. Following discussion, the Centerview representatives then orally rendered Centerview’s opinion, which was subsequently confirmed by delivery of a written opinion, dated December 10, 2022, that, as of such date, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, upon the review undertaken by Centerview in preparing its opinion that the $8.05 per Class A Share merger consideration to be paid pursuant to the proposed Merger Agreement was fair, from a financial point of view, to the holders of Class A Shares (excluding the Holdings Shares, Class A Shares owned by the Company as treasury shares, Dissenting Shares and Class A Shares held by the Specified Holders and their respective affiliates, together with any Class A Shares held by any affiliate of the Company. For a more detailed discussion of Centerview’s opinion see the section entitled “—Opinion of Centerview” beginning on page [●] of this Information Statement. Following further discussion and after considering the matters reviewed and discussed at the meeting and prior meetings of the Special Committee, the Special Committee resolved to (i) determine that the Merger Agreement and the Transactions, including the

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Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, on the terms and subject to the conditions set forth therein, were advisable, fair to and in the best interests of the Company and the Company’s stockholders (excluding the Specified Holders and their respective affiliates (other than the Company and its subsidiaries)) and (ii) recommend that the Board (a) approve the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment and (b) recommend adoption and approval of the Merger Agreement and the Transactions, including the proposed Merger, by the Company’s stockholders.

On December 11, 2022, the Board held a meeting that was attended by members of the Company’s management and representatives of Davis Polk, S&C and Centerview. Ms. Rainko did not attend the meeting. Representatives of Davis Polk reviewed the directors’ fiduciary duties in connection with the proposed Transactions. Representatives of Centerview and S&C and the members of the Special Committee then provided the Board with the Special Committee’s recommendation with respect to the proposed Merger Agreement and the Transactions, including the proposed Merger, and provided the Board with a summary of the Special Committee’s evaluation of the proposed Merger Agreement and the Transactions, including the proposed Merger and the negotiating history with BDT, the matters considered by the Special Committee and the reasons for the Special Committee’s recommendation. Representatives of S&C then reviewed with the Board the principal terms of the proposed Merger Agreement, Equity Commitment Letter, TRA Amendment, LLC Agreement Amendment, the BDT Bridge Loan Agreement and BDT Shareholder Loan Agreement Amendment. Representatives of Centerview then discussed the terms and conditions of the proposed BDT Bridge Loan Agreement and its relationship to the Company’s debt capital structure. After discussion, the Board, acting upon the unanimous recommendation of the Special Committee, resolved to: (i) determine that the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, on the terms and subject to the conditions set forth in the Merger Agreement, are advisable and in the best interests of the Company and its stockholders (excluding the Specified Holders and their respective affiliates (excluding the Company and its subsidiaries)), (ii) approve the Merger Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, (iii) authorize, empower and direct the Company’s authorized officers, in the name and on behalf of the Company and without further action from the Board, to cause the Company or WSP LLC, as applicable, to execute and deliver the agreements to which the Company or WSP LLC, as applicable, is a party, with such changes and additions thereto any such authorized officer executing the same may, in good faith, deem necessary or appropriate and consistent with the matters contemplated herein, such executions thereof to be conclusive evidence of such approvals (provided that no changes or additions that are material, individually or in the aggregate, and/ or relate to the Merger Consideration may be made to the Merger Agreement without further approval of the Board upon the recommendation of the Special Committee) and perform all of its obligations (or cause WSP LLC to perform all of its obligations, as applicable) under the Merger Agreement and the Transactions, including the Merger, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment and (iv) recommend adoption and approval of the proposed Merger Agreement and the Transactions, including the Merger, by the Company’s stockholders.

Following the Board meeting, the Merger Agreement, Equity Commitment Letter, TRA Amendment and LLC Agreement Amendment were executed by the relevant parties thereto and the BDT Bridge Loan Agreement and BDT Shareholder Loan Agreement Amendment were executed by the parties thereto.

Later that day, the Specified Holders executed and delivered to the Company a written consent adopting the Merger Agreement and approving the Merger.

On December 12, 2022, before the opening of trading on the NYSE, the Company issued a press release announcing the proposed Merger.

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Following discussions among BDT, WSP LLC and the revolving lenders under the Credit Agreement, on December 27, 2022, WSP LLC entered into an amendment (the “Credit Agreement Amendment”) to the Credit Agreement. The Credit Agreement Amendment waives the financial covenant under the Credit Agreement for the fiscal quarters ending December 31, 2022 and March 31, 2023 (the “Waiver”), but the Waiver may be terminated if certain conditions are not met (including, among other conditions, if the Merger does not occur, at the latest, by June 29, 2023, unless otherwise agreed to by the administrative agent in its sole discretion). If the Waiver is terminated and WSP LLC is not in compliance with the financial covenant for the fiscal quarter then most recently ended for which financial statements have been (or were required to be) provided to the lenders under the Credit Agreement, WSP LLC must pay a fee in an amount equal to 3.0% per annum in respect of any outstanding revolving loans under the Credit Agreement. The fee will continue to be payable until WSP LLC complies with the financial covenant for any two consecutive fiscal quarter periods ending on or after September 30, 2023, at which time such fee will terminate permanently. Beginning on the earlier of April 30, 2023 and the date on which WSP LLC receives certain equity contributions from its shareholders, the amendment also prohibits WSP LLC from incurring additional revolving loans if after giving effect to any such borrowing, the obligations outstanding under the revolving facility under the Credit Agreement would exceed (i) $250 million or (ii) if a Shareholder Loan Agreement Cure (as defined in the Credit Agreement) has occurred, $200 million, in each case, until certain conditions as set forth in the Credit Agreement Amendment are met.

Recommendation of the Board; Reasons for the Merger

After careful consideration, the Board, acting on the unanimous recommendation of the Special Committee, resolved:

Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board

On December 10, 2022, the Special Committee, acting with the advice and assistance of its own independent legal and financial advisors, considered and evaluated the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment and unanimously determined that the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment,

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the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment are advisable, fair to and in the best interests of the Company and the Company’s stockholders (excluding the Specified Holders and their respective affiliates (excluding the Company and its subsidiaries)).

The Special Committee also unanimously recommended to the Board that the Board:

Reasons for the Merger; Recommendation of the Special Committee

In the course of reaching the determination described above, the Special Committee considered, in consultation with its own independent legal and financial advisors, the following material factors that weighed in favor of the Merger, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Special Committee also considered the factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger to the Company’s stockholders (excluding the Specified Holders and their respective affiliates (excluding the Company and its subsidiaries)). The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

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In the course of reaching the determination described above, the Special Committee also considered and balanced, in consultation with its own independent legal and financial advisors, the factors that weighed in favor of the Merger against a variety of potentially negative factors, uncertainties and risks in its deliberations concerning the Merger Agreement and the Merger, including, among others:

The above discussion of the information and factors considered by the Special Committee is not intended to be exhaustive but indicates the material matters considered. In reaching its determination and recommendation, the Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors,

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and individual members of the Special Committee may have considered various factors differently. The Special Committee did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. The Special Committee based its unanimous recommendation on the totality of the information presented.

Recommendation of the Board

At a meeting of the Board held on December 11, 2022 (which Ms. Rainko did not attend), the Board, acting upon the unanimous recommendation of the Special Committee:

In reaching its determination, the Board considered a number of factors, including the following material factors:

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The above discussion of the information and factors considered by the Board is not intended to be exhaustive but indicates the material matters considered. In reaching its determinations and recommendations, the Board did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Board may have considered various factors differently. The Board did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. The Board based its recommendation on the totality of the information presented.

The Special Committee and the Board did not specifically consider the liquidation value or the net book value of the Company in the evaluation of the Merger, because of the belief that neither liquidation value nor net book value presents a meaningful valuation for the Company and its business, as (i) determining a liquidation value would be impracticable given the significant execution risk involved in any breakup of the Company, (ii) the Company’s value is derived from the cash flows generated from its continuing operations rather than from the value of assets that might be realized in a liquidation, (iii) net book value is significantly influenced by historical

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costs and (iv) net book value does not take into account the prospects of the Company, market conditions, trends in the industries in which the Company operates or the business risks inherent in those industries.

In addition, the Special Committee and the Board did not specifically seek to establish a pre-Merger going concern valuation of the Company, and no such value was directly considered by the Special Committee or the Board. Rather, the Special Committee believed that the financial analyses presented by Centerview, as more fully summarized in the section entitled “—Opinion of Centerview” beginning on page [●] of this Information Statement, which opinion and financial analyses the Special Committee adopted as its own, on which the Special Committee relied in making its recommendation to the Board, represented potential valuations of the Company as it continues to operate its business, and to that extent, the Special Committee implicitly characterized such analyses as forms of going concern valuations. The Special Committee considered each of the analyses performed by Centerview in the context of the fairness opinion provided by Centerview as well as various additional factors, as discussed above.

The Special Committee and the Board are not aware of any firm offer by any other person during the prior two years for a merger or consolidation of the Company with another company, the sale or transfer of all or substantially all of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company .

Required Stockholder Approval for the Merger

The adoption of the Merger Agreement and the approval of the Merger and the other Transactions required the affirmative vote or written consent, in accordance with Section 228 and Section 251 of the DGCL, the Company Charter, the Company Bylaws and the Stockholders Agreement, by stockholders of the Company holding (i) a majority of the Class A Shares outstanding, (ii) a majority of (A) the Class B Shares outstanding and (B) the Class B Shares held by the stockholders party to the Stockholders Agreement and (iii) a majority of the Common Shares outstanding. As of December 11, 2022, the record date for determining stockholders of the Company entitled to vote on the adoption of the Merger Agreement, there were 53,738,392 Class A Shares outstanding, 234,476,377 Class B Shares outstanding and 288,214,769 Common Shares outstanding. Holders of Common Shares are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On December 11, 2022, following the execution of the Merger Agreement, the Specified Holders, which on such date beneficially owned 30,240,685 Class A Shares, 178,422,939 Class B Shares and 208,663,624 Common Shares representing approximately 56.3% of the then-outstanding Class A Shares, approximately 76.1% of the then-outstanding Class B Shares and approximately 72.4% of the then-outstanding Common Shares, respectively, delivered the Written Consent. No further action by any other Company stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. As a result, the Company is not soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement. No action by the stockholders of the Company is required to complete the Merger, and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 228 of the DGCL. This Information Statement and the notice attached hereto constitute notice to you from the Company of the Written Consent as required by Delaware law.

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Opinion of Centerview

On December 10, 2022, Centerview rendered to the Special Committee its oral opinion, subsequently confirmed in a written opinion, dated December 10, 2022, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of Class A Shares (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated December 10, 2022, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of Class A Shares (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transactions and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transactions or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed

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with, or reviewed by Centerview for purposes of its opinion and, with the Special Committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Special Committee’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the Special Committee’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Special Committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Special Committee’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Special Committee’s direction, that the Transactions will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Transactions, or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the Class A Shares (other than Excluded Shares), solely in their capacity as holders of Class A Shares, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transactions, including, without limitation, the structure or form of the Transactions, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transactions, including, without limitation, the fairness of the Transactions or any other term or aspect of the Transactions to, or any consideration to be received in connection therewith by, or the impact of the Transactions on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party, including without limitation, holders of the Class B Shares. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transactions, whether relative to the Merger Consideration to be paid to the holders of the Class A Shares (other than Excluded Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transactions or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration

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of the Transactions. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with Centerview’s written opinion, dated December 10, 2022. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Transactions. None of the Company, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as of December 9, 2022 (the last trading day before the public announcement of the Transactions) and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on the Forecasts. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of implied per share equity values for the Company by discounting to present value as of September 30, 2022 (using discount rates ranging from 9.5% to 11.0%, reflecting Centerview’s analysis of the Company’s weighted average cost of capital, determined using the capital asset pricing model and based on considerations that Centerview deemed relevant in its professional judgment and experience): (i) the forecasted unlevered free cash flows of the Company based on the forecasts over the period beginning October 1, 2022 and ending on September 30, 2032 (see the section of this information statement entitled “—Certain Company Financial Forecasts” beginning on page [●] of this information statement) and (ii) a range of implied terminal values of the Company at the end of the forecast period shown in the Forecasts, estimated by Centerview applying perpetuity growth rates to the Company’s unlevered free cash flows for the terminal year ranging from 2.0% to 3.0%. Based on its analysis, Centerview calculated a range of implied enterprise values of the Company. Centerview subtracted from this range the face value of the

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Company’s net debt as of September 30, 2022 as set forth in the Internal Data to derive a range of implied equity values for the Company. Centerview then divided this range of implied equity values by the number of Class A and Class B shares outstanding as November 28, 2022 and the number of vested incentive equity awards and Director RSU Awards outstanding as of December 9, 2022 based on the Internal Data to derive a range of implied values per share of approximately $5.92 to $9.79, rounded to the nearest $0.01, which also includes the present value of the Company’s value tax attributes under its Tax Receivable Agreement and net operating losses of approximately $0.05 per share based on Internal Data. Centerview compared this range to the Merger Consideration of $8.05 per share proposed to be paid to the holders of Class A Shares (other than Excluded Shares) pursuant to the Merger Agreement.

Selected Public Company Analysis

Centerview reviewed certain financial information of the Company and compared it to corresponding financial information of selected comparable public companies that Centerview deemed comparable, based on its experience and professional judgment, to the Company (the “selected companies”). Although none of the selected companies is directly comparable to the Company, the selected companies listed below were chosen by Centerview, among other reasons, because they are companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, Centerview considered similar to those of the Company. However, because none of the selected companies is exactly the same as the Company, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operational characteristics of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of December 9, 2022, Centerview calculated for each selected company, such company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other dilutive equity instruments) plus the non-controlling interests, face value of debt and certain liabilities less cash and cash equivalents, in each case calculated consistently with the determinations made in arriving at the Company’s implied enterprise value for purposes of Centerview’s analyses to the extent comparable information was publicly available) (“EV”), as a multiple of Wall Street research analyst consensus estimated earnings before interest expense, income taxes, depreciation and amortization and stock based compensation (“EBITDA”), calendarized to the Company’s fiscal year 2024 (“2024E”). Such multiple is referred to in this section, with respect to a selected company, as “EV / 2024E EBITDA.”

The selected companies and the results of this analysis are summarized as follows:

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Based on the foregoing analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a range of multiples of EV to 2024E EBITDA of 12.5x to 17.5x. In selecting this range of multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied the range of multiples of EV to 2024E EBITDA to the Company’s 2024E EBITDA of $213 million derived from the Internal Data, to derive a range of implied enterprise values for the Company. Centerview subtracted from each of these ranges the face value of the Company’s net debt as of September 30, 2022 as set forth in the Internal Data to derive a range of implied equity values for the Company. Centerview then divided these implied equity values by the number of fully-diluted outstanding shares as of December 9, 2022 as set forth in the Internal Data to derive a range of implied values per share of approximately $4.31 to $7.96, rounded to the nearest $0.01. Centerview compared this range to the Merger Consideration of $8.05 per share proposed to be paid to the holders of Class A Shares (other than Excluded Shares) pursuant to the Merger Agreement.

Other Factors

Centerview noted for the Special Committee certain additional factors solely for reference and informational purposes, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Special Committee in its evaluation of the Transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the Special Committee or management of the Company with respect to the Merger Consideration or as to whether the Special Committee would have been willing to determine that a different consideration was fair. The consideration for the Transactions was determined through arm’s-length negotiations between the Company and Parent and was approved by the Special Committee. Centerview provided advice to the Special Committee during these negotiations. Centerview did not, however, recommend any specific amount of consideration to the Special Committee or that any specific amount of consideration constituted the only appropriate consideration for the Transactions.

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Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for Centerview’s current engagement by the Special Committee, Centerview had not been engaged to provide financial advisory or other services to the Company, and Centerview has not received any compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent or BDT, and Centerview did not receive any compensation from Parent or BDT during such period. Centerview may provide in the future financial advisory and other services to or with respect to the Company, BDT or Parent or their respective affiliates, including portfolio companies of BDT, for which Centerview may receive compensation. Certain (i) of Centerview and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Parent, BDT or any of their respective affiliates, including portfolio companies of BDT, or any other party that may be involved in the Transactions.

The Special Committee selected Centerview as its financial advisor in connection with the Transactions based on, among other things, Centerview’s independence, reputation and experience both in the industry and with respect to special committee assignments, merger and acquisition engagements and financings. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transactions.

In connection with Centerview’s services as the financial advisor to the Special Committee, the Company has agreed to pay Centerview an aggregate fee of up to approximately $27 million, (i) approximately $1 million of which was payable upon funding of the $61.2 million of loans under the BDT Shareholder Loan Agreement, (ii) $3 million of which was payable upon the rendering of Centerview’s opinion, (iii) approximately $16 million of which is payable contingent upon consummation of the Merger (the “Transaction Fee”) (which includes a $2 million retainer that is creditable against the Transaction Fee) and (iv) up to $7 million is payable contingent upon funding of the $350 million of loans under the BDT Bridge Loan Agreement. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Other Presentations by Centerview

In addition to the presentation made to the Special Committee on December 10, 2022, which will be filed with the SEC as an exhibit to the Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) and is described above, copies of preliminary illustrative presentations presented or delivered by Centerview to the Special Committee or the Board, as applicable, on November 1, 2022, November 5, 2022, November 9, 2022, November 21, 2022, November 28, 2022, November 29, 2022, December 5, 2022 and December 11, 2022 containing, among other things, preliminary illustrative financial analyses and analysis of the BDT Bridge Loan Agreement also are attached as exhibits to such Schedule 13E-3.

A summary of these preliminary illustrative presentations is provided below. The following summaries, however, do not purport to be a complete description of these preliminary illustrative presentations or of the preliminary financial analyses performed by Centerview.

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None of these other preliminary illustrative presentations by Centerview, alone or together, constitute, or form the basis of, an opinion of Centerview with respect to the consideration payable under the Merger Agreement, and the preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Centerview as of, the dates of the respective presentations .

Certain Company Financial Forecasts

The Company’s management does not currently as a matter of course make public projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Company is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. As a result, the Company does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Special Committee’s evaluation of a potential transaction, the Company’s management independently prepared certain unaudited prospective financial information for fiscal years 2023 through 2032, which we refer to generally as “Projections” and the final version of which we refer to as the “November Projections.” The Projections were made available to the Special Committee in connection with their

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consideration and evaluation of the Merger, and were provided to Centerview in connection with its financial analyses and opinion. At the direction of the Special Committee, the November Projections were also made available to BDT.

The Company is including a summary of the November Projections in this information statement in order to provide the Company’s stockholders with access to the final projections that were made available to, and approved by, the Special Committee in connection with its evaluation of the Merger, made available to BDT in connection with its due diligence review and made available to Centerview, and which Centerview was instructed by the Special Committee to use, in connection with its financial analyses and opinion.

The following table presents a summary of the November Projections:^{(1) (2)}

Prior Iterations of the Projections

In August 2022, the Company’s management presented to the Board preliminary unaudited prospective financial information for fiscal years 2023 through 2027 (the “August Projections”) that management had begun to prepare to assist the Board in connection with a potential transaction but which had not previously been presented to or reviewed or adopted by the Board. The August Projections were discussed with and made available to the Board in August 2022 and to Centerview in September 2022.

In October 2022, the Company’s management presented to the Special Committee preliminary unaudited prospective financial information for fiscal years 2023 through 2027 (the “October Projections”). The October Projections reflected, among other things, updated management assessment of the Company’s cash flow projections and performance and the then-current macroeconomic environment. The October Projections were discussed with and made available to the Board, the Special Committee and Centerview in October 2022. Following discussion with management and representatives of Centerview, the Special Committee directed management to update the October Projections to reflect management’s then-current actual expectations regarding, or plans to achieve, the Company’s future performance.

In November 2022, the Company’s management presented to the Special Committee preliminary unaudited prospective financial information for fiscal years 2023 through 2032 (the “November 3 Projections”). The November 3 Projections were discussed with and made available to the Special Committee and Centerview in November 2022. The November 3 Projections were not provided to BDT, but were used by Centerview, at the direction of the Special Committee, to prepare additional financial analyses for consideration by the Special Committee.

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The Company is including a summary of the November 3 Projections in this information statement in order to provide the Company’s stockholders with access to additional information that was previously made available to the Special Committee and Centerview.

The following table presents a summary of the November 3 Projections:^{(1) (2)}

Additional Information About the Projections

The inclusion of the Projections in this information statement should not be regarded as an indication that any of the Company or any of its affiliates, advisors or representatives have considered the Projections to be predictive of actual future events, and the Projections should not be relied upon as such. The Company advises the recipients of the Projections that its internal financial forecasts upon which the Projections were based are subjective in many respects.

Although presented with numerical specificity, the Projections were based on numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Projections were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company. Important factors that may affect actual results and cause these internal financial Projections to not be achieved include, but are not limited to, risks and uncertainties relating to the business of the Company (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, changes in technology, general business and economic conditions and other risk factors referenced in the section of this information statement entitled “Cautionary Statement Concerning Forward-Looking Information” beginning on page [●] of this information statement. Various assumptions underlying the Projections may not prove to have been, or may no longer be, accurate. The Projections may not be realized, and actual results may be significantly higher or lower than projected in the Projections. The Projections summarized above do not give effect to the Merger. The Projections also reflect assumptions as to certain business strategies or plans that are subject to change. The Projections do not take into account any circumstances or events occurring after the date they were prepared. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Projections in this information statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Transactions are completed) from the Projections. For all of these reasons, the internal financial Projections, and the assumptions upon which they are based, (i) are not guarantees of future results; (ii) are inherently speculative; and (iii) are subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in these internal financial Projections. Accordingly, there can be no assurance that the Projections will be realized.

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The Projections were prepared solely for internal use and to assist the Special Committee with their consideration and evaluation of the Transactions, including the Merger, Centerview with its financial analyses and opinion and BDT with its due diligence review of the Company, and although they were prepared on an accounting basis consistent with the Company’s financial statements, they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, the Company. Neither the Company’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Adjusted EBITDA, Net Operating Profit After Tax and Unlevered Free Cash Flow contained in the Projections are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Projections were relied upon by Centerview for purposes of its opinion and by the Special Committee in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the merger if the disclosure is included in a document such as this information statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Centerview for purposes of its opinion or by the Special Committee in connection with its evaluation of the Merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

For these reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this information statement should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. None of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Centerview) can give you any assurance that actual results will not differ from these Projections. Except as required by applicable law, none of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Centerview) undertake any obligation to update or otherwise revise or reconcile the Projections or the specific portions presented to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this information statement are cautioned not to place undue, if any, reliance on the specific portions of the Projections set forth above. None of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Centerview) intend to make publicly available any update or other revision to these Projections. In addition, none of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Centerview) have made, make, or are authorized in the future to make, any representation to any stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Projections or that projected results will be achieved, and any statements to the contrary should be disregarded. The Company has made no representation to Parent or BDT, in the Merger Agreement or otherwise, concerning the Projections.

Financing

The parties estimate that the total amount of funds necessary to pay the aggregate cash consideration to the public stockholders in the Merger is up to approximately $886 million, assuming no exercise of dissenters’ rights by

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stockholders of the Company. Parent expects to obtain the amount of funds necessary to complete the Merger and the related transactions through a cash contribution from the BDT Fund 3 Parties pursuant to the Equity Commitment Letter, under which, subject to the terms and conditions thereof, the BDT Fund 3 Parties will provide equity financing in an aggregate amount of up to $886 million to Parent in connection with the consummation of the Transactions, including any fees and expenses payable by Parent or Merger Sub pursuant to the Merger Agreement, as well as a limited guarantee subject to a cap of $11 million of Parent and Merger Sub’s payment obligations in respect of any monetary damages required to be paid to the Company in accordance with the Merger Agreement.

For more information on Parent’s financing arrangements for the Merger, see the sections entitled “The Merger Agreement—Financing of the Merger” beginning on page [●] of this Information Statement.

Position of the Company on the Fairness of the Merger

On December 11, 2022, the Board, acting in reliance upon the unanimous recommendation of the Special Committee, (i) determined that the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, are advisable and in the best interests of the Company and its stockholders (excluding the Specified Holders and their respective affiliates (excluding the Company and its subsidiaries)), (ii) approved the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, (iii) authorized. the execution and delivery of the agreements to which the Company or WSP LLC, as applicable, is a party and the performance by the Company or WSP LLC, as applicable, of all of its obligations under the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment and (iv) resolved to recommend adoption and approval of the Merger Agreement and the Transactions, including the Merger, to the Company’s stockholders in accordance with the DGCL. In making the determination described above, the Board has expressly adopted the analysis of the Special Committee, which adopted as its own the opinion and financial analyses of Centerview, among other factors considered in the course of making its recommendation that the Board approve the Merger Agreement and the Transactions, including the Merger.

Position of the BDT Entities in Connection with the Merger

Under the SEC rules governing “going-private” transactions, each of Parent, Merger Sub, BDT WSP Holdings, LLC, BDT Capital Partners I-A Holdings, LLC, BDTCP GP I, LLC, BDT Capital Partners, LLC, BDTP GP, LLC, BDT Capital Partners Fund 3, L.P., BDT Capital Partners Fund 3 (TE), L.P., BDT Capital Partners Fund 3 (Del), L.P., BDT Capital Partners Fund 3 (Lux) SCSp, BDTCP GP 3, L.P., BDTCP 3-A (DEL), LLC, BDTCP GP 3-A, L.P., BDTCP GP 3-A (Lux) S.à r.l., BDTCP GP 3, Co., BDT Partners, LLC, BDT & MSD Holdings, L.P. and Byron D. Trott (collectively, the “BDT Entities”) may be deemed to be an affiliate of the Company and engaged in the going-private transaction and, therefore, be required to express its beliefs as to the fairness of the Transactions, including the Merger, to the stockholders of the Company, other than the stockholders of the Company unaffiliated with the BDT Entities (the “Unaffiliated Stockholders”). The BDT Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The BDT Entities have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders.

The BDT Entities believe that the Merger (which is the Rule 13e-3 transaction for which the Schedule 13E-3 will be filed with the SEC) is fair to the Unaffiliated Stockholders, on the basis of the factors described in the sections entitled “—Recommendation of the Board; Reasons for the Merger” and “—Position of the Company on the Fairness of the Merger” beginning on pages [●] and [●], respectively (which the BDT Entities agree with and

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adopt), the factors described in the section entitled “—Purpose and Reasons of the BDT Entities for the Merger” beginning on page [●] and the additional factors described below with respect to the BDT Entities.

The BDT Entities also believe that the interests of the Unaffiliated Stockholders were properly represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on behalf of the stockholders of the Company (excluding the Specified Holders and their respective affiliates (excluding the Company and its Subsidiaries)) with the assistance of its independent legal and financial advisors. The BDT Entities neither participated in the deliberations of the Special Committee regarding, nor received advice from the Special Committee’s independent legal or financial advisors as to the substantive or procedural fairness of the Merger. The BDT Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the Unaffiliated Stockholders. The BDT Entities have not received any report, opinion or appraisal from any outside party materially related to the Merger, including any report, opinion or appraisal relating to the fairness of the Merger to the Unaffiliated Stockholders or the BDT Entities.

Based on the factors considered by, and findings of, the Board and the Special Committee described in the sections entitled “—Recommendation of the Board; Reasons for the Merger,” and “—Position of the Company on the Fairness of the Merger” beginning on pages [●] and [●], respectively, of this Information Statement (which findings the BDT Entities agree with and adopt), the BDT Entities believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders. The BDT Entities believe the factors considered by, and findings of, the Board and the Special Committee provide a reasonable basis upon which to form their belief that the Merger is fair to the Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Unaffiliated Stockholders as to whether they should, and the BDT Entities do not make any recommendation as to whether any Unaffiliated Stockholders should, exercise their appraisal rights under the DGCL.

Based on the BDT Entities’ knowledge and analysis of available information regarding the Company, as well as discussions with members of the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Board and the Special Committee described in the sections entitled “—Recommendation of the Board; Reasons for the Merger,” and “—Position of the Company on the Fairness of the Merger” beginning on pages [●] and [●], respectively, of this Information Statement (which findings the BDT Entities agree with and adopt), the BDT Entities believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders. In particular, the BDT Entities considered the following substantive factors:

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The BDT Entities also considered a variety of procedural factors related to the fairness of the Merger, including the following:

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The BDT Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The BDT Entities did not find it practicable to assign, nor did they assign, specific relative weights to the individual factors that they considered in reaching their conclusion as to fairness. The BDT Entities believe these factors provide a reasonable basis upon which to form their belief that the Merger is fair to the Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Unaffiliated Stockholders as to whether they should, and the BDT Entities do not make any recommendation as to whether any Unaffiliated Stockholders should, exercise their appraisal rights under the DGCL.

The BDT Entities did not consider liquidation value or net book value as a factor because they consider the Company to be a viable going concern business and the trading history of the Class A Shares to generally be an indication of its value as such and they have no present intention to liquidate the Company .

Purposes and Reasons of the Company in Connection with the Merger

On August 29, 2022, the Board established the Special Committee, comprising Ms. Congalton and Mr. Suranjan, to review and evaluate (i) a potential transaction involving BDT or one or more of its affiliated investment funds and (ii) if the Special Committee deemed it appropriate, alternative transactions with other parties. The Board also resolved that it would not approve any potential transaction with BDT or one or more of its affiliated investment funds without a prior favorable recommendation of the Special Committee.

On December 10, 2022, the Special Committee, acting with the advice and assistance of its own independent legal and financial advisors, considered and evaluated the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, and unanimously resolved to (i) determine that the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, are advisable, fair to and in the best interests of the Company and the Company’s stockholders (excluding the Specified Holders and their respective affiliates (excluding the Company and its subsidiaries)) and (ii) recommend that the Board (A) approve the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan

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Agreement Amendment, and (B) recommend adoption and approval of the Merger Agreement and the Transactions, including the Merger, to the Company’s stockholders.

Also on December 10, 2022, the Board held a meeting (which Ms. Rainko did not attend), at which the Board, acting upon the unanimous recommendation of the Special Committee, resolved to (i) determine that the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment, are advisable and in the best interests of the Company and its stockholders (excluding the Specified Holders and their respective affiliates (excluding the Company and its subsidiaries)), (ii) approve the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment (iii) authorize the execution and delivery of the agreements to which the Company or WSP LLC, as applicable, is a party and the performance by the Company or WSP LLC, as applicable, of all of its obligations under the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and the TRA Amendment, the LLC Agreement Amendment, the BDT Bridge Loan Agreement and the BDT Shareholder Loan Agreement Amendment and (iv) recommend adoption and approval of the Merger Agreement and the Transactions, including the Merger, to the Company’s stockholders.

For more information, see the section of this Information Statement titled “—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board” beginning on page [●].

Purposes and Reasons of the BDT Entities in Connection with the Merger

Under the SEC rules governing “going-private” transactions, the BDT Entities may be deemed to be affiliates of the Company and, therefore, required to express their reasons for the Merger to the Company’s Unaffiliated Stockholders as defined in Rule 13e-3 of the Exchange Act. The BDT Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The BDT Entities believe that structuring the Transactions as a merger is preferable to other transaction structures because it (1) will enable Parent to acquire all of the Class A Shares (other than the Holdings Shares, the Canceled Common Shares and any applicable Dissenting Shares) at the same time, (2) will allow the Company to cease to be a publicly registered and reporting company, and (3) represents an opportunity for the holders of Class A Shares (other than the holders of the Holdings Shares, the Canceled Common Shares and any applicable Dissenting Shares) to receive the Merger Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

For the BDT Entities, the primary purpose of the Merger is to allow Parent to own equity interests in the Company and to bear the rewards and risks of such ownership after the Merger is completed and the Class A Shares cease to be publicly traded. The BDT Entities believe that, as a private company, the Company will be able to improve its ability to execute initiatives, including a recapitalization of the Company, that it cannot effectively execute as a public company, which, over time, will create additional enterprise value for the Company. The BDT Entities believe that this, along with the Company’s existing business and potential future opportunities, will allow the BDT Entities’ investment in the Company to achieve returns consistent with its investment objectives, which are in some cases more difficult for a business to achieve as a public company due to the reporting and associated costs and burdens placed on public companies. The BDT Entities also believe that the management and employees of the Company will be able to execute more effectively on future strategic plans. The BDT Entities have undertaken to pursue the Merger at this time for the reasons described above.

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Accounting Treatment

BDT meets the definition of an investment company as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). As an investment company, BTD is required to follow the accounting and reporting guidance of ASC 946 and report their investment assets and liabilities at fair value, including their interest in the Company. No realized gain or loss is expected to be recognized in BTD’s consolidated statement of operations resulting from the Merger.

Interests of Our Directors and Executive Officers in the Merger

You should be aware that the Company’s executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of the Company’s stockholders generally. The Board and the Special Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

The Company’s executive officers as of the date hereof are Alan D. Matula (Chief Executive Officer), William J. Horton (Chief Financial Officer), Michael G. Jacobs (Chief Operations Officer), Erik Chalut (General Counsel and Secretary), Jennifer Bonuso (President of Weber Americas) and Steffen Hahn (President of Weber EMEA). In addition, the discussion below contains information regarding Hans-Jürgen Herr (Senior Vice President-Global Brand and Consumer Experience), who served as an executive officer of the Company during the fiscal year ended September 30, 2022.

In addition to the individuals identified above, the following individuals served as executive officers of the Company during the fiscal year ended September 30, 2022: Chris M. Scherzinger (Former Chief Executive Officer and Director); Mary A. Sagripanti (Former Chief Marketing Officer); Troy J. Shay (Former Chief Executive Officer of 1952 Ventures and Former Chief Growth Officer); and Ryan B. Warren (Former President of Weber Americas) (collectively, the “Former Executives”).

Treatment of Company Equity Awards

For information regarding beneficial ownership of Class A Shares generally by each of the Company’s directors and named executive officers and all directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page [●] of this Information Statement. Each of the Company’s directors and executive officers, each of the Former Executives and Mr. Herr will be entitled to receive, for each Class A Share, the Merger Consideration in the same manner as other Company stockholders.

Pursuant to the Merger Agreement, at the Effective Time, all outstanding Company Equity Awards, whether vested or unvested, will remain outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable Company equity plan and award agreement, except that any Director RSU Award will instead accelerate in full and be cancelled, with the holder thereof being entitled to receive, in respect of such cancellation, without interest, an amount in cash equal to (i) the number of Class A Shares subject to such Director RSU Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. As of the date of this Information Statement, none of the Company’s directors and executive officers, the Former Executives or Mr. Herr has entered into an agreement with BDT, Parent or any of their affiliates to provide for different treatment with respect to his or her Company Equity Awards. The following table sets forth, for each non-employee director, (a) the number of Class A Shares subject to unvested Director RSU Awards as of January 10, 2023 and (b) the estimated value of such Director RSU Awards in connection with the Merger. The values in the table below have been determined (i) based on the Merger Consideration of $8.05 per share and (ii) assuming that the individuals identified below do not receive any additional grants of Director RSU Awards or forfeit any Director RSU Awards after January 10, 2023.

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The following table sets forth, for each executive officer, Mr. Herr and each Former Executive, (a) the number of Company Options held by such individual and their applicable exercise price, (b) the number of Company RSU Awards held by such individual and (c) the number of Company Profit Unit Awards held by such individual. The numbers in the table below assume that the individuals identified below do not receive any additional grants of Company Equity Awards or forfeit any Company Equity Awards after January 10, 2023.

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Severance Entitlements

Each of the Company’s executive officers, as well as Mr. Herr, is a party to an employment agreement with the Company (the “Employment Agreements”), which provides severance benefits as follows upon a termination of such individual’s employment by the Company without “cause” or, for each executive officer other than Messrs. Hahn and Herr, by such executive officer for “good reason” (each, as defined in the applicable Employment Agreement) or if the Company does not renew the applicable Employment Agreement, subject to their execution of a general release of claims:

For our executive officer who is not a named executive officer, the aggregate value of the severance payments and benefits he may be eligible to receive is $470,916.

The Employment Agreements (other than the agreement with Mr. Herr) contain certain enhanced severance benefits in the event the employee is terminated by the Company without cause or by such executive officer for good reason within 24 months following a “change in control”. The Merger will not constitute a “change in control” for purposes of the Employment Agreements and thus the Company’s executive officers will not be entitled to enhanced severance benefits in the event they experience a qualifying termination within 24 months following the Merger.

As disclosed in a Form 8-K filed with the SEC on December 16, 2022, Mr. Horton informed the Company of his decision to retire from his position as Chief Financial Officer of the Company. In connection with his retirement, in exchange for his agreement to remain employed through January 31, 2023 and subject to his execution of a general release of claims, Mr. Horton will be entitled to receive (i) subject to providing services in a reasonably satisfactory manner through January 31, 2023, a cash lump-sum payment of $375,000, payable on the later of (x) February 15, 2023 and (y) the date upon which his general release of claims becomes effective and (ii) reimbursement for up to $10,000 in attorney’s fees related to the negotiation and execution of his transition agreement. Mr. Horton will not be eligible to receive the severance benefits under his Employment Agreement, which are described above.

Each of the Former Executives will continue to receive the severance benefits provided to them pursuant to the terms of their existing Confidential Separation and General Release Agreements, which were entered into at the time of their applicable termination of employment. The Former Executives will not be eligible to receive any additional severance benefits as a result of the Merger.

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Other Arrangements

Prior to the Effective Time, BDT, Parent or their affiliates may, in their discretion, initiate negotiations of agreements, arrangements and understandings with any of the Company’s directors and executive officer, the Former Executives or Mr. Herr regarding their employment or other future service or compensation or benefits and may enter into definitive agreements with such individuals regarding the foregoing. To the Company’s knowledge, as of the date of this Information Statement, none of BDT, Parent or their affiliates has initiated any such negotiations or entered into any such new agreements, arrangements or understandings. Current agreements, arrangements and understandings between BDT, Parent or their affiliates and any of the Company’s directors and executive officers, the Former Executives or Mr. Herr are described below in the section entitled “— Other Interests”.

Quantification of Payments and Benefits

In accordance with Item 402(t) of Regulation S-K, the table below shows the compensation that is based on or relates to the Merger and could become payable to each of the Company’s Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers for the Company’s fiscal year ended September 30, 2022, whom we refer to as “named executive officers”. Chris M. Scherzinger, Hans-Jürgen Herr and Ryan B. Warren, whom are Former Executives of the Company, are also among the Company’s named executive officers for the fiscal year ended September 30, 2022 in accordance with applicable SEC rules. Messrs. Scherzinger and Warren are not included in the table below, because no amounts could become payable to them in connection with the Merger. The compensation in the table below is referred to as “golden parachute” compensation by the applicable SEC rules.

The table below summarizes the potential severance benefits that each named executive officer could be entitled to receive from the Company if such named executive officer incurs a qualifying termination of employment, as described above in “—Severance Entitlements”, irrespective of whether the Merger is consummated. The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur. As a result, the actual amounts, if any, to be received by an executive officer may differ in material respects from the amounts set forth below. No final decisions have been made regarding the Company’s named executive officers’ continued employment with the Company after the completion of the Merger.

As described above in “—Treatment of Company Equity Awards”, Company Options, Company RSU Awards and Company Profit Unit Awards, whether vested or unvested, will remain outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable Company equity plan and award agreement (other than Director RSU Awards). As no Company Equity Awards (other than Director RSU Awards) will accelerate or be cancelled in the Merger upon a qualifying termination of employment, the table below excludes, in accordance with SEC rules, the potential value of Company Equity Awards held by our named executive officers.

For purposes of calculating the amounts set forth in the table below, we have assumed that the Merger occurs on January 10, 2023 (which is the assumed date solely for purposes of this golden parachute compensation disclosure) and each applicable named executive officer experiences a qualifying termination of employment on that date.

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Special Committee Compensation

In consideration of the expected time and effort that would be required of the members of the Special Committee in evaluating the Merger, including negotiating the terms and conditions of the Merger Agreement, the Board determined that each member of the Special Committee would receive as compensation a monthly retainer of $20,000. The compensation was approved by the Compensation Committee of the Board and was not, and is not,

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contingent upon the completion of the Merger or any other transaction. No other meeting fees or other compensation (other than reimbursement for reasonable out-of-pocket expenses incurred in connection with their service on the Special Committee) will be paid to the members of the Special Committee in connection with their service on the Special Committee.

Directors’ and Officers’ Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, the Company’s current and former directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. See the section entitled “The Merger Agreement—Indemnification and Insurance” beginning on page [●] for a description of such ongoing arrangements.

Other Interests

The following Company’s directors currently have, or have previously had, employment relationships or other compensation arrangements with BDT and its majority owned companies:

Delisting and Deregistration of Class A Shares

If the Merger is completed, the Class A Shares will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we will no longer file periodic reports with the SEC on account of the Class A Shares.

Upon completion of the Merger, Merger Sub will merge with and into the Company, with the Company surviving the Merger. The Class A Shares are currently listed on the NYSE and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the Class A Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Class A Shares will be delisted from the NYSE and deregistered under the Exchange Act.

Plans for the Company After the Merger

The Company and Parent each anticipate that the Company’s operations will, after the Effective Time, be conducted substantially as they are currently being conducted, except that the Class A Shares will cease to be publicly traded. Additionally, following the Effective Time and the delisting and deregistration of the Company, certain of the BDT Entities expect to recapitalize the Company and HoldCo. Such recapitalization is expected to include the investment of cash into the Company or HoldCo and the conversion of the Class A Shares acquired by Parent in the Merger into long-dated preferred equity securities of the Company. Such recapitalization may also include, among other things, the issuance of additional preferred or common securities of the Company or HoldCo, the investment of additional cash in the Company or HoldCo, the refinancing of certain indebtedness or a combination of the foregoing. The BDT Entities expect to use the proceeds of such recapitalization investment to repay the existing BDT Shareholder Loan Agreement and any funded portion of the BDT Bridge Loan Agreement. The remaining proceeds are expected to be used to fund cash to the balance sheet or to make additional debt repayments. In connection with such recapitalization, the BDT Entities expect to offer other unitholders of HoldCo the opportunity to participate in such recapitalization, subject to certain terms and conditions, as well as to reorganize the Company and HoldCo to simplify the corporate structure and governance consistent with the Company no longer being a public company, including the conversion of the Company into a Delaware limited liability company.

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After the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company in office immediately prior to the Effective Time will become the officers of the Surviving Corporation, in each case until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed, as the case may be.

Except as described above or elsewhere in this Information Statement, the BDT Entities have advised the Company that they do not have any current intentions, plans or proposals to cause the Company to engage in any of the following:

Notwithstanding the foregoing, following the Effective Time, as part of the BDT Entities’ long-term corporate goal of optimizing value, the BDT Entities intend to conduct a review of the Company and its assets, capital allocation, corporate and capital structure, tax position, capitalization, operations, business, properties and policies to determine what changes, if any, may be desirable following the Merger to enhance the business and operations of the Company. In connection with this review, the BDT Entities may consider a range of alternatives including the types of transactions set forth above as well as other strategic transactions and other structural and balance sheet optimization activities if the BDT Entities decide that such transactions or other activities are desirable upon such review. Except as otherwise disclosed in this Information Statement (including in the Company’s filings with the SEC incorporated by reference into this Information Statement), as of the date hereof, no agreements, understandings or decisions have been reached and there is no assurance that the BDT Entities will or will not decide to undertake any such alternatives. The BDT Entities expressly reserve the right to make any changes to the Company operations after consummation of the Merger that they deem appropriate in light of such review or in light of future developments.

Transaction Litigation

As of the filing of this Information Statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

It is also expected that Merger Sub and/or Parent will incur approximately $[●] of legal, other advisory and financing fees in connection with the Merger.

The estimate for legal fees set forth in this Information Statement does not include any amounts attributable to any existing or future litigation challenging the Merger. All costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the Merger Agreement and the Transactions, including the Merger, will be paid by the party incurring such expense.

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Material United States Federal Income Tax Consequences of the Merger

The following is a summary of the material United States federal income tax consequences of the Merger generally applicable to holders of Class A Shares who exchange their Class A Shares for cash pursuant to the Merger. The summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose Class A Shares are held as capital assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of Class A Shares that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, tax-exempt organizations, broker-dealers, financial institutions, cooperatives, traders in securities that elect to mark to market, United States Holders (as defined below) whose functional currency is not the United States dollar, holders who hold Class A Shares through pass-through entities for United States federal income tax purposes or as part of a straddle or conversion transaction, holders deemed to sell Class A Shares under the constructive sale provisions of the Code, holders who exercise appraisal rights, or holders who acquired Class A Shares pursuant to the exercise of employee stock options or otherwise as compensation. This summary does not address any Medicare tax or alternative minimum tax considerations or any aspect of state, local or non-United States taxation, and does not address any United States federal taxation other than income taxation.

For purposes of this Information Statement, a “United States Holder” means a beneficial owner of Class A Shares that is:

The term “Non-United States Holder” refers to any beneficial owner of Class A Shares, other than a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes, that is not a United States Holder.

If a partnership or any other entity or arrangement treated as a partnership for United States federal income tax purposes is a holder of Class A Shares, the United States federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships owning Class A Shares and partners in such partnerships should consult their own tax advisors as to the particular United States federal income tax consequences of the Merger to them.

The United States federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Class A Shares should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of U.S. federal, state, local and non-U.S. tax laws.

United States Holders. The receipt of the Merger Consideration by a United States Holder in exchange for Class A Shares pursuant to the Merger will be a taxable transaction for United States federal income tax

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purposes. In general, for United States federal income tax purposes, a United States Holder who receives the Merger Consideration will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered shares of Class A Shares. A United States Holder’s adjusted tax basis generally will equal the price the United States Holder paid for such shares. Gain or loss will be calculated separately for each block of Class A Shares exchanged in the Merger (generally shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the Class A Shares have been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate United States Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

Non-United States Holders. Subject to the discussion below regarding backup withholding, a Non-United States Holder that receives cash for Class A Shares pursuant to the Merger generally will not be subject to United States federal income tax on any gain realized on the disposition, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-United States Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States) or (iii) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the Class A Shares at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held Class A Shares, and the Company is or has been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held Class A Shares. The Company believes it has not been a “United States real property holding corporation” for United States federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-United States Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain realized, which generally may be offset by certain United States source capital losses.

If you are a Non-United States Holder and your gain is effectively connected with a United States trade or business (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States), you will be subject to United States federal income tax on any gain realized on a net basis in the same manner as United States Holders. Non-United States Holders that are corporations may also be subject to branch profits tax on their effectively connected income at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty), subject to adjustments.

Information Reporting and Backup Withholding. Cash consideration received by a United States Holder or a Non-United States Holder in the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a United States Holder that does not otherwise establish an exemption should complete and return to the applicable paying agent an Internal Revenue Service (“IRS”) Form W-9, certifying that such United States Holder is a United States person, that the taxpayer identification number provided is correct and that such United States Holder is not subject to backup withholding. A Non-United States Holder generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s United States federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Holders should consult their tax advisors regarding the application of United States federal income tax laws and non-United States tax laws, including information reporting and backup withholding, to their particular situations.

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Regulatory Approvals

Under the Merger Agreement and subject to the terms thereof, each of the parties to the Merger Agreement has agreed to cooperate with the other parties and use (and to cause its respective subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for in the Merger Agreement) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to closing set forth in the Merger Agreement applicable to such party to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, (ii) satisfy the requirements of the HSR Act and obtain all consents from any governmental authority or third party necessary, proper or advisable to consummate the Transactions, (iii) take all steps that are necessary, proper or advisable to avoid any actions by any governmental authorities with respect to the Merger Agreement or the Transactions and (iv) defend or contest in good faith any action by any third party (excluding any governmental authority), whether judicial or administrative, challenging the Merger Agreement or that otherwise would reasonably be expected to prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions.

Under the Merger Agreement and subject to the terms thereof, each of the parties to the Merger Agreement has also agreed to (i) give the other parties prompt notice of the making or commencement of any request or proceeding by or before any governmental authority with respect to the Transactions; (ii) keep the other parties hereto informed as to the status of any such request or proceeding; (iii) give the other parties hereto notice and an opportunity to participate in any substantive communication made to any governmental authority regarding the Transactions; and (iv) promptly notify the other parties of any communication from any governmental authority regarding the Transactions. Subject to applicable laws relating to the exchange of information and the terms of the Merger Agreement, Parent and the Company have the right to review in advance, and each will consult with the other on and consider in good faith the views of the other in connection with, any filing made with, or substantive written materials submitted or substantive communication made to, any governmental authority in connection with the Transactions.

Under the Merger Agreement, the respective obligations of the Company, Parent and Merger Sub to effect the Merger is subject to the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the Transactions, including the Merger, under the HSR Act.

However, following the execution of the Merger Agreement, the Company, Parent and Merger Sub determined that no filing is required by the HSR Act in connection with the Transactions. Accordingly, the Company, Parent and Merger Sub entered into the HSR Waiver Letter, whereby each party confirmed the waiver of:

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Alternatives to the Merger

In response to the proposed offer from BDT, the Special Committee reviewed, with the assistance of Centerview, the desirability for the Special Committee to initiate a process to solicit alternative change of control proposals from third parties. In this regard, the Special Committee took into account the fact that BDT stated in its October 24, 2022 offer letter and repeated thereafter that BDT was not interested in selling its stake in the Company to a third party and would not vote in favor of any alternative sale, merger or similar transaction involving the Company.

Prior to the delivery of the Written Consent, the Company and its representatives were allowed, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited takeover proposal that would reasonably be expected to lead to a superior proposal. However, the Company’s rights to engage in negotiations or discussions with third parties ceased by virtue of the delivery of the Written Consent following the execution of the Merger Agreement.

For more information on the alternatives to the Merger, see the sections of this Information Statement entitled “—Background of the Merger” beginning on page [●], “—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board” beginning on page [●] and “—Position of the Company on the Fairness of the Merger” beginning on page [●].

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THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this Information Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this Information Statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this Information Statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section entitled “Where You Can Find More Information” beginning on page [●].

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and the description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party for the purposes of allocating contractual risk between the parties. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is contained in, or incorporated by reference into, this Information Statement, the Schedule 13E-3, the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other documents that will be filed with the SEC in connection with the Merger Agreement and Transactions. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Parent or any of their respective subsidiaries, affiliates or businesses. The description of the Merger Agreement and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Annex A and incorporated herein by reference.

Form of Merger

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, and the separate corporate existence of Merger Sub will cease, and the Company will continue as the Surviving Corporation.

Consummation and Effectiveness of the Merger

The Merger will become effective at the Effective Time, which will be when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or to the extent permitted by applicable law, at such time as is agreed to by Parent and the Company prior to the filing of the certificate of merger and specified in the certificate of merger. The closing of the Merger will take place at 8:00 a.m., New York City time, on the second business day following the satisfaction or waiver (to the extent waiver is permitted in the Merger Agreement and by applicable law) of the conditions to the consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent waiver is permitted in the Merger Agreement and by applicable law) of those conditions) unless another date or time is agreed to in writing by Parent and the Company.

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Consideration to be Received in the Merger

At the Effective Time, by virtue of the occurrence of the Merger, the following will occur:

Pursuant to the Merger Agreement, at the Effective Time, each Company Equity Award, whether vested or unvested, will remain outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable Company equity plan and award agreement, except that any Director RSU Award will instead accelerate in full and be canceled, with the holder thereof being entitled to receive, in respect of such cancelation, without interest, an amount in cash equal to (i) the number of Class A Shares subject to such Director RSU Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.

As promptly as reasonably practicable after the Effective Time (but in any event no later than three business days after the Effective Time), the Surviving Corporation will pay or cause to be paid to the holders of the Director RSU Awards amounts payable, except that, with respect to any Director RSU Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Effective Time without triggering a tax or penalty under Section 409A of the Code, such payment will be made at the earliest time permitted under the applicable Company equity plan and award agreement that will not trigger a tax or penalty under Section 409A of the Code.

The Merger Agreement also provides for the Board’s obligations with respect to the Company ESPP. On December 9, 2022, prior to the execution of the Merger Agreement, the Compensation Committee of the Board took all necessary actions to terminate the Company ESPP, and as a result, the provisions regarding the Company ESPP are no longer applicable, all accumulated contributions to the Company ESPP were refunded to participants and the participants no longer have any right to receive Class A Shares pursuant to the Company ESPP.

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Dissenting Shares

At the Effective Time, each Dissenting Share will automatically be canceled (but will not entitle its holder to receive the applicable consideration in respect of such canceled Dissenting Share) and, without any further action on the part of the Company, Merger Sub or the holder of such Dissenting Share, automatically be converted into the right to receive the appraised fair value of such Dissenting Share in accordance with the provisions of Section 262 of the DGCL unless and until such holder fails to comply with the procedures described in Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of the DGCL. In the event that a holder of Dissenting Shares fails to comply with the procedures described in Section 262 of the DGCL or effectively withdraws or loses such holder’s rights to receive payment under Section 262 of the DGCL, then such Dissenting Shares will no longer be Dissenting Shares for purposes of the Merger Agreement and instead will be treated as the applicable class of Common Shares, and such holder will have no rights with respect to such Dissenting Shares, and instead will have the rights with respect to such Common Shares contemplated by the Merger Agreement.

The Company will give Parent prompt written notice of any written demands for appraisal of Dissenting Shares and any other written instruments, notices, petitions or other communications received by the Company or its representatives with respect to the Dissenting Shares. The Company will also give Parent the opportunity to participate with the Company in any settlement negotiations and proceedings with respect to any demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company will not, without the prior written consent of Parent, voluntarily make any payment with respect to, offer to settle or settle any such demands, or agree to do any of the foregoing.

Procedures for Receiving Merger Consideration

Not less than 10 business days prior to the anticipated closing date, Parent will designate a bank or trust company reasonably acceptable to the Company to act as the paying agent for the payment and delivery of the aggregate Merger Consideration in accordance with the Merger Agreement, and Parent and the Company will enter into an agreement with the paying agent prior to the closing date in a form reasonably acceptable to Parent and the Company. At or prior to the Effective Time, Parent or Merger Sub will deposit or cause to be deposited with the paying agent an amount in cash sufficient to pay the aggregate Merger Consideration (the “Exchange Fund”).

Pending its disbursement in accordance with the Merger Agreement, the Exchange Fund will be invested by the paying agent as directed by Parent in:

Any and all interest earned on the funds in the Exchange Fund will be paid by the paying agent to Parent. No investment losses resulting from investment of the funds deposited with the paying agent will diminish the rights of any former holder of Converted Shares to receive the Merger Consideration in accordance with the Merger Agreement. To the extent that there are investment losses or the Exchange Fund otherwise diminishes below the level necessary for the payment and delivery of the aggregate Merger Consideration, Parent will promptly deposit or cause to be deposited additional amounts in cash in immediately available funds with the paying agent for the Exchange Fund as necessary to ensure that the Exchange Fund is at all relevant times at the level necessary for the payment and delivery of the aggregate Merger Consideration. Except as directed by Parent, the Exchange Fund will not be used for any purpose other than the payment to former holders of Converted Shares of the Merger Consideration or payment to the Surviving Corporation as contemplated by the Merger Agreement.

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As soon as practicable after the Effective Time (but in no event later than three business days thereafter), the Surviving Corporation or Parent will cause the paying agent to mail to each holder of record of a Certificate a form of letter of transmittal (which (i) will specify that delivery of a Certificate will be effected, and risk of loss and title to such Certificate will pass, only upon delivery of such Certificate to the paying agent and (ii) will be in such form and have such other customary provisions as the Surviving Corporation may specify, subject to Parent’s consent (which will not be unreasonably withheld, conditioned or delayed)), together with instructions thereto, setting forth, inter alia, the procedures by which holders of Certificates may receive the applicable Merger Consideration and any dividends or other distributions to which they are entitled pursuant to the Merger Agreement.

Upon the completion of such applicable procedures by a holder and surrender of such holder’s Certificate, and without any action by any holder of record of Book-Entry Shares, the paying agent will deliver to such holder (other than to any holder in respect of Dissenting Shares) (i) in the case of Book-Entry Shares, a notice of the effectiveness of the Merger and (ii) cash in an amount (after giving effect to any required tax withholdings) equal to the number of Converted Shares represented by such Certificate or Book-Entry Shares immediately prior to the Effective Time multiplied by the Merger Consideration to which such holder is entitled, and such Certificates or Book-Entry Shares will be canceled.

If payment of the applicable Merger Consideration is to be made to a person other than the person in whose name a Certificate surrendered is registered, it will be a condition of payment that the Certificate surrendered must be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment must have established to the reasonable satisfaction of the Surviving Corporation and Parent that any transfer and other taxes required by reason of the payment of the applicable Merger Consideration to a person other than the registered holder either has been paid or is not applicable. Until satisfaction of the applicable procedures contemplated by the Merger Agreement and subject to the Common Shares of Dissenting Holders, each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration and any dividends or other distributions pertaining to Converted Shares formerly represented by such Certificate or Book-Entry Share. No interest will be paid or will accrue on the Merger Consideration payable with respect to Converted Shares.

If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation or Parent, the posting by such person of a bond, in such customary amount as the paying agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate. The Surviving Corporation will cause the paying agent to pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration.

At any time following the date that is 180 days after the closing date, the Surviving Corporation will be entitled to require the paying agent to deliver to it any portion of the Exchange Fund (including any interest received with respect thereto) that had been delivered to the paying agent and which has not been dispersed to former holders of Converted Shares, and thereafter such former holders will be entitled to look only to the Surviving Corporation for, and the Surviving Corporation will remain liable for, payment of their claims of the applicable Merger Consideration and any dividends or other distributions pertaining to their former Converted Shares that such former holders have the right to receive. To the extent permitted by applicable law, any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become the property of any governmental authority will become the property of the Surviving Corporation or its designee, free and clear of all claims or interest of any person previously entitled thereto.

The Merger Consideration paid in respect of Converted Shares upon surrender of Certificates or Book-Entry Shares in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to such Converted Shares previously represented by such Certificates or Book-Entry Shares, subject to Dissenting Shares and the Surviving Corporation’s obligation to pay any dividends

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or make any other distributions with a record date prior to the Effective Time that may have been declared by the Company on Converted Shares not in violation of the terms of the Merger Agreement or prior to the date of the Merger Agreement which remain unpaid at the Effective Time. At the Effective Time, the share transfer books of the Company will be closed and thereafter there will be no further transfers on the share transfer books of the Surviving Corporation of Converted Shares that were issued and outstanding immediately prior to the Effective Time. From and after the Effective Time, the former holders of Converted Shares formerly represented by Certificates or Book-Entry Shares immediately prior to the Effective Time will cease to have any rights with respect to such underlying Converted Shares, except as otherwise provided for therein or by applicable law. Subject to the termination of the Exchange Fund, if after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they will be canceled and exchanged for the cash amount in immediately available funds to which the holder is entitled to receive as a result of the Merger.

Tax Withholding

Merger Sub, the Surviving Corporation and the paying agent (without duplication) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of other applicable tax law. To the extent amounts are so withheld, such withheld amounts will be (i) timely remitted to the appropriate governmental authority and (ii) treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made. The parties to the Merger Agreement agreed to use their respective reasonable best efforts to cooperate to eliminate or reduce to the greatest extent possible any such deduction or withholding.

Charter; Bylaws

At the Effective Time, (i) the Company Charter, as in effect immediately prior to the Effective Time, will be amended and restated to be in the form attached as Annex A to the Merger Agreement attached to this Information Statement, and (ii) the Company Bylaws, as in effect immediately prior to the Effective Time, will be amended and restated to be in the form of the bylaws of the Merger Sub as in effect immediately prior to the Effective Time, and will be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until thereafter amended, as provided therein or by applicable law, consistent with the obligations set forth in the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of Parent, Merger Sub and the Company, including representations and warranties relating to, among other things:

In addition, the Merger Agreement contains the following representations and warranties of the Company relating to, among other things:

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The Merger Agreement also contains the following representations and warranties of Parent and Merger Sub relating to, among other things:

Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Material Adverse Effect.” The Merger Agreement provides that a Material Adverse Effect means, with respect to the Company and its subsidiaries, any fact, circumstance, effect, change, event or development that, individually or in the aggregate, with all other facts, circumstances, effects, changes, events or developments, (i) would prevent or materially delay, interfere with, hinder or impair the consummation by the Company of any of the Transactions or (ii) has had or would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, excluding, for purposes of clause (ii), any fact, circumstance, effect, change, event or development to the extent it results from or arises out of:

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except that, in the case of the first six bullets above, any fact, circumstance, effect, change, event or development may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably

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be expected to occur to the extent such fact, circumstance, effect, change, event or development has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other companies operating in the industries in which the Company and the subsidiaries operate (in which case, only the incremental disproportionate impact may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect).

Conduct of Business by the Company Prior to Consummation of the Merger

Except (i) as required by applicable law or injunction, order, judgment, ruling, decree or writ of any governmental authority, (ii) as expressly required by the Merger Agreement, (iii) to the extent undertaken in connection with any COVID-19 measures or (iv) as described in the confidential company disclosure letter, in each case, during the period from the date of the Merger Agreement until the Effective Time (or such earlier date on which the Merger Agreement is validly terminated pursuant to the Merger Agreement), unless Parent otherwise expressly consents in writing (such consent not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its subsidiaries to, use its and their reasonable best efforts to (A) carry on its business in all material respects in the ordinary course of business and (B) preserve intact in all material respects its and each of its subsidiaries’ business organizations and existing relations with key customers, suppliers and other persons with whom the Company or its subsidiaries have significant business relationships and the goodwill and reputation of the Company’s and its subsidiaries’ respective businesses. No action by the Company or its subsidiaries with respect to the matters specifically addressed in the next paragraph will be deemed a breach of this paragraph unless such action would constitute a breach of the next paragraph.

In addition, without limiting the generality of the foregoing, except (i) as required by applicable law or injunction, order, judgment, ruling, decree or writ of any governmental authority, (ii) as expressly required by the Merger Agreement, (iii) to the extent undertaken in connection with any COVID-19 measures or (iv) as described in in the confidential company disclosure letter, in each case, during the period from the date of the Merger Agreement until the Effective Time (or such earlier date on which the Merger Agreement is validly terminated pursuant to the Merger Agreement), unless Parent otherwise expressly consents in writing (such consent not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause its subsidiaries not to:

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Additionally, except as expressly required by the Merger Agreement, during the period December 11, 2022 until the Effective Time (or such earlier date on which the Merger Agreement is validly terminated), neither Parent or any of its affiliates shall acquire or agree to acquire by merging or consolidating with, or by purchasing a material portion of the assets of or equity in, any person, if doing so would reasonably be expected to (i) prevent, materially delay or materially impair the obtaining of, or adversely affect in any material respect the ability of Parent or any of its affiliates to procure, any consents of any governmental authority necessary for the consummation of the Transactions or (ii) materially increase the risk of any governmental authority enacting, promulgating, issuing, entering, amending or enforcing any injunction, order, judgment, ruling, decree, writ of any government authority or law enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation of the Merger.

Regulatory Filings; Efforts

On the terms and subject to the conditions of the Merger Agreement, each of the parties thereto will cooperate with the other parties thereto and use (and cause their respective subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly:

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except that, notwithstanding anything in the Merger Agreement to the contrary, nothing will require Parent or Merger Sub to take or agree to take any action with respect to any of its affiliates (including any person in which any of its affiliates has any debt or equity investment and any affiliated or commonly advised investment fund) or any direct or indirect portfolio companies (as such term is understood in the private equity industry) thereof.

Parent and the Company will both:

Subject to applicable laws relating to the exchange of information, Parent and Company will have the right to review in advance, and each will consult with the other on and consider in good faith the views of the other in connection with, any filing made with, or substantive written materials submitted or substantive communication made to, any governmental authority in connection with the Transactions (other than the Information Statement and the Schedule 13E-3). In addition, except as may be prohibited by any governmental authority or by any applicable law, each party to the Merger Agreement will permit authorized representatives of the other parties thereto to be present at each non-ministerial meeting, conference, videoconference, or telephone call and to have access to and be consulted in connection with any presentation, letter, or proposal made or submitted to any governmental authority in connection with any such request or proceeding. In exercising the foregoing rights, each of the Company and Parent will act reasonably and as promptly as practicable. The Company, Parent and Merger Sub may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other as “outside counsel only.” Such materials and the information contained therein will be given only to outside legal counsel of the recipient, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company, Parent or Merger Sub, as the case may be) and may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual obligations and (iii) as necessary to address reasonable privilege concerns.

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However, following the execution of the Merger Agreement, the Company, Parent and Merger Sub determined that no filing is required by the HSR Act in connection with the Transactions. Accordingly, the Company, Parent and Merger Sub entered into the HSR Waiver Letter, whereby each party confirmed the waiver of:

Subject to and upon the terms and conditions of the Merger Agreement, the Company, Parent and Merger Sub will each use its reasonable best efforts to (i) take all action necessary to ensure that no takeover law is or becomes applicable to the Merger Agreement or any of the Transactions and refrain from taking any actions that would cause the applicability of such laws and (ii) if the restrictions of any takeover law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions, including the Merger, may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise lawfully minimize the effect of such takeover law on the Transactions.

Written Consent; Merger Sub Shareholder Consent

In accordance with the terms of the Merger Agreement, Parent was required to use its reasonable best efforts to obtain from the Specified Holders and deliver to the Company a duly executed written consent of the Company’s stockholders. The Written Consent was delivered following the execution of the Merger Agreement.

As promptly as practicable (and in any event within 24 hours) following the execution of the Merger Agreement, Parent was required to execute and deliver, in accordance with the DGCL and in its capacity as the sole stockholder of Merger Sub, a written consent adopting and approving the Merger Agreement and the Transactions, including the Merger (the “Merger Sub Shareholder Approval”). The Merger Sub Shareholder Approval was delivered to the Company following the execution of the Merger Agreement.

No Solicitation; Superior Proposal and Adverse Recommendation Change

The Company has agreed that it will and will cause each of its subsidiaries and its and their officers, employees and directors to, and will instruct and direct its other representatives to:

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The Company was required to promptly request that each person (other than Parent, Merger Sub and their representatives) that had, on or prior to the date of the Merger Agreement, executed a confidentiality agreement in connection with its consideration of a takeover proposal (or, if requested by Parent, financing proposal) promptly return or destroy all confidential information furnished by or on behalf of the Company or any of its subsidiaries or representatives and was required to promptly terminate access to all data rooms furnished in connection therewith.

By virtue of the delivery of the Written Consent following the execution of the Merger Agreement, the provisions of the Merger Agreement with respect to the Board or the Special Committee’s ability to (i) withhold, withdraw or modify in a manner adverse to Parent its recommendation, (ii) recommend, approve or adopt any alternative acquisition proposal or (iii) terminate the Merger Agreement in connection with a material event, change or circumstance with respect to the Company are no longer applicable.

Indemnification and Insurance

During the period commencing at the Effective Time and ending on the sixth anniversary of the date on which the Effective Time occurs, Parent will cause the Surviving Corporation to indemnify, defend and hold harmless, to the fullest extent permitted under applicable law, all past and present officers and directors (or equivalent) of the Company and each subsidiary thereof (the “Indemnified Parties”), in each case when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another Person, including a Company Plan, at the request or for the benefit of the Company, against any costs or expenses (including attorneys’ fees and expenses), amounts paid in settlement, judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged action, in connection with, arising out of or otherwise related to matters existing or occurring or alleged to have occurred prior to or at the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent will also cause the Surviving Corporation to advance expenses as incurred in respect of the foregoing to the fullest extent permitted under applicable law. In the event of any such actual or alleged action, Parent and the Surviving Corporation will cooperate with the Indemnified Party in the defense of any such actual or alleged action. During the period commencing at the Effective Time and ending on the sixth anniversary of the date on which the Effective Time occurs, Parent will cause the Surviving Corporation to maintain in effect exculpation, indemnification and advancement of expenses equivalent to the provisions of the Company Charter and Company Bylaws as in effect as of the date thereof, and all rights to indemnification in respect of any claim made for indemnification within such period will continue until the disposition of the action underlying such claim or resolution of such claim. During the period commencing at the Effective Time and ending on the sixth

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anniversary of the date on which the Effective Time occurs, Parent will cause the Surviving Corporation to honor all indemnification contracts between any Indemnified Party in effect prior to the date of the Merger Agreement and to not amend, repeal or otherwise modify any such contracts in any manner that would adversely affect the rights thereunder of the applicable Indemnified Parties.

Following the Effective Time, the Surviving Corporation will purchase a prepaid “tail” policy with respect to the Company’s current directors’ and officers’ liability insurance tower, with an extended reporting period ending on the sixth anniversary of the date on which the Effective Time occurs, from the Company’s current directors’ and officers’ liability insurance carriers or insurance carriers with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance carriers. In satisfying such obligations, the maximum amount that the Surviving Corporation will be required to pay to obtain any such “tail” policy will not exceed 350% of the amount paid by the Company for coverage in the last twelve-month period ending on September 30, 2022 (the “Maximum Annual Premium”). If such amount would exceed the Maximum Annual Premium, then the Surviving Corporation will be obligated to obtain a “tail” policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from insurance carriers with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance carriers. The Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor its obligations thereunder for so long as such “tail” policy is in full force and effect.

The obligations described above will survive the consummation of the Merger indefinitely. In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person, or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall expressly assume and be bound by the obligations set forth above. Further, the obligations of Parent and the Surviving Corporation outlined above shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this obligation applies without the written consent of such affected Indemnified Party, unless such termination or modification is required by applicable law.

Financing of the Merger

Parent has delivered to the Company a true and complete copy of the fully executed Equity Commitment Letter to Parent and Merger Sub providing for an equity investment in Parent, subject to the terms and conditions therein, in the aggregate amount set forth therein (the “Equity Financing”). As of the date of the Merger Agreement, the Equity Commitment Letter in the form delivered to the Company was not amended or modified, no such amendment or modification was contemplated and none of the obligations and commitments contained in such Equity Commitment Letter had been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission was contemplated. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letter and the satisfaction of the conditions to the consummation of the Merger, the net proceeds contemplated by the Equity Commitment Letter will in the aggregate be sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions, including any fees and expenses payable by Parent or Merger Sub pursuant to the Merger Agreement.

As of the date of the Merger Agreement, the Equity Commitment Letter was in full force and effect and is the legal, valid, binding and enforceable obligation of Parent and each of the other parties thereto, except as enforcement may be limited by and subject to certain exceptions. As of the date of the Merger Agreement, no event had occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of any party to the Equity Commitment Letter or otherwise result in any portion of the Equity Financing contemplated thereby being unavailable or delayed. As of the date of the Merger Agreement, and assuming the satisfaction of the conditions to the consummation of the Merger, Parent did not have any reason to believe that any party to the Equity Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter required to be satisfied by it, that the

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conditions to the Equity Financing in the Equity Commitment Letter will not otherwise be satisfied or that the full amount of the Equity Financing will not be available on the closing date. The only conditions precedent or other contingencies related to the obligations of the BDT Fund 3 Parties to fund the full amount of the Equity Financing are those expressly set forth in the Equity Commitment Letter as of the date thereof. As of the date of the Merger Agreement, there were no side letters or other contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments to enter into side letters or other contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent or any of its affiliates is a party related to the Equity Financing other than as expressly contained in the Equity Commitment Letter and delivered to the Company prior to the date of the Merger Agreement. For the avoidance of doubt, in no event will the receipt or availability of any funds or financing by or to Parent or any affiliate of Parent be a condition to any of Parent’s or Merger Sub’s obligations under the Merger Agreement. Each of the BDT Fund 3 Parties have uncalled capital commitments or otherwise have available funds in excess of the sum of the subscription commitment in the Equity Commitment Letter of such BDT Fund 3 Party plus the aggregate amount of all other binding commitments and obligations such BDT Fund 3 Party currently has outstanding. The Company will have the right to seek specific performance to cause each BDT Fund 3 Party to fund its such subscription commitment.

The Equity Commitment Letter also includes a limited guarantee by the BDT Fund 3 Parties, subject to a cap of $11 million, of Parent and Merger Sub’s payment obligations in respect of any monetary damages required to be paid to the Company in accordance with the Merger Agreement.

The Company and the Surviving Corporation will use their reasonable best efforts to, and will cause their subsidiaries and their respective representatives to use their reasonable best efforts to, provide such cooperation in connection with the arrangement of any debt financing for the Surviving Corporation or any of its subsidiaries as may be reasonably requested by Parent, including participating in a reasonable number of meetings, presentations and sessions with prospective financing sources and investors, including direct contact between appropriate members of senior management of the Company, on the one hand, and the prospective debt financing sources and investors to the Surviving Corporation, their affiliates and each of their respective representatives, on the other hand. Notwithstanding anything in the Merger Agreement to the contrary, (i) the Company will be deemed to have complied with this covenant for all purposes of the Merger Agreement unless the failure to obtain such debt financing results from the Company’s willful breach of its obligations and any action taken by the Company or any of its subsidiaries or their respective representatives at the request of Parent pursuant to this will be deemed to be permitted by the Merger Agreement.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including:

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Conditions to Consummation of the Merger

The respective obligations of the Company, Parent and Merger Sub to effect the Merger are subject to the satisfaction (or written waiver by the Company and Parent, if permissible under applicable law) at or prior to the closing, of the following conditions:

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The Written Consent was delivered to the Company following the execution of the Merger Agreement, and as a result, the first closing condition listed above has been satisfied. Additionally, as described in the section entitled “The Special Factors—Regulatory Approvals” beginning on page [●], following the execution of the Merger Agreement, the Company, Parent and Merger Sub entered into the HSR Waiver Letter, dated January 10, 2023, whereby each party confirmed the waiver of certain closing conditions, including the fourth closing condition listed above.

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or written waiver by Parent, if permissible under applicable law, at or prior to the closing of the following conditions:

The obligation of the Company to effect the Merger is also subject to satisfaction or waiver by the Company at or prior to the closing of the following conditions:

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Termination of the Merger Agreement

The Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time by the mutual written consent of Parent and the Company.

In addition, the Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time by either Parent or the Company if:

The Merger Agreement also provides that Parent may terminate the Merger Agreement if the Company breaches any of its representations, warranties or failed to perform any of its obligations or agreements set forth in the Merger Agreement, which breach or failure to perform would give rise to the failure of a condition precedent to closing and is not reasonably capable of being cured prior to the Outside Date or, if reasonably capable of being cured prior to the Outside Date, has not been cured within the earlier of (i) 30 days following receipt by the Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate the Merger Agreement and the basis for such termination and (ii) one business day prior to the Outside Date, except that Parent will not have the right to terminate the Merger Agreement if Parent or Merger Sub is then in breach of any of its representations, warranties, obligations or agreements under the Merger Agreement, which breach would give rise to a failure of a condition to consummation of the Merger.

The Merger Agreement also provides that the Company may terminate the Merger Agreement if:

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The Merger Agreement also provides a termination right for (i) Parent if, prior to the delivery of the Written Consent, an adverse recommendation change occurred, and (ii) the Company (A) if the duly executed Written Consent is not received by the Company or the Merger Sub Shareholder Approval is not received by the Company, in each case, within 24 hours of signing the Merger Agreement or (B) prior to the delivery of the Written Consent, in connection with entering into an agreement relating to any alternative acquisition proposal, if prior to or concurrently with such termination, the Company pays or causes to be paid a termination fee. These termination rights are no longer exercisable because the Written Consent and Merger Sub Shareholder Approval were delivered to the Company following the execution of the Merger Agreement. Additionally, as described in the section entitled “The Special Factors—Regulatory Approvals” beginning on page [●], following the execution of the Merger Agreement, the Company, Parent and Merger Sub entered into the HSR Waiver Letter, whereby each party confirmed the waiver of certain termination rights.

Termination Fees and Expenses

Fees Payable by Company. The Company was required to pay Parent a termination fee under certain circumstances prior to delivery of the Written Consent. The Written Consent was delivered to the Company following the execution of the Merger Agreement, and as a result, the provisions regarding the termination fee are no longer applicable.

Expenses. Whether or not the Transactions are consummated, all fees and expenses incurred in connection with the Merger Agreement and the Transactions, including the Merger, will be paid by the party incurring or required to incur such fees or expenses, except as otherwise set forth in the Merger Agreement.

Amendment and Waiver

Subject to compliance with applicable law, at any time prior to the Effective Time, the Merger Agreement may be amended, modified or supplemented in any or all respects only by written agreement of the parties thereto. However, following delivery of the Written Consent, which was delivered to the Company following the

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execution of the Merger Agreement, there may be no amendment, modification or supplement of the Merger Agreement which by applicable law would require further approval by the Company’s stockholders without such approval having first been obtained. The Company will not amend, modify or supplement this Agreement in any material respect without the recommendation of the Special Committee.

Jurisdiction; Specific Performance

By entering into the Merger Agreement, each party thereto (i) expressly submitted to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction over any such claim, cause of action or other action, the federal courts of the United States located in the State of Delaware (the “Designated Courts”), in the event any claim, cause of action or other action involving the parties thereto (whether in contract, tort or otherwise) based upon, relating to or arising out of the Merger Agreement or the Transactions (ii) expressly waived any claim of lack of personal jurisdiction or improper venue and any claims that the Designated Courts are an inconvenient forum with respect to such claim, cause of action or other action and (iii) agreed that it will not bring any claim, cause of action or other action against any other parties thereto based upon, relating to or arising out of the Merger Agreement or the Transactions in any court other than the Designated Courts. Each party thereto thereby irrevocably consented to the service of process with respect to the Designated Courts in any such claim, cause of action or other action by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in the Merger Agreement.

The parties to the Merger Agreement agreed that irreparable damage, for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of the Merger Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the parties thereto fail to take any action required of them thereunder to consummate the Merger Agreement and the Transactions, on the terms and subject to the conditions of the Merger Agreement. The parties acknowledged and agreed that the parties are entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (including, for the avoidance of doubt, the right of the parties to cause the Merger to be consummated on the terms and subject to the conditions of the Merger Agreement) in the Designated Courts without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under the Merger Agreement and the right of specific enforcement is an integral part of the Transactions and, without that right, neither the Company nor Parent or Merger Sub would have entered into the Merger Agreement.

Each party to the Merger Agreement agreed that, prior to the valid termination of the Merger Agreement, it will not assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and not assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties thereto acknowledged and agreed that any party seeking an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with any such order or injunction.

Governing Law

The Merger Agreement and any claim, cause of action or other action (whether in contract, tort or otherwise) that may directly or indirectly be based upon, relate to or arise out of the Merger Agreement or the Transactions, or the negotiation, execution or performance of the Merger Agreement, will be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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MARKET INFORMATION, DIVIDENDS AND CERTAIN TRANSACTIONS IN THE CLASS A SHARES

On August 4, 2021, the Company consummated its IPO, and on August 9, 2021, the Company closed its IPO of 17,857,143 Class A Shares at a price of $14.00 per share, generating aggregate net proceeds of approximately $250 million. The Class A Shares began trading on the NYSE under the symbol “WEBR” on August 5, 2021. Prior to that, there was no public market for Class A Shares. As of December 11, 2022, 53,738,392 Class A Shares were issued and outstanding. The Company’s book value per Class A Share as of September 30, 2022 was $(7.76), calculated by dividing total equity (deficit) of $(411,936) by the total number of Class A Shares outstanding on September 30, 2022, of 53,102,598 Class A Shares.

On July 25, 2022, the Company announced that the Board suspended the quarterly cash dividend. The Company paid a dividend of $0.04 per share to holders of Class A Shares on December 17, 2021, March 18, 2022 and June 17, 2022. The terms of the Merger Agreement do not allow us to declare or pay a dividend between December 11, 2022 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the Merger there will be no further market for the Class A Shares and the Class A Shares will be delisted from the NYSE and de-registered under the Exchange Act.

The following table sets forth, for the periods indicated, the high and low sales price of Class A Shares on the NYSE:

Other than the Merger Agreement, as discussed in the section of this Information Statement entitled “The Merger Agreement” beginning on page [●], the Company, the BDT Entities and their respective affiliates have not executed any transactions with respect to the Class A Shares during the past 60 days.

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The following table sets forth the amount of the Class A Shares purchased by the Company and the BDT Entities during the past two years: