Exhibit (c)9
Citigroup Global Markets Inc. Corporate and Investment Banking March 2019 Project Prairie Process Update Strictly Private and Confidential
Illustrative Process Road Map for Thunder Take-Private Initial Interest Communication 1 by Bison to Thunder Key Issues to Navigate Bison Due Diligence / Economics to Sponsor vs. Thunder 2 Public Shareholders Formalization of Proposal “Market Clearing” Thunder Take Presentation of Proposal to 3 Private Valuation Thunder Sponsor Group Financing Structure / Sources Sponsor Group Evaluation (IncludingCo-Invest) 4 / Negotiation of Proposal Sponsor13-D Considerations Announcement / Closing of Purchase of Sponsor Group 5 Interests in Thunder Submission of Take Private 6 Proposal to Conflicts Committee(1) Conflicts Committee Process 7 8 Bison 2nd Step Capital Raise Process Announcement 9 10 Closing (1) Timing of submission of take private offer to Conflicts Committee likely to be made public and so expected to follow securing of financing necessary to consummate the deal at the offer/likely deal price. 1
Step 7: Conflicts Committee Process Illustrative Timeline / Key Dates Conflicts Committee formal charge to include an evaluation and negotiation of Bison proposal on behalf of Thunder public shareholders April 2019 Formal Conflicts Committee charge likely to be focused on proposal terms S M T W T F S Conflicts Committee Role Conflicts Committee will have authority to negotiate transaction on behalf of public shareholders 1 2 3 4 5 6 Ultimately, will determine whether transaction is fair to Thunder public 7 8 9 10 11 12 13 shareholders / willingness to grant “special approval” under partnership 14 15 16 17 18 19 20 agreement 21 22 23 24 25 26 27 Key Process Considerations 28 29 30 - Establish a robust Conflicts Committee process with strong advisors—Establish record of necessary time to due diligence, analyze and May 2019 deliberate S M T W T F S -13E-3 process considerations 1 2 3 4 - Running alternatives process likely not in scope of Conflicts 5 6 7 8 9 10 11 Committee delegation 12 13 14 15 16 17 18 Conflicts Committee Focus Vote Requirements 19 20 21 22 23 24 25 Areas / Key Considerations - Shareholder approval requirements 26 27 28 29 30 31 - Share majority vs. majority of the minority (negotiating point) Economic consideration—Bison proposal reflect full and fair value of Thunder standalone financial prospects—Significant focus on basis of forecasts and underlying assumptions arriving at long term value of Thunder financial prospects Timing / Next Steps4-6 weeks 2
Steps8-9: Second Step Financing, Announcement Prep & Signing Illustrative Timeline / Key Dates Ongoing due diligence review April 2019 - Supplements existing due diligence from purchase of S M T W T F S sponsor group interests in Thunder and information in Second Step Financing public domain 1 2 3 4 5 6 Arrange and formalize debt and equity financing sources 7 8 9 10 11 12 13 including required bridge terms at signing of transaction 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Announcement preparation—Press release preparation IR Rollout / Shareholder May 2019 - Potential investor Q&A Communication S M T W T F S - Prepare public investor presentation—TBD 1 2 3 4 - Employee communication 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Bison Investor Committee approval 26 27 28 29 30 31 Formal BOD & IC Meetings / Thunder Conflicts Committee presents recommendation to Thunder’s Board of Directors [5/11]—Announcement Approval & Signing Sign merger agreement Announce transaction Timing / NextSteps 4-6 weeks (concurrently with Conflicts Committee process) 3
Step 10: Closing Process Illustrative Timeline / Key Dates May 2019 Proxy preparation S M T W T F S Proxy Draft Bison / Thunder advisors to comment 1 2 3 4 File with SEC 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SEC review June 2019 Receive SEC comments S M T W T F S SEC Process File proxy amendments as needed 1 2 3 4 5 6 7 8 Clear SEC 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 HSR Approval 30 Regulatory Approval Other approvals, if any, to be identified in diligence September 2019 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Mail proxy 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Shareholder Vote / Closing Shareholder vote 29 30 Close transaction October 2019 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 Timing / NextSteps 16-20 weeks 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 4
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