Whole Earth Brands Inc - Ordinary Shares (FREE)
Filed: 15 Mar 24, 5:15pm
Exhibit (c)(x)
Confidential - Analysis and Assumptions Subject to Change Project WORLD Discussion Materials January 21, 2024 / Confidential Jefferies LLC Member SIPC The informatiol"I provided in this document including valuation discussions, represents the views of Jefferies Investment Banking There is no assurance that the views expressed herem will beconsistent with the views expressed by Jefferies Research or its Analysts Nothing in this document should be understood as a promise or offer of favorable research coverage Jefferies add tag: Exhibit (c)(x) convert as provided. please add the tag. [1-39] add to submission as: EX-99.(c)(x) Description: Exhibit (c)(x)
Jefferies Jefferies LLC / January 2024 2 Table of Contents Confidential - Analysis and Assumptions Subject to Change Situation Overview Public Market Benchmarks Preliminary Financial Analyses Appendix 4 12 19 28
Jefferies Jefferies LLC / January 2024 2 Disclaimer Confidential - Analysis and Assumptions Subject to Change The following pages contain material provided to the Board of Directors (the "Board") of WORLD (the "Company") by Jefferies LLC ("Jefferies") in connection with Project WORLD. These materials were prepared on a confidential basis in connection with an oral presentation to the Board and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Board in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without Jefferies' prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to Jefferies by the Company. Jefferies has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. None of Jefferies, its affiIiates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information or any conclusion contained herein. Jefferies, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information or matter contained herein, or any oral information provided herewith or data any of them generates. Jefferies undertakes no obligation to update these materials. Neither Jefferies nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. This presentation is a preliminary analysis only and does not constitute a fairness opinion of Jefferies as to the value of the Company, and as such, should not be relied upon by the Company or by any other person as such. The financial data, analyses and assumptions reflected here remain subject to refinement and change based on further discussions and information regarding WORLD's businesses and its financial and operating markets.
Confidential - Analysis and Assumptions Subject to Change Jefferies Jefferies LLC / January 2024 2 Situation Overview
Executive Summary (1) Reflects an ownership of 8,905,223 shares of WORLD and calculated based on a total basic share count of 42,245,974 as of May 9, 2023. Confidential - Analysis and Assumptions Subject to Change On June 21st, 2023, ROSWELL filed an amended 13D jointly with affiliated entities ("Bidder") updating its beneficial ownership to 21.08%m in WORLD On June 25th, 2023, ROSWELL delivered a non-binding, publicly disclosed proposal (the "Proposal") to the Board of Directors (the "Board") of WORLD, pursuant to which Bidder proposed to enter into a transaction to acquire WORLD and combine it with Royal Oak Enterprises, LLC ("Royal Oak") for cash consideration of $4.00 per share The Proposal implied a 28.2% premium to WORLD's unaffected stock price of $3.12 on June 23rd, 2023, and a 44.9% premium to WORLD's 3-month VWAP price of $2.76 On June 25th, 2023, WORLD formed a special committee of the Board (the "Special Committee") to review and evaluate the proposal, and subsequently retained Jefferies as financial advisor and announced their strategic review Jefferies had discussions with ROSWELL and more than 60 additional parties regarding a potential transaction with WORLD 11 parties (plus ROSWELL), all financial sponsors, signed an NOA and received the CIM and VDR access None of the potential strategic parties progressed to an NOA After these discussions yielded no additional indications of interest, and following further discussions between the Special Committee, advisors and ROSWELL around valuation and process, WORLD entered into a 45-day exclusivity agreement with ROSWELL on November 15th, 2023, predicated upon ROSWELL's verbal indication of an increase to $4.50 per share and an openness to increasing beyond that level, subject to due diligence ROSWELL has been conducting (and has now substantially completed) an intensive due diligence process on various functional areas, including Financial, Sales & Marketing, Human Resources, Environmental, and Legal, and has involved its equity and debt financing sources Source: Company Filings, ROSWELL proposal letter Jefferies LLC / January 2024 5 Jefferies
Executive Summary (cont.) (1) Reflects an ownership of 8,905,223 shares of WORLD and calculated based on a total basic share count of 42,245,974 as of May 9, 2023. Confidential - Analysis and Assumptions Subject to Change On December 12th, 2023, ROSWELL submitted a request to extend the exclusivity period to January 15th, 2024 and re-confirmed their prior verbal indication of $4.50 per share, subject to completing due diligence and regulatory agreements The Special Committee declined to extend exclusivity, considering among other factors the lack of a further increase in the indicated price, but agreed to cooperate with ROSWELL to permit completion of critical due diligence in order to faciliate formulation by ROSWELL of an improved, definitive, and fully-financed proposal On January 3rd, 2024, Notch View Capital Management, WORLD's second largest shareholder at 5.9%, filed a 13D, urging an immediate sale of the Company at the best price available Notch View has reiterated its position live to the Special Committee and also stated its willingness to take more aggressive action if a transaction is not consummated On January 16th, 2024, ROSWELL submitted an updated written indication of interest at $4.50 per share, a draft merger agreement and forms of definitive debt and equity commitments Subsequently, ROSWELL's equity partner, Rhone Group, verbally indicated to Jefferies openness to a price of $4.75 per share On January 19th, 2024, principals of WORLD's Special Committee, ROSWELL, Rhone Group and Jefferies met in-person. At the conclusion of the discussions, ROSWELL and Rhone provided a further increased price of $4.875 per share, conditioned on the Special Committee's agreement to recommend the potential transaction to the Board, and stated that it be deemed as their "best and final" offer ROSWELL has stated that if this best and final proposal is not accepted as a basis for immediately moving to definitive documentation, they intend to withdraw their offer and amend their 13D disclosure accordingly Over the course of the due diligence process, the Company's 2024P EBITDA expectations have declined from $95M (forecast provided to all interested parties in September) to $91M (updated Management LRP provided to ROSWELL in December) and further to $88M (draft budget level provided verbally on January 19th), while street consensus expectations have increased from $76M to $85M - substantially converging Source: Company Filings, ROSWELL proposal letter Jefferies LLC / January 2024 6 Jefferies
Implied Premiums WORLD Stock Price Premium to Current Stock Price (01/19/24) $3.84 27.0% Premium to Publicly Disclosed Offer (6/26/24) $4.00 21.9% Premium to 20-Day unaffected VWAP (06/23l3' $3.05 60.0% Premium to 90-Day unaffected VWAP (06/23l3' $2.76 76.6% Premium to 52-Week High $4.57 6.7% Transaction Overview ($Millions, except per share data) Confidential - Analysis and Assumptions Subject to Change WORLD's Board of Directors is considering the potential sale of the ._!P_ro"""p_o_se_d_P_u_rc_h_as_e_P_ri_ce Company (the "Proposed Transaction") to ROSWELL for a purchase price of $4.875 per share in cash (the "Proposed Purchase Price") Diluted Shares Outstandingc1> - Represents a 60.0% premium to the unaffected share price of $3.05 (20-day VWAP pre-announcement) and a 21.9% increase to the original publicly-disclosed proposal - The Proposed Transaction is subject to negotiation of a definitive merger agreement and completion of remaining confirmatory due diligence, which is expected to be completed over the course of the coming week Jefferies has reviewed the Company's publicly available information and internal financial projections including its long-range plan ("Management LRP") that was finalized as of September 19th, 2023; the Management LRP was subsequently revised on December 4th, 2023, to reflect an updated view of the projection period based on recent YTD performance. A draft of the 2024 budget was received on January 20th, 2024 At the Special Committee's direction, based on the work done to date, the materials included here reflect the following analysis and discussion topics: Public market perspectives Preliminary financial analyses of the Company's stand-alone intrinsic value, based on the Management LRP and an analysis of other publicly traded companies and precedent M&A transactions Supplementary analyses such as an illustrative financial buyer analysis and an M&A Premiums analysis Implied Equity Value Plus: Debt {12/31/2023j<2> Less: Cash (12/31/2023)<2> Proposed Transaction Value Adj. EBITDA WORLD Statistic TEV / EBITDA FY2023E $78.3 8.0x FY2024P - Street Consensus $85.2 7.4x FY2024P - Draft Budget $88.0 7.lx FY2024B - Management LRP $91.1 6.9x $4._875 ! Jefferies Jefferies LLC / January 2024 7 46.903 $228.7 428.7 (30.5) $626.8 Sources: WORLO latest 10-0 filing (Asof September 30, 2023) and Management LRP provided by World management, asapproved by the Special Committee for Jefferies' use. (I) Includes 42,850,915 common shares (per IOQ as of 9130/2023), 2,223,995 RSUs, 214,556 RSAs, 1,613,409 PSUs(per WORLD equity ledger provided by WORLD Management as of 11/13/2023). Based on debt balance of $428.7 million and cash balance of $30.5 million as of year end 2023[ per WORLD Management. VWAP calculated based on calendar days.
Proposed Transaction Terms Confidential - Analysis and Assumptions Subject to Change Proposed Purchase Price Proposed Structure I Financing $4.875 per share in cash Reverse Triangular Merger; ROSWELL will cause a subsidiary of Royal Oak ("Merger Sub") to merge with and into the Company, with the Company surviving as an indirect subsidiary of ROSWELL (the "Merger") Certain Closing Conditions No Solicitation Outside Date Termination Fees Other Senior Secured Incremental Term Loan Facility of up to $375 million led by Silver Point as Lead Arranger Rhone Capital will make a cash equity contribution of between $275 and $325 million Requisite Stockholder Approval (majority of all outstanding shares and per Section 203, a 213rd majority of all outstanding shares not owned by ROSWELL and its affiliates) HSR Approval No financing condition No solicitation, subject to fiduciary out 6 months from date of agreement Company Termination Fee of $20.0 million Parent Termination Fee of $20.0 million ROSWELL will use R&W Insurance Policy Source: Proposed merger agreement and debt commitment letter received on January 16, 2024 Jefferies LLC / January 2024 8 Jefferies
Confidential - Analysis and Assumptions Subject to Change Summary of Strategic Review Process Outreach and Engagement Contacted or Inbounded Engaged with Process Indications of Interest Note: Numbers exclude ROSWELL Jefferies LLC / January 2024 9 Jefferies
Summary of Buyer Feedback Confidential - Analysis and Assumptions Subject lo Change Attractions Considerations Jefferies LLC I January 2024 w Jefferies
Summary of Outreach Confidential - Analysis and Assumptions Subject to Change '\ --- - - - - - - - - - - - : a_rtJ ieaJ n in_.OSW-ELL-G-r-ou-p----- ,,, (1) (2) Jette I January 2024 11 Jefferies
Confidential - Analysis and Assumptions Subject to Change Jefferies Jefferies LLC / January 2024 14 PubIic Market Benchmarks
WORLD Trading Update Confidential - Analysis and Assumptions Subject to Change PubIic Market Perspective ($Millions, except per share data) Trading Statistics ROSWELL (2) Unaffected (3) Current ROSWELL Proposa1t2> Updated ROSWELL Indication<•> Final Offer(3) (6/23/23) (1/19/24) (6/26/23) (1/16/24) (1/19/24) Share Price $3.12 $3.84 $4.00 $4.50 $4.875 Shares Outstanding (mm) 44.169 46.903 44.169 46.903 46.903 Market capitalization $137.8 $180.1 $176.7 $211.1 $228.7 PIUS: Total Debt 439.5 435.6 439.5 435.6 435.6 Less: Cash & cash Eqv. (26.6) (24.2) (26.6) (24.2) (24.2) Enterprise Value $550.7 $591.5 $589.5 $622.4 $640.0 CY2023E Consensus Revenue $554.9 $546.1 $554.9 $546.1 $546.1 CY2024P Consensus Revenue $579.1 $572.5 $579.1 $572.5 $572.5 CY2023E Consensus EBITDA $76.4 $77.8 $76.4 $77.8 $77.8 CY2024P Consensus EBITDA $83.4 $85.2 $83.4 $85.2 $85.2 Valuation Metrics EV/ CY2023E Consensus Revenue 0.99x l.09x<•> l.06x l.15xt•> 1.19xt•> EV/ CY2023E Consensus EBITDA 7.2x 7.7x<•> 7.7x a.ix'•> a_3,i•> EV/ CY2024P Consensus EBITDA 6.6x 7.ox<•> 7.lx 7.4i4) 7.6it•> Trading Summary Share Price Jefferies Jefferies LLC / January 2024 14 $3.12 $3.84 $4.00 52-Week High $6.74 $4.57 $6.74 52-Week Low $2.09 $2.09 $2.09 Current% of 52-Week High 46.3% 84.0% 59.3% 3-M Avg. Daily Vol. ('OOOs) 484.8 Source, Company filings, S&PC..pital IQ as of January 19, 2024. Note: Sharesoutstanding basedon fully diluted shares outstanding. 150.5 486.8 $4.50 $4.72 $2.09 95.3% 162.5 $4.875 $4.57 $2.09 106.7% 150.1 Pro Forma Capitalization Table 9/30/23 Net Interest $ % Leverage Rate Maturity $24.2 Gash and Cash Equivalents $365.6 83.9% 4.5x s + 45d'> 2028 Term Loan, due 2028 $70.0 16.1% 5.4x S+375 2026 Revolving Credit Facility, due 2026 !Total Debt $435.6 100.0% 5.4x Based on Adj. EBITDA as of 9/30/23: G ITerm Loan Trading Levels Price Yield Unaffected (6/23/23) $73.00 16.82% Current (1/19/24) $87.70 12.89% (II Date of 13D public filiog. Balance sheet details areas of 3/31/2023. Consensusestimates for revenue and EBITDA are as of 6123/2023 and6/26/2023, respectively. Includes 42,245,974 common shares (including 3,000,000 common shares currently held in esaow), 1,162,688 RSUs, 131,470 RSAs, 629,305 PSUs., 19,491,320 public warrants and771,980 private warrants.. Each warrant is exercisable for one.h-alf of oneshare at a strike price of $11.50 per whole share. Includes 42,850,915 common shares (per lOQas of 9/30/2D23), 2,223,995 RSUs, 214,556 RSAs, 1,613,409 PSUs (per WORLD equity ledger provided byWORLDManagement as of 11/13/2023). Calculated based on balance sheet details as of 9/30/2023 per latest publicly filed 10-Q. Consensus estimates for revenue and EBITDA are as of 12/14/2023. Includes 42,850,915 common shares (including3,000,000 common shares currently held in escrow), 2,986,552 RSUs, 257,888 RSAs, 2,355,88D PSUs, 20,193,120 public warrants and70,18Dprivate warrants. Each warrant is exercisable fo, one-llalf of one share at a strike price of $11.50 per whole sh..-e. During the second quarter of 2023, the Company entered into an interest rate swap agreement to manageexposure to interest rate risk related to the variable portion of its term Joan facility. The agreement converts the variable interest rateon $188.0 million of the term loan (approximately 50% of the notional amount of the facility) to a rate of 4.265% through February 2026.
Confidential - Analvsis and Assumotions Subiect to Chane:e WORLD Trading Performance - Public Market Perspective Stock Price Performance - Since SPAC Closing (June 2020) Jefferies Jefferies LLC / January 2024 14 $16.00 $14.00 $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 : ROSWELL Estimated: 1Average Cost-Basis of I I $5.47 I ShareW I Current: $3.84 Performance: (62.0%) Median: $7.21 April 18 - May 18, 2022 ROSWELL Begins Purchasing Shares in WORLD I jj I March 14, 2022 Q4'21 andFull Year Earnings Release March 13, 2023 ROSWELL Purchases 1,900,000 Shares. ownership is -18.33% I March 14, 2023 ROSWELL Purchases 120,000 shares. ownership is -1.8,.62% March 15, 2023 ROSWELL Purchases 580,000 Shares. 130 Filing. ownership is -19.99% June 26, 2023 ROSWELL Offers $4.00 / Share to Acquire WORLD June 21, 2023 ROSWELL Purchases 488,923 Shares. 130 Filing. ownership is -21.08% January 3, 2024 Notch View Capital Management Files 130. ownership is 5.9% $0.00 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 6000 5000 4000 3000 2000 11111 1000 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 -Volume -Price Source: 130 and Form 4 filings and S&P Capital IQas of January 19, 2024. Note: Represents Sababa Holdings FREE LLC purchases. Ownership percentage calculations include shares held by Sababa Holdings FREE and those held by Marpet, LLC. ROSWELL is the manager of this entity, and the Trust owns 75% of Marpet. See appendix for further detail. (1) Weighted average price.
Confidential - Analysis and Assumptions Subject to Change LTM Trading Activity Public Market Views: WORLD - Market Snapshot Current Unaffected Stock Pricem $3.84 $3.12 30-Day VWAP!2l $3.43 60-Day VWAP!2l $3.32 90-Day VWAP!2l $3.37 180-Day VWAP!2l $3.45 LTM VWAPl2l $3.23 52-Week High $4.57 52-Week Low $2.09 LTM Incremental Volume Between Price (%) 26.3% 26.7% 29.0% 12.7% fJ Offer I----, $4.75 Verbal I 1 I -:.---- (: $4.50 ' - - - ... I Updated I ', lndic o _, _ _ _ _ I I $4.00 Public I 1 Proposal : _, Jefferies Jefferies LLC / January 2024 16 ,-----, I $4.875 Final I Offer : 5.3% 0.0% 0.0% $2.00 - $2.50 $2.51 - $3.00 $3.01 - $3.50 $3.51 - $4.00 $4.01 - $4.50 $4.51 - $5.00 $5.01 - $5.50 Volume Traded as a% of Float<3>: 0% 34% 105% 177% 255% 271% 271% Source: S&P Capital IQas of January 19, 2024. Unaffected stock price as of June 23, 2023. YWAP calculated based on trading days. Float defined as 42,850,915 shares outstanding less 8,905,223 shares held by ROSWELL and 2,313,485 shares owned by company employees and individual insiders. Reflectsvolume traded below upper end of range.
Confidential - Analysis and Assumptions Subject to Change WORLD Trading Performance - Public Market Perspective Stock Price Performance - Beginning Two Weeks Prior to ROSWELL Offer (June 26, 2023)<11 Price -, -------------------------- ':-1a-s,%i-:T-o-a-t-Tr-ad-ed-s;-n'-;e-iio-s--wi-:ii-.o-,,--;,-----------------------------J1 $5.00 $4.50 $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 , I1 I "T"I : I I January 16, 2024 January 19, 2024 January 19, 2024 $4.50 ROSWELL $4.75 ROSWELL $4.875 ROSWELL Updated Indication Verbal Offer Final Offer I August 9, 2023 Q2 Earnings Release I--8-7-% -of-Vo-lu-me-h-as-,1 : Traded Below the $4.00 I I Public Offer, and 100% I 1 has Traded Below the I I I I I I I I I I I January 3, 2024 Notch View Capital Management Files 130 June 26, 2023 ROSWELL Offers $4.00 I Share to Acquire WORLD , _ $4.875 Final Offer _ / I November 9, 2023 Q3 Earnings Release; No Material Strategic Review Update Provided Volume (OOO's) 6,000 5,000 nm 4,000 3,000 2,000 1,000 $0.00 ........... ................._._..._......_......_,................. Jun-23 Jul-23 Jefferies Jefferies LLC / January 2024 16 ................ ......._..........._......_......._.._..... ..........._.............................._......_......_......._................_._................. ......._..........._......_........._.._....._........ 0 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 -Volume -Price Source: S&P Capital IQ as of January 19, 2024. (1) Date of 13D public filing.
Confidential - Analysis and Assumptions Subject to Change WORLD's Public Shareholder Register Is Comprised of Relatively Aggressive Investors by Majority I Rank Holder Name Willingness to Challenge Board/ Management ISS I nfluencem Estimated Basis12> Implied Gain (Loss)12> Shareholder Since13 > Current %0/S Change Type / Manager vs.Q2'23 Style 1 Notch View Capital Management LLC a a () () a a a a a () a () a () () .(.) () a () () () () () a a a a a $3.31 6.6% Q4'23 5.9% 5.9% Hedge Fund -H-e-dg-e F-u-nd-. '1-I-nd-ex----· (0.1%) Value Hedge Fund 0.1% Hedge Fund 0.3% Hedge Fund Hedge Fund (0.1%) Hedge Fund Value 0.8% -H-e-dg-e F-u-nd-. '1-I-nd-ex----· 0.3% -H-e-dg-e -Fu-nd- - '1-Q-u-an-t ---· 0.1% -G-e-ne-ral-ist-- ILI.nd-e-x ----I· (0.1%) Generalist Family Office Hedge Fund . 0.1% L oaot - 2 Armistice Capital LLC 9.07 (61.1%) Q3'20 5.0% 3 The Vanguard Group, Inc. 7.43 (52.5%) Q3'20 4.5% 4 Pacific Ridge Capital Partners LLC 8.38 (57.9%) Q2'21 3.9% 5 Steel Partners Holdings LP 3.40 3.8% Q4'22 3.7% 6 Clearline Capital LP 5.02 (29.6%) Q2 '20 3.6% 7 Ionic Capital Management LLC 5.55 (36.4%) Q2 '20 3.3% 8 Scoggin Management LP 3.21 10.0% Q4'22 2.4% 9 Millennium Management LLC 3.34 5.6% Q3'22 2.0% 10 Brandywine Global Investment Management LLC 9.51 (62.9%) Q3'20 1.9% 11 Fort Baker Capital Management LP 3.46 2.0% Q2'23 1.6% 12 BlackRock Fund Advisors 11.90 (70.3%) Q3 '20 1.5% 13 Hudson Bay Capital Management LP 3.25 8.7% Q2 '23 1.4% 14 Dimensional Fund Advisors LP 7.90 (55.3%) Q4 '21 1.1% 15 JPMorgan Investment Management, Inc. 3.18 11.1% Ql '23 1.1% 16 Geode Capital Management LLC 11.81 (70.1%) Ql '21 0.8% 17 Russell Investment Management LLC 3.10 13.8% Ql '23 0.8% 18 RBF Capital LLC 3.10 13.9% Q2'23 0.8% 19 JPMorgan Alternative Asset Management, Inc. 7.13 (50.5%) Q4'20 0.7% 20 Renaissance Technologies LLC 6.50 (45.7%) Q4'21 0.6% Top 20 Institutional Holders $5.9314) (40.4%) 46.5% Total Index & Quant Fund Ownership 8.5% Total Insider Ownership 5.4%15) Index/ Quant funds are free agents and Martin Franklin Ownership 20.8% not "true believers" Total Hedge Fund Ownership 33.2% Institutional shareholders are often quiescent unless and until they are offered a perceived "free option" presented by an activist campaign I Denotes an investor that has been willing to publicly criticize a portfolio company. Source: FactSet as of 1/1212024. Institutional holdings are based on 13F filings as of 9/3012023 or latest 13G / 13D filings as available. Note: WORLD share price of $3.53 and market capitalization of $151.3mm. Based on 42.9mm common shares outstanding per the Company's 10-0 filed on 11/9/2023. (1) Source: ADV filings and personal knowledge of former ISS senior executives at Jefferies. (2} Per FactSet. Assumes the original value of the investor's holdings adjusted for stock splits, dividends. and capital distributions. Based on FactSet data dating back through the company's deSPACtransaction in Q2 •20. Calculated as the average cost basis of the top 20 institutional shareholders, wei,ghted by their respective percentage of shares outstanding. (5} Includes management, directors and non-executive employees. Irwin Simon (executive chairman) owns 3.7%. Jefferies LLC / January 2024 17 Willingness/ Influence: • = Greater Q =Less Jefferies
Confidential - Analysis and Assumptions Subject to Change WORLD's Shareholder Base Has Experienced Meaningful Turnover Since the ROSWELL Bid with Most Buyers Being Hedge Funds :-- - - - Shareholder movement analysis from the end of Q2 2023 -, Type/ ManagerI: %O/S Top Buy -- Style _ -1 . Q2'23 Hedge Fund ownership has increased from -25% to -33% from Q2 to Q3 reporting, and has likely increased further since that time Position Chg. (000} %OS Chg. Current From Q2'23 From Q2'23 %O/S Notch View Capital Management LLC Hedge Fund 2,511 5.9% 5.9% Fort Baker Capital Management LP Hedge Fund 0.9% 325 0.7% 1.6% VR Advisory Services (USA) LLC Hedge Fund 187 0.4% 0.4% Levin Capital Strategies LP Value 157 0.4% 0.4% Gabelli Funds LLC Generalist 140 0.3% 0.3% Ionic Capital Management LLC Hedge Fund 3.0% 138 0.3% 3.3% Gabelli & Co. Investment Advisers, Inc. Hedge Fund 131 0.3% 0.3% Meteora Capital LLC Hedge Fund 0.1% 130 0.3% 0.4% Hudson Bay Capital Management LP Hedge Fund 1.2% 116 0.3% 1.4% Alden Global Capital LLC Hedge Fund 0.2% 98 0.2% 0.4% T Type/ Mana;, T %O/S f Position Chg. (000) T %OS Chg. T Current Top Sellers: Style I Q2'23 From Q2'23 I From Q2'23 I %O/S Jefferies Jefferies LLC / January 2024 18 Assenagon Asset Management SA Index 1.0% (422} (1.0%} Goldman Sachs & Co. LLC Wealth Mgmt. 1.0% (394) (0.9%} 0.1% Ancora Advisors LLC Value 1.1% (225) (0.5%} 0.5% Citadel Securities LLC Broker 0.6% (212} (0.5%) 0.1% Nomura Securities Co., Ltd. Wealth Mgmt. 0.7% (104) (0.3%} 0.5% First Trust Advisors LP Generalist 0.2% (93) (0.2%} Squarepoint OPS LLC Hedge Fund 0.5% (91) (0.2%} 0.3% AQR Capital Management LLC Hedge Fund 0.2% (84) (0.2%} Susquehanna Financial Group LLLP Broker 0.3% (71) (0.2%} 0.1% Rubric Capital Management LP Hedge Fund 0.2% (71) (0.2%} Denotes an investor that has been willing to publicly criticize a portfolio company. Source: FactSet as of 1/12/2024.
Confidential - Analysis and Assumptions Subject to Change Jefferies Jefferies LLC / January 2024 18 Preliminary Financial Analyses
Selected Valuation Methodologies Jefferies Jefferies LLC / January 2024 18 Confidential - Analysis and Assumptions Subject to Change Methodology / Consideration General Description Comments Analysis of Selected Publicly Traded Companies Estimates current market value of WORLD based on trading multiples of selected publicly traded companies generally considered relevant for comparative purposes Analysis of Selected Transactions Estimates value of WORLD based on a review of selected merger and acquisition transactions generally considered relevant for comparative purposes Discounted Cash Flow Analysis Estimates the value of WORLD based on the present value of the Company's risk-adjusted cash flow For Reference Only: DCF - Margin Sensitivity Analysis Sensitivity on DCF analysis, varying outer year EBITDA margin recovery Financial Buyer (LBO) Analysis Analyzes the projected income statement and cash flows to determine a range of prices a third-party financial buyer might potentially pay to acquire the Company Premiums Paid Analysis A review, as an additional reference point for informational purposes, of premiums paid in selected M&A transactions involving public companies Reviewed 11 publicly traded Ingredients & Sweeteners and Packaged Foods companies Reviewed 16 completed transactions with publicly available information in the Ingredients & Sweeteners and Packaged Foods sectors Terminal Value calculated using perpetuity growth method Sensitizes DCF result if LRP margin recovery from recent -14% is limited to less than the planned -18% Reviewed 184 all-cash transactions across all industries with transaction equity values between $100M and $500M closed since January 1, 2018 Applied relevant premiums to WORLD's unaffected stock price of $3.12 as of 6/23/23 (1-day prior) and WORLD's unaffected stock price of $2.86 as of 5/26/23 (30-days prior) Note: Jefferies did not attribute any particular weight to any analysis, methodology Of factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor; accordingly, Jefferies' analyses must be considered as a whole. Considering any portion of the analyses or the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process undertaken by Jefferies.
$2.1 .,...._ I $2.00 $4 00 $8.00 $10.00 Implied Enterprise Value / EBITDA m 6.4x 7.6x 8.8x 10.0x ll.2x S.Sx 6.6x 7.6x 8.6x 9.7x Confidential - Analysis and Assumptions Subject to Change Preliminary Financial Analyses Summary - Based on Management LRP C 0 "QI' "' a:.i. iii C .0... "§' .E C Methodology Selected Public Companies Analysis (1) 2023E Adj. EBITDA Multiple (1) 2024P Adj. EBITDA Multiple (1) 2024 Adj. EBITDA Multiple (Draft Budget) Selected Transactions Analysis 2023E Adj. EBITDA Multiple<2> Discounted Cash Flow Analysis Perpetuity Growth Method (For Reference Only) DCF- Margin Sensitivity Analysis Financial Buyer Analysis Historical Premium Analysis All Industries (1 day) All Industries (30 days) Research Target Range 52-Week Trading Range 2023E EBITDA of $78.3M 2024P EBITDA of $91.lM Metrics 7.6x - 9.2x 2023E Adj. EBITDA 2023E Adj. EBITDA of $78.3M 7.3x - 9.3x 2024P Adj. EBITDA 2024P Mgmt Adj. EBITDA of $91.lM 7.3x - 9.3x 2024P Adj. EBITDA 2024 Budget Adj. EBITDA of $88.0M 7.8x- 9.9x 2023E Adj. EBITDA - 2023E Adj. EBITDA of $78.3M Discount rate of 10.5% - 12.0% and perpetuity growth rate of 2.0% - 3.0% EBITDA margin at 15.0% - 18.0%; Discount rate of 10.5% - 12.0%; Perpetuity growth of 2.5% 20% - 25% IRR, 7.5x- 9.5x exit multiple, 5.0x leverage 25'" and 75th Percentile premiums to unaffected share price ($3.12), 1-day prior to 6/26/23 25'" and 75th Percentile premiums to unaffected share price ($2.86), 30-days prior to 6/26/23 Range of price targets published by research 52-Week intra-day high and low share prices Source: WORLD latest 10-Q filing (As of September 30, 2023), Management LRPprovided by WORLD management asapproved by the Special Committee for Jefferies' use. Note: Share prices are rounded to nearest $0.05. Fully Diluted Share Count includes 42,850,915 common shares (per lOQ asof 9/30/2023), 2,223,995 RSUs, 214,556 RSAs, 1,613,409 PSUs (per WORLD equity ledger provided by WORLD Management asof 11/13/2023). (1) Assumes debt balance of $435.6 million and cash balance of $24.2 million as of Q3 end numbers. (2) Assumes debt balance of $428.7 million and cash balance of $30.5 million as of year end 2023[ per Management LRP. Jefferies LLC / January 2024 21 Jefferies
Confidential - Analysis and Assumptions Subject to Change Preliminary Analysis of Selected Public Companies - Trading Multiples EV/ 2023E EBITDA 8.3x 8.lx ROSWELL ROSWELL Final Updated Offer(ll lndicationC2l $4.875 $4.50 Enterprise $ Value ($Ml 640 $622 7.lx 7.2x ROSWELL Market Proposa1<3l Valuation (Unaffected)<•> $4.00 $3.12 $590 $551 Ingredients & Sweeteners Median: 7.6x 7.8x 7.6x 4.3x<5> TATe.O{LVL.e: ) lngredion $3,520 $9,337 $5,891 22.6x bellr1ng $7,858 Mid-Cap Packaged Foods Median: 11. lx Simply !utz. Tn•.'elfou,se $4,376 $2,931 $1,679 $5,802 $3,854 $2,942 $11,966 EV/ 2024E EBITDA 7.6x 7.4x ROSWELL ROSWELL Final Updated Offer(l) lndicationC2l $4.875 $4.50 Enterprise $640 $622 Value ($Ml 7.lx 6.6x ROSWELL Market Proposa1<•l Valuation (Unaffected)C4> $4.00 $3.12 $590 $551 Ingredients & Sweeteners Median: 7.,.,..3,,_x _, 7.4x 7.3x 4.9x<5> TATe&,t.vL.e ) SU lngreclion $3,520 $9,337 $5,891 Mid-Cap Packaged Foods Median: 10.0x 20.3x bellnng fu•.-el!on,se -I..cD,-, ...... Si.mply,, g !utz. U: ls:?'f'ers @ $7,858 $4,376 $2,931 $5,802 $1,679 $3,854 $2,942 $11,966 Source: S&PCapital IQ as of January 19, 2024. Note: Multiples are inclusive of stock-based compensation add backs. Asof January 19, 2024 Asof January 16, 2024. Asof June 26, 2023. As of June 23, 2023. Proforma for full year for recent announcement of acquisition of remaining stake in CropEnergies AG for €300M on December 19, 2023. Proforma for full year for recent announcement of acquisition of Petfection Pet Foods for $235M on October 10, 2023. Jefferies LLC / January 2024 22 Jefferies
Confidential - Benchmarking WORLD EV/ NTM EBITDA Multiple Over Time Analysis and Assumptions Subject to Change EV/ NTM EBITDA Multiple - Since SPAC Closing (June 2020) 16.0x 14.0x 12.0x IO.Ox 8.0x 6.0x 4.0x 2.0x O.Ox .... Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 -WORLD Ingredients -Mid-Cap Packaged Foods Mid-Cap Packaged Jefferies Jefferies LLC / January 2024 24 1-Year Avg 3-Year Avg Since June 2020 Avg 7.0x 7.8x 7.6x 6. X 7.6 7.6 12.lx 12.6x 12.Sx Source: S&P Capital IQ as of January 19, 2024. Note: Indexes are enterprise value wei,ghted. Ingredients Index comprised of TATE, INGR and SZU. Mid-Cap Packaged Focds Index comprised of BRBR, UTZ, SMPL, FLO, THS, HAIN, BGS and POST.
Confidential - Preliminary Analysis of Selected Public Companies - Leverage Jefferies Jefferies LLC / January 2024 24 Analysis and Assumptions Subject to Change LTM Net Leverage Ratio Ingredients & Sweeteners Median: 2.lx Mid-Cap Packaged Foods Median: 4.2x 6.5x 5.4x 2.5x 2.lx 0 l.6x ' World TATE 0( LYLE ., lngredion !utz. Tr•ediouse bellifng· Source: Company transcripts and S&P Capital IQ asof January 19, 2024. Note: Net Leverage defined as(Total Debt-Cash)/ LTM EBITDA. (1) Proforma for recent announcement of acquisition of remaining stake in CropEnergies AG financed by a €300M bridge loan on December 19, 2023.
) lngredion <--> ♦ PumClrdci 04/08/20 $317 2.6x NA NA ARDIAN frulact 01/15/20 €128 l.3x NA NA Confidential - Analysis and Assumptions Subject to Change Preliminary Analysis of Selected Packaged Foods and Ingredients & Sweeteners M&A Transactions ($Millions) Jefferies Jefferies LLC / January 2024 24 Date Announced Enterprise EV/ LTM Value Revenue EBITDA EBITDA Ma in Orkla Ac uiror Ta et RHO" NE 10/26/23 $1,380 0.9x NA NA (FOOOftgre(lenb 40"JJ.Stake) KERRY 01/10/23 €500 l.2x 12.2x 10.1% -- PCl'lfollO) am1ll111s.i 01/09/23 $40 l.Ox NA NA '":t>rkla PF 10/03/22 $200 2.0x 13.9x 14.5% ·: 06/01/22 $503 l.lx NA NA Natra a; Gt<'li• • "-••9ie'°""' ,111, 05/24/22 $610 2.6x NA NA o,,leloer&&.dk-rlt,S.11,d) ofi \Pc.l'HOMPso 04/28/21 $950 NA ll.5x NA -r 0 ,,,,;,..., ,1 \\I WORLD w 12/16/20 $18d» 0.9x 7.8x 12.0% WORLD 81ee/!i:-;5 11/09/20 $80 2.2x 14.8x 15.0% - -- 10/25/20 $550 2.0x 7.9x 25.9% 8._6Fooo1:,INC:. sovos brands 11al&jsJ-. 08/26/20 $146 2.5x NA NA Act II Global Acquisition corq lllVOSld 11,1♦ 12/19/19 $516 l.9x 8.2x 23.0% WORLD -·: Natra 01/02/19 $215 0.5x 5.5x 9.0% ♦ '-$ 09/20/18 $100 0.7x NA NA 1 "' l.6x 10.2x :- , l.3x 9.9x Source: Company filings, S&P Capital IQ, Mergermarket and Jefferies IB estimates. (1) Excludes $55M earn out.
2.0% $8.65 $7.25 $6.05 2.5% $9.50 $7.90 $6.60 3.0% $10.40 $8.70 $7.25 Discounted Cash Flow Sensitivity Analysis Confidential - Analysis and Assumptions Subject to Change - - - Implied Terminal EBITDA Multiplem II Perpetuity Discount Rate II Growth I 2.0% 2.5% 3.0% lx 8.7x 3x 7.5x 8.0x 8.5x 7.0x 7.4x 7.8x Margin(%) 10.50% 11.25% 12.00% 15.0% $6.00 $4.75 $3.75 16.5% $7.85 $6.45 $5.25 18.0% $9.70 $8.15 $6.80 (1) Calculated based on EBITDA net of Stock based Compensation Jefferies Jefferies LLC / January 2024 26 Source: Management LRP provided by WORLD management as approved by the Special Committee for Jefferies' use. Note: Share prices in sensitivity table are rounded to nearest $0.05. DCF assumes valuation as of Oecember 31, 2023.
Preliminary Discounted Cash Flow Analysis ($Millions) Confidential - Analysis and Assumptions Subject to Change Unlevered Free Cash Flows I --•-- - Revenue EBITDA % Margin Less: Stock-based Compensation<ll EBITDA (net of SBC) % Margin Less: D&A Less: Otherl21 EBIT Less: Taxes<11 Net Operating Profit After Tax (NOPAT) Plus: D&A'41 Less: NWC (Increase) / Decrease Unlevered CFO Less: Capex Unlevered FCF % Conversion Time Until End of FY Discount Period Discount Factor $567.1 $91.1 16.1% (6.6) $84.5 14.9% (25.1) (3.0) $56.4 (34.4) $22.0 25.1 0.0 $47.1 (7.5) $39.6 43.4% 1.0 0.5 94.8% $599.3 $100.7 16.8% (6.2) $94.5 15.8% (24.9) $626.3 $108.8 17.4% (6.7) $102.1 16.3% (24.6) $654.4 $115.8 17.7% (6.8) $109.0 16.7% (23.4) $683.9 $123.2 18.0% (7.1) $116.1 17.0% (21.4) $69.6 (29.2) $40.4 24.9 (3.5) $61.7 (7.9) $53.8 53.4% 2.0 1.5 85.2% $77.5 (25.5) $51.9 24.6 (6.1) $70.4 (8.3) $62.2 57.1% 3.0 2.5 76.6% $85.6 (23.4) $62.2 23.4 (6.8) $78.8 (8.7) $70.1 60.6% 4.0 3.5 68.9% $94.7 (22.2) $72.5 21.4 (7.1) $86.7 (9.0) $77.7 63.1% 5.0 4.5 61.9% !Present Value of Unlevered FCF $37.5 $45.8 $47.6 $48.3 $48.11 Tenninal Value at 2.5% Growth Rate !Present Value of Tenninal Value<si Sum of PV of Unlevered FCF Total Enterprise Value Plus: Cash Less: Debt Equity Value rnso<•1 IImplied Price Per Share 4.8% 7.8% 8.3% $683.9 $123.2 18.0% (7.1) $116.1 17.0% (9.0) 13.8% $107.0 (25.1) 34.7% $81.9 9.0 (7,1) 16.5% $83.8 (9.0) $74.8 60.7% $924.2 $542.31 227.4 $769.7 30.5 (428.7) $371.5 46.903 $7.921 Source: Management LRP provided by WORLD management as approved by the Special Committee for Jefferies' use. Note: Share prices in sensitivity table are rounded to nearest $0.05. OCF assumes valuation as of December 31, 2023. Stock-based compensation based on management forecast provided by WORLD management. Other reflects expenses related to Supply Chain Reinvention program. WORLD cash tax rates per WORLD management, terminal year effective tax rate of -23% based on 2028 forecast. Depreciation & amortization is equal to Capex in the terminal year. Based on illustrative perpetuity growth rate of 2.5%. Based on illustrativediscount rate of 11.25%. Assumes mid-year convention. Includes 42,850,915 common shares (per lOQ as of 9/30/2023), 2,223,995 RSUs, 214,556 RSAs, 1,613,409 PSUs(per WORLD equity ledger provided by WORLD Management as of 11/13/2023). Jefferies LLC / January 2024 27 Jefferies
Confidential - Analysis and Assumptions Subject to Change Jefferies Jefferies LLC / January 2024 30 Appendix
Confidential - Analysis and Assumptions Subject to Change Illustrative Financial Buyer Analysis (For Reference Only) ($Millions, except per share data) Illustrative transaction date of 12/31/2023 Assumes Management LRP for 2023E-2028E Adjusted EBITDA includes $4.5 million of annual PubCo savings Management promote of 10% assumed Tax rate assumption per management forecast (-23% by 2028E) FD shares of 46.9 million at transaction, reflective of outstanding warrants, RSUs, RSAs, and PSUs<ll Pro forma leverage of 4.5x 2023E Adj. EBITDA New $390 million First Lien Term Loan, S +CSA+ 500, 98.0 0ID, 0.75% Floor Assumes 3-month SOFR and 15 bps CSA Mandatory amortization of 1.00% Sources of Funds Jefferies Jefferies LLC / January 2024 30 Buyer Equity Contribution Transaction Debt $302 $390 Uses of Funds Purchase of Equity ($4.875 / sh) $398 $27 $8 $31 Repayment of Existing Net Debt Transaction Fees& Expenses 01DI Upfront Fees Cash to Balance Sheet Total Uses $692 Transaction Sources and Uses Pro Forma Financial Summary Assumptions Net Sales $551 $567 $599 $626 $654 $684 YIYGrowth 1.5% 4.8% 4.5% 4.5% 4.5% 4.5% Standalone Adj. EBITDA 78 91 101 109 116 123 PubCo Expense Savings 5 5 5 5 5 Total Sources $692 Adjusted EBITDA $78 $96 $105 $113 $120 $128 % Margin 14.2% 16.9% 17.6% 18.1% 18.4% 18.7% Other2l CapEx (3) (8) (8) (8) (9) (9) $229 Change in Working capital (4) (6) (7) (7) Cash Interest Expense (32) (28) (24) (18) (12) (4) (4) (4) (4) (4) (29) (24) (20) (19) (20) 390 I $21 331 $38 289 $51 234 $64 166 $76 86 $390 30.5 $331 30.5 $289 30.5 $234 30.5 $86 30.5 Mandatory Amortization Cash Taxes Excess Cash Flow New First Lien Term Loan Total Debt Cash Balance Total Leverage Net Leverage 5.0x 4.lx 3.5x 3.lx 2.7x 2.5x 2.lx l.8x $166 30.5 1.4x 1.lx 0.7x 0.4x Adj. EBITOA / Net Int. Exp. 3.0x 3.7x 4.8x 6.6x 11.0x (Adj. EBITDA - CapEx) / Net Int. Exp. 2.Bx 3.5x 4.4x 6.lx 10.2x Sensitivity Analysis I •1 • ' . ' 20.0% 22.5% 25.0% 22.5% 25.0% 7.5x $4.90 $4.20 $3.55 4.0x $5.45 $4.65 $3.90 8.5x $5.90 $5.10 $4.35 4.5x $5.90 $5.10 $4.35 9.5x $6.85 $5.95 $5.20 5.0x $6.25 $5.45 $4.80 •• ' . 20.0% 22.5% 25.0% 15.0% $3.60 $3.05 $2.50 16.5% $4.60 $3.95 $3.35 18.0% $5.60 $4.80 $4.15 Source: Management LRP provided by WORLD management as approved by the Special Committee for Jefferies' use. Includes 42,850,915 common shares(per lOQas of 9/30/2023), 2,223,995 RSUs, 214,556 RSAs, 1,613,409 PSUs(per WORLD equity ledger providedby WORLD Management as of 11/13.'2023). Other reflects expenses related to Supply Chain Reinvention program.
One-Day & 4-Week Premiums Selected Statisticsm 75% 60% E 45% .:E:, ., ct 30% 20% 21% 15% 0% -+------ 25th Percentile 38% One-Day Premium 40% Median 4-Week Premium 63% 65% 75th Percentile One-Day & 4-Week Premiumsm 45% >- 30% .C,: (.) ::, Sf .z 15% 7.6% 8.2% 0% 7.6% 5.4% 0-10% 39.7% 33.7% 14.7%14.1% 13.6o/°J. l.4% 10.3%10.3% 12.5o/"10.9% 10-20% 20-30% 30-40% 40-50% 50%+ Premium Intervals One-Day Premium 4-Week Premium Confidential - Analysis and Assumptions Subject to Change Jefferies Jefferies LLC / January 2024 30 Illustrative Premiums Paid Analysis - Equity Values $ l00M - $500M (For Reference Only) U.S. and Canada All Cash M&A Majority Transactions, Announced Since January 2018 Source: Thomson Reuters as of January 19, 2024. (1} 4-week premium based on closing stock price 4 weeks prior to announcement.
Announcement Date ImpliedEnterpriseValue ($mil) PriceBump<2> Premiu I-Day m Premium 1-Mo. 03/17/23 $2,534 0% 32% (0%) 12/12/22 $3,700 29% 24% 15% 11/15/21 $330 (15%) 94% 64% 06/19/21 $13,700 25% 61% 59% 05/06/21 $4,214 19% 18% 37% Confidential - Analysis and Assumptions Subject to Change Consumer I Retail US Sponsor-Led Take-Private Transactions Over $200M<1> Consortium led by Management Group () BDT&MSD Casper DU RAT! ON AL CAPITAi. MAl'-'ACEMEl\l •.':•.•-. ■ Morrisons ath•me Hellman &Friedman The Honu!DecorSupento Nlu:ha&s ® APOLLO ICATTERITON IIIIWII APOLLO DURAT)ONAL t:.'itllAL MA A(;[M[t-l 03/03/21 $3,222 0%(4) 22% 44% 06/24/19 $622 (11%)(5) 19% 15% BARNES&NOBLE 06/07/19 $670 0% 9%* 28% Smart&Final. 04/17/19 $1,119 0%(6) 21%* 27% 11/06/18 $736 (8%) 1%* (2%) 09/25/18 $2,249 2%(7) 19% 26% 02/20/18 $560 5%(8) 25% 15% 07/09/17 $2,180 10%(9) 31% 25% 06/29/17 $337 27% 34% 31% 12/07/15 $13,900 8% 78% 76% mg ROARK CAl'lTAL GROul' , . FOCO oECHAO A RHONE BUllU\N Slt.--\KHOUSE CLUBCORP. y,.. \IIOotU> 1.,.,.1'<-ot 11<f'ot• .-... C.,y-•11• APOLLO 9t''2 M y JAB UOLUIM, Co..,,...s.,. Mean: $3,338 6.1% 32.5% 30.7% Median: $2,180 1.8% 23.8% 27.2% Source: Thomson SOC, S&P Capital IQ and Company Filings. West Marine· i{EURICi GRf[H MOUMTAIM Note: Represents transaction wasleaked before announcement. (5) (1) Includes US sponsor-led leveraged buyouts with transaction values greater than $200 million since 1/1/2013.(6) Based on price bump of final offer price to initial offer price. Casper had negative EBITOA at time of transaction. Initial offer price used represents midpoint of initial offer range provided of $14.00 • $15.00. Jefferies LLC / January 2024 Initial offer price used represents midpoint of initial offer range provided of $9.50 • $10.00. Initial offer price used represents midpoint of initial offer range provided of $7.00 - $8.00. Initial offer price used represents midpoint of initial offer range provided of $37.00- $40.00. Initial offer price used represents midpoint of initial offer range provided of $12.00 • $13.00. Initial offer price used represents midpoint of initial offer range provided of $17.25 • $19.00. 31 Jefferies
Analyst Estimates Date Firm Recommendation Price Target Valuation Methodology FY2023E FY2024E Revenue I EBITDA Revenue I EBITDA 11/09/23 Canaccord Genuity LLC Buy $5.00 8.3x FY2024E EBITDA $545 $78 $570 $85 11/09/23 Imperial Capital Outperform $9.00 IO.Ox FY2023E EBITDA $548 $78 $579 $81 11/09/23 Lake Street Buy $6.00 8.5x FY2024E EBITDA $540 $77 $563 $86 Analyst Consensus $6.6il) $546 $78 $573 $85 Management LRP $55il2l $7sl2l $56i2l $9il2l Confidential - Analysis and Assumptions Subject to Change WORLD Research Coverage and Estimates (For Reference Only) One-Year Stock Price Performance (01/19/24) Price $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 $0.00 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 -Share Price -Research Analysts' Price Target Oct-23 Nov-23 Dec-23 Jan-24 Source: Wall Street research and S&P Capital IQas of January 19, 2024. Mean of price targets from research reports noted above. Management LRP provided by WORLD management asapproved by the Special Committee for Jefferies' use. Jefferies LLC / January 2024 32 Jefferies
Company Name Mid-tap Packaged Food Equity Value Total Net Debt Minority Interest Total cap. D/E Ratio Net Debt/ Total cap. Tax Rate Beta<u Unlevered Beta Adjusted Lev. Beta BellRing Brands, Inc. $7,041 $817 $23 $7,880 11.6% 10.4% 25.0% 0.83 0.76 1.13 The Hain Celestial Group, Inc. 902 777 $11 1,690 86.1% 45.9% 25.4% 0.99 0.60 0.89 B&G Foods, Inc. 796 2,146 $9 2,952 269.5% 72.7% 32.5% 0.86 0.30 0.44 The Simply Good Foods Company 4,223 154 $18 4,394 3.6% 3.5% 25.4% 0.62 0.60 0.89 Post Holdings, Inc. 5,766 6,191 $9 11,966 107.4% 51.7% 25.0% 0.63 0.35 0.52 TreeHouse Foods, Inc. 2,313 1,541 $10 3,864 66.6% 39.9% 30.5% 0.61 0.42 0.60 Utz Brands, Inc. 1,336 865 $16 2,217 64.7% 39.0% 30.0% 0.80 0.55 0.80 Flowers Foods, Inc. 4,779 1,023 $11 5,813 21.4% 17.6% 26.8% 0.54 0.46 0.68 Ingredients & Sweetners Siidzucker AG $2,876 $1,944 $4 $4,824 67.6% 40.3% 15.8% 0.40 0.25 0.39 lngredion Incorporated 7,253 2,071 8 9,332 28.6% 22.2% 30.5% 0.64 0.54 0.78 Tate & Lyle pie 3,217 302 8 3,527 9.4% 8.6% 25.0% 0.52 0.49 0.73 Mean 3,682 1,621 12 5,315 67.0% 32.0% 26.5% 0.68 0.48 0.71 Median 3 217 1023 10 4 394 64.7% 39.0% 25.4% 0.63 0.49 0.73 !WORLD (Current Debt) $186 $398 $8 $592 214.0% 67.3% 30.5% 0.88 0.35 0.881 !woRLD (Illustrative Normalized Debt)Ul $357 $235 $8 $592 65.8% 39.7% 30.5% I WORLD Selected Peers Illustrative Range Risk-freeRate<Rfl'" 4.5% 4.5% 4.5% 4.5% 4.5% Unlevered Beta 0.35 0.35 0.49 0.50 0.35 @:n>everedBela 0.35 0.35 0.49 0.50 0.35] Adj. levered Beta 0.86 0.52 0.72 0.62 0.51 Oebt I Equity Ratio 205.5% 65.8% 64.0% 33.3% 66.7% Multiplied by: Market Risk Premium (Rm) 7.2% 7.2% 7.2% 7.2% 7.2% Adj. Levered Betal4) 0.86 0.52 0.72 0.62 0.51 Adjusted Equity Risk Premium 6.2% 3.7% 5.2% 4.4% 3.7% Market Risk Premium(Rm)t 7.2% 7.2% 7.2% 7.2% 7.2% Plus: Risk-Free Rate (Rf) 4.5% 4.5% 4.5% 4.5% 4.5% Size Premium {Rs>'" 4.8% 4.8% 4.8% 4.8% 4.8% Plus: Size Premium (Rs) 4.8% 4.8% 4.8% 4.8% 4.8% Tax Rate"' 30.5% 30.5% 25.4% 30.5% 30.5% Cost of Equity (Ke) 15.5% 13.0% 14.5% 13.7% 13.0% Pre-TaxCostofOebt(Kdl'8J 12.9% 10.0% 10.0% 10.0% 10.0% Multiplied by: E / (D+E) 32.7% 60.3% 61.0% 75.0% 60.0% AssumedAfter-taxCostofOebt 9.0% 7.0% 7.5% 7.0% 7.0% Cost of Equity Portion 5.1% 7.8% 8.8% 10.3% 7.8% Weighted Average Cost of Capital ($Millions, except per share data) Confidential - Analysis and Assumptions Subject to Change Selected Companies WACC Assumptions iA'ssumedNetOebt/TotalGapital'" :::::: 67.3% :::397% :: 390%:::: 250%:::: 40.0%! WACC Calculation After-TaxCost of Debt Multiplied by: D / (D +E) 9.0% 67.3% 7.0% 39.7% 7.5% 39.0% 7.0% 25.0% 7.0% 40.0% Cost of Debt Portion 6.0% 2.8% 2.9% 1.7% 2.8% IWACC 11.1% 10.6% 11.8% 12.0% 10.6%1 Source: Public filings, Wall Street equity research, Kroll, Bloomberg. Note: Market data as of January 19, 2024. (I) 2-year weekly adjusted betas sourced from Bloomberg as of January 19, 2024. (2) Normalized per WORLD management (reflects leverage of 3.0x LTM EBITDA). (3) (4) (5) (6) (7) (8) (9) Spot rate for 20-Year US Treasury Yield as of January 19, 2024. Adjusted for WORLD debt/ capital ratio and median debt I capital ratio for selected comparable companies. Represents long-horizon expected equity risk premium per Kroll Cost of Capital Navigator. Size premium based on 10th decile for market capitalizations from Kroll Cost of Capital Navigator. WORLD tax rate (calculated as the sum of US Federal and State statutory taxrates). Median marginal taxrate used for selected comparative companies. Based on the current yield of WORLD's existing debt as of January 19, 2024 (-12.9%) and expected incremental debt yield at normalized levels (10.0%). WORLD normalized debt/ capital ratio and median debt I capital ratio for selected comparative companies. Jefferies LLC / January 2024 33 Jefferies
Confidential - Analysis and Assumptions Subject to Change Selected Changes Between Special Committee Presentation on October 16, 2023 and January 12, 2024 Topic Summary Changes Share Count Reduction in diluted share count by 1.532 million units WORLD Management LRP Updated WORLD Management LRP (2023E - 2028E) as of December 4th, 2023 2023E Revenue down to $549.6 million from $550.6 million (2024E-2028E down -$11 - 14 million annually) 2023E Adjusted EBITDA down to $78.0 million from $79.3 million (2024E-2028E down -$2 - 4 million annually) 2023E Change in NWC up to $4.2 million from ($8.7) million, 2024E down to $0.0 million from $1.9 2023E Cash-related addbacks (inclusive of Supply Chain Reinvention) up to $16.4 million from $13.4 million, 2024E up to $3.0 million from $2.0 million Selected Other Changes - 2023E CAPEX down to $6.4 million from $7.0 million, 2024E down to $7.5 million from $8.7 million (2025E-2028E down -$1.0 million annually) Updated Debt Repayment Schedule based on WORLD Management LRP 2023E ending Debt balance down to $428.7 million from $436.7 million 2023E ending Cash balance up to $25.9 million from $23.8 million The following items were updated per current market data: Increase in EV/ 2023E EBITDA selected companies trading multiples range from 7.0x - 9.0x to 7.5x - 9.4x Increase in EV/ 2024E EBITDA selected companies trading multiples range from 6.8x - 8.8x to 7.lx - 9.4x Decreased WACC range from 11.00% - 12.50% to 10.50% - 12.00% - Decrease in 20-year U.S. Treasury Yield from 5.0% to 4.3% Jefferies LLC / January 2024 34 efffiles
Confidential - Analysis and Assumptions Subject to Change Selected Changes Since Special Committee Presentation on January 12, 2024 Summary Changes Trading Multiples Change in EV/ 2023E EBITDA selected companies trading multiples range from 7.5x - 9.4x to 7.6x - 9.2x Change in EV/ 2024E EBITDA selected companies trading multiples range from 7.lx - 9.4x to 7.3x - 9.3x 2023E Financial Update from Jefferies Jefferies LLC / January 2024 35 Management The following items were updated per current market data: 2023E Adjusted EBITDA increased from $78.0M to $78.3M 2023E Cash increased from $25.9M to $30.5M
Confidential - Analysis and Assumptions Subject to Change Jefferies Jefferies LLC / January 2024 35 Historical and Projected WORLD Financial Summary Historical Management Forecast CAGR ($Millions) FY2021A FY2023E FY2024E FY2025E FY2026E FY2027E FY2028E '23E - '28E Revenue Branded CPG $410 $423 $426 $435 $456 $476 $498 $520 4.1% Flavors & Ingredients 105 116 125 132 144 150 157 164 5.6% Total Revenue $514 $538 $551 $567 $599 $626 $654 $684 4.4% % Growth 4.7% 2.3% 2.9% 5.7% 4.5% 4.5% 4.5% Adjusted Gross Profit Branded CPG 133 117 110 126 134 142 148 155 7.0% Flavors & Ingredients 41 50 57 60 66 69 72 75 5.6% Total Adjusted Gross Profit $174 $167 $167 $186 $200 $210 $220 $230 6.5% % Margin 33.9% 31.1% 30.4% 32.8% 33.4% 33.6% 33.6% 33.6% Operating Expenses Branded CPG (62) (54) (53) (57) (61) (62) (64) (66) 4.5% Flavors & Ingredients (11) (12) (13) (13) (13) (13) (14) (14) 0.8% Corporate (20) (23) (23) (25) (25) (26) (26) (27) 3.2% Total Operating Expenses ($92) ($88) ($89) ($95) ($99) ($102) ($104) ($107) 3.7% Adjusted EBITDA Branded CPG $72 $64 $58 $69 $74 $80 $84 $89 9.1% Flavors & Ingredients 30 38 44 47 52 55 58 61 6.9% Corporate (20) (23) (23) (25) (25) (26) (26) (27) 3.2% jTotal Adjusted EBITDA $82 $79 $78 $91 $101 $109 $116 $12311 9.5% % Margin 16.0% 14.7% 14.2% 16.1% 16.8% 17.4% 17.7% 18.0% Memo: Supply Chain Reinvention Addbacks 8 23 12 3 NIA Total Capital Expenditures $12 $9 $6 $8 $8 $8 $9 $9 7.2% % of Total Revenue 2.4% 1.7% 1.2% 1.3% 1.3% 1.3% 1.3% 1.3% Source: Management LRP provided by WORLO management, as approved by the Special Committee for Jefferies' use on January 20, 2024.
Share tto1dirvs Q3 vsQl E(Jlity lnw:stor Name Q3 2023 Q2 2023 Cha Auets ($MM) style Notch View Capital ManagementU> 2,510,898 2,510,898 NA Hedge Fund ArmisticeC..pital LLC 2,150,000 2,150,000 2,150,000 3,447 Hedge Fund The VanguardGroup, Inc. 1,930,800 1,930,800 2,088,895 (158,095) 4,951,619 lndeo< Pacific Ridge Capital Partners LLC 1,668,343 1,706,801 1,635,057 33,286 449 Value Steel Partners Holdings LP 1,571,125 1,571,125 1,571,125 364 Hedge Fund ClearlineCapital LP 1,527,205 1,482,266 1,099,864 427,341 1,009 Hedge Fund Ionic Capital Management LLC 1,266,967 1,266,967 1,081,569 185,398 217 Hedge Fund Scoggjn Management LP 1,013,338 1,000,000 925,000 88,338 73 Hedge Fund Millemium Management LLC 862,257 916,852 375,000 487,257 107,425 Hedge Fund BrarxtywineGlobal Investment Management LLC 799,340 782,740 786,140 13,200 11,569 Value Fort Baker Capital Management LP 700,951 375,536 700,951 896 Hedge Fund BlackRock FundAdvisors 636,341 646,447 2,355,696 (1,719,355) 2,933,185 lndeo< Hudson BayC..pital Management LP 615,925 500,000 615,925 10,620 Hedge Fund Dimensional FundAdvisorsLP 484,180 505,012 465,039 19,141 467,830 Generalist JPMorgan Investment Management, Ire. 476,543 430,247 31,145 445,398 610,783 Generalist Geode Capital Management LLC 361,468 374,347 750,749 (389,281) 1,019,046 lndeo< Russell Investment Management LLC 338,072 399,939 36,668 301,404 60,104 Generalist RBF Capital LLC 325,000 325,000 325,000 1,555 lndeo< JPMorgan Alternative Asset Management. loc. 285,794 285,794 285,794 601 Hedge Fund Renaissance Technologies LLC Ancora Advisors LLC 247,700 231,539 215,500 456,219 227,252 342,919 20,448 (111,380) 59,911 1,309 Hedge Fund Value Institutional Ownership Summary by Fund Type Squarepoint OPS LLC 225,590 225,590 103,608 121,982 17,744 Hedge Fund VR AdvisoryServices(USA) LLC 186,684 186,684 275 Hedge Fund Institutions No. of Institutions No. of Shares %of InstitutionaI Meteora Capital LLC 179,595 49,388 179,595 540 Hedge Fund AldenGlobal Capital LLC Levin Capital StrategiesLP 178,284 156,938 80,178 178,284 156,938 148 809 Hedge Fund Value Hedge Fund 27 13,884,299 61.5% InvescoCapital Managemert LLC 152,429 151,229 162,676 (10,247) 197,048 Generalist Index 7 3,489,929 15.5% Gabelli FundsLLC Gabelli & Co. Investment Advisers, Inc. SSgA FundsManagement, Inc. 140,395 130,750 129,817 129,817 696,806 140,395 130,750 (566,989) 14,213 541 1,952,015 Generalist Hedge Fund lndeo< Value Generalist 7 40 3,007,947 2,157,118 13.3% 9.6% Total ofTop30 lnstitutioos: 21,484,268 17,957,794 17,171,002 4,313,266 Growth 2 36,775 0.2% Martin Ellis Franklin 8,905,223 8,905,223 8,416,300 488,923 Specialty 1 4,517 <0.1% Irwin David Simon Albert A Manzone 1,262,970 295,737 1,201,545 295,737 1,201,545 214,376 81,361 Total 84 22,580,585 100.0% Ira J Lamel 190,405 174,434 174,434 Jeffrey Robinson 105,610 69,427 69,427 36,183 !Total of Top 5 Insiders: 10,759,945 10,646,366 10,076,082 606,467 Confidential - Analysis and Assumptions Subject to Change Jefferies Jefferies LLC / January 2024 35 Current WORLD Stockholder Overview Top 35 Shareholders as of Q3 2023 Shareholder Base Analysis Investor Breakdown Regional Breakdown Insiders 26% TX 4% Mid-Atlantic 8% Mid-West 10% lnt'I 8% Retail CA 21% 9% Other 12% NY 42% Source: FactSet and Bloomberg. Account holdings are based on 13F filings (as of 9/30/23 or most recent available). Insider holdings based on Proxy and Form 4 filings. (1) 13D filed on January 3, 2024.
Benchmarking WORLD Trading Performance Confidential - Analysis and Assumptions Subject to Change Stock Price Performance - Since SPAC Closing (June 2020) 60.0% 40.0% 20.0% 0.0% (20.0%) (40.0%) (60.0%) (80.0%) Mid-Cap Packaged (2) Mid-Cap Packaged Focds Index comprised of BRBR, UTZ, SMPL, FLO, THS, HAIN, BGS and POST. Jefferies Jefferies LLC / January 2024 38 YTO LTM Since June 2020 11.0% {14.1%) (62.0%) (4.1%) (4.5%) 6.8% (1.6%) 8.5% 4.4% (100.0%) Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 -WORLD Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Ingredients -Mid-Cap Packaged Foods Source: S&P Capital IQ as of January 19, 2024. Note: Indexes are market cap weighted. (1) Ingredients Index comprised of TATE, INGR and SZU.
$5,091 S00- 13% $3,457 ,,fJ Ylers 6% Confidential - Analysis and Assumptions Subject to Change Preliminary Analysis of Selected Public Companies - Financial Benchmarking Ingredients & Sweeteners Mid•Cap Packaged foods ($Millions) 2023E Revenue '22E- '23E Revenue Growth 2023E Gross Margin 2023E EBITDA ,--I ----W-orl-d --··I I----W-o-rld----I· L_! !!s.:.'!! -J l_ .:'!!!:!!'!n -J '22E- '23E 2023E EBITDA Growth EBITDA Margin $11,122 TATEO(LYLE 25% TATEO(LYLE 49% 21% ..,,. l 'f"ers 48% bellnng 20% Simply ,.,?._ 36% $1,359 soo-':w 28% bell11ng 20% 27% Simply 20% 23% TATEO(LVLI: 19% S00-ZUCKER ) $8,299 $1,263 Tr•eello,... ® lngredion ® J· l yJers $7,342 t'> S00-ZUCKER ® lngredion $1,195 1.utz. S00-ZUCKER 35% ...> l YJe·rs $508 t') lngredion 19% ® hO Fooosc, t111c. 17% • 34% TATEO{LYLE $423 bell11ng 17% 15% TreelloW!e TATl:O(LVLI: $2,266 Simply 2.'.! 5% bell11ng 32% Median $2,053 Median 4% Median 30% • $363 !utz. 9% $348 Median 7% 14% ft1...&W!e lngredion Median Median 14% ) r---------------I ; World 30%; bell11ng I ---------------1 7% ; World 14%; $2,053 4% $348 Simply '?.',! hO FootK, htc. lngredion i------------------------------•1 i-------------------· - $1,792 lutz 3% ; World 27%; $317 5% ; World 14%; llO ,INC. llO ,INC. ---------------' belh1ng i---------------1 Simply 2.'.! l.utz. $1,712 ; World 2%; ---------------· 27% $246 .J- l yvers 1% 13% - l.utz. !utz. $1,446 ; World 1% ; 22% $185 ; World (1 %); i---------------· S00- 12% r------------------------------1' • 11% .i.------------,---·' Jefferies Jefferies LLC / January 2024 39 • - $148 Simply '?.',! $1,251 0% 22% TrcclJousc T:n.,"t:Hotu.e ; World (2%); --------------..1 aaoJooos,1111,. i---------------1 - } i---------------, ..,.FJRY'ers ; World $551; (3%) Ingredion 21% ; World $78; TATe&LVLe (7%) 10% ---- · I-------------------------------I.' ---------------- . - C \,! I I • ; World $5461 (5%) 18% : World $781 --------------;J {18%) - 8 Source: S&-P C-a-pit-al-IQ-a-s o-f -Ja-nu-ar-y 1-9,-2-02·4. hO .btC. Tree&W!e