PRELIMINARY CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC of the Board of Directors of Arkose August 30, 2018 STRICTLY PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking clie nt of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the compani es named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advi ce.
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PRELIMINARY CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY Summary of New AMGP Value Illustrative $10bn Equity Value Before Cash Consideration Midstream Perspective Upstream Perspective GP Perspective Series B Perspective Value Gap $(58) $ 3,452 $ 3,341 $ 3,325 $ 3,261 GP Offer: 1.775 x Midstream Offer: 1.865x Each with $3 / unit cash credit against exchange ratio $ 343 $ 332 GP Offer Midstream Offer GP Offer Midstream Offer GP Offer Midstream Offer GP Offer Midstream Offer Equity Component Cash Component Source: Bloomberg market data as of 24-Aug-2018 2 $ 2,944$ 3,002$ 297$ 297 $ 268$ 268 $ 2,964$ 3,029 $ 2,676$ 2,734
PRELIMINARY CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY Adjusted GP Offer and Economic Impact Illustrative $10bn Equity Value Before Cash Pool Midstream Perspective¹ Upstream Perspective GP Perspective Series B Perspective Adjustment Impact $ 29 $(9) $(9) $(11) Deal Terms: 1.775 Exchange Ratio (with $3 per unit cash credit) Pre-close Special Dividend to Midstream Public Unitholders only of $0.415 per Midstream Unit $ 3,452 $ 3,441 Series B Settlement: original vesting schedule and no dividend accrual during unvested period (e.g. 1/3 has 4 quarter dividend holiday) $ 343 $ 334 GP Offer As Adjusted GP Offer As Adjusted GP Offer As Adjusted GP Offer As Adjusted Equity Component Cash Component Source: Bloomberg market data as of 24-Aug-2018 ¹ Incremental cash consideration due to one-time special dividend on 89mm Midstream units. 3 $ 3,261$ 3,252 $ 2,944$ 2,972$ 297$ 297 $ 268$ 307 $ 2,964$ 2,955 $ 2,676$ 2,665
PRELIMINARY CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY Status of Key Transaction Components Transaction Terms GP Series B AR S.C. AM S.C. 1.775x with $3 per unit cash credit against exchange ratio Implies aggregate consideration of 1.617x + $3 per AM unit calculated off 1.775x exchange ratio using GP 20-day VWAP (assumption in favor of AM) Cash-stock election mechanic (details to be refined) such that the fixed share and cash pools are distributed in full to AM unitholders $0.415 special cash distribution to AM public unitholders at close ? 18.5mm New AMGP shares Original vesting schedule and consequences for accrued Series B distributions, except as noted below No accelerated vesting for any Series B unitholder Not subject to performance metrics at AR Unvested New AMGP shares received at closing do not accrue New AMGP dividends (i.e., estimated four quarters of foregone dividend accruals on final tranche) Forfeiture of Series B settlement shares if holder leaves prior to vesting (i.e, no reallocation of settlement shares to other Series B holders) [] Communicate to investors at transaction announcement intention to keep Midstream distribution whole for 1 year (four quarters) for AM unitholders who receive the equity consideration of 1.775x New AMGP shares [] Delaware C-Corp with majority of independent directors elected by public New AMGP shareholders and no controlled company exceptions New AMGP board will have staggered board terms Nomination rights and step-downs: AR nominating committee to nominate director designees; AR to have proportionate step-down rights as sponsors [] [] <<< In final negotiations >>> [] Yes, vote of majority of unaffiliated shareholders to approve [] Yes, vote of majority of unaffiliated unitholders to approve Upstream, sponsors, and Series B unitholders to have registration rights equivalent to their existing rights [] [] No acceleration of water earn outs 4 Water Earn Outs Registration Rights Midstream Vote GP Vote New AMGP Structure, Board, and Governance Pro Forma Distribution Series B Settlement Merger Consideration
PRELIMINARY CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY Appendix A: Additional Reference Materials
PRELIMINARY CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY Summary of Value Distribution At Various Exchange Ratios (Shares and $ in millions, except per share data) Pro Forma Ownership Summary Assumed Equity Value ($mm) (-) Cash Consideration $ 10,000 (564) Pro Forma Equity Cash Consideration Per Share (/) GP 20-Trading Day VWAP $ 9,436 $ 3.00 19.01 Exchange Ratio Credit for Cash Consideration 0.158 x Illustrative All In Exchange Ratios Bid-Ask Midpoint Ask All In Exchange Ratio (-) Cash Equivalent 1.775 x (0.158) 1.865 x (0.158) Equity Component Pro Forma Share Count Midstream Public¹ Upstream Series B GP Common Shares 1.617 x 1.707 x Status Quo Metric 89 99 NA 186 144.3 159.9 18.5 186.2 152.4 168.8 18.5 186.2 Value Received Midstream Public Upstream Series B GP Value to Paul and Glen Series B Settlement Exhange of Midstream Units Existing Interest in GP Common Shares Ask - Mid $ 2,944 3,325 64 (11) (111) 332 3,341 Status Quo Metric 81 % 0.5 34.9 $ 278 17 648 $ 269 17 627 $(9) 0 (21) Source: Company filings 1 Includes Midstreams LTIP. 6 Additional Reference Materials Total Value $ 943 $ 913 $(29) Target value 3,261 343 3,452 $ 3,002 $ 58 Pro Forma Shares Outstanding 508.9 525.9 Implied Pro Forma Share Price $ 18.54 $ 17.94