Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose September 13, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d 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 solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.
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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 1.6121x + $3 per Midstream unit calculated off 1.775x exchange ratio using GP 20-day VWAP as of 4-Sept-2018 (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 1.775x + $0.415 / Unit Special Dist. to Public Two Option Counter Proposal (Agree to Either) (Agree to Either) 18.5mm New GP 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 Upstream Unvested New GP shares received at closing do not accrue New GP 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 Midstream unitholders who receive the all equity consideration of 1.775x New GP shares [] Delaware C-Corp with majority of independent directors elected by public New GP shareholders and no controlled company exceptions New GP board will have staggered board terms Nomination rights and step-downs: Upstream nominating committee to nominate director designees; Upstream 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 [] 2 Water Earn Outs Registration Rights Midstream Vote GP Vote New AMGP Structure, Board, and Governance Pro Forma Distribution Series B Settlement Merger Consideration
Review of Offers to Date Summary of Economic Terms Date Proposal Summary 1 4-Jun-2018 GP Proposal 1.6000x Exchange Ratio (All equity) 2 20-Jul-2018 Revised GP Proposal 1.6500x Exchange Ratio (All equity) 3 12-Aug-2018 Revised GP Proposal 1.7000x Exchange Ratio (All equity) 1.8650x Exchange Ratio (1.7100x + $3.00/unit cash) Person Denver) 4 14-Aug-2018 Revised GP Proposal (In Person Denver) 1.7000x Exchange Ratio (1.5449x + $3/unit cash) Revised GP Proposal (Accepted by Upstream) 5 20-Aug-2018 1.7750x Exchange Ratio (1.6117x + $3/unit cash) 1.7750x Exchange Ratio (1.6145x +$3/unit cash to all Midstream Unitholders), plus $0.415 special distribution to Midstream Public Unitholders 6 30-Aug-2018 Revised GP Proposal Note: Cash component converted to exchange ratio equivalent based on the price date referenced in the respective offers or us ed for negotiations for all offers through 14-Aug-2018; 20 trading day VWAP as of the close prior to the offer date used for subsequent offers. Final mechanism for converting cash component to equity exchange ratio has not yet been settled. 3 Either: 1.775x Exchange Ratio (inclusive of $3/unit cash consideration) plus $0.415 special distribution to Midstream Public Unitholders plus Series B settlement at 1-Sep-2018Revised Midstream Proposal13.5mm shares; or 1.8500x Exchange Ratio to Midstream Public, (consideration mix TBD, but targeting $3/Unit cash credit and $0.415 special distribution) plus Series B settlement at 18.5mm shares 14-Aug-2018Revised Midstream / Upstream Response (In 25-Jul-2018Revised Midstream / Upstream Response1.9100x Exchange Ratio (1.7100x + $3.84/unit cash) 14-Jul-2018Midstream / Upstream Response1.9600x Exchange Ratio (1.7500x + $4/unit cash)
Components of Total Consideration 1.7980 x 1.7750 x 0.0230 x Equity Component Cash Component Total Merger Consideration Special Dividend to Midstream Public Effective Exchange Ratio to Midstream Public 1.8270 x 1.8500 x 0.0230 x Equity Component Cash Component Total Merger Consideration Special Dividend to Midstream Public Effective Exchange Ratio to Midstream Public Source: Bloomberg market data as of 12-Sep-2018 4 1.6604 x $0.415/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP $3/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP 0.1666 x Current Midstream Offer 1.6084 x $0.415/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP $3/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP 0.1666 x Current GP Offer
Summary Present Value of Future Share Price 1.8270x Exchange Ratio (1.6604x Equity + $3 / Unit Cash) + $0.415 Special Dividend to Midstream Public Unitholders Illustrative Pro Forma Trades in Line With Midstream Status Quo Primary Assumptions for Valuation $ 34.58 $ 31.37 $ 30.44 $ 29.73 $ 30.96 $ 28.02 $ 30.96 $ 26.86 $ 26.04 $ 25.63 $ 27.05 $ 24.97 $ 27.05 $ 23.88 $ 25.63 $ 22.47 $ 21.75 $ 22.29 $ 22.29 $ 20.72 $ 19.86 $ 20.72 $ 17.92 $ 17.92 2019 2020 2021 Pro Forma @ 7.25% Yield Status Quo @ 7.0% Yield 2019 2020 2021 Pro Forma @ 8.0% Yield Status Quo @ 7.0% Yield Pro Forma @ 6.25% Yield Status Quo @ 6.0% Yield Pro Forma @ 7.0% Yield Status Quo @ 6.0% Yield Source: Arkose Projections and Bloomberg market data as of 12-Sep-2018 5
Illustrative Analysis at Various Equity Values 1.8270x Exchange Ratio (1.6604x Equity + $3 / Unit Cash) + $0.415 Special Dividend to Midstream Public Unitholders Combined Market Cap - Current Value Approx. Combined Market Cap - Indexed Value² Illustrative Equity Value Before Cash³ (-) Cash Consideration & Special Dividend $ 9,029 (601) $ 9,400 (601) $ 9,800 (601) $ 10,200 (601) $ 10,600 (601) $ 11,000 (601) (+) Pro Forma Net Debt at YE2018 2,387 2,387 2,387 2,387 2,387 2,387 Current Arkose Multiples Implied EV / EBITDA 2019 2020 Metric Midstream GP $ 989 1,222 10.9 x 8.8 11.3 x 9.2 11.7 x 9.5 12.1 x 9.8 12.5 x 10.1 12.9 x 10.5 10.8 x 8.7 NA NA GP Yield Implied Distribution Yield Current 26-Jan Index $ 0.89 1.34 5.4 % 8.2 5.2 % 7.9 5.0 % 7.5 4.8 % 7.2 4.6 % 6.9 4.4 % 6.7 5.0 % 7.6 4.3 % 6.5 2019 2020 Current Equity Multiples / Yields Implied P / DCF 2019 2020 Midstream SHLX HESM NBLX $ 1.59 1.94 10.3 x 8.4 10.7 x 8.8 11.2 x 9.2 11.7 x 9.6 12.2 x 10.0 12.7 x 10.4 11.0 x 9.3 14.5 x 13.3 12.1 x 10.5 9.3 x 8.1 Implied Distribution Yield 2019 2020 $ 1.21 1.66 7.4 % 10.2 7.1 % 9.8 6.8 % 9.3 6.5 % 9.0 6.3 % 8.6 6.0 % 8.3 7.3 % 9.4 7.7 % 8.3 7.2 % 8.3 6.4 % 7.7 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 12-Sep-2018 Note: Analysis assumes 18.5mm shares issued to Series B. 1 PV10 calculated based on midyear convention and discounted to 30-Jun-2018. PV10 of residual step up calculated from PWC/Arkose provided depreciation schedule for step up in tax basis assuming 1.8270x merger consideration exchange ratio and share/unit prices as of 6-Sep-2018; analysis assumes 25.3% tax rate. 2 Indexed value reflects illustrative market cap based on GP and Midstream prices indexed to the AMZ since 26-Jan-2018, the last trading day prior to the announcement of a strategic review. 3 Arkose status quo equity value based on combined Midstream diluted equity value, market implied Series B value, and GP equity value. Pro forma share count includes LTIP. 6 Selected High Growth MLPs (with IDRs) 18-20 CAGR29 %11 %15 %20 % Pro Forma 18-20 CAGR58 % Status Quo Implied Enterprise Value at Close$ 10,815$ 11,186$ 11,586$ 11,986$ 12,386$ 12,786 Implied Share Price $16.30$17.02 $17.79$18.56$19.34$20.11 PV10 of Residual Step Up in Tax Basis at End of Forecast: $479mm1 Illustrative PF Equity Value$ 8,428$ 8,799$ 9,199$ 9,599$ 9,999$ 10,399 PV10 of 2019-2022 Cash Tax Savings: ~$289mm1 Current GP Price: $ 17.58
Appendix A: Additional Reference Materials
Determining Arkoses Overall Status ($ in millions, except per share / unit data) Quo Yield Calculation of Combined Equity Value Calculation of Yield AMZ Indexed From 26-Jan Based on Current Prices Based on 26-Jan Index Current Close 2019 2020 2019 2020 Midstream Unit Price (/) LP DCF $ 30.18 2.76 $ 30.18 3.24 $ 30.96 $ 30.96 Basic Midstream Units (+) Midstream LTIP 187 1 Midstream Diluted Unit Count (x) Midstream Unit Price 188 $ 30.18 Midstream LP DPU (/) Midstream Unit Price $ 2.21 30.18 $ 2.85 30.18 $ 30.96 30.96 30.96 Current Premium (Discount) to Index GP Shares (+) Series B Converted Shares¹ (3)% 186 5.3 186 4.4 GP Diluted Share Count (x) GP Share Price 191 $ 17.58 191 $ 20.58 GP DPS (/) GP Share Price $ 0.89 17.58 $ 1.34 17.58 20.58 20.58 Current Premium (Discount) to Index (15)% 19-20 Average Yield Distributable Cash Flow² Distributed Cash³ 6.3 % $ 795 591 5.4 % $ 950 802 Current Premium (Discount) to Index (8)% Net Debt (Incl. Water Drop) 1,611 1,611 EBITDA $ 989 $ 1,222 Source: Arkose Projections and Bloomberg market data as of 12-Sep-2018 Note: Share counts based on 2Q2018 Midstream and GP 10-Qs. 1 Current Close based on 20-day VWAP; Indexed Series B values based on GP status quo market cap and status quo Series B conversion. 2 Based on total DCF at Midstream, excluding taxes at GP. 3 Based on distributions to LPs at Midstream, distributions to Series B unitholders, and dividends to GP shareholders. Additional Reference Materials 8 11.5 x9.3 x EV/EBITDA10.8 x8.7 x Enterprise Value$10,640$11,376 12.3 x10.3 x 6.1 %8.2 % Implied Equity Value / Total DCF11.4 x9.5 x Implied Distribution Yield6.5 %8.9 % Arkose GP Diluted Equity Value$ 9,029$ 9,765 4.3 %6.5 % Implied Yield5.0 %7.6 % GP Diluted Equity Value$ 3,352$ 3,940 7.1 %9.2 % Implied Yield7.3 %9.4 % Midstream Diluted Equity Value$ 5,677$ 5,824 Midstream P/LP DCF11.0 x9.3 x11.2 x9.5 x
YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed Based on GP Peak (26-Jan-2018) GP Midstream $ 36.00 $ 24.00 $ 34.00 $ 22.00 $ 32.00 $ 30.96 $ 30.18 $ 20.58 $ 30.00 $ 20.00 $ 28.00 $ 18.97 $ 18.00 $ 26.00 $ 24.00 $ 17.58 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Mar-2018 May-2018 Aug-2018 Jan-2018 Mar-2018 May-2018 Aug-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (22-Aug) Source: Bloomberg market data as of 12-Sep-2018 9 Additional Reference Materials
Historical NTM Last Two Years Dividend Yield 8.0 % 7.5 % 7.0 % 6.9 % 6.1 % 6.0 % 4.6 % 4.0 % 2.0 % 0.0 % Sep-2016 Jan-2017 May-2017 Sep-2017 Jan-2018 May-2018 Sep-2018 Midstream GP Noble Midstream Hess Midstream Shell Midstream Source: Bloomberg market data as of 12-Sep-2018 10 Additional Reference Materials NTM-Time Weighted Div Yield
Illustrative GP / Midstream Contribution ($ in millions) Analysis Arkose GP Common Shares Breakeven Exchange Ratio (GP Perspective)¹ IDR LLC Series B Midstream LP Unitholders Ratio of Observed Market Cap Current Market Cap (Spot) $ 3,274 $ 78 $ 5,677 1.642 x 20 Trading Day VWAP Based Market Cap 3,354 108 5,824 1.652 Illustrative GP $19 Share Price 3,538 80 5,690 1.516 Current Market Cap (Spot) $ 3,274 $ 78 $ 5,966 1.729 x 20 Trading Day VWAP Based Market Cap 3,354 108 6,113 1.738 Illustrative GP $19 Share Price 3,538 80 5,979 1.597 Current Market Cap (Spot) $ 3,274 $ 78 $ 6,445 1.874 x 20 Trading Day VWAP Based Market Cap 3,354 108 6,592 1.879 Illustrative GP $19 Share Price 3,538 80 6,458 1.731 1.827 x 1.775 x GP Series B Midstream Source: Arkose Projections and Bloomberg market data as of 12-Sep-2018 1 Calculated assuming fixed 18.5mm shares issued to retire Series B units and exchange ratio to Midstream required to set GPs pro forma ownership equal to its portion of market capitalization. 11 Additional Reference Materials Equity Various Exc. 34.6 % 3.4 % 62.0 % 34.0 % 3.4 % 62.7 % New AMGP Ownership at Ratios 35.1 % 0.8 % 64.1 % 33.4 % 1.1 % 65.6 % 33.4 % 0.8 % 65.8 % Observed Equity Value Plus PV10 of All Tax Synergies (Added to Midstream) 36.9 % 0.8 % 62.3 % 35.0 % 1.1 % 63.8 % 35.1 % 0.8 % 64.0 % Observed Equity Value Plus PV10 of Near Term Tax Synergies (Added to Midstream) 38.0 % 0.9 % 61.1 % 36.1 % 1.2 % 62.7 % 36.3 % 0.9 % 62.9 % Observed Equity Value GP / Midstream Spot Price: $17.58 / 30.18 GP / Midstream VWAP: $18.01 / $30.25