Exhibit (c)(37)

Project Francis Conflicts Committee of the Board of Directors of Arkose GP LLC Additional Series B Reference Materials September 24, 2018

GRAPHIC

 

Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

GRAPHIC

 

Status Quo: Publicly Disclosed Series B Value vs Optional At-Market Conversion Value (US$ in millions) Multiple: Disclosed Value / At-Market Conversion Value 2.0x 1.7x 1.9x 1.9x 2.3x $ 203 $ 176 30-Jun-17 30-Sep-17 31-Dec-17 31-Mar-18 30-Jun-18 Publicly Disclosed Value Optional At-Market Conversion Value Source: Company filings, Bloomberg market data as of 21-Sep-2018 Note: Excludes Q1 2017 10Q valuation as AMGP IPO occurred May 2017 2 $ 186$ 183 $ 119 $ 90 $ 99 $ 155 $ 90 $ 67

GRAPHIC

 

Pro Forma: At-Market Conversion Value vs. Proposed Deal (US$ in millions) Terms - $ Value Optional At-Market Conversion Value $ 500 $ 450 $ 400 $ 350 $ 300 $ 250 $ 200 $ 348 $ 331 $ 328 $ 321 $ 314 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Optional At-Market Conversion Value - 6% of Market Cap Framework Proposed Fixed Series B Settlement of New GP Shares Difference $ 128 $ 123 $ 140 $ 120 $ 100 $ 80 $ 60 $ 40 $ 20 $ 0 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Differential in Conversion Value Source: Company filings, Bloomberg market data as of 21-Sep-2018 3 $ 107 $ 93 $ 80$ 86 $ 70$ 63 $ 459$ 444 $ 414$ 400$ 421$ 407 $ 372 $ 344 $ 292$ 284$ 300

GRAPHIC

 

Pro Forma: At-Market Conversion Shares vs. Proposed Deal Terms – Share Value Optional At-Market Conversion Shares 24.1 24.0 25.0 23.6 23.0 21.2 20.9 21.0 19.0 17.0 15.0 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Optional At-Market Conversion Shares - 6% of Market Cap Framework Proposed Fixed Series B Settlement of New GP Shares Difference 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Differential in Conversion Shares Source: Company filings, Bloomberg market data as of 21-Sep-2018 4 6.76.7 6.2 4.84.74.9 3.53.9 22.122.122.3 17.35417.35417.35417.35417.35417.35417.35417.354

GRAPHIC

 

Implications of Disclosed Information B Pro Forma Value for Series The Series B optional conversion mechanic is disclosed to the market, which therefore means that investors are able to calculate the conversion value of the Series B units Implications for Conversion Value — AMGP regularly discloses an actuarially-based valuation of the Series B units, which is significantly higher (the “multiplier”) than the conversion value The “multiplier” reflects the incremental value of the imbedded options on projected dividends and future increases in AMGP’s market capitalization attributable to increases in AMGP’s share price and/or share count through December 2026 The “multiplier” has averaged 2.0 over the past five quarters and was 2.0 as of June 30, 2018, reflecting a Series B valuation of $183mm vs. the conversion value of the underlying shares of $90mm $ 814 [2.0]x — — If the pre-deal conversion mechanics can be calculated, investors are able to calculate the conversion value in a pro-forma-combined scenario — After the simplification, investors can also safely assume that the Series B units will be worth more than the conversion value into the underlying shares for the same economic reasons as in status quo (i.e., option on future dividends and market cap increases), and consequently would not be converted The contemplated settlement of the Series B units into 17.35mm shares (worth $300mm as of September 22nd) represents a significant discount to either: –Immediate conversion of the Series B units into the underlying (23.6mm) AMGP shares (worth $407mm at September 22nd); or –The Series B units remain outstanding at a premium valuation to that of the underlying shares (potentially worth $610-$814mm assuming the historical “multiplier” of 1.5-2.0x) Proposed Final Series B Settlement Optional at-Market Conversion Value: 6% Market Cap Hypothetical Disclosed Hypothetical Disclosed Value (@1.5x) Value (@2.0x) In addition, the contemplated settlement of the Series B units facilitated the transition to a traditional C-corp structure with associated governance provisions, which should translate into meaningful economic value Source: Company filings, Bloomberg market data as of 21-Sep-2018 5 [1.5]x$610 $ 407 $ 300

GRAPHIC

 

Appendix A: Supporting Calculations

GRAPHIC

 

Status Quo: Illustrative Optional Series B Conversion Value (US$ in millions, except per unit data or otherwise stated) 30-Jun-17 30-Sep-17 31-Dec-17 31-Mar-18 30-Jun-18 Publicly Dislosed Estimated Value Per Unit of Series B $ 2,042 $ 1,884 $ 1,787 $ 1,574 $ 1,852 Series B Units Outstanding (thousands) 99.5 98.6 98.6 98.6 98.6 20 Day GP VWAP $ 21.46 $ 19.70 $ 18.91 $ 16.83 $ 18.88 (x) Common Shares Outstanding 186 186 186 186 186 GP Market Cap $ 3,995 $ 3,668 $ 3,521 $ 3,133 $ 3,516 (-) $2.0bn Threshold (2,000) (2,000) (2,000) (2,000) (2,000) Equity Value Subject to Series B Take $ 1,995 $ 1,668 $ 1,521 $ 1,133 $ 1,516 (x) Series B Take 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % (x) Units Outstanding 99.5 % 98.6 % 98.6 % 98.6 % 98.6 % (x) Percent Vested 100.0 100.0 100.0 100.0 100.0 (/) Vested Units Outstanding 99.5 98.6 98.6 98.6 98.6 (x) Vested Units Redeemed 99.5 98.6 98.6 98.6 98.6 (/) 20 Day GP VWAP $ 21.46 $ 19.70 $ 18.91 $ 16.83 $ 18.88 Source: Company filings, Bloomberg market data as of 21-Sep-2018 7 Conversion - Common Shares Issued 5.55 5.01 4.76 3.98 4.75 Per Vested B Unit Entitlement $ 1.20 $ 1.00 $ 0.91 $ 0.68 $ 0.91 Total Entitlement $ 119 $ 99 $ 90 $ 67 $ 90 Series B Value $ 120 $ 100 $ 91 $ 68 $ 91 Publicly Disclosed Value $ 203 $ 186 $ 176 $ 155 $ 183

GRAPHIC

 

Pro Forma: Illustrative Optional Conversion Value (US$ in millions, except per share data) Series B 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Market Midstream Unit Price - Spot / Closing $ 26.11 $ 25.89 $ 26.81 $ 30.25 $ 29.52 $ 33.04 $ 29.27 $ 30.05 (/) GP Share Price - Spot / Closing 18.50 15.99 17.22 19.25 18.86 19.22 16.89 17.35 Implied Exchange Ratio Expected from Market - Midstream / GP 1.4114 x 1.6191 x 1.5569 x 1.5714 x 1.5652 x 1.7190 x 1.7330 x 1.7320 x (x) Midstream Units Outstanding (mm) 188.1 188.1 188.1 188.1 188.1 188.1 188.1 188.1 New GP Shares Created (mm) 265.5 304.6 292.9 295.6 294.4 323.4 326.0 325.8 (+) GP Shares Outstanding (mm) 188.1 188.1 188.1 188.1 188.1 188.1 188.1 188.1 Pro Forma GP Shares Outstanding (mm) 453.6 492.7 481.0 483.7 482.6 511.5 514.1 513.9 (x) 20 Day GP VWAP $ 19.82 $ 16.83 $ 16.37 $ 18.11 $ 18.88 $ 19.08 $ 18.50 $ 17.27 Pro Forma GP Market Cap $ 8,993 $ 8,291 $ 7,874 $ 8,761 $ 9,111 $ 9,758 $ 9,513 $ 8,876 (-) $2.0bn Valuation Threshold (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) Equity Value Subject to Series B Take $ 6,993 $ 6,291 $ 5,874 $ 6,761 $ 7,111 $ 7,758 $ 7,513 $ 6,876 (x) Series B Take 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % (x) Units Outstanding 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % (x) Percent Vested 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 (/) Vested Units Outstanding 99 99 99 99 99 99 99 99 (x) Vested Units Redeemed 99 99 99 99 99 99 99 99 (/) 20 Day GP VWAP $ 19.82 $ 16.83 $ 16.37 $ 18.11 $ 18.88 $ 19.08 $ 18.50 $ 17.27 Source: Company filings, Bloomberg market data as of 21-Sep-2018 8 Conversion - Common Shares Issued 20.9 22.1 21.2 22.1 22.3 24.1 24.0 23.6 Per Vested B Unit Entitlement $ 4.20 $ 3.77 $ 3.52 $ 4.06 $ 4.27 $ 4.65 $ 4.51 $ 4.13 Total Entitlement $ 414 $ 372 $ 348 $ 400 $ 421 $ 459 $ 444 $ 407 Series B Value $ 420 $ 377 $ 352 $ 406 $ 427 $ 465 $ 451 $ 413

GRAPHIC

 

Pro Forma: Illustrative Proposed Fixed Series Settlement of New GP Shares (US$ in millions, except per share data) B 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Proposed Shares to Series B (mm) 17.354 17.354 17.354 17.354 17.354 17.354 17.354 17.354 (x) 20 Day GP VWAP $ 19.82 $ 16.83 $ 16.37 $ 18.11 $ 18.88 $ 19.08 $ 18.50 $ 17.27 Differential in Series B Value between Market Price and Proposal $70 $80 $63 $86 $93 $128 $123 $107 Source: Company filings, Bloomberg market data as of 21-Sep-2018 9 Proposed Fixed Settlement Value $ 344 $ 292 $ 284 $ 314 $ 328 $ 331 $ 321 $ 300

GRAPHIC