Project Alpine Tax Discussion Materials June 19, 2018 CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Transaction Tax Implications AM GP Share Pric e Exc hange Ratio O ffer Pric e $19.08 1.600x $30.53 AM GP Share Pric e Exc hange Ratio O ffer Pric e $19.08 1.600x $30.53 AM GP Share Pric e Exc hange Ratio O ffer Pric e $19.08 1.600x $30.53 $19.08 1.600x $30.53 Detail of Gains (per Unit) Average O rdinary Gain Average Capital Gain Detail of Gains (per Unit) Average O rdinary Gain Average Capital Gain Detail of Gains (per Unit) Average O rdinary Gain Average Capital Gain $3.37 3.89 $4.83 5.19 $6.56 3.46 $6.56 3.46 Average Assumed Passive Ac tivity Loss ($1.08) Average Assumed Passive Ac tivity Loss ($1.46) Assumed Passive Ac tivity Loss ($1.00) ($1.00) Tax on Gain (per Unit)( 2 ) Federal O rdinary Inc ome Tax Rate Individual M LP Investor Deduc tion Rate Adjusted O rdinary Tax Rate ACA Tax Federal Tax Rate Federal Capital Gains Tax Rate Effec tive State Tax Rate( 3) Tax on Gain (per Unit) Federal O rdinary Inc ome Tax Rate Individual M LP Investor Deduc tion Rate Adjusted O rdinary Tax Rate ACA Tax Federal Tax Rate Federal Capital Gains Tax Rate Effec tive State Tax Rate( 3) Tax on Gain (per Unit) Federal O rdinary Inc ome Tax Rate Individual M LP Investor Deduc tion Rate Adjusted O rdinary Tax Rate ACA Tax Federal Tax Rate Federal Capital Gains Tax Rate Effec tive State Tax Rate( 3) TPH 37.0% 20.0% 29.6% 3.8% 33.4% 23.8% 5.2% Committee 32.0% 20.0% 25.6% 3.8% 29.4% 15.0% 4.6% 37.0% 20.0% 29.6% 3.8% 33.4% 23.8% 5.2% 37.0% 20.0% 29.6% 3.8% 33.4% 23.8% 5.2% PAL Rate PAL Gain Deduc tion 37.0% ($0.40) PAL Rate PAL Gain Deduc tion 37.0% ($0.54) PAL Rate PAL Gain Deduc tion 37.0% ($0.37) 0.0% ($1.00) Tax on O rdinary Gain Effective Ordinary Gain Tax Rate Tax on Capital Gain Effective Capital Gain Tax Rate State Tax O rdinary Inc ome( 3) Effective Ordinary Gain Tax Rate State Tax Capital Gain( 3) Effective Capital Gains Tax Rate $0.72 21.5% $0.93 23.8% $0.17 5.2% $0.20 5.2% Tax on O rdinary Gain Effective Ordinary Gain Tax Rate Tax on Capital Gain Effective Capital Gain Tax Rate State Tax O rdinary Inc ome( 3) Effective Ordinary Gain Tax Rate State Tax Capital Gain( 3) Effective Capital Gains Tax Rate $1.07 22.3% $1.24 23.8% $0.25 5.2% $0.27 5.2% Tax on O rdinary Gain Effective Ordinary Gain Tax Rate Tax on Capital Gain Effective Capital Gain Tax Rate State Tax O rdinary Inc ome( 3) Effective Ordinary Gain Tax Rate State Tax Capital Gain( 3) Effective Capital Gains Tax Rate $1.82 27.8% $0.82 23.8% $0.34 5.2% $0.18 5.2% $1.63 24.9% $0.65 18.8% $0.26 3.9% $0.16 4.6% Total Effective Tax Rate 27.9% Total Effective Tax Rate 28.2% Total Effective Tax Rate 31.6% 27.0% Source: FactSet as of 6/8/18 and Wall Street research. Note: Provided by management. (1) (2) (3) Assumed average passive activity loss and tax on ordinary gain for IPO investor utilizes company provided estimates based on a per unit basis range of $19.00-$22.00. Provided by Committee; TPH column adjusted Committee assumptions to conform tax rates & methodology and Committee column left as is. State income tax based on a weighted average of West Virginia and Ohio income taxes assuming 75% of income is earned in West Virginia and 25% is earned in Ohio. 2 Total Tax on Gain $3.16 $2.70 Total Tax on Gain $2.83 Total Tax on Gain $2.03 Total Gain $10.02 $10.02 Total Gain $10.02 Total Gain $7.26 Average EOY 2017 Tax Basis $20.51 $20.51 Average EOY 2017 Tax Basis $20.51 Average EOY 2017 Tax Basis $23.27 For IPO Investor - IPO Basis(2) For IPO Investor - Average Basis( 1) For Average Unitholder CONFIDENTIAL DRAFT SUBJECT TO CHANGE
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