Project Alpine Special Committee Supplemental Materials June 30, 2018 CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Prior vs. Current Since June 28, 2018 Special Committee Meeting Adjusted SQ AM 2018E distribution / unit to reflect the sum of the distributions for Q3 & Q4 2018E Prior materials utilized one half of the 2018E distribution (current at $0.91 vs. prior at $0.86) 2 CONFIDENTIAL DRAFT SUBJECT TO CHANGE
I. AMGP Proposal 3 CONFIDENTIAL DRAFT SUBJECT TO CHANGE
After-Tax Distribution For Average Unitholder Calculation Detail For AMGP Proposal $391 $989 $1,222 $1,413 $1,642 EBITDA - Interest Expense EBITDA - Distributions from Unconsolidated Affiliates + Equity in Earnings of Unconsolidated Affiliates - Equity Based Compensation - Interest Expense - Depreciation of Goodwill and Current Assets - Additional Depreciation from Step Up in Basis - Capex Expense for Tangible Assets - Interest Expense Add-back $391 ($27) $27 ($23) (37) (350) (27) (133) 0 $989 ($88) $87 ($48) (90) (670) (179) (164) 0 $1,222 ($141) $119 ($41) (110) (602) (287) (176) 0 $1,413 ($168) $134 ($33) (126) (560) (281) (352) 0 $1,642 ($196) $157 ($35) (124) (548) (204) (352) 12 ($38) ($90) ($114) ($132) ($143) - IDR Distributions ($82) ($237) ($357) ($464) ($592) - Distributions from Unc onsolidated Affiliates ($27) ($88) ($141) ($168) ($196) + Equity in Earnings of Unc onsolidated Affiliates $27 $87 $119 $134 $157 - Equity Based Compensation ($23) ($48) ($41) ($33) ($35) Taxable Income Before NOLs ($179) ($162) ($17) $27 $344 248 613 688 750 833 Taxable Income Before Tax Depreciation - NOLs applied from previous years $0 $0 $0 ($21) ($275) O versubc ription 103% 103% 103% 103% 103% Taxable Income ($179) ($162) ($17) $5 $69 AMGP Taxable Income + NOL Utilization - Payment of Income Taxes +/-Change in depreciation (MACRS vs ADS SL) + Tangible Asset Capex ($179) - - (8) 133 ($162) - - 32 164 ($17) - - 64 176 $5 21 1 16 352 $69 275 17 (35) 352 256 631 708 772 858 Taxable Income Before Tax Depreciation Tax Deprec iation (253) (588) (642) (648) (644) Net Income 3 43 66 124 214 Current Earnings & Profits Current Dist. from AMGP to Shareholders Qualified Dividend? Return of Capital(1) Qualified Dividend(2) Partial Return of Capital(3) Percentage RoC Percentage QD ($54) 329 RoC 329 - - 100% 0% $34 698 Cum E&P - 34 663 95% 5% $223 900 Cum E&P - 223 677 75% 25% $393 1,080 Cum E&P - 393 687 64% 36% $643 1,296 Cum E&P - 643 653 50% 50% AM Shares Outstanding 188.1 188.1 188.1 188.1 188.1 Taxable Income / Unit (Net of PAL) $0.00 $0.00 $0.01 $0.02 $0.04 Average Tax Basis per Unit $23.27 $21.57 $19.61 $17.11 $14.35 Less: Return of Capital per Unit(1) Average EoY Basis per Unit ($1.70) ($1.96) ($2.50) ($2.76) ($2.96) $21.57 $19.61 $17.11 $14.35 $11.39 Income Tax Taxable Income / Unit (Net of PAL) $0.00 $0.00 $0.01 $0.02 $0.04 Tax Basis/Share - Return of Capital $19.11 ($0.65) $18.46 ($1.31) $17.15 ($1.34) $15.81 ($1.36) $14.45 ($1.29) Income Tax Rate 29.6% 29.6% 29.6% 29.6% 29.6% EoY Basis $18.46 $17.15 $15.81 $14.45 $13.16 Tax / Unit $0.00 ($0.00) ($0.00) ($0.01) ($0.01) Implied Tax Rate -% 1% 6% 9% 12% Tax Adjusted Implied XR 1.493x 1.493x 1.493x 1.493x 1.493x Source: Management projections and FactSet as of 6/21/18. 4 (1) (2) (3) Return of capital per share / unit calculated as the total distributions to holders when Current Earnings & Profits are less than 0. Qualified dividend calculated as equal to the lesser of Current Earnings & Profits or Distributions to Shareholder assuming Current Earnings & Profit is greater than 0. Partial Return of Capital is calculated as the difference between Distributions to Shareholders and Current Earnings & Profit s assuming Qualified Dividends are applicable. PF After Tax AM Dividend X R Adjusted Share $0.71 $2.04 $2.50 $2.91 $3.38 After-Tax PF AMGP Dividend Per Share $0.48 $1.36 $1.68 $1.95 $2.26 After Tax AM Distibution Per LP Unit $0.91 $2.21 $2.85 $3.41 $4.09 Return of Capital Taxes $0.00 $0.00 $0.00 $0.00 $0.00 Qualified Dividend Taxes $0.00 $0.02 $0.11 $0.19 $0.30 Before Tax PF AMGP Dividend Per Share $0.48 $1.38 $1.78 $2.14 $2.56 Total Tax per Share $-$0.02 $0.11 $0.19 $0.30 Income Taxes / Unit $0.00 $0.00 $0.00 $0.01 $0.01 Before Tax AM Distibution Per LP Unit $0.91 $2.21 $2.85 $3.42 $4.10 Shares Outstanding 505.6 505.6 505.6 505.6 505.6 PF AMGP After-Tax Dividend Calculation 2H 2018 2019E 2020E 2021E 2022E SQ AM After-Tax Distribution Calculation 2H 2018 2019E 2020E 2021E 2022E CONFIDENTIAL DRAFT SUBJECT TO CHANGE
After-Tax Dividend Distribution Analysis AMGP Proposal | AR Base Case | Valuation Effective Date: 6/30/2018 AM: Discounted Distribution Analysis Distributions Attributable to LP Unitholders PF AMGP: Discounted Distribution Analysis XR Adjusted PF AMGP Implied Share Price | 1.493x 8.0% 7.0% 6.0% 7.0% 6.0% 5.0% 8.0% 10.0% 12.0% 8.0% 10.0% 12.0% Discounted Distribution Analysis Supplemental Calculation Detail(1,2) Discounted Distribution Analysis Supplemental Calculation Detail(2) LP Distribution Per Unit Discount Factor PV of LP Dist. per Unit $0.91 0.953 $0.87 $2.21 0.866 $1.91 $2.85 0.787 $2.24 $3.41 0.716 $2.44 $4.10 PF AMGP BT Dist. per Share PF AMGP AT Dist. per Share Discount Factor PV of PF AMGP Dist.per Share $2.56 $0.48 0.953 $0.45 $1.36 0.866 $1.18 $1.68 0.787 $1.32 $1.95 0.716 $1.40 Terminal Yield 7.0% Terminal Yield 6.0% Tax Calculation: Average Purchase Price Existing RoC $26.64 ($3.37) Tax Calculation: Average Purchase Price Acquiror Share Price $30.58 $19.11 Beginning Tax Basis $23.27 Beginning Tax Basis $19.11 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E 2020E 2021E 2022E Beg. Avg. Tax Basis / Unit Less: Return of Capital / Unit $23.27 (1.70)(3) $21.57 (1.96) $19.61 (2.50) $17.11 (2.76) $14.35 Beg. Avg. Tax Basis / Share Less: Return of Capital / Share $19.11 ($0.65) $18.46 ($1.31) $17.15 ($1.34) $15.81 ($1.36) $14.45 Avg. EOY Basis / Unit $21.57 $19.61 $17.11 $14.35 Avg. EOY Basis / Share $18.46 $17.15 $15.81 $14.45 Implied Terminal Value per Unit Capital Gain Ordinary Gain $42.72 $23.61 $4.66 Implied Terminal Value per Unit Capital Gain Ordinary Gain $58.57 $31.93 $12.29 Total Tax on Gain per Unit Tax on Ordinary Gain - 40.8% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% Average Assumed Passive Activity Loss at YE 2021 ($0.14) $1.90 5.62 0.24 1.22 Total Tax on Gain per Unit Tax on Ordinary Gain - 33.4% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% $4.25 7.60 0.64 1.66 Total Effective Tax Rate After-Tax Future Value per Share Terminal Disc. Factor 31.8% $33.74 0.683 Total Effective Tax Rate After-Tax Future Value per Unit Terminal Disc. Factor 32.0% $44.43 0.683 Exchange Ratio 1.493x Source: Management projections and FactSet as of 6/21/18. Note: Tax calculations provided by Management. Ordinary gain tax rate for AM accounts for Federal ordinary income tax rate of 37%, individual MLP investor deduction rate of 20% and 3.8% ACA tax rate. Ordinary gain tax rate for PF AMGP accounts for Federal ordinary income tax rate of 37% and 3.8% ACA tax rate. 5 (1) (2) (3) Assumed passive activity loss and tax on ordinary gain for IPO investor utilizes company provided estimates. State tax rate determined by using a weighted average of 50 state income tax rates and median federal taxable income brackets for married and single filers. Return of Capital / Unit (Share) for full year 2018. Implied Present Value per Unit$37.81 XR Adjusted Implied Present Value per Unit $40.88 Implied Present Value per Share $27.38 Total Tax on Gain$14.14 Total Tax on Gain $8.99 Total Gain$44.22 Total Gain $28.27 Implied Terminal Value per Share $42.72 Implied Terminal Future Value per Unit$58.57 Disc. PF AMGP Dist. Total $4.35 Disc. LP Dist. Total$7.47 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E2020E2021E2022E $39.04 $43.79 $50.45 $36.47 $40.88 $47.07 $34.11 $38.22 $43.97 Discount Rate $36.63 $40.45 $45.54 $34.26 $37.81 $42.54 $32.09 $35.39 $39.79 Discount Rate 2022E Distribution Y ield 2022E Distribution Y ield CONFIDENTIAL DRAFT SUBJECT TO CHANGE
After-Tax Dividend Distribution Analysis AMGP Proposal | AR Downside Volumes Case | Valuation Effective Date: 6/30/2018 AM: Discounted Distribution Analysis Distributions Attributable to LP Unitholders PF AMGP: Discounted Distribution Analysis XR Adjusted PF AMGP Implied Share Price | 1.493x 8.0% 7.0% 6.0% 7.0% 6.0% 5.0% 8.0% 10.0% 12.0% 8.0% 10.0% 12.0% Discounted Distribution Analysis Supplemental Calculation Detail(1,2) Discounted Distribution Analysis Supplemental Calculation Detail(2) LP Distribution Per Unit Discount Factor PV of LP Dist. per Unit $0.86 0.953 $0.82 $2.14 0.866 $1.86 $2.58 0.787 $2.03 $2.96 0.716 $2.12 $3.42 PF AMGP BT Dist. per Share PF AMGP AT Dist. per Share Discount Factor PV of PF AMGP Dist.per Share $1.95 $0.44 0.953 $0.42 $1.17 0.866 $1.02 $1.50 0.787 $1.18 $1.60 0.716 $1.15 Terminal Yield 7.0% Terminal Yield 6.0% Tax Calculation: Average Purchase Price Existing RoC $26.64 ($3.37) Tax Calculation: Average Purchase Price Acquiror Share Price $30.58 $19.11 Beginning Tax Basis $23.27 Beginning Tax Basis $19.11 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E 2020E 2021E 2022E Beg. Avg. Tax Basis / Unit Less: Return of Capital / Unit $23.27 $21.56 (2.15) $19.41 (2.50) $16.91 (2.78) $14.14 Beg. Avg. Tax Basis / Share Less: Return of Capital / Share $19.11 ($0.61) $18.50 ($1.17) $17.33 ($1.11) $16.22 ($1.07) $15.15 (3) (1.72) Avg. EOY Basis / Unit $21.56 $19.41 $16.91 $14.14 Avg. EOY Basis / Share $18.50 $17.33 $16.22 $15.15 Implied Terminal Value per Unit Capital Gain Ordinary Gain $32.43 $13.32 $3.96 Implied Terminal Value per Unit Capital Gain Ordinary Gain $48.86 $22.22 $12.50 Total Tax on Gain per Unit Tax on Ordinary Gain - 40.8% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% Average Assumed Passive Activity Loss at YE 2021 ($1.55) $1.62 3.17 0.21 0.69 Total Tax on Gain per Unit Tax on Ordinary Gain - 33.4% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% $5.72 5.29 0.65 1.15 Total Effective Tax Rate After-Tax Future Value per Share Terminal Disc. Factor 32.9% $26.74 0.683 Total Effective Tax Rate After-Tax Future Value per Unit Terminal Disc. Factor 36.9% $36.04 0.683 Exchange Ratio 1.493x Source: Management projections and FactSet as of 6/21/18. Note: Tax calculations provided by Management. Ordinary gain tax rate for AM accounts for Federal ordinary income tax rate of 37%, individual MLP investor deduction rate of 20% and 3.8% ACA tax rate. Ordinary gain tax rate for PF AMGP accounts for Federal ordinary income tax rate of 37% and 3.8% ACA tax rate. 6 (1) (2) (3) Assumed passive activity loss and tax on ordinary gain for IPO investor utilizes company provided estimates. State tax rate determined by using a weighted average of 50 state income tax rates and median federal taxable income brackets for married and single filers. Return of Capital / Unit (Share) for full year 2018. Implied Present Value per Unit$31.44 XR Adjusted Implied Present Value per Unit $32.88 Implied Present Value per Share $22.02 Total Tax on Gain$12.81 Total Tax on Gain $5.68 Total Gain$34.72 Total Gain $17.28 Implied Terminal Value per Share $32.43 Implied Terminal Future Value per Unit$48.86 Disc. PF AMGP Dist. Total $3.76 Disc. LP Dist. Total$6.83 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E2020E2021E2022E $31.59 $35.20 $40.25 $29.52 $32.88 $37.57 $27.63 $30.75 $35.12 Discount Rate $30.42 $33.61 $37.86 $28.48 $31.44 $35.39 $26.69 $29.45 $33.12 Discount Rate 2022E Distribution Y ield 2022E Distribution Y ield CONFIDENTIAL DRAFT SUBJECT TO CHANGE
II. Potential Counterproposal 7 CONFIDENTIAL DRAFT SUBJECT TO CHANGE
After-Tax Distribution For Average Unitholder Calculation Detail For Potential Counterproposal $391 $989 $1,222 $1,413 $1,642 EBITDA - Interest Expense EBITDA - Distributions from Unconsolidated Affiliates + Equity in Earnings of Unconsolidated Affiliates - Equity Based Compensation - Interest Expense - Depreciation of Goodwill and Current Assets - Additional Depreciation from Step Up in Basis - Capex Expense for Tangible Assets - Interest Expense Add-back $391 ($27) $27 ($23) (47) (386) (27) (133) 0 $989 ($88) $87 ($48) (108) (740) (179) (164) 0 $1,222 ($141) $119 ($41) (129) (674) (287) (176) 0 $1,413 ($168) $134 ($33) (146) (631) (281) (352) 0 $1,642 ($196) $157 ($35) (116) (619) (204) (352) 40 ($38) ($90) ($114) ($132) ($143) - IDR Distributions ($82) ($237) ($357) ($464) ($592) - Distributions from Unc onsolidated Affiliates ($27) ($88) ($141) ($168) ($196) + Equity in Earnings of Unc onsolidated Affiliates $27 $87 $119 $134 $157 - Equity Based Compensation ($23) ($48) ($41) ($33) ($35) Taxable Income Before NOLs ($224) ($251) ($108) ($64) $310 248 613 688 750 833 Taxable Income Before Tax Depreciation - NOLs applied from previous years $0 $0 $0 $0 ($248) O versubc ription 103% 103% 103% 103% 103% Taxable Income ($224) ($251) ($108) ($64) $62 AMGP Taxable Income + NOL Utilization - Payment of Income Taxes +/-Change in depreciation (MACRS vs ADS SL) + Tangible Asset Capex ($224) - - (8) 133 ($251) - - 32 164 ($108) - - 64 176 ($64) - - 16 352 $62 248 16 (35) 352 256 631 708 772 858 Taxable Income Before Tax Depreciation Tax Deprec iation (253) (588) (642) (648) (644) Net Income 3 43 66 124 214 Current Earnings & Profits Current Dist. from AMGP to Shareholders Qualified Dividend? Return of Capital(1) Qualified Dividend(2) Partial Return of Capital(3) Percentage RoC Percentage QD ($99) 322 RoC 322 - - 100% 0% ($55) 682 RoC 682 - - 100% 0% $132 883 Cum E&P - 132 751 85% 15% $304 1,064 Cum E&P - 304 760 71% 29% $611 1,279 Cum E&P - 611 669 52% 48% AM Shares Outstanding 188.1 188.1 188.1 188.1 188.1 Taxable Income / Unit (Net of PAL) $0.00 $0.00 $0.01 $0.02 $0.04 Average Tax Basis per Unit $23.27 $21.57 $19.61 $17.11 $14.35 Less: Return of Capital per Unit(1) Average EoY Basis per Unit ($1.70) ($1.96) ($2.50) ($2.76) ($2.96) $21.57 $19.61 $17.11 $14.35 $11.39 Income Tax Taxable Income / Unit (Net of PAL) $0.00 $0.00 $0.01 $0.02 $0.04 Tax Basis/Share - Return of Capital $19.11 ($0.61) $18.50 ($1.30) $17.20 ($1.43) $15.76 ($1.45) $14.31 ($1.28) Income Tax Rate 29.6% 29.6% 29.6% 29.6% 29.6% EoY Basis $18.50 $17.20 $15.76 $14.31 $13.04 Tax / Unit $0.00 ($0.00) ($0.00) ($0.01) ($0.01) Implied Tax Rate -% -% 3% 7% 11% Exchange Ratio 1.700x 1.700x 1.700x 1.700x 1.700x Source: Management projections and FactSet as of 6/21/18. 8 (1) (2) (3) Return of capital per share / unit calculated as the total distributions to holders when Current Earnings & Profits are less than 0. Qualified dividend calculated as equal to the lesser of Current Earnings & Profits or Distributions to Shareholder assuming Current Earnings & Profit is greater than 0. Partial Return of Capital is calculated as the difference between Distributions to Shareholders and Current Earnings & Profit s assuming Qualified Dividends are applicable. PF After Tax AM Dividend X R Adjusted Share $0.76 $2.21 $2.76 $3.21 $3.68 After-Tax PF AMGP Dividend Per Share $0.44 $1.30 $1.62 $1.89 $2.16 After Tax AM Distibution Per LP Unit $0.91 $2.21 $2.85 $3.41 $4.09 Return of Capital Taxes $0.00 $0.00 $0.00 $0.00 $0.00 Qualified Dividend Taxes $0.00 $0.00 $0.06 $0.14 $0.28 Before Tax PF AMGP Dividend Per Share $0.44 $1.30 $1.68 $2.03 $2.44 Total Tax per Share $-$- $0.06 $0.14 $0.28 Income Taxes / Unit $0.00 $0.00 $0.00 $0.01 $0.01 Before Tax AM Distibution Per LP Unit $0.91 $2.21 $2.85 $3.42 $4.10 Shares Outstanding 524.4 524.4 524.4 524.4 524.4 PF AMGP After-Tax Dividend Calculation 2H 2018 2019E 2020E 2021E 2022E SQ AM After-Tax Distribution Calculation 2H 2018 2019E 2020E 2021E 2022E CONFIDENTIAL DRAFT SUBJECT TO CHANGE
After-Tax Dividend Distribution Analysis Potential Counterproposal | AR Base Case | Valuation Effective Date: 6/30/2018 AM: Discounted Distribution Analysis Distributions Attributable to LP Unitholders PF AMGP: Discounted Distribution Analysis XR Adjusted PF AMGP Implied Share Price | 1.700x 8.0% 7.0% 6.0% 7.0% 6.0% 5.0% 8.0% 10.0% 12.0% 8.0% 10.0% 12.0% Discounted Distribution Analysis Supplemental Calculation Detail(1,2) Discounted Distribution Analysis Supplemental Calculation Detail(2,3) 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E 2020E 2021E 2022E LP Distribution Per Unit Discount Factor PV of LP Dist. per Unit $0.91 0.953 $0.87 $2.21 0.866 $1.91 $2.85 0.787 $2.24 $3.41 0.716 $2.44 $4.10 PF AMGP BT Dist. per Share PF AMGP AT Dist. per Share Discount Factor PV of PF AMGP Dist.per Share $2.44 $0.44 0.953 $0.42 $1.30 0.866 $1.13 $1.62 0.787 $1.28 $1.89 0.716 $1.35 Terminal Yield 7.0% Terminal Yield 6.0% Tax Calculation: Average Purchase Price Existing RoC $26.64 ($3.37) Tax Calculation: Average Purchase Price Acquiror Share Price $35.99 $19.11 Beginning Tax Basis $23.27 Beginning Tax Basis $19.11 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E 2020E 2021E 2022E Beg. Avg. Tax Basis / Unit Less: Return of Capital / Unit $23.27 $21.57 (1.96) $19.61 (2.50) $17.11 (2.76) $14.35 Beg. Avg. Tax Basis / Share Less: Return of Capital / Share $19.11 ($0.61) $18.50 ($1.30) $17.20 ($1.43) $15.76 ($1.45) $14.31 (1.70) 4) ( Avg. EOY Basis / Unit $21.57 $19.61 $17.11 $14.35 Avg. EOY Basis / Share $18.50 $17.20 $15.76 $14.31 Implied Terminal Value per Unit Capital Gain Ordinary Gain $40.66 $21.55 $4.80 Implied Terminal Value per Unit Capital Gain Ordinary Gain $58.57 $31.93 $12.29 Average Assumed Passive Activity Loss at YE 2021 ($0.14) Total Tax on Gain per Unit Tax on Ordinary Gain - 40.8% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% $1.96 5.13 0.25 1.12 Total Tax on Gain per Unit Tax on Ordinary Gain - 33.4% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% $4.25 7.60 0.64 1.66 Total Effective Tax Rate After-Tax Future Value per Share Terminal Disc. Factor 32.1% $32.21 0.683 Total Effective Tax Rate After-Tax Future Value per Unit Terminal Disc. Factor 32.0% $44.43 0.683 Exchange Ratio 1.700x Source: Management projections and FactSet as of 6/21/18. Note: Tax calculations provided by Management. Ordinary gain tax rate for AM accounts for Federal ordinary income tax rate of 37%, individual MLP investor deduction rate of 20% and 3.8% ACA tax rate. Ordinary gain tax rate for PF AMGP accounts for Federal ordinary income tax rate of 37% and 3.8% ACA tax rate. (1) (2) (3) (4) Assumed passive activity loss and tax on ordinary gain for IPO investor utilizes company provided estimates. State tax rate determined by using a weighted average of 50 state income tax rates and median federal taxable income brackets for married and single filers. Assumes cash consideration of $3.50 used to pay for transaction related tax expenses. Return of Capital / Unit (Share) for full year 2018. 9 XR Adjusted Implied Present Value per Unit$44.48 Implied Present Value per Unit$37.81 Implied Present Value per Share$26.17 Total Tax on Gain$14.14 Total Tax on Gain$8.45 Total Gain$26.35 Total Gain$44.22 Implied Terminal Value per Share$40.66 Implied Terminal Future Value per Unit$58.57 Disc. PF AMGP Dist. Total$4.18 Disc. LP Dist. Total$7.47 $42.50 $47.65 $54.86 $39.70 $44.48 $51.19 $37.13 $41.59 $47.82 Discount Rate $36.63 $40.45 $45.54 $34.26 $37.81 $42.54 $32.09 $35.39 $39.79 Discount Rate 2022E Distribution Y ield 2022E Distribution Y ield CONFIDENTIAL DRAFT SUBJECT TO CHANGE
After-Tax Dividend Distribution Analysis Potential Counterproposal | AR Downside Volumes Case | Valuation Effective Date: 6/30/2018 AM: Discounted Distribution Analysis Distributions Attributable to LP Unitholders PF AMGP: Discounted Distribution Analysis XR Adjusted PF AMGP Implied Share Price | 1.700x 8.0% 7.0% 6.0% 7.0% 6.0% 5.0% 8.0% 10.0% 12.0% 8.0% 10.0% 12.0% Discounted Distribution Analysis Supplemental Calculation Detail(1,2) Discounted Distribution Analysis Supplemental Calculation Detail(2,3) 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E 2020E 2021E 2022E LP Distribution Per Unit Discount Factor PV of LP Dist. per Unit $0.86 0.953 $0.82 $2.14 0.866 $1.86 $2.58 0.787 $2.03 $2.96 0.716 $2.12 $3.42 PF AMGP BT Dist. per Share PF AMGP AT Dist. per Share Discount Factor PV of PF AMGP Dist.per Share $1.95 $0.41 0.953 $0.39 $1.10 0.866 $0.95 $1.46 0.787 $1.15 $1.60 0.716 $1.14 Terminal Yield 7.0% Terminal Yield 6.0% Tax Calculation: Average Purchase Price Existing RoC $26.64 ($3.37) Tax Calculation: Average Purchase Price Acquiror Share Price $35.99 $19.11 Beginning Tax Basis $23.27 Beginning Tax Basis $19.11 2H 2018E 2019E 2020E 2021E 2022E 2H 2018E 2019E 2020E 2021E 2022E Beg. Avg. Tax Basis / Unit Less: Return of Capital / Unit $23.27 $21.56 (2.15) $19.41 (2.50) $16.91 (2.78) $14.14 (4) Beg. Avg. Tax Basis / Share Less: Return of Capital / Share $19.11 ($0.58) $18.53 ($1.10) $17.43 ($1.21) $16.23 ($1.17) $15.06 (1.72) Avg. EOY Basis / Unit $21.56 $19.41 $16.91 $14.14 Avg. EOY Basis / Share $18.53 $17.43 $16.23 $15.06 Implied Terminal Value per Unit Capital Gain Ordinary Gain $32.54 $13.43 $4.05 Implied Terminal Value per Unit Capital Gain Ordinary Gain $48.86 $22.22 $12.50 Average Assumed Passive Activity Loss at YE 2021 ($1.55) Total Tax on Gain per Unit Tax on Ordinary Gain - 40.8% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% $1.65 3.20 0.21 0.70 Total Tax on Gain per Unit Tax on Ordinary Gain - 33.4% Tax on Capital Gain - 23.8% State Tax on Ordinary Income - 5.2% State Tax on Capital Gain - 5.2% $5.72 5.29 0.65 1.15 Total Effective Tax Rate After-Tax Future Value per Share Terminal Disc. Factor 32.9% $26.78 0.683 Total Effective Tax Rate After-Tax Future Value per Unit Terminal Disc. Factor 36.9% $36.04 0.683 Exchange Ratio 1.700x Source: Management projections and FactSet as of 6/21/18. Note: Tax calculations provided by Management. Ordinary gain tax rate for AM accounts for Federal ordinary income tax rate of 37%, individual MLP investor deduction rate of 20% and 3.8% ACA tax rate. Ordinary gain tax rate for PF AMGP accounts for Federal ordinary income tax rate of 37% and 3.8% ACA tax rate. (1) (2) (3) (4) Assumed passive activity loss and tax on ordinary gain for IPO investor utilizes company provided estimates. State tax rate determined by using a weighted average of 50 state income tax rates and median federal taxable income brackets for married and single filers. Assumes cash consideration of $3.50 used to pay for transaction related tax expenses. Return of Capital / Unit (Share) for full year 2018. 10 XR Adjusted Implied Present Value per Unit$37.26 Implied Present Value per Unit$31.44 Implied Present Value per Share$21.92 Total Tax on Gain$12.81 Total Tax on Gain$5.75 Total Gain$17.48 Total Gain$34.72 Implied Terminal Value per Share$32.54 Implied Terminal Future Value per Unit$48.86 Disc. PF AMGP Dist. Total$3.64 Disc. LP Dist. Total$6.83 $35.78 $39.90 $45.67 $33.43 $37.26 $42.62 $31.28 $34.84 $39.83 Discount Rate $30.42 $33.61 $37.86 $28.48 $31.44 $35.39 $26.69 $29.45 $33.12 Discount Rate 2022E Distribution Y ield 2022E Distribution Y ield CONFIDENTIAL DRAFT SUBJECT TO CHANGE
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