Project Alpine Supplemental Materials September 23, 2018 CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Prior vs. Current Since September 2, 2018 Special Committee Meeting Updated materials to reflect most recent AMGP Proposal, Citi Alternative and AM Proposal AMGP Proposal: 1.6350x AMGP shares, $3.00 cash consideration, and a special one-time distribution on AM units of $0.415 (All-in exchange ratio of 1.8328x) Citi Alternative: 1.6392x AMGP shares, $3.00 of cash consideration, and a special one-time distribution on AM units of $0.415 (All-in exchange ratio of 1.8370x) AM Proposal: 1.6522x AMGP shares and $3.00 of cash consideration, and a special one-time distribution on AM units of $0.415 (All-in exchange ratio of 1.8500x) Series B units exchanged for 17.354mm AMGP shares For post unitholder tax analysis, cash used to pay taxes and remaining cash assumed to be used to purchase additional secondary shares Updated materials for market prices at close 9/21/2018 Change in effective date to 12/31/2018 from 6/30/2018 Non-AR AM unitholders to receive 1.6350x AMGP shares $3.00 cash consideration $0.415 special distribution Implied all-in XR of 1.8328x(1) Non-AR AM unitholders to receive all-in XR of 1.8370x Inclusive of $3.00 cash consideration and $0.415 special dividend Non-AR AM unitholders to receive all-in XR of 1.8500x Inclusive of $3.00 cash consideration and $0.415 special dividend Non-AR AM Unitholders AR to receive 1.6023x AMGP shares $3.00 cash consideration All-in XR of 1.7760x(1) AR to receive all-in XR of 1.7866x Inclusive of $3.00 cash consideration and $0.415 special dividend AR to receive 1.6023x AMGP shares $3.00 cash consideration All-in XR of 1.7760x(1) AR 17.354mm AMGP Shares 17.354mm Shares 18.5mm AMGP shares; analysis run at 17.354mm Series B 2 Source: FactSet as of 9/21/2018. (1) As of 9/21/2018 based on a 20-VWAP pricing AMGP Proposal Citi Alternative AM Proposal CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Historical Exchange Ratio Analysis Since AMGP IPO (5/4/17) | Based on Spot Prices ($ in millions, unless otherwise noted) Historical AM/AMGP Exchange Ratio At Transac tion Contrac tual Valuation 186.2 325.7 $17.35 Contrac tual Valuation Yield-Based Valuation AM GP Shares O utstanding AM GP Units Issued AM GP Pric e 186.2 NA $17.35 186.2 NA $17.35 2.20x AMGP Proposal Series B Redem ption Right 6.0% NA 6.0% Spot XR 2.00x (1) 1.851x 1.833x 1.80x 1.732x 1.60x 1.40x 1.20x May-17 Jun-17Jul-17 Aug-17 Sep-17 Oct-17Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18Jun-18Jul-18Aug-18Sep-18 Source: Company filings, FactSet as of 9/21/2018. (1) Adjusted to reflect proposed Series B conversion, with AMGP share price calculated as (AMGP equity value + [(AMGP equity value - $2bn) x 6%])/(AMGP fully diluted shares outstanding + 17.354mm) based on AMGP 20-Day VWAP on the day prior to transaction. Proposal % Premium / (Discount) calculated as premium / (discount) between current AMGP proposal (1.8328x) based on AMGP 20 day VWAP and adjusted XR based on AMGP closing price on 9/21/2018. Proposal % Premium / (Discount) calculated as premium / (discount) between current AM proposal (1.850x) based on AMGP 20 day VWAP and adjusted XR based on AMGP closing price on 9/21/2018. 3 (2) (3) 2018E Series B CF NA $7 NA 2018E Yield NA 2.8% NA Series B Threshold $2,000 NA $2,000 Implied Series B Valuation $74 $241 $413 Series B Conversion Units 17.4 17.4 23.8 Adj. XR Adj. AM GP Share Pric e $16.23 $17.06 $17.35 Current AM Share Pric e $30.05 $30.05 $30.05 At 2/23/2018 Adjusted XR 1.851x 1.762x 1.732x AM GP Units O utstanding Inc luding Series B 203.6 203.6 535.7 AM GP Equity Value Inc luding Series B $3,304 $3,472 $9,295 AM GP M arket Value $3,231 $3,231 $8,882 AMGP Proposal %AM Proposal % Period Spot X R Adj. X R(1) Premium /Premium / (2)(3) (Discount) - (Discount) AMGP Proposal --1.833x ---- AM Proposal --1.850x ---- Adj. Current 1.851x 1.851x (1.0%) (0.1%) Current 1.732x 1.851x (1.0%) (0.1%) 3-Month Average (Current) 1.666x 1.777x 3.1% 4.1% 30-Day Average (Current) 1.708x 1.824x 0.5% 1.4% 2/23/2018 1.380x 1.470x 24.7% 25.8% 3-Month Average (at 2/23/2018) 1.484x 1.580x 16.0% 17.1% 30-Day Average (at 2/23/2018) 1.444x 1.535x 19.4% 20.5% Since AMGP IPO Average 1.577x 1.681x 9.0% 10.1% Sample Adjusted XR Calculation CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Analysis of Proposals / Alternatives ($ in millions, unless otherwise noted) As of 9/21/18 AMGP Proposal AMGP 20-Day VWAP(1) $17.27 $17.35 $30.05 $17.27 $17.35 $30.05 $17.27 $17.35 $30.05 $17.27 $17.35 $30.05 AMGP Market Price AM Market Price AM - Public Unitholders Equity XR Cash (Excl. Special Distribution) - $3.00 1.6350x 0.1737x 1.8087x 0.0240x 1.6392x 0.1737x 1.8130x 0.0240x 1.6522x 0.1737x 1.8260x 0.0240x 1.6522x 0.1737x 1.8260x 0.0240x (2) Equity + Cash (Excl. Special Distribution) XR Special Distribution ($) - $0.415 (2) All-In XR 1.8328x 1.8370x 1.8500x 1.8500x Market Exchange Ratio Premium /(Discount) Market Exchange Ratio - Series B Adjusted Premium /(Discount) 1.7320x 5.8% 1.8511x (1.0%) 1.7320x 6.1% 1.8511x (0.8%) 1.7320x 6.8% 1.8511x (0.1%) 1.7320x 6.8% 1.8615x (0.6%) AM - AR Units Equity XR Cash (Excl. Special Distribution) Equity + Cash (Excl. Special Distribution) XR Special Distribution ($) 1.6023x $3.00 1.7760x - 1.5888x $3.00 1.7626x $0.42 1.6023x $3.00 1.7760x - 1.6023x $3.00 1.7760x - All-In XR 1.7760x 1.7866x 1.7760x 1.7760x Implied Market Value Premium to Current AM Unit Price $30.81 2.5% $31.00 3.2% $30.81 2.5% $30.81 2.5% 4 Source: Company filings, and FactSet as of 9/21/2018. (1)VWAP calculated as follows ((Sum of Daily VWAP)*(Sum of Daily Traded Value)) / (Sum of Daily Traded Value). (2)All cash adjustments to XR calculations utilize 20-day VWAP AMGP pricing. Key Non-AR AM Comparison Statistics (vs. Citi Alternative) All-In XR(0.0042x)-0.0130x0.0130x Premium to Market(0.2%)-0.8%0.8% Implied Market Value $31.80 $31.87 $32.10 $32.10 Premium to Current AM Unit Price 5.8% 6.1% 6.8% 6.8% Net / Gross X R Calculations Citi AM Proposal - AM Proposal - Alternative Updated Series B Prior Series B CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Analysis of Proposals / Alternatives (cont.) ($ in millions, unless otherwise noted) As of 9/21/18 AMGP Proposal Existing AMGP Net Debt Existing AM Net Debt New Debt to Fund Cash Consideration (5) 1,400 601 (5) 1,400 642 (5) 1,400 601 (5) 1,400 601 Total Net Debt(1) 1,997 2,038 1,997 1,997 SQ AMGP Shares Shares Issued to AM Public Shares Issued to AR Shares Issued to Series B 186.2 145.9 158.4 17.4 186.2 146.3 157.1 17.4 186.2 147.5 158.4 17.4 186.2 147.5 158.4 18.5 Total Shares 507.9 506.9 509.4 510.6 (2) Implied Equity Value SQ AMGP Shareholders AM Public Unitholders AR Series B Unitholders $3,064 2,401 2,606 286 $3,054 2,400 2,577 285 $3,054 2,419 2,598 285 $3,047 2,413 2,593 303 Implied PF Market Value $30.31 $29.36 $30.30 $29.48 $30.52 $29.28 $30.45 $29.22 AM Public Unitholders AR As of 9/21/18 AMGP Market Value Implied Series B Valuation AMGP Equity Value AM Equity Value $3,231 74 3,305 5,653 SQ AMGP Net Debt SQ AM Net Debt (5) 1,400 5 Source: Company filings, and FactSet as of 9/21/2018. (1)Cash and Debt balances as of 6/30/2018. (2)Excludes cash consideration. Total Enterprise Value $10,353 Total Equity Value $8,958 Status Quo Enterprise Value Detail Implied Share Price $16.45 $16.40 $16.40 $16.37 Total Equity Value $8,356 $8,315 $8,356 $8,356 Total Enterprise Value $10,353 $10,353 $10,353 $10,353 Citi AM Proposal - AM Proposal - Alternative Updated Series B Prior Series B CONFIDENTIAL DRAFT SUBJECT TO CHANGE
20-Day VWAP Exchange Ratio Analysis AM VWAP $29.95 AM GP VWAP $17.27 M arket Implied XR 1.735x AM GP S/O (A) 186.2 AM GP VWAP Equity Value $3,215 Series B Threshold $2,000 Redem ption Right 6.0% Series B M arket Value $73 Series B Negotiated Shares (B) 17.4 Fully Diluted AM GP Shares O utstanding (A + B = C) 203.6 Fully Diluted AM GP VWAP $16.15 AM VWAP $29.95 6 Source: Company filings, FactSet as of 9/21/2018. Note: Series B market value based on AMGP share price calculated as (AMGP equity value + [(AMGP equity value - $2bn) x 6%])/(AMGP fully diluted shares outstanding + 17.354mm) based on AMGP 20-Day VWAP on the day prior to transaction. Fully Diluted VWAP XR1.854x AM GP VWAP Based Equity Value$3,288 20-Day VWAP Analysis CONFIDENTIAL DRAFT SUBJECT TO CHANGE
After-Tax Discounted Dividend / Distribution Analysis XR Adjusted Implied PV / Unit at Various 2022E Distribution Yield | 10% Equity Discount Rate 8% 7% 6% $35.81 $39.36 $44.10 Tax-Adjusted Equity Only XR All-In XR 7% 6% 5% AMGP Proposal(1 (2) Citi Alternative AM Proposal(3) AR Downside Volumes Case 8% 7% 6% $30.84 $33.80 $37.75 Tax-Adjusted Equity Only XR All-In XR 7% 6% 5% (1 al (2) ve (3) l Source: Management projections and FactSet as of 9/21/2018. Note: Cash consideration of $3.415 per AM unit. 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. 7 (1) (2) (3) AMGP Proposal based on Non-AR Unitholders receiving 1.6350x AMGP shares + $3.415 cash consideration, AR receives 1.6023x + $3.000 cash consideration, and Series B receive 17.354mm AMGP shares Citi Alternative based on Non-AR Unitholders receiving 1.6392x AMGP shares + $3.415 cash consideration, AR receives 1.5888x + $3.415 cash consideration, and Series B receive 17.354mm AMGP shares AM Proposal based on Non-AR Unitholders receiving 1.6522x AMGP shares + $3.415 cash consideration, AR receives 1.6023x + $3.000 cash consideration, and Series B receive 17.354mm AMGP shares Exchange Ratio AMGP Propos Citi Alternati AM Proposa ) 1.8328x 1.6675x 1.8370x 1.6705x 1.8500x 1.6797x $35.08 $38.88 $44.20 $35.21 $39.02 $44.36 $35.25 $39.07 $44.41 PF AMGP 2022E Dividend Yield SQ AM 2022E Distribution Yield Exchange Ratio )1.8328x 1.6675x 1.8370x 1.6705x 1.8500x 1.6797x $43.24 $48.20 $55.14 $43.37 $48.35 $55.31 $43.43 $48.41 $55.38 PF AMGP 2022E Dividend Yield AM current price of $30.05 Cash consideration used to pay all taxes; any additional cash available assumed to purchase secondary shares For comparison purposes, AM Proposal assumes issuance of 17.354mm AMGP shares for Series B Unitholders AR Base Case SQ AM 2022E Distribution Yield CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Appendix 8 CONFIDENTIAL DRAFT SUBJECT TO CHANGE
VWAP Calculation Detail AM 20-Day VWAP Calculation Detail AMGP 20-Day VWAP Calculation Detail 8/24/2018 $30.79 343.6 8/24/2018 $18.35 590.1 8/27/2018 $30.37 371.1 8/27/2018 $18.05 618.5 8/28/2018 $29.91 898.8 8/28/2018 $17.67 1,223.7 8/29/2018 $29.75 449.6 8/29/2018 $17.26 1,040.0 8/30/2018 $29.74 442.7 8/30/2018 $17.28 690.9 8/31/2018 $29.27 591.1 8/31/2018 $16.89 800.0 9/4/2018 $29.57 674.1 9/4/2018 $17.05 489.4 9/5/2018 $29.77 490.1 9/5/2018 $16.88 670.5 9/6/2018 $29.52 507.8 9/6/2018 $16.52 346.0 9/7/2018 $29.51 582.2 9/7/2018 $16.73 386.7 9/10/2018 $29.94 404.4 9/10/2018 $16.75 380.2 9/11/2018 $29.99 389.2 9/11/2018 $17.14 670.2 9/12/2018 $30.18 1,261.3 9/12/2018 $17.58 808.2 9/13/2018 $30.71 506.6 9/13/2018 $17.61 546.4 9/14/2018 $30.08 550.8 9/14/2018 $17.22 871.6 9/17/2018 $29.85 210.5 9/17/2018 $16.64 442.4 9/18/2018 $30.52 367.5 9/18/2018 $17.08 1,439.3 9/19/2018 $30.32 322.5 9/19/2018 $16.98 209.2 9/20/2018 $30.41 218.9 9/20/2018 $17.12 249.9 9/21/2018 $30.05 676.8 9/21/2018 $17.35 1,176.9 9 Source: Company filings, FactSet as of 9/21/2018. $10,579.84 $30.88 $11,268.97 $30.42 $26,882.63 $30.07 $13,374.50 $29.84 $13,165.69 $29.61 $17,302.02 $29.24 $19,934.17 $29.49 $14,588.79 $29.59 $14,989.08 $29.58 $17,179.90 $29.49 $12,106.57 $29.93 $11,671.03 $29.99 $38,067.39 $30.14 $15,556.27 $30.38 $16,567.25 $30.04 $6,282.77 $29.85 $11,216.62 $30.35 $9,778.50 $30.33 $6,658.15 $30.43 $20,337.90 $30.12 20 Day VWAP $29.95 $10,828.37 $18.32 $11,164.29 $18.05 $21,622.46 $17.75 $17,949.55 $17.30 $11,939.22 $17.28 $13,512.76 $16.89 $8,344.36 $17.06 $11,318.51 $16.79 $5,715.47 $16.56 $6,469.74 $16.58 $6,368.05 $16.63 $11,487.02 $17.05 $14,207.35 $17.49 $9,622.40 $17.57 $15,008.40 $17.36 $7,360.75 $16.92 $24,582.44 $17.05 $3,552.83 $17.04 $4,277.79 $17.05 $20,418.40 $17.29 20 Day VWAP $17.27 Volume Total Traded Date Unit Price (000's) Value ($000's) Daily VWAP Volume Total Traded Date Price (000's) Value ($000's) Daily VWAP CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Exchange Ratio Calculation Detail Cash Component (W/O Special Dividend) XR Gross Cash Consideration (W Special Dividend) Proposal W/O Special Dividend Equity Component XR Equity Component XR Cash Component XR(1) Net Excess Cash Consideration Equity Component XR Secondary Shares Purchased(2) Net After-Tax XR All-In XR Taxes Payable AMGP Proposal 1.6350x 0.174x 1.602x $3.415 1.6350x 0.1978x 1.8328x ($2.85) $0.56 1.6350x 0.032x 1.6675x Citi Alternative 1.6392x 0.174x 1.589x $3.415 1.6392x 0.1978x 1.8370x ($2.87) $0.54 1.6392x 0.031x 1.6705x AM Proposal - - - $3.415 1.6522x 0.1978x 1.8500x ($2.94) $0.48 1.6522x 0.027x 1.6797x 10 Source: Company filings, FactSet as of 9/21/2018. (1)Based on AMGP 20-day VWAP price. (2)Based on AMGP share price of $17.35 as of 9/21/2018 I H G F E D C B A C B A CONFIDENTIAL DRAFT SUBJECT TO CHANGE
Disclosure Statement Tudor, Pickering, Holt & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you (and your employees, representatives and other agents) may disclose any aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, with no limitations imposed by Tudor, Pickering, Holt & Co. About The Firm Tudor, Pickering, Holt & Co. is an integrated energy investment and merchant bank, providing high quality advice and services to institutional and corporate clients. Through the companys two broker-dealer units, Tudor, Pickering, Holt & Co. Securities, Inc. (TPHCSI) and Tudor Pickering Holt & Co Advisors LP (TPHCA), members FINRA, the company offers securities and investment banking services to the energy community. TPH Asset Management LP (TPHAM) is an SEC registered investment adviser that delivers a suite of energy investment strategies. TPH Partners Group LP is a relying advisor of TPHAM. Certain employees of TPHAM are also employees of TPHCSI. The information contained herein is confidential (except for information relating to United States tax issues) and may not be reproduced in whole or in part. Tudor, Pickering, Holt & Co. assumes no responsibility for independent verification of third-party information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by, reviewed or discussed with the managements of your company and/ or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and Tudor, Pickering, Holt & Co. materials. The firm, headquartered in Houston, Texas, has approximately 170 employees and offices in Calgary, Canada; Denver, Colorado; and New York, New York. Its affiliate, Tudor, Pickering Holt & Co. International, LLP, is located in London, England. Its Canadian affiliate, Tudor Pickering Holt & Co Securities Canada LP, is located in Calgary, Alberta. Contact Us Houston (Research, Sales and Trading): 713-333-2960 Houston (Investment Banking): 713-333-7100 Houston (Asset Management): 713-337-3999 Denver (Sales): 303-300-1900 Denver (Investment Banking): 303-300-1900 New York (Investment Banking): 212-610-1660 New York (Research, Sales): 212-610-1600 London: +011 44(0) 20 3008 6428 Calgary: 403-705-7830 Under no circumstances is this presentation to be used or considered as an offer to sell or a solicitation of any offer to buy, any security. Prior to making any trade, you should discuss with your professional tax, accounting, or regulatory advisers how such particular trade(s) affect you. This brief statement does not disclose all of the risks and other significant aspects of entering into any particular transaction. Tudor, Pickering, Holt & Co. International, LLP is authorized and regulated by the Financial Conduct Authority and is the United Kingdom affiliate of www.TPHco.com Tudor, Pickering, Holt & Co. Copyright 2018 Tudor, Pickering, Holt & Co. 11 CONFIDENTIAL DRAFT SUBJECT TO CHANGE