#1PROJECT BRONCO FAIRNESS OPINION MATERIALS October 7, 2018 Confidential - Preliminary Draft Draft BAIRD#2TABLE OF CONTENTS Confidential - Preliminary Draft Presentation to the Special Committee of Antero Resources Corporation Baird's Role and Process Overview Proposed Transaction Summary Valuation Approach AM Valuation Analysis AMGP Valuation Analysis Merger Consideration Analysis Supplemental Analysis BAIRD 1 2 3 3 4 567 Page 2#3Confidential - Preliminary Draft BAIRD'S ROLE AND PROCESS OVERVIEW#4PROCESS OVERVIEW Trellminan, Paft BAIRD ■ The Special Committee (the "Committee") of the Board of Directors of Antero Resources Corporation, a Delaware corporation ("AR" or the "Company") and owner of a 52.9% limited partner interest in Antero Midstream Partners LP, a Delaware limited partnership ("AM”), has been asked to consider the proposal by Antero Midstream GP LP, a Delaware limited partnership ("AMGP") and indirect owner of the general partner of AM, for AM to enter into a Simplification Agreement (the "Agreement") by and among AMGP, Arkrose Midstream Merger Sub LLC, a Delaware limited liability company and indirect subsidiary of AMGP ("Merger Sub"), AM, and the other parties thereto. Pursuant to the Agreement, among other things: (1) AMGP will convert from a Delaware limited partnership to a Delaware corporation to be renamed "Antero Midstream Corporation" upon such conversion (following such conversion, "AMGP Corp"); and (2) Merger Sub will merge with and into AM with AM continuing as the surviving limited partnership and an indirect subsidiary of AMGP Corp (such merger is referred to herein as the "Transaction"). ■ Pursuant to the Agreement and as a result of the Transaction, each common unit of AM ("AM Common Units") issued and outstanding and held by the Company immediately prior to the Effective Time (as defined in the Agreement) shall be converted into the right to receive 1.6023 shares of common stock, par value $0.01 per share, of AMGP Corp ("AMGP Common Stock") and $3.00 in cash, subject to AR's right to elect under certain circumstances to take additional cash (in lieu of a corresponding number of shares of AMGP Common Stock, on the terms set forth in the Agreement) (the foregoing consideration to be received by AR is referred to herein as the "Consideration"). ■ In connection with its consideration of the Transaction, the Committee has requested that Robert W. Baird & Co. Incorporated ("Baird" or "we") provide our opinion as to the fairness from a financial point of view, to the unaffiliated shareholders of the Company, of the Consideration to be received by the Company in the Transaction. The Committee has not asked us to express, and we are not expressing, any opinion with respect to any of the other financial or non-financial terms, conditions, determinations or actions with respect to the Transaction, including the fairness of the consideration to be received by any unitholder of AM other than the Company Project Bronco I Page 4#5vreliminary Draft BAIRD PROCESS OVERVIEW (CONT.) ...Continued ■ Further, the Committee has not asked us to express, and we are not expressing, any opinion as to the individual shares of AMGP Common Stock and/or cash components, or the relative proportional amounts thereof, of the Consideration. ■ In conducting our financial analyses and in arriving at our opinion herein, we have reviewed such information and have taken into account such financial and economic factors, investment banking procedures and considerations as we have deemed relevant under the circumstances. ■ In that connection, and subject to the various assumptions, qualifications and limitations set forth herein, we have, among other things: - Participated in meetings with management of AR, AM and AMGP (collectively, "management") and the Committee and its legal counsel, during which the background on the Transaction was discussed; - Reviewed certain internal information, primarily financial in nature, including financial forecasts concerning the business and operations of AM, AMGP and AMGP Corp. and the contemplated strategic, operating and cost benefits associated with the Transaction furnished to us, and certified, by management for purposes of our analysis (collectively, the "Forecasts"); Participated in subsequent calls and meetings with management regarding the Forecasts and their underlying assumptions and for review and updates regarding AR, AM, AMGP and AMGP Corp. and certain of their respective assets; Reviewed certain publicly available information including, but not limited to, AR's, AM's and AMGP's recent filings with the Securities and Exchange Commission and equity analyst research reports covering AR, AM and AMGP prepared by various investment banking and research firms; Project Bronco | Page 5#6reliminary. Draft - PROCESS OVERVIEW (CONT.) ... Continued - In conjunction with the Committee and its legal counsel, reviewed the initial proposal letter and associated supporting materials provided by the Conflicts Committee of AMGP dated June 8, 2018, as well as subsequent counterproposal letters from the Conflicts Committee of AMGP and the Conflicts Committee of AM, in each case, as provided to us In conjunction with the Committee and its legal counsel, reviewed the principal financial terms of the Agreement (draft dated October 5, 2018); BAIRD Reviewed the proposed financial terms of the Transaction and the reported financial terms of certain other transactions we deemed relevant; Reviewed the historical market prices, trading activity and market trading multiples of AM Common Units and AMGP common shares, as well as those of certain other publicly-traded partnerships and companies we deemed relevant; - Considered the present values of the forecasted cash flows attributable to AM, AMGP and AMGP Corp as contained in the Forecasts; Considered the present values of the forecasted stand-alone distributions to the holders of the AM Common Units and AMGP common shares as contained in the Forecasts; - Considered the impact to AR of the completion of the Transaction, as reflected in the Forecasts; - Reviewed certain potential pro forma financial effects of the Transaction based on information furnished to us, and prepared, by management for purposes of our analysis; and - Considered various other information, financial studies, analyses and investigations and financial, economic and market criteria we deemed relevant for the preparation of our opinion. Project Bronco | Page 6#7KEY ASSUMPTIONS UNDERLYING BAIRD'S ANALYSIS Preliminary aft BAIRD ■ We have held discussions with members of management concerning their views on general market trends, historical and current financial condition and operating results, as well as the future prospects of AR, AM, AMGP and AMGP Corp and the anticipated benefits of the proposed Transaction. We were not engaged or requested to provide, and have not provided, any advice concerning the advisability of entering into the Transaction, and we were not involved in assisting AMGP in obtaining any financing for the Transaction. ■ In arriving at our opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of all of the financial and other information that was publicly available or provided to us by or on behalf of AR, AM and/or AMGP, including the Forecasts. ■ We have not independently verified any information supplied to us by or on behalf of AR, AM and/or AMGP. ■ We have not been engaged to independently verify, have not assumed any responsibility to verify, assume no liability for, and express no opinion on, any such information, and we have assumed and relied upon, without independent verification, that none of AR, AM nor AMGP is aware of any information that might be material to our opinion that has not been provided to us. ■ We have assumed and relied upon, without any independent verification, that: - None of AR, AM and AMGP is aware of any information prepared for it or its advisors that might be material to our opinion that has not been provided to us; Any adverse tax consequences with respect to AR's receipt of the Consideration are offset by existing net operating losses of AR; All assets and liabilities (contingent or otherwise, known or unknown) of AR, AM and AMGP are set forth in the respective publicly-filed financial statements, and there is no information or facts that would make any of the information reviewed by us incomplete or misleading; Project Bronco | Page 7#8Telliminary Graft BAIRD KEY ASSUMPTIONS UNDERLYING BAIRD'S ANALYSIS ... Continued - The financial statements of AM and AMGP provided to us present fairly the results of operations, cash flows and financial condition of AM and AMGP, respectively, for the periods, and as of the dates, indicated and were prepared in conformity with U.S. generally accepted accounting principles, consistently applied; - The Forecasts were reasonably prepared on bases reflecting the best available estimates and good faith judgments of management as to the future performance of AM, AMGP and AMGP Corp, and we have relied, without independent verification, upon such Forecasts in the preparation of our opinion, although we express no opinion with respect to the Forecasts or any judgments, estimates, assumptions or basis on which they were based, and we have assumed, without independent verification, that the Forecasts, including the financial results and the strategic, operating and cost benefits currently contemplated by management will be realized in the amounts and on the time schedule contemplated in the forecasts; - The Transaction will be consummated in accordance with the terms and conditions of the Agreement, which is consistent in all material respects with the draft dated October 5, 2018 (the most recent draft we have been provided), without any amendment thereto and without waiver by any party of any of the conditions to their respective obligations thereunder; The representations and warranties contained in the Agreement are true and correct subject to the qualifications stated therein and that each party will perform all of the covenants and agreements required to be performed by it under the Agreement; - The Transaction will not materially impact the tax characteristics of AMGP or AMGP Corp; and - All corporate, partnership, governmental, regulatory, third party or other consents and approvals (contractual or otherwise) required to consummate the Transaction have been, or will be, obtained without the need for any changes to the Consideration or other financial terms of the Transaction or that would otherwise materially affect AR, AM, AMGP, AMGP Corp, the Transaction or our analysis. Project Bronco | Page 8#9reliminary Draft BAIRD KEY ASSUMPTIONS UNDERLYING BAIRD'S ANALYSIS ... Continued ■ We do not provide regulatory, accounting, insurance, tax or legal advice and therefore have not expressed an opinion on such matters as they relate to the Transaction. ■ In conducting our review, we have not undertaken or obtained an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise, known or unknown) or solvency of AM or AMGP nor have we made a physical inspection of all of the properties or facilities of AM or AMGP. ■ We express no opinion with respect to the terms, or impact on AMGP or AMGP Corp, their financial condition, results of operation or cash flows, or on the price or trading range of AMGP common shares or shares of AMGP Common Stock, of any financing obtained, or to be obtained, by AMGP or AMGP Corp in connection with or following the Transaction. ■ In each case, we have made the assumptions and taken the actions and inactions described herein with the knowledge and consent of the Committee. Our opinion necessarily is based upon the economic, monetary, market, and other conditions as they exist and can be evaluated on the date hereof and upon certain assumptions we have made with respect thereto, and our opinion does not predict or take into account any changes which may occur, or information which may become available, after the date hereof. We are under no obligation to update, revise, reaffirm or otherwise comment on or consider events occurring after the date hereof. ■ Furthermore, we express no opinion as to the price or trading range at which any of AR's, AM's, AMGP's or AMGP Corp's securities (including AM Common Units, AMGP common shares or shares of AMGP Common Stock) will trade following the date hereof or as to the effect of the Transaction on such price or trading range, or any earnings or ownership dilutive impact that may result from future issuances of securities by AR, AM, AMGP or AMGP Corp. Such price and trading range may be affected by a number of factors, including but not limited to: Project Bronco | Page 9#10Tellminan, Praft BAIRD KEY ASSUMPTIONS UNDERLYING BAIRD'S ANALYSIS ... Continued - Dispositions of shares of AR common stock, AM Common Units, AMGP common shares or shares of AMGP Common Stock within a short period of time after, or other market effects resulting from, the announcement and/or effective date of the Transaction; - Changes in prevailing interest rates and other factors which generally influence the price of securities; Adverse changes in current capital markets; - The occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of AR, AM, AMGP or AMGP Corp or in its related industry; - Other transactions or strategic initiatives that AR, AM, AMGP or AMGP Corp may enter into prior to, concurrent with, or subsequent to, the Transaction; Changes in commodity prices; - Any necessary actions by, or restrictions of, federal, state or other governmental agencies or regulatory authorities; and - Timely completion of the Transaction on terms and conditions that are acceptable to all parties at interest. ■ Our opinion has been prepared at the request of, and solely for the benefit and use of, the Committee in its consideration of the Transaction, and may not be relied upon, used for any other purpose or disclosed to any other party without our prior written consent, except as permitted under the terms of our engagement letter, dated March 15, 2018. Project Bronco | Page 10#11reliminary Praft BAIRD KEY ASSUMPTIONS UNDERLYING BAIRD'S ANALYSIS ...Continued ■ In that regard, if any description of or reference to us or our opinion in any proxy statement, information statement or any other public filing or any other public filing or other materials mailed, our opinion shall be reproduced in any such statement or filing in full and any description of or reference to us or any summary of our opinion included in any such statement or filing shall be in form and substance acceptable to us and our legal counsel in our or their respective reasonable judgments. ■ Our opinion does not address the relative merits or risk of: - The Transaction, the Agreement or any other agreements or other matters provided for, or contemplated by, the Transaction, the Agreement, or any tax strategy implemented or contemplated pursuant to the Transaction; Any other transactions that may be or might have been available as an alternative to the Transaction; or - The Transaction compared to any other potential alternative transactions or business strategies considered by AR, AM, AMGP, the Committee or the Board and, accordingly, we have relied upon our discussions with the management with respect to the availability and consequences of any alternatives to the Transaction. ■ Our opinion does not constitute a recommendation to the Committee, the Board or any other person or entity as to how any such person or entity should act with respect to the Transaction. ■ We, based on our experience and professional judgment, made qualitative conclusions as to the relevance and significance of each analysis and factor considered by us. Therefore, our analysis must be considered as a whole. Considering any portion of the various analyses and factors reviewed, without bearing in mind all analyses, could create a misleading or incomplete view of the process underlying our opinion. Project Bronco | Page 11#12Confidential - Preliminary Draft PROPOSED TRANSACTION SUMMARY#13PROPOSED TRANSACTION SUMMARY ($ in millions, except per unit values) Transaction Overview AMGP is proposing to acquire AM in a simplification transaction According to the terms of the Simplification Agreement dated October 5, 2018: Each AM Common Unit held by AR shall be converted into the right to receive (i) 1.6023 shares of AMGP Common Stock, plus (ii) $3.00 in cash Sources & Uses (¹) Uses AR take-out value All-in AM Public Holders take-out value Series B take-out value Transaction fees New senior notes fees and expenses Repay revolving credit facility Total Uses AMGP Common Stock New AM High Yield Issuance Total Sources Baird has been requested to provide an opinion as to the fairness, from a financial point of view, to the unaffiliated stockholders of AR of the consideration to be received by AR in the Transaction Sources Each AM Common Unit held outside of AR shall be converted into the right to receive (i) 1.635 shares of AMGP Common Stock, plus (ii) $3.00 in cash, plus (iii) a $0.415 special dividend $3,071 2,859 304 24 8 17 $6,282 $5,632 650 $6,282 (1) Equity values based on AMGP closing share price as of October 5, 2018. (2) Excludes AMGP Common Stock consideration to Series B holders. Consideration to AR AMGP Share Price Equity Exchange Ratio Implied AM Unit Price Cash Consideration per Common Unit Acquisition Unit Price AR-Owned AM Common Units (mm) Total AR Take-Out Value Transaction Metrics Preliminan. Draft Total Consideration Total AMGP Common Stock consideration Total cash consideration (3) Net debt assumed Total Enterprise Value (2) $17.51 1.6023x $28.06 $3.00 $31.06 98.9 $3,071 $5,328 564 1,400 $7,293 BAIRD EV/2018E Adj. EBITDA EV/2019E Adj. EBITDA (3) Excludes special dividend and estimated transaction fees. (4) Adj. EBITDA represents projected EBITDA less projected IDR distributions to sponsor. Implied Multiples (4) 12.5x 9.7x Project Bronco | Page 13#14PROPOSED TRANSACTION DETAILS (1) Merger Consideration Tax Implications Ancillary Deal Points ■ Trellminan. Draft AMGP acquires all of the outstanding common units of AM in exchange for equity and cash Each AM Common Unit held by AR will be exchanged for (i) 1.6023 shares of AMGP stock and (ii) $3.00 in cash, implying an all-in exchange ratio of 1.775x (¹) Each AM Common Unit held outside of AR ("Public AM Holders") will be exchanged for (i) 1.6350 shares of AMGP stock and (ii) $3.00 in cash, implying an all-in exchange ratio of 1.807x (¹) plus a $0.415 per unit special dividend The transaction will be fully taxable to holders of AM; and the pro forma AMGP will benefit from a step-up in basis BAIRD Public AM Holders can elect to receive additional equity in lieu of cash; AR has agreed to accept additional cash and ratably reduce its equity consideration Based on 10-day VWAP as of October 5, 2018. AMGP will be reorganized as a Delaware corporation ("AMGP Corp") with typical C-corp corporate governance AR is fully shielded from the tax impact of the transaction via its ~$3 billion NOL offset Public AM Holders (who do not have the benefit of the NOL) will receive a one-time $0.415 special dividend paid by AMGP Corp Each share representing a limited partner interest in AMGP will be converted to one share of common stock of the resulting AMGP Corp IDRS in AM held by Antero IDR Holdings, LLC, a partially-owned subsidiary of AMGP ("IDR Holdings"), will be cancelled All of the Series B Units of IDR Holdings will be exchanged in a taxable transaction for an aggregate of 17.354 million AMGP Corp shares Project Bronco | Page 14#15PROPOSED TRANSACTION MECHANICS ($ in millions, unless otherwise noted) AMGP Share Price Equity Exchange Ratio Implied AM Unit Price Take-Out Economics AR Take-Out Cash Consideration per Common Unit Acquisition Unit Price AR-Owned AM Common Units (mm) Total AR Take-Out Value AM Public Take-Out AMGP Share Price Equity Exchange Ratio Implied AM Common Unit Price Cash Consideration per Common Unit Acquisition Unit Price Fully Diluted AM Public Units (mm) Total AM Public Take-Out Value Special Dividend per Common Unit Total All-In Value AM Equity Value % Debt Funded Series B Take-Out AMGP Share Price New AMGP Corp Shares Issued to Series B (mm) Total Series B Take-Out Value Overall Transaction Mechanics Assumed Net Debt New Debt Issuance (cash) (*) New AMGP Shares Issued Issued to AR (49%) Issued to AM Public (45%) Issued to Series B (5%) Source: AR, AM and AMGP SEC filings. Reflects market data as of October 5, 2018. (1) Excludes special dividend and estimated transaction fees. (2) Assumes all AM Public Holders take $3.00/ unit in cash. $17.51 1.6023x $28.06 $3.00 $31.06 98.9 $3,071 $17.51 1.6350x $28.63 $3.00 $31.63 89.2 $2,822 $0.415 $2,859 $17.51 17.4 $304 $5,893 9.6% $1,400 $564 321.7 158.4 145.9 17.4 Market Cap Enterprise Value (3) 7 Pro Forma Market Cap & Enterprise Value AM AMGP AMGP Corp $5,562 $3,261 $6,963 $3,255 Pro Forma Structure & Ownership (²) AM - Public Holders AMGP - Public Holders AR Sponsors / Management Series B Holders Public 73% Interest Antero 27% Interest Preliminan. Draft 158.4 mm shares 31% Interest (2) Current Holdings AM AMGP 47% Sponsors/ Management (3) Includes debt outstanding per most recently disclosed June 30, 2018 10-Q Pro forma debt adjusted for cash consideration to be paid. 53% 0% 95.9 mm shares 19% Interest Antero Midstream Corp. 49% 51% 236.2 mm shares 47% Interest (2) BAIRD 17.4 mm shares 3% Interest $8,893 $10,938 Pro Forma AMGP Corp 29% 18% 31% 19% 3% Public Series B Holders Project Bronco | Page 15#16COMPONENTS OF TOTAL CONSIDERATION Based on draft deal terms as of October 5 Consideration to AR Consideration to Public AM Holders 1.6023x Equity Exchange Ratio 1.6350x Equity Exchange Ratio Source: Bloomberg market data as of October 5, 2018. 0.172x $3.00/unit cash converted to exchange ratio equivalent based on AMGP 10-day VWAP Cash Consideration 0.172x $3.00/unit cash converted to exchange ratio equivalent based on AMGP 10-day VWAP Cash Consideration 1.775x All-In Exchange Ratio 1.807x All-In Exchange Ratio X Special Dividend 0.024x Preliminary Draft $0.415/unit cash converted to exchange ratio equivalent based on AMGP 10-day VWAP Special Dividend 1.775x BAIRD Total Transaction Economics 1.831x Total Transaction Economics Project Bronco | Page 16#17TOTAL CONSIDERATION DETAIL ($ and shares in millions) Equity Component Cash Component Special Dividend Total Transaction Economics Equity Exchange Equity Exchange Ratio per AM Common Unit AM Units Receiving Consideration (¹) New AMGP Shares Issued Merger Cash Consideration Cash per AM Unit AM Units Receiving Merger Consideration Total Merger Cash Consideration Cash Consideration Equivalent Exchange Ratio Total Exchange Ratio Special Cash Dividend Special Dividend per AM Unit AM Units Receiving Special Consideration Total Special Dividend Consideration Cash Consideration Equivalent Exchange Ratio "ALL-IN" Transaction Economics at 10-day VWAP at Last Close Source: Bloomberg market data as of October 5, 2018. (1) Includes 1.1 million LTIP units. (1) AR 1.6023x 98.870 158.420 AR $3.000 98.870 $296.6 0.172x 1.775x 98.870 0.000x AR 1.775x 1.774x AM 1.6350x 89.228 145.887 AM $3.000 89.228 $267.7 0.172x 1.807x $0.415 89.228 $37.0 0.024x AM 1.831x 1.830x Series B 17.354 Series B Trellminan, Praft Total Shares 321.661 Total Cash $564.3 $37.0 Existing AMGP Shares AMGP AM 186.209 Stock Prices as of 10/5/18 BAIRD $17.51 29.74 Total 'AMC" Shares 507.871 Last Close 10-day VWAP $17.40 29.14 Project Bronco | Page 17#18POTENTIAL BENEFITS TO AR OF THE PROPOSED TRANSACTION Trellminar Paft ✓ Simplifies the overall Antero structure into two distinct publicly traded C-Corps Addresses AR shareholder concerns regarding mis-alignment of incentives associated with the IDRs and Series B units held by AMGP and creates C-Corp structure with traditional governance BAIRD AR receives an up-front premium for its units of AM (¹) and greater overall cash flow from 2019-2022 (when considering the cash component of the merger consideration) vs. the status quo (1) Based on closing prices for AM and AMGP as of 10/5/2018. ✓ AR goes from having limited voting rights at the status quo AM to being the largest AMGP stockholder with proportionate voting rights ✓ Cash component of the transaction may facilitate potential return of capital initiatives at AR ✓ Pro forma AMGP Corp has favorable growth, balance sheet and dividend coverage characteristics relative to its peers ✓ AMGP Corp's pro forma market capitalization and C-Corp structure result in a larger float and the potential for enhanced trading liquidity, which may improve AR's ability to monetize its retained ownership of AMGP Corp (relative to its ability to monetize its ownership of AM in the status quo) Project Bronco | Page 18#19VALUATION APPROACH Confidential - Preliminary Draft#20SUMMARY VALUATION APPROACH Core Valuation Approach 4 1 AM Stand-Alone Valuation 2 AMGP Stand-Alone Valuation 3 Merger Consideration Analysis Supplemental Valuation Analyses Baird performed an intrinsic valuation analysis to derive a range of implied values per AM Common Unit utilizing the following core valuation methodologies: Discounted Cash Flow Analysis Discounted Distribution Analysis Public Trading Comparables Analysis Precedent Transactions Analysis Preliminary Praft Discounted Cash Flow Analysis Discounted Distribution Analysis Public Trading Comparables Analysis Precedent Transactions Analysis Baird performed an intrinsic valuation analysis to derive a range of implied values per AMGP common share utilizing the following core valuation methodologies: BAIRD Baird compared the resulting per unit or share (as applicable) valuation ranges across each of the core methodologies, as well as in totality across all methodologies, to determine a range of implied exchange ratios that would result by dividing the implied value of an AM Common Unit into the implied value of an AMGP common share Baird then compared the resulting implied exchange ratios determined by the core valuation methodologies to the proposed aggregate exchange ratio implied by the merger consideration (including both the equity and cash consideration components) Additionally, Baird compared the value per AM Common Unit to the aggregate value of the merger consideration implied by Baird's intrinsic valuation analysis To supplement its core valuation approach, Baird performed the following analyses: Analysis of Wall Street price targets for AM and AMGP (prior to the filing of the Sailing Stone 13-D) Historical exchange ratio analysis implied by the relative trading levels of AM and AMGP Illustrative Merger Consequences Analysis Project Bronco | Page 20#21FINANCIAL FORECASTS UNDERLYING VALUATION ANALYSIS ■ Baird utilizes the following financial forecast cases for purposes of its valuation analysis of AM and AMGP on a stand-alone basis: "AM Management Case" "AMGP Management Case" "AM Modified Coverage Case" "AMGP Modified Coverage Case" Confiteres Preliminar Draft 2018-2022 financial projections for AM, as provided by Antero management (no modifications) "AMGP Corp Case" Source: Antero management. ■ 2018-2022 financial projections for AMGP, as provided by Antero management (no modifications) ■ 2018-2022 financial projections for AM, as provided by Antero management, but assuming a modified distribution coverage ratio at AM Forecast Case AM Forecast Distribution Coverage in "Management Cases" AM Forecast Distribution Coverage in "Modified Coverage Cases" ■ 2018-2022 financial projections for AMGP, as provided by Antero management, but assuming a modified distribution coverage ratio at AM Distribution Coverage Ratio Forecasts Reflected in Management vs. Modified Coverage Cases for 2019-2022 4Q 2018 2019 2021 1.22x 1.30x 1.11x 1.22x 1.32x 1.23x ■ Where applicable, in its analysis of the pro forma AMGP, Baird utilizes the financial projections provided by Antero management: 2020 1.16x 1.24x 2018-2022 financial projections for AMGP Corp, as provided by Antero management, and assuming a modified distribution coverage ratio at AM 2022 1.05x 1.19x BAIRD Project Bronco | Page 21#221 AM VALUATION ANALYSIS Confidential - Preliminary Draft#231 AM MANAGEMENT CASE: FINANCIAL SUMMARY AM forecast across key financial metrics EBITDA & MARGINS (S in millions) 68% ($ / unit) $529 2017A 1.27x $1.72 2018E 75% EBITDA $729 Source: Antero management. 84% $989 IAM Dist/Unit DISTRIBUTIONS / UNIT & DISTRIBUTION COVERAGE LQA 1.30x 1.22x $2.21 $1.66 -% Margin 84% $1,222 2018E 2019E 2020E 2021E 2022E -Coverage Ratio 2018-2022 Distribution CAGR: 24% 2019E 82% $2.85 $1,413 1.16x 2020E $3.42 83% 1.11x $1,642 2021E $4.10 1.05x 2022E DCF & DISTRIBUTIONS ($ in millions) $421 $70 $247 2017A $746 AM Distributions 2.3x 2017A $587 $143 $321 2018E GROWTH CAPEX & LEVERAGE ($ in millions) 2.3x $538 Treliminar Graft 2018E $843 2018-2022 DCF CAGR: 25% $236 $414 2019E Net Debt / LTM EBITDA $776 2.3x IDRs 2019E $1,027 $355 $533 2020E $656 2.3x Total DCF 2020E $1,219 $462 $640 2021E 2.1x Growth CAPEX $386 BAIRD 2021E $1,421 $589 $767 2022E 2.0x $294 2022E Project Bronco | Page 23#241) AM MANAGEMENT CASE: DETAILED FORECAST ($ in millions, except per unit figures) Volume, Revenue & EBITDA: Gas Gathering (MMcfd) Compression (MMcfd) Water Delivery (Bbld) Produced Water (Bbld) Total Revenue EBITDA % Margin Distributable Cash Flow: EBITDA Less: Maintenance Capital Less: Tax Withholding Less: Interest Expense Total Distributable Cash Flow DCF Coverage Ratio Total Distributed Cash Distributions Summary: LP Distributions IDRS ******* Total AM Distributions IDRS % of Total Distributions Distribution per Common Unit Year-over-Year Growth (%) Capex & Leverage: Total Growth Capex Total Year End Net Debt Debt/LTM EBITDA Source: Antero management. 2017A 3,431 1,193 153,129 33,589 $773 529 68% $529 (55) (6) (46) $421 1.33x $317 $247 70 $317 22% $1.325 29% $746 1,195 2.3x 2018E 4,221 1,740 190,620 40,465 $969 729 75% 1 1 $729 1 (68) (6) (67) $587 1.27x $464 $32 143 $464 31% $1.715 29% I $538 i 1,652 2.3x 2019E 5,483 2,461 204,255 52,310 $1,182 989 84% $989 (39) (6) (100) $843 1.30x $649 $41 236 $649 36% $2.210 29% $776 2,234 2.3x 2020E 6,683 3,023 219,541 72,714 $1,459 1,222 84% $1,222 (63) (6) (126) $1,027 1.16x $889 $533 355 $889 40% $2.850 29% $656 2,752 2.3x 2021E 7,780 3,488 242,079 94,130 $1,723 1,413 82% $1,413 (6) (145) $1,219 1.11x $1,102 $640 462 $1,102 42% $3.420 20% $386 3,021 2.1x Preliminar Praft 2022E 9,080 4,088 259,902 106,565 $1,982 1,642 83% $1,642 (58) (6) (157) $1,421 1.05x $1,356 $76 589 $1,356 43% $4.100 20% $294 3,251 2.0x 2018-2022 CAGR 21% 24% 8% 27% 20% 23% 25% 24% 43% 24% BAIRD NTM 9/30/2019 5,187 2,306 188,762 49,471 $1,105 915 83% $915 (43) (6) (96) $770 1.40x $550 $385 210 $599 35% $2.075 $612 1,854 2.1x Project Bronco | Page 24#251 AM MODIFIED COVERAGE CASE: FINANCIAL SUMMARY AM forecast across key financial metrics EBITDA & MARGINS ($ in millions) 68% ($ / unit) $529 1.27x $1.72 75% 2018E $729 EBITDA 2017A 2018E 2019€ 2020E Source: Antero management. 84% 1.22x $1.66 $989 AM Dist/Unit LQA DISTRIBUTIONS / UNIT & DISTRIBUTION COVERAGE -% Margin 84% 1.32x $1,222 -Coverage Ratio 2018-2022 Distribution CAGR: 21% $2.19 2019E $2.69 82% 1.24x $1,413 2020E 2021E 2022E $3.14 83% 1.23x $1,642 2021E $3.68 1.19x 2022E DCF & DISTRIBUTIONS ($ in millions) $421 $70 $247 2017A $746 AM Distributions 2.3x 2017A $587 $143 $321 2018E GROWTH CAPEX & LEVERAGE ($ in millions) 2.3x $538 reliminar Draft 2018E $844 2018-2022 DCF CAGR: 25% $231 $409 2019E Net Debt / LTM EBITDA $776 2.3x IDRS 2019E $1,028 $325 $503 2020E $656 2.2x Total DCF 2020E $1,223 $409 $587 2021E 2.0x Growth CAPEX $386 BAIRD 2021E $1,430 $512 $690 2022E 1.8x $294 2022E Project Bronco | Page 25#261 AM MODIFIED COVERAGE CASE: DETAILED FORECAST ($ in millions, except per unit figures) Volume, Revenue & EBITDA: Gas Gathering (MMcfd) Compression (MMcfd) Water Delivery (Bbld) Produced Water (Bbld) Total Revenue EBITDA % Margin Distributable Cash Flow: EBITDA Less: Maintenance Capital Less: Tax Withholding Less: Interest Expense Total Distributable Cash Flow DCF Coverage Ratio Total Distributed Cash Distributions Summary: LP Distributions IDRS ******* Total AM Distributions IDRS % of Total Distributions Distribution per Common Unit Year-over-Year Growth (9) Capex & Leverage: Total Growth Capex Total Year End Net Debt Debt/LTM EBITDA Source: Antero management. 2017A 3,431 1,193 153,129 33,589 $773 529 68% $529 (55) (6) (46) $421 1.33x $317 $247 70 $317 22% $1.325 29% $746 1,195 2.3x 2018E 4,221 1,740 190,620 40,465 $969 729 75% $729 1 (68) (6) (67) $587 1.27x $464 $32 143 $464 31% $1.715 29% $538 1,652 2.3x I 2019E 5,483 2,461 204,255 52,310 $1,182 989 84% $989 (39) (6) (100) $844 1.32x $640 $409 231 $640 36% $2.187 28% $776 2,225 2.3x 2020E 6,683 3,023 219,541 72,714 $1,459 1,222 84% $1,222 (63) (6) (126) $1,028 1.24x $829 325 $829 39% $2.690 23% $656 2,683 2.2x 2021E 7,780 3,488 242,079 94,130 $1,723 1,413 82% $1,413 (44) (6) (141) $1,223 1.23x $997 $587 409 $997 41% $3.139 17% $386 2,843 2.0x eliminar Praft 2022E 9,080 4,088 259,902 106,565 $1,982 1,642 83% $1,642 (58) (6) (148) $1,430 1.19x $1,201 $690 512 $1,201 43% $3.685 17% $294 2,908 1.8x 2018-2022 CAGR 21% 24% 8% 27% 20% 23% 25% 38% 21% BAIRD NTM 9/30/2019 5,187 2,306 188,762 49,471 $1,105 915 83% $915 (43) (6) (96) $770 1.39x $555 $386 208 $594 35% $2.063 $612 1,859 2.1x Project Bronco | Page 26#271 AM CORE VALUATION APPROACH DETAIL Baird's analytical framework derives the value of AM Common Units across four core methodologies, utilizing both the AM Management Case and the AM Modified Coverage Case Discounted Cash Flow Analysis Discounted Distribution Analysis Selected Public Comparables Analysis Treliminar Praft Selected Precedent Transactions Analysis Implied equity value per AM Common Unit based on the present value of future unlevered free cash flows attributable to AM common unitholders Discount rate range derived from a weighted-average cost of capital analysis for AM, utilizing the Capital Asset Pricing Model ("CAPM") ■ Terminal value based on a terminal multiple calculation, derived from an observation and analysis of relevant precedent transactions within the midstream MLP sector Implied equity value per AM Common Unit based on the present value of future forecast cash distributions attributable to AM common unitholders BAIRD Discount rate range derived from a cost of equity analysis for AM, utilizing CAPM ■ Terminal value based on a terminal yield calculation, derived from an observation and analysis of AM's current publicly traded midstream MLP peer group Implied equity value per AM Common Unit based on comparisons with publicly traded midstream MLPs Valuation benchmarks include: Per unit price implied by multiples of Total Enterprise Value to 2019E and 2020E Adj. EBITDA (EBITDA excluding IDR payments) - Per unit price implied by multiples of Price to 2019E and 2020E DCF Attributable to LP Unitholders (measured by running total DCF through the AM IDR waterfall) Per unit price implied by 2019E and 2020E Distribution Yields Implied equity value per AM Common Unit based on comparisons with similar precedent transactions in the midstream energy sector ■ Valuation benchmarks include: Per unit price implied by multiples of Total Transaction Value to NTM EBITDA Project Bronco | Page 27#281AM SUMMARY VALUATION ANALYSIS Implied valuation ranges per AM Common Unit across core methodologies $ per AM Common Unit (1) $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 $40.56 $30.58 Discounted Cash Flow Analysis Valuation Methodology Discounted Cash Flow Analysis Discounted Distribution Analysis Selected Public Comparables Analysis Selected Precedent Transactions Analysis Median Reference Median provided for informational purposes. $40.36 $31.51 Discounted Distribution Analysis $35.10 $30.58 $31.51 $24.45 $29.36 $29.97 $24.45 Selected Public Comparables Analysis Implied AM Common Unit Price Ranges Low High $40.56 $40.36 $35.10 $43.38 $40.46 Preliminan. Draft Reference Median (¹): $35.75 $43.38 $29.36 Selected Precedent Transactions Analysis Reference Median $35.57 $35.94 $29.77 $36.37 $35.75 BAIRD Project Bronco | Page 28#291 Detailed AM Valuation Analysis Discounted Cash Flow Analysis Confidential - Preliminary Draft#301 AM VALUATION SUMMARY Implied valuation ranges per AM Common Unit based on Discounted Cash Flow Analysis $ per AM Common Unit $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 Discounted Cash Flow Analysis Methodology $40.56 $30.58 Discounted Cash Flow Analysis $40.36 $31.51 Discounted Distribution Analysis $35.10 $24.45 Trellminan: Praft Selected Public Comparables Analysis $43.38 $29.36 Selected Precedent Transactions Analysis BAIRD Implied equity value per AM Common Unit based on the present value of future unlevered free cash flows attributable to AM common unitholders ■ Discount rate range derived from a weighted-average cost of capital analysis for AM, utilizing the Capital Asset Pricing Model ("CAPM") ■ Terminal value based on a terminal multiple calculation, derived from an observation and analysis of precedent transactions Project Bronco | Page 30#311 AM WEIGHTED AVERAGE COST OF CAPITAL ANALYSIS ($ in millions) (1) (2) (3) Cost of Equity (5) (6) (7) Cost of Debt Cost of Capital Components Risk-free Interest Rate a Levered Beta Market Premium (3) Size Premium Cost of Equity (5 (5) Revolving Credit Facility 5.375% Senior Notes Due 2024 Cost of Debt Amount Outstanding (6) $770 650 $1,420 3.3% 1.43 6.9% 0.9% 14.1% Interest (3) Rate 3.3% 5.2% 4.2% Freliminary Draft Implied Weighted Average Cost of Capital (“WACC”) AM Market Value of Equity AM Net Debt Outstanding Total AM Firm Value AM Equity Market Value / Firm Value x Cost of Equity Cost of Equity Contribution AM Net Debt / Firm Value x Cost of Debt Cost of Debt Contribution Total Implied WACC Source: AM filings and Bloomberg. Represents estimated 20-year treasury rate as of October 5, 2018. Represents two-year levered equity beta as of February 23, 2018, the date prior to the announcement of the Special Committee Formation. Large company stock total returns minus long-term government bond income returns as computed by Duff & Phelps LLC. Source: Duff & Phelps LLC size premium based on AM's equity market value as of October 5, 2018. + Cost of equity is calculated using CAPM (e.g. cost of equity risk-free interest rate levered equity beta market risk premium size premium). Represents current debt outstanding, per most recently disclosed June 30, 2018 10-0 Interest rate for publicly traded senior notes represents the yield to worst as of October 5, 2018. Interest rate for revolver represents effective rate per 6/30/18 10-Q BAIRD $5,562 1,400 $6,963 79.9% 14.1% 11.2% 20.1% 4.2% 0.8% 12.1% As a result of its weighted average cost of capital analysis, Baird utilized a range of 11.0 % -13.0 % for purposes of its discounted cash flow analysis herein Project Bronco | Page 31#321 AM DISCOUNTED CASH FLOW ANALYSIS ($ in millions, except per unit data) EBITDA Less: IDR Payments (1) Adjusted EBITDA to Common Unitholders Less: Maintenance Capital Less: Growth Capital Less: Tax Witholding AM Unlevered Free Cash Flow Present Value Calculation Midpoint Cost of Capital (2) Midpoint Terminal Multiple (3) Terminal Value (4) Periods to Discount Present Value of Cash Flows Present Value of Terminal Value Implied Enterprise Value Less: Net Debt (5) Implied Equity Value Common Units Outstanding (5) Implied AM Common Unit Price Discount Rate 13.0% 12.1% 11.0% AM Modified Coverage Case Terminal Multiple 11.0x $30.58 $31.94 $33.61 12.1x $34.13 $35.61 $37.43 Three Months Ending, 12/31/18E 13.0x $37.03 $38.61 $40.56 $199 (60) $139 (14) (159) (2) ($36) 12.1% 12.1x 0.12 $629 7,591 $8,220 (1,522) $6,698 188.1 $35.61 Source: Antero management. Assumes present value date as of October 5, 2018. (1) Represents IDR payments implied by a full payout scenario. (2) Represents midpoint of Baird's selected AM WACC sensitivity range (see page 31). (3) Represents midpoint of comparable transaction multiples (see page 43). Based on 2022E adjusted EBITDA of $1,017 million. (5) Represents estimated net debt and fully diluted common units outstanding as of September 30, 2018. 2019E $989 (336) $652 (39) (776) (6) ($169) 0.74 For the Year Ending December 31, 2020E 2021E $1,222 Discount Rate 13.0% 12.1% 11.0% (428) $795 (63) (656) (6) $69 1.74 Preliminar Draft 11.0x $30.58 $31.94 $33.61 $1,413 (524) $890 (44) (386) (6) $453 2.74 2022E $1,642 12.1x $34.13 $35.61 $37.43 (625) $1,017 (58) (294) (6) $659 AM Management Case Terminal Multiple 3.74 BAIRD Terminal Value $12,309 4.24 13.0x $37.03 $38.61 $40.56 Project Bronco | Page 32#331 Detailed AM Valuation Analysis Discounted Distribution Analysis Confidential - Preliminary Draft#341AM VALUATION SUMMARY Implied valuation ranges per AM Common Unit based on Discounted Distribution Analysis $ per AM Common Unit $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 Discounted Distribution Analysis Methodology $40.56 $30.58 Discounted Cash Flow Analysis $40.36 $31.51 Discounted Distribution Analysis $35.10 $24.45 reliminar Draft Selected Public Comparables Analysis $43.38 $29.36 Selected Precedent Transactions Analysis Implied equity value per AM Common Unit based on the present value of future forecast cash distributions attributable to AM common unitholders Discount rate range derived from a cost of equity analysis for AM, utilizing CAPM ■ Terminal value based on a terminal yield calculation, derived from an observation and analysis of AM's current publicly traded midstream MLP peer group BAIRD Project Bronco | Page 34#351 AM COST OF EQUITY ANALYSIS (1) (2) Cost of Equity (3) (4) (5) Risk-free Interest Rate (1) (9) Levered Beta Market Premium (3) Size Premium ¹ Cost of Equity (5) CAPM 3.3% 1.43 6.9% 0.9% 14.1% Source: AM filings and Bloomberg. Represents estimated 20-year treasury rate as of October 5, 2018. Represents two-year levered equity beta as of February 23, 2018, the date prior to the announcement of the Special Committee Formation. Large company stock total returns minus long-term government bond income returns as computed by Duff & Phelps LLC. 7 Preliminar Draft Source: Duff & Phelps LLC size premium based on AM's equity market value as of October 5, 2018. Cost of equity is calculated using CAPM (e.g. cost of equity risk-free interest rate + levered equity beta market risk premium + size premium). BAIRD As a result of its cost of equity analysis, Baird utilized a range of 13.0 % -15.0% for purposes of its discounted distribution analysis herein Project Bronco | Page 35#361 AM DISCOUNTED DISTRIBUTION ANALYSIS ($ in millions, except per unit data) Distribution Per AM Common Unit Present Value Calculation Cost of Equity (1) Terminal Yield (2) Terminal Value (3) Periods to Discount Present Value of Distributions Present Value of Terminal Value Implied AM Common Unit Price Cost of Equity 15.0% 14.1% 13.0% (2) (3) 14.1% 8.3% 9.0% $31.51 $32.46 $33.61 AM Modified Coverage Case Terminal Yield Three Months Ending, 12/31/18E 8.3% $33.29 $34.30 $35.52 $0.470 0.12 $9.63 28.12 $37.74 8.0% $34.34 $35.39 $36.66 Source: Antero management. Assumes present value date as of October 5, 2018. (1) Represents midpoint of Baird's selected AM cost of equity sensitivity range (see page 35). Represents 2018E median yield of public comparables (see page 39). Based on 2022E distribution of $4.100. 2019E $2.210 0.74 Distribution Estimates 2021E 2020E Cost of Equity 15.0% 14.1% 13.0% $2.850 1.74 9.0% $34.65 $35.70 $36.97 Trellminan. Draft $3.420 2.74 2022E AM Management Case Terminal Yield 8.3% $36.62 $37.74 $39.10 $4.100 3.74 8.0% $37.80 $38.96 $40.36 BAIRD Terminal Value $49 4.24 Project Bronco | Page 36#371 Confidential - Preliminary Draft Detailed AM Valuation Analysis Selected Public Comparables Analysis#381AM VALUATION SUMMARY Implied valuation ranges per AM Common Unit based on Selected Public Comparables Analysis $ per AM Common Unit $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 Selected Public Comparables Analysis Methodology $40.56 $30.58 Discounted Cash Flow Analysis $40.36 $31.51 Discounted Distribution Analysis $35.10 $24.45 Telliminar Draft Selected Public Comparables Analysis $43.38 Implied equity value per AM Common Unit based on comparisons with publicly traded midstream MLPs Valuation benchmarks include: $29.36 Selected Precedent Transactions Analysis BAIRD - Per unit price implied by multiples of Total Enterprise Value to 2019E and 2020E Adj. EBITDA (EBITDA excluding IDR payments) - Per unit price implied by multiples of Price to 2019E and 2020E DCF Attributable to LP unitholders (measured by running total DCF through the AM IDR waterfall) Per unit price implied by 2019E and 2020E Distribution Yields Project Bronco | Page 38#391 AM SELECTED PUBLIC COMPARABLES ($ in millions, except per unit data) High Growth Mature MLPs Partnership CNX Midstream Partners LP Hess Midstream Partners LP Noble Midstream Partners LP Oasis Midstream Partners LP Low Median High EnLink Midstream Partners, LP EQT Midstream Partners, LP Western Gas Partners, LP Low Median High Antero Midstream Partners LP (6) Antero Midstream Partners LP (7) Market Stats 10/05/18 Unit Price $19.92 22.88 40.36 22.62 $18.68 52.67 45.80 $29.74 $29.74 Implied Firm Value (1) $1,766 1,218 2,769 1,129 $1,129 1,492 2,769 $12,422 9,476 12,065 $9,476 12,065 12,422 $6,963 $6,963 Current Yield 6.7% 6.0% 5.3% 7.3% 5.3% 6.4% 7.3% 8.4% 8.3% 8.3% 8.3% 8.3% 8.4% 5.6% 5.6% 2018E 6.8% 7.9% 6.2% 7.1% 5.4% 5.4% 6.5% 7.4% Yield 2019€ 7.4% 8.9% 8.4% 8.3% 8.3% 6.5% Valuation Statistics Price / CAFD per LP (2) 2019E 2020E 2020E 9.0% 8.9% 8.1% 11.0% 6.5% 7.8% 7.5% 8.6% 8.9% 11.0% 7.8% 10.1x 8.4% 8.5% 9.5% 10.8% 8.3% 8.4% 8.5% 8.3% 8.9% 9.3% 8.4% 9.5% 10.8% 9.7x 5.7% 7.5% 9.4% 5.8% 7.4% 9.6% 12.8x 11.4x 8.5x 7.8x 8.2x 9.5x 8.1x 8.2x 7.8x 8.2x 9.9x 8.3x 10.1x 12.8x 11.4x 11.0x 10.8x 8.2x 12.0x 10.3x Source: Antero management, Company Fillings and Wall Street Research as of October 5, 2018. Note: Market data are pro forma for any capital markets and M&A transactions announced or completed since the most recent filings. (1) Implied Firm Value excludes the value of the general partner's IDRS. (2) Defined as Price per LP unit divided by cash available for distribution to the LP unit holders under a full payout scenario. (3) Wall Street consensus estimates. (4) EBITDA less IDR distributions to sponsor. Enterprise Value / Ad. EBITDA (3)(4) 2019E 2020E 9.3% 10.4x 10.1x 11.1x (5) Represents the percentage of total distributions paid out to the IDRS. (6) Implied Firm Value based on June 30, 2018 10-Q. Cash flow and distribution metrics based on Wall Street consensus estimates. (7) Implied Firm Value based on June 30, 2018 10-Q, Cash flow and distribution metrics based on Antero management forecast. 8.2x 11.0x 10.2x 9.2x 10.0x 10.7x 10.1x 12.0x 11.2x 9.3x 6.9x 9.9x 8.6x 7.7x 9.5x 8.2x 10.4x 10.1x 9.3x 11.1x 9.8x 10.7x 10.1x 12.0x 11.2x 9.2x 7.8x 8.0x 6.9x 7.9x 8.6x 7.7x 9.8x 8.4x 8.0x Telliminary Graft Distribution CAGR (3) 2018E-2021E 15.1% 14.3% 20.0% 18.6% 14.3% 16.9% 20.0% 0.7% 10.6% 5.3% 0.7% 5.3% 10.6% 23.1% 25.9% Growth and Financial Health % of Total 2019E Dist. to IDRS (5) Dist. Cash Flow/ Total Distributions (3) 2019E 2020E 18.2% 3.2% 16.5% 3.6% 3.2% 10.0% 18.2% 9.8% 36.1% 35.2% 9.8% 35.2% 36.1% 36.5% 36.3% 1.50x 1.13x 1.89x 1.63x 1.21x 1.13x 1.13x 1.14x 1.57x 1.41x 1.89x 1.76x 1.10x 1.13x 1.21x 1.53x 1.14x 1.14x 1.31x 1.76x 1.30x 1.10k 1.08 1.29x 1.16x 1.08x 1.16x 1.29x 1.04x BAIRD 1.16x Net Debt / 2018E EBITDA (3) 2.5x NM 2.3x 2.4x 2.3x 2.4x 2.5x 3.8x 3.0x 3.4x 3.0x 3,4x 3.8x 2.0x 2.3x Project Bronco | Page 39#401 AM SELECTED PUBLIC COMPARABLES ANALYSIS ($ in millions, except per unit data) ☐ Baird applied the range of valuation multiples derived from the high growth MLPs in its Selected Public Comparables Analysis in recognition of AM's current growth rate Yield (5) (6) Price / CAFD (4) EV/ EBITDA Metric 2019E Yield 2020E Yield Price / 2019E CAFD Price / 2020E CAFD EV/2019E Adj. EBITDA EV/ 2020E Adj. EBITDA AM Metric (1) $2.21 $2.85 Source: Antero management. (1) IDR cash flow excluded from AM metric. (2) Based on range of high growth midstream MLP peers (see previous page). Median of 2019E and 2020E values. (3) (4) $2.75 $3.24 $753 $867 Selected Metrics Range (2) Low High 6.5% 7.8% 8.9% 11.0% Implied AM Price Per Common Unit (3) 8.2x 7.8x Implied AM Price Per Common Unit (3) 8.2x 6.9x 12.8x 11.4x Implied AM Firm Value (3) Less: Net Debt (5) Implied AM Equity Value AM Total Common Units Outstanding Implied AM Price Per Common Unit Overall Implied AM Common Unit Price - AM Management Case (6) 11.0x 8.6x Defined as Price per LP unit divided by cash available for distribution to the LP unit holders under a full payout scenario. Represents estimated net debt and fully diluted common units outstanding as of September 30, 2018. Applies equal weighting to each respective summary range. Overall Implied AM Common Unit Price - AM Modified Coverage Case (6) (5) Tellminan. Draft Implied AM Valuation Range Low High $24.71 $25.98 $25.35 $22.52 $25.24 $23.88 $6,189 $6,011 $6,100 ($1,522) $4,578 188.1 $24.34 $24.52 BAIRD $24.45 $34.12 $36.43 $35.28 $35.24 $36.93 $36.09 $8,321 $7,488 $7,904 ($1,522) $6,382 188.1 $33.93 $35.10 $34.97 Project Bronco | Page 40#411 Detailed AM Valuation Analysis Selected Transactions Analysis Confidential - Preliminary Draft#42$ per AM Common Unit 1 AM VALUATION SUMMARY Implied valuation ranges per AM Common Unit based on Selected Precedent Transactions Analysis $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 T Selected Precedent Transactions Analysis Methodology $40.56 $30.58 Discounted Cash Flow Analysis $40.36 $31.51 Discounted Distribution Analysis $35.10 $24.45 Tellminar Draft Selected Public Comparables Analysis $43.38 $29.36 BAIRD Selected Precedent Transactions Analysis Implied equity value per AM Common Unit based on comparisons with similar precedent corporate transactions in the midstream energy sector Valuation benchmarks include: - Per unit price implied by multiples of Total Transaction Value to NTM EBITDA Project Bronco | Page 42#43Announced Date 1 SELECTED PRECEDENT TRANSACTIONS Selected corporate midstream transactions with values of greater than $1.0 billion for which data were publicly available 05/17/18 Williams Companies, Inc. 04/26/18 EQT Midstream Partners, LP 02/01/17 ONEOK Inc. Buyer(s) 11/21/16 Sunoco Logistics Partners LP 09/26/16 Columbia Pipeline Group, Inc. 11/03/15 07/13/15 Targa Resources Corp. MPLX LP 05/06/15 Crestwood Equity Partners LP 01/26/15 Energy Transfer Partners, LP. 01/21/15 Kinder Morgan Inc. 04/28/14 Access Midstream Partners LP Seller(s) Williams Partners LP Rice Midstr aml ONEOK Partners LP Energy Transfer Partners, LP. Columbia Pipeline Partners Targa Resources Partners LP MarkWest Energy Partners, LP. Crestwood Midstream Partners LP Regency Energy Partners LP Hiland Partners LP Williams Partners LP Transaction Value (SMM) $10,470 Low (1) Median High (1) 2,43 13,988 52,364 9,684 11,198 21,588 4,895 17,595 3,000 36,793 Trans. Value / Fwd. EBITDA Source: Company and partnership filings, investor presentations, press releases and transcripts, S&P Capital IQ and Wall Street research. (1) Excludes lowest and highest metrics to remove the impact of potential outlier effects from the analysis. 12.2x 9.3x 12.1x 10.6x 12.0x 12.0x 14.9x 12.6x 13.7x 10.0x 13.5x 10.0x 12.1x 13.7x Transaction Summary Preliminar Draft EQM merged with Williams acquired Williams Partners LP in a stock-for-unit exchange na unit-for-unit exchange BAIRD ONEOK, Inc. merged with its underlying MLP in an all-stock transaction, eliminating the IDRS Sunoco merged with Energy Transfer, under common GP ownership, in an all- stock transaction Columbia Pipeline Group, Inc. acquired all of the outstanding common units of Columbia Pipeline Parnters, not already beneficially owned Targa Resources merged with its underlying MLP in an all-stock transaction, eliminating the IDRS MPLX acquired MarkWest for stock and cash consideration Crestwood Equity merged with its underlying MLP in an all-stock transaction, eliminating the IDRS Energy Transfer merged with Regency, under common GP ownership, for stock and cash consideration Kinder Morgan acquired Hiland Partners in an all cash transaction Access Midstream merged with Williams Partners, under common GP ownership, for stock and cash consideration Project Bronco | Page 43#441 AM PRECEDENT TRANSACTIONS ANALYSIS ($ in millions, except per unit data) ■ Baird selected a group of corporate midstream transactions (for which data were publicly available) that we deemed relevant valuation benchmarks Metric Transaction Value / Forward EBITDA AM NTM Adj. EBITDA $705 (1) Source: Antero management, partnership filings and S&P Capital IQ. IDR cash flow excluded from AM metric. Selected Preced. Trans. Multiples Low High 10.0x Less: Net Debt (3) 13.7x Implied AM Common Unit Price - AM Management Case Implied AM Common Unit Price - AM Modified Coverage Case (2) Implied AM Equity Value AM Total Common Units Outstanding (3) Preliminar. Praft (2) Based on range of precedent transactions (see previous page). Excludes lowest and highest metrics to remove the impact of potential outlier effects from the analysis. (3) Represents estimated net debt and fully diluted common units outstanding as of September 30, 2018. Implied AM Valuation Range Low High $7,045 (1,522) $5,523 188.1 BAIRD $29.36 $29.48 $9,652 (1,522) $8,130 188.1 $43.22 $43.38 Project Bronco | Page 44#452 AMGP VALUATION ANALYSIS Confidential - Preliminary Draft#46(2) AMGP MANAGEMENT CASE: FINANCIAL SUMMARY AMGP's cash flows are derived from the IDRS associated with AM ($ in millions, except per share figures) Distributions from AM IDRS Less: Series B Profits Interest Less: G&A Expense Less: Corporate Taxes Total AMGP Cash Flow Total Common Shares Outstanding Distribution per Common Share Year-over-Year Growth (%) AMGP Cash Flow ($ in millions) $143 $7 $36 $100 2018E Div to AMGP Source: Antero management. $236 $12 $58 $165 2019E 2018-2022 CAGR: 42% 2017A $355 $19 $87 $249 $70 Tax + G&A 2020E (2) (6) (26) $35 186.2 $0.161 NM $462 $26 $112 2018E $324 $143 (7) (2) (34) Series B 2021E $100 186.2 $0.539 NM $589 $33 $142 $414 2019E 2022E $236 (12) (2) (56) $165 186.2 $0.888 65% 2020E $355 (19) (2) (85) $249 186.2 $1.340 51% $0.54 2021E 2018E $462 (26) (2) (110) $324 AMGP Dividend Forecast ($/share) 186.2 $1.742 30% $0.50 LQA reliminary Prafi 2022E $0.89 2019E $589 (33) (2) (140) $414 186.2 $2.222 28% 2018-2022 CAGR: 42% 2018-2022 CAGR $1.34 2020E 42% 42% $1.74 2021E BAIRD NTM 9/30/2019 $210 (11) (2) 50 $248 186.2 $0.792 $2.22 2022E Project Bronco | Page 46#47(2) AMGP MODIFIED COVERAGE CASE: FINANCIAL SUMMARY AMGP's cash flows are derived from the IDRS associated with AM ($ in millions, except per share figures) Distributions from AM IDRS Less: Series B Profits Interest Less: G&A Expense Less: Corporate Taxes Total AMGP Cash Flow Total Common Shares Outstanding Distribution per Common Share Year-over-Year Growth (%) AMGP Cash Flow ($ in millions) $143 $7 $36 $100 2018E Div to AMGP Source: Antero management. $231 $12 $57 $162 2019E 2018-2022 CAGR: 38% 2017A $325 $17 $79 $228 $70 Tax + G&A 2020E (2) (6) (26) $35 186.2 $0.161 NM $409 $22 $99 2018E $287 $143 2021E (7) (2) (34) Series B $100 186.2 $0.539 NM $512 $29 $124 $359 2019E 2022E $231 (12) (2) (55) $162 186.2 $0.871 62% 2020E $325 (17) (2) (77) $228 186.2 $1.227 41% $0.54 2021E 2018E $409 $287 AMGP Dividend Forecast ($/share) (22) (2) (97) 186.2 $1.544 26% $0.50 LQA reliminan, Praft 2022E $0.87 2019E $512 (29) (2) (122) $359 2018-2022 CAGR: 38% 186.2 $1.929 25% 2018-2022 CAGR $1.23 2020E 38% 38% $1.54 2021E BAIRD NTM 9/30/2019 $208 (11) (2) 50 $245 186.2 $0.784 $1.93 2022E Project Bronco | Page 47#482 AM / AMGP CASH FLOW RELATIONSHIP - USING MANAGEMENT CASES IDRS AS A % OF TOTAL AM DISTRIBUTED CASH FLOW $1,600 $1,200 $800 $400 $0 $1.72 2018E 22% Source: Antero management. $317 $247 AM Distribution / Unit ($ / unit) 2017A $70 $1.66 LQA 2018-2022 CAGR: 24% $2.21 ITotal IDRS 2019E 30% $443 $310 $133 LQA $2.85 2020E 31% $464 $321 $143 2018E $3.42 2021E Distributions to AM $4.10 2022E 36% $649 $414 $236 2019E -IDRs % of AM Distributed Cash Ventivo Preliminary Draft 40% $0.54 $889 2018E $533 $355 2020E AMGP Dividend / Unit ($/share) $0.50 $1,102 LQA 42% $640 $462 2018-2022 CAGR: 42% 2021E $0.89 2019E $1.34 2020E $1,356 43% $767 $589 2022E $1.74 2021E BAIRD 60% 45% 30% 15% 0% $2.22 2022E Project Bronco | Page 48#49Discounted Cash Flow Analysis (2) AMGP CORE VALUATION APPROACH Baird's analytical framework derives the value of AMGP common shares across four core methodologies, utilizing both the AMGP Management Case and the AMGP Modified Coverage Case Discounted Distribution Analysis Selected Public Comparables Analysis Selected Precedent Transactions Analysis Trellminan. Draft ■ Implied equity value per AMGP common share based on the present value of future unlevered free cash flows attributable to AMGP common shareholders Discount rate range derived from a weighted average cost of capital analysis for AMGP, utilizing CAPM ■ Terminal value based on a terminal multiple calculation, derived from an observation and analysis of precedent transactions Implied equity value per AMGP common share based on the present value of future forecast cash distributions attributable to AMG P common shareholders BAIRD ■ Discount rate range derived from a cost of equity analysis for AMGP, utilizing CAPM ■ Terminal value based on a terminal yield calculation, derived from an observation and analysis of AMGP's current publicly traded peer group Implied equity value per AMGP common share based on comparisons with similar publicly traded MLP general partners Valuation benchmarks include: - Per share price implied by multiples of Total Enterprise Value to 2019E EBITDA - Per share price implied by multiples of Price to CAFD Attributable to AMGP common shareholders - Per share price implied by 2019E Distribution Yields As a result of the substantial disparity in AMGP's near term growth relative to its closest peer group, Baird utilized AMGP's 2022 forecasted metrics for purposes of its Selected Public Comparables analysis. Baird discounted the resulting implied valuations to present utilizing its derived midpoint cost of equity for AMGP. - ■ Implied equity value per AMGP common chare based on comparisons with similar precedent transactions involving MLP general partners Valuation benchmarks include: - Per share price implied by multiples of Total Transaction Value to Total NTM IDR cash flow, normalized for a 1.1x coverage ratio at the underlying MLP Baird focused on acquisitions of high-growth IDR streams for purposes of this analysis, as a way to best reflect the current growth profile of AMGP Project Bronco | Page 49#502 AMGP SUMMARY VALUATION ANALYSIS Implied valuation ranges per AMGP common share across core methodologies (1) $ per AMGP Common Share $40.00 $30.00 $20.00 $10.00 $27.10 $20.14 Discounted Cash Flow Analysis Valuation Methodology Discounted Cash Flow Analysis Discounted Distribution Analysis Selected Public Comparables Analysis Selected Precedent Transactions Analysis Median Reference Median provided for informational purposes. $25.43 $18.41 Discounted Distribution Analysis $27.12 $20.14 $18.41 $19.36 $25.24 $19.75 $19.36 Selected Public Comparables Analysis Implied AMGP Common Share Price Ranges Low High Treliminar. Praft $27.10 $25.43 $27.12 $30.16 $27.11 Reference Median (¹): $23.43 $30.16 $25.24 Selected Precedent Transactions Analysis Reference Median $23.62 $21.92 $23.24 $27.70 $23.43 BAIRD Project Bronco | Page 50#51Confidential - Preliminary Draft 2 Detailed AMGP Valuation Analysis Discounted Cash Flow Analysis#522 AMGP SUMMARY VALUATION ANALYSIS Implied valuation ranges per AMGP common chare based on Discounted Cash Flow Analysis $ per AMGP Common Share $40.00 $30.00 $20.00 $10.00 Discounted Cash Flow Analysis Methodology $27.10 $20.14 Discounted Cash Flow Analysis $25.43 $18.41 Discounted Distribution Analysis $27.12 $19.36 Treilminan. Draft Selected Public Comparables Analysis $30.16 $25.24 Selected Precedent Transactions Analysis BAIRD Implied equity value per AMGP common share based on the present value of future unlevered free cash flows attributable to AMGP common shareholders Discount rate range derived from a weighted average cost of capital analysis for AMGP, utilizing CAPM Terminal value based on a terminal multiple calculation, derived from an observation and analysis of precedent transactions Project Bronco | Page 52#532) AMGP WEIGHTED AVERAGE COST OF CAPITAL ANALYSIS (2) (3) Cost of Equity (4) (5) Cost of Debt Cost of Capital Components Risk-free Interest Rate (¹) Levered Beta (2) Market Premium Size Premium Cost of Equity (5) AMGP has no outstanding debt 3.3% 1.61 6.9% 1.4% 15.8% reliminary Pratt Implied Weighted Average Cost of Capital ("WACC") AMGP Market Value of Equity AMGP Net Debt Outstanding Total AMGP Firm Value AMGP Equity Market Value / Firm Value x Cost of Equity Cost of Equity Contribution AMGP Net Debt / Firm Value x Cost of Debt Cost of Debt Contribution Total Implied WACC Source: AMGP filings and Bloomberg. (1) Represents estimated 20-year treasury rate as of October 5, 2018. Represents two-year levered equity beta as of February 23, 2018, the date prior to the announcement of the Special Committee Formation. Large company stock total returns minus long-term government bond income returns as computed by Duff & Phelps LLC. Source: Duff & Phelps LLC size premium based on AMGP'sequity market value as of October 5, 2018. Cost of equity is calculated using CAPM (e.g. cost of equity risk-free interest rate levered equity beta market risk premium+ size premium). BAIRD $3,261 ΝΑ $3,261 100.0% 15.8% 15.8% 0.0% 0.0% 0.0% 15.8% Based on AMGP's capital structure, which includes no debt, its weighted average cost of capital is equal to its cost of equity of 15.8% ■ As a result of its weighted average cost of capital analysis, Baird utilized a range of 14.5% -16.5% for purposes of its discounted cash flow analysis herein Project Bronco | Page 53#542 AMGP DISCOUNTED CASH FLOW ANALYSIS ($ in millions, except per share data) Distribution from IDRs Less: Series B Profit Interest Less: G&A Expense Less: Federal and State Taxes AMGP Unlevered Free Cash Flow Present Value Calculation Midpoint Cost of Capital (1) Midpoint Terminal Multiple (2) Terminal Value (3) Periods to Discount Present Value of Cash Flows Present Value of Terminal Value Implied Enterprise Value Less: Net Debt (4) Implied Equity Value Common Shares Outstanding (4) Implied AMGP Common Share Price Discount Rate 16.50% 15.80% 14.50% (3) (4) AMGP Modified Coverage Case Terminal Multiple 16.0x $20.14 $20.61 $21.53 17.1x $21.28 Three Months Ending, 12/31/18E $21.78 $22.76 $43 (2) (1) Source: Antero management. Assumes present value date as of October 5, 2018. (1) Represents midpoint of Baird's selected AMGP WACC sensitivity range (see page 53). (2) Represents median of comparable transactions (see page 66). Based on 2022E unlevered free cash flow of $414 million. Represents estimated net debt and common shares outstanding as of September 30, 2018. (10) $30 15.8% 17.1x 0.12 $828 3,805 $4,633 $4,633 186.2 $24.88 18.0x $22.16 $22.69 $23.71 2019E $236 (12) (2) (56) $165 0.74 For the Year Ending December 31, 2020E 2021E Discount Rate 16.50% 15.80% 14.50% $355 (19) (2) (85) $249 1.74 Trellminan. Draft 16.0x $22.99 $23.54 $24.59 $462 (26) (2) (110) $324 2.74 AMGP Management Case Terminal Multiple 2022E 17.1x $24.30 $24.88 $26.00 $589 (33) (2) (140) $414 3.74 18.0x $25.32 $25.92 $27.10 **** BAIRD Terminal Value $7,087 4.24 Project Bronco | Page 54#55Confidential - Preliminary Draft 2 Detailed AMGP Valuation Analysis Discounted Distribution Analysis#562 AMGP SUMMARY VALUATION ANALYSIS Implied valuation ranges per AMGP common share based on Discounted Distribution Analysis $ per AMGP Common Share $40.00 $30.00 $20.00 $10.00 Discounted Distribution Analysis Methodology $27.10 $20.14 Discounted Cash Flow Analysis $25.43 $18.41 Discounted Distribution Analysis $27.12 $19.36 Preliminar Draft Selected Public Comparables Analysis $30.16 $25.24 Selected Precedent Transactions Analysis BAIRD Implied equity value per AMGP common share based on the present value of future forecast cash distributions attributable to AMGP common shareholders Discount rate range derived from a cost of equity analysis for AMGP, utilizing CAPM ■ Terminal value based on a terminal yield calculation, derived from an observation and analysis of AMGP's current publicly traded peer group Project Bronco | Page 56#572 AMGP COST OF EQUITY ANALYSIS (2) (3) Cost of Equity (4) (5) Risk-free Interest Rate (3) Levered Beta ¹2 Market Premium) Size Premium (4) Cost of Equity (5) CAPM Source: AMGP filings and Bloomberg. (1) Represents estimated 20-year treasury rate as of October 5, 2018. Represents two-year levered equity beta as of February 23, 2018, the date prior to the announcement of the Special Committee Formation. Large company stock total returns minus long-term government bond income returns as computed by Duff & Phelps LLC. Source: Duff & Phelps LLC size premium based on AMGPs equity market value as of October 5, 2018. Cost of equity is calculated using CAPM (e.g. cost of equity risk-free interest rate levered equity beta market risk premium size premium). 3.3% 1.61 6.9% 1.4% 15.8% Preliminan. Draft BAIRD As a result of its cost of equity analysis, Baird utilizes a range of 14.5% -16.5 % for purposes of its dividend discount analysis herein Project Bronco | Page 57#582 AMGP DISCOUNTED DISTRIBUTION ANALYSIS ($ in millions, except per share data) Distribution Per AMGP Common Share Present Value Calculation Cost of Equity (1) Terminal Yield (2) Terminal Value (3) Periods to Discount Discounted Distributions Discounted Terminal Value Implied AMGP Common Share Price Cost of Equity 16.50% (1) (2) (3) 15.80% 14.50% 15.8% 6.5% 7.0% $18.41 $18.84 $19.67 AMGP Modified Coverage Case Terminal Yield Three Months Ending, 12/31/18E Source: Antero management. Assumes present value date as of October 5, 2018. Discount rate based on estimated cost of equity for AMGP (see previous page). Based on analysis of public comparables (see page 62). Based on 2022E distribution of $2.222. 6.5% $19.52 $19.98 $20.86 $0.164 0.12 $4.45 18.36 $22.80 6.0% $20.82 $21.30 $22.26 2019E $0.888 0.74 Distribution Estimates 2021E 2020E Cost of Equity 16.50% 15.80% 14.50% $1.340 1.74 Preliminary Draft 7.0% $21.00 $21.49 $22.45 $1.742 2.74 AMGP Management Case Terminal Yield 6.5% $22.28 2022E $22.80 $23.82 $2.222 3.74 6.0% $23.77 $24.33 $25.43 BAIRD Terminal Value $34 4.24 Project Bronco | Page 58#59Confidential - Preliminary Draft 2 Detailed AMGP Valuation Analysis Selected Public Trading Comparables#60$ per AMGP Common Share 2 AMGP SUMMARY VALUATION ANALYSIS Implied valuation ranges per AMGP common share based on Selected Public Comparables Analysis $40.00 $30.00 $20.00 $10.00 Selected Public Comparables Analysis Methodology $27.10 $20.14 Discounted Cash Flow Analysis $25.43 $18.41 Discounted Distribution Analysis $27.12 $19.36 rellminan. Draft Selected Public Comparables Analysis $30.16 $25.24 Selected Precedent Transactions Analysis BAIRD Implied equity value per AMGP common share based on comparisons with publicly traded MLP general partners Valuation benchmarks include: - Per share price implied by multiples of Total Enterprise Value to 2019E EBITDA - Per share price implied by multiples of Price to CAFD Attributable to AMGP common shareholders - Per share price implied by 2019E Distribution Yields As a result of the substantial disparity in AMGP's near term growth relative to its closest peer group, Baird utilized AMGP's 2022 forecasted metrics for purposes of its Selected Public Comparables analysis. Baird discounted the resulting implied valuations to present utilizing its derived midpoint cost of equity for AMGP. Project Bronco | Page 60#61Yield 2 AMGP'S UNIQUE GROWTH PROFILE RELATIVE TO PEERS AMGP's current valuation metrics are vastly different than its closest peers due to its significant growth expectations Firm Value / EBITDA Price / CAFD 10% 8% 6% 4% 2% 0% 60% 50% 40% 30% 20% 10% 5.0% 0% 3.0 % 2018 2019 48% 7.0% 7.3% 6.3% 6.7% 8% 7.3% ETE 5.7% AMGP ETE ENLC EQGP WGP Distribution Growth 2018-2021 (Using Management Cases) AMGP Current Comparison 8.1% 72% 9% AMGP ENLC Source: Antero management, Partnership filings and S&P Capital IQ. 30x 25x 18% 20x 15x 10x 5x Ox EQGP 245, 14.9x AMGP AMGP's growth begins to resemble peers by 2022 10% 2018 2019 WGP 13.6x33x 13.7% 13.0x ETE ENLC 17.7x EQGP 60% 50% 40% 30% 20% 10% 13.4x 13.9x 0% Confiska Preliminary Praft 12.6x WGP 28% AMGP 21-22 Growth 35x 32.7x 30x 25x 20x 15x 10x 5x 0x + 8% 19.9x ΕΤΕ 12.6024x 2018 2019 AMGP in 2021/2022 AMGP ETE ENLC 9% 13.32.6x ENLC 18% BAIRD 17.7x 134x 138x 12.6x EQGP WGP 10% EQGP WGP Project Bronco | Page 61#622) AMGP SELECTED PUBLIC COMPARABLES ANALYSIS ($ in millions, except per unit values) Partnership Energy Transfer Equity, LP. (3) EnLink Midstream, LLC EQT GP Holdings LP Western Gas Equity Partners LP Antero Midstream GP LP (4) Antero Midstream GP LP (5) Equity 10/05/18 Market Price Value $17.50 17.16 21.28 32.46 Low Median High $20,269 3,108 6,436 7,107 Market Stats Implied Current Firm Annualized Distr. Value GP (1) LP (1) GP (1) LP (1) $26,740 $1.22 3,192 1.07 6,436 1.22 7,133 2.33 $3,108 $3,192 $1.07 6,772 6,784 1.22 20,269 26,740 2.33 $2.26 7.0% 1.56 6.2% 4.36 5.8% Current Yield 3.80 7.2% 10.1% 8.4% 8.3% 8.3% $1.56 5.8% 8.3% 3.03 6.6% 8.3% 4.36 7.2% 10.1% $17.51 $3,261 $3,255 $0.50 $1.66 2.9% 5.6% $17.51 $3,261 $3,255 $0.50 $1.66 2.9% 5.6% Differential (Bps) (314) Yield (2) 2018E 2019E 7.0% 7.3% (213) 6.3% (253) 5.7% 6.7% (112) 7.2% 8.1% (273) 3.0% 7.3% (314) 5.7% 6.7% (233) 6.6% 7.3% (112) 7.2% 8.1% No pro forma adjustments for the announced ETE/ETP merger. Implied Firm Value based on June 30, 2018 10-Q. Cash flow and distribution metrics based on Wall Street consensus estimates. (5) Implied Firm Value based on June 30, 2018 10-Q. Cash flow and distribution metrics based on Antero management forecast. 5.0% (273) 3.1% 5.1% Source: Antero management, Company and Partnership filings, S&P Capital IQ and Wall Street Research as of October 5, 2018. Note: Market data are pro forma for any capital markets and M&A transactions announced or completed since the most recent filings. (1) Values in the GP columns represent those for the public general partners. Values in the MLP column represent those for the public "operating" MLP. Wall Street consensus estimates. (2) (3) Valuation Stats Firm Value / EBITDA (2) 2019E 2018E 13.6x 13.7x 17.7x 13.9x Trellminan Draft 13.6x 13.8x 17.7x 24.5× 24.3x 13.3x 13.0x 13.4x 12.6x 12.6x 13.2x 134x 14.9x 14.7x Price / CAFD (2) 2019E 2018E 12.6x 13.3x 17.7x 13.8x 12.6x 13.6x 17.7x 32.7x 32.5x 12.4x BAIRD Growth 2018E-2021E Distribution Growth CAGR (2) GP (1) LP (1) 7.9% 3.0% 12.6x 8.6% 0.7% 13.4x 13.4x 18.3% 10.6% 12.6x 9.8% 5.3% 12.4x 7.9% 0.7% 12.6x 9.2% 4.1% 18.3% 10.6% 19.9x 44.5% 23.1% 19.7x 47.8% 25.9% Project Bronco | Page 62#632 AMGP PUBLIC COMPARABLES ANALYSIS ($ in millions, except per share data) Yield Price / CAFD EV/ EBITDA Metric AMGP 2022 Mgmt Case AMGP 2022 Mgmt Case AMGP 2022 Mgmt Case AMGP Metric (¹) $2.22 $2.22 Midpoint Metric (2) 6.2% 16.3x $554 14.0x Selected Metrics Range Low 7.2% (5) Implied AMGP Price Per Share 15.3x Implied AMGP Price Per Share (5) 13.0x High 5.2% 17.3x 15.0x Less: Net Debt Implied AMGP Equity Value (5) AMGP Common Shares Outstanding (5) Implied AMGP Price per Share Overall Implied AMGP Common Share Price - AMGP Management Case (7) Overall Implied AMGP Common Share Price - AMGP Modified Coverage Case (7) Implied AMGP Valuation Range (Undiscounted) High Low $31.04 $31.04 $33.91 $33.91 $7,226 $7,226 186.2 $38.81 $34.58 Trellminan. Draft $30.02 Source: Antero management. (1) AMGP metrics represent year ended December 31, 2022. AMGP EBITDA represents AMGP cash flow less distributions to Series 8 holders and G&A expenses. (2) Represents midpoint of AMGP valuation statistics utilizing Wall Street consensus estimates and the median metric of comparable publicly traded general partners (see page 62). Midpoint metric sensitized by +/- 100 bps or +/-1.0x. (3) (4) Discounted to October 5, 2018 using AMGP's cost of equity. (5) Median of Management Case and 1.2x Coverage Floor Case. (6) Represents estimated net debt and common shares outstanding as of September 30, 2018. (7) Applies equal weighting to each respective summary range. $43.06 $43.06 $38.35 $38.35 $8,334 $8,334 186.2 $44.76 $42.06 $36.51 Implied AMGP Valuation Range (Discounted) Low High $20.01 $20.01 $21.86 $21.86 $4,659 $4,659 186.2 $25.02 $22.30 BAIRD $19.36 (4 $27.77 $27.77 $24.73 $24.73 $5,373 $5,373 186.2 $28.86 $27.12 $23.54 Project Bronco | Page 63#64Confidential - Preliminary Draft 2 Detailed AMGP Valuation Analysis Selected Transactions Analysis#65$ per AMGP Common Share 2 AMGP SUMMARY VALUATION ANALYSIS Implied valuation ranges per AMGP common share based on Selected Precedent Transactions Analysis $40.00 $30.00 $20.00 $10.00 Selected Precedent Transactions Analysis Methodology $27.10 $20.14 Discounted Cash Flow Analysis $25.43 $18.41 Discounted Distribution Analysis $27.12 $19.36 Trellminan. Draft Selected Public Comparables Analysis $30.16 $25.24 BAIRD Selected Precedent Transactions Analysis Implied equity value per AMGP common share based on comparisons with similar precedent transactions involving MLP general partners Valuation benchmarks include: - Per share price implied by multiples of Total Transaction Value to Total NTM IDR cash flow, normalized for a 1.1x coverage ratio at the underlying MLP Baird focused on acquisitions of high-growth IDR streams for purposes of this analysis, as a way to best reflect the growth profile of AMGP Project Bronco | Page 65#662 SELECTED PRECEDENT GP/IDR TRANSACTIONS ($ in millions) Announced Date Acquiror 01/22/18 Spectra Energy Partners LP 12/15/17 MPLX LP (1) (2) (3) (4) 10/19/17 Holly Energy Partners, LP 08/14/17 Andeavor Logistics SEP GP MPLX GP HEP GP LLC Andeavor GP Target 01/09/17 Williams Companies, Inc. 07/11/16 Plains All American Pipeline, LP. 12/28/10 Genesis Energy, LP. Genesis Energy, LLC 09/21/10 Penn Virginia Resource Partners, L.P. Penn Virginia GP Holdings, LP. 09/07/10 Enterprise Products Partners, L.P. 08/09/10 Inergy, L.P. 06/11/10 Buckeye Partners LP Williams Companies Plains AAP, L.P. Enterprise GP Holdings LP. Inergy Holdings, L.P. Buckeye GP Holdings, LP Source: SEC filings, Bloomberg and Wall Street research. Note: Analysis reflects selected GP acquisitions announced and closed since 2010. Excludes the value of limited partner units. IDR Tier at Acquisition 50.0% 50.0% 50.0% 50.0% 50.0% 50.0% 51.0% 50.0% 25.0% 48.7% 45.0% Overall Median GP Only Value (¹) 7,347 10,434 1,250 3,768 11,173 7,300 690 466 7,199 1,922 1,156 >25% Growth Range GP Only Value / GP Cash Flow (2) NTM Normalized @ (3) 1.1x Coverage LQA NTM Unadjusted Unadjusted 18.8x 28.3x 16.7x 17.2x 11.9x 11.4x 44.0x 17.7x 27.6x 26.5 22.8x 18.8x 17.1x 24.0x 15.3x1 15.2x1 11.9x 11.4x 37.1x1 15 5x 26 5x 22.6x 22.1x1 17.1x Preliminar Draft Based on estimated NTM MLP distribution at the time of announcement per Wall Street consensus estimates Excludes distributions from limited partner units. Represents GP/IDR cash flow as adjusted by Baird to reflect 1.1x distributable cash flow coverage at the MLP. 3-year CAGR based on LQA-CY+3. 17.1x 14.8x 15.9x 15.7x 14.4x 17.1x I 33.5x 19.0x1 124.9x1 I 25.5xI 14.9x 17.1x 24.9x-33.5x MLP Data 3-Year Est. LQA DCF Distr. CAGR (4) Coverage 5.2% 7.8% 4.7% 6.5% 0.0% 0.0% 11.0% 2.1% 6.5% NA 3.9% 1.2x 1.3x 1.0x 1.2x 1.1x 0.7x 1.5x 1.0x 1.2x 0.9x 1.1x BAIRD GP/IDR 3-Year Est. Distr. CAGR (4) 11% I 18% 10% 12% 0% 0% | 39% I 7% 25% I 25% I 389 Project Bronco | Page 66#672 AMGP PRECEDENT TRANSACTIONS ANALYSIS ($ in millions, except per unit data) ■ Given AMGP's 2018-2022 IDR CAGR of 42%, combined with AM's 2018-2022 distribution growth CAGR of 24%, Baird focused on higher growth comparable transactions in deriving its range of multiples Metric ■ Baird applied a range of normalized cash flow multiples (adjusting for a 1.1x coverage ratio) to derive a comparable transaction-based valuation for AMGP GP-Only Value / NTM Est. Normalized GP/IDR Cash Flow @ 1.1x Coverage AMGP NTM Est. Post-Tax IDR Cash Flow @ 1.1x Coverage $195 Implied AMGP Equity Value Less: Series B Conversion Value Value of GP Ownership / NTM GP Cash Flow (2) @ 1.1x Coverage High Source: Antero management. (1) Represents NTM estimated post-tax IDR cash flow, adjusted for 1.1x coverage ratio at AM. (2) Based on GP cash flow multiples adjusted for 1.1x coverage in precedent transactions (see previous page). (3) Represents estimated net debt and common shares outstanding as of September 30, 2018. (4) Represents 5.92% of equity value in excess of $2.0 billion. Low 25.0x (4) Implied AMGP Equity Value to Common Shareholders AMGP Common Shares Outstanding Implied AMGP Common Share Price (3) 30.0x Less: Net Debt Preliminary. Praft (3) Low Implied AMGP Valuation Range $4,870 $4,870 (170) BAIRD $4,701 186.2 $25.24 High $5,845 $5,845 (228) $5,617 186.2 $30.16 Project Bronco | Page 67#68Confidential - Preliminary Draft 3 MERGER CONSIDERATION ANALYSIS#69(1) 3) VALUATION ANALYSIS RECAP 7 Valuation ranges for AM Common Units and AMGP common shares across valuation methodologies Intrinsic Valuation Analysis Implied Unit / Share Price $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 $40.56 $30.58 $27.10 $20.14 Discounted Cash Flow Analysis Reference Median provided for informational purposes. $40.36 $31.51 $25.43 $18.41 AM Discounted Distribution Analysis AMGP $35.10 $24.45 $27.12 $19.36 Preliminary Draft Selected Public Comparables Analysis $43.38 $29.36 $30.16 $25.24 BAIRD Selected Precedent Transactions Analysis AM Reference Median (1) $35.75 AMGP Reference Median (1) $23.43 Project Bronco | Page 69#703.00x 3) MERGER CONSIDERATION ANALYSIS Exchange Ratio Analysis (AM Value ÷ AMGP Value) ■ The exchange ratio ranges depicted below are derived as follows for each methodology: The Low value in the range uses the lowest implied value for an AM Common Unit divided by the highest implied value for an AMGP common share 2.50x 2.00x 1.50x 1.00x 0.50x 0.00x 2.01x The High value in the range uses the highest implied value for an AM Common Unit divided by the lowest implied value for an AMGP common share 1.13x Discounted Cash Flow Analysis Reference Median (¹): 1.53x 2.19x 1.24x Discounted Distribution Analysis Aggregate Exchange Ratio (Equity + Cash) (2): 1.775x 1.81x Treliminar Draft 0.90x Selected Public Comparables Analysis (1) Represents the Reference Median of AM divided by the Reference Median of AMGP (see previous page). (2) Assumes a 1.602 3x base exchange ratio and $3.00 per unit in cash. Based on a 10-day VWAP as of October 5, 2018, the cash value in exchange ratio terms is 1.775x. 1.72x BAIRD 0.97x Selected Precedent Transactions Analysis Project Bronco | Page 70#713 MERGER CONSIDERATION ANALYSIS (CONT.) Detailed exchange ratio analysis across methodologies (1) Discounted Cash Flow Analysis Distribution Discount Analysis Public Comparables Analysis Distribution Yield Analysis Price to CAFD/Unit Analysis Firm Value to EBITDA Analysis Transactions Analysis Implied Exchange Ratio Low High 2.01x 1.13x 1.24x 0.91x 0.97x 0.84x 0.97x 2.19x 1.76x 1.65x 1.36x 1.72x Preliminar Draft Midpoint 1.571x 1.716x 1.338x 1.308x 1.100x 1.346x Assumes a 1.602 3x base exchange ratio and $3.00 per unit in cash. Based on a 10-day VWAP as of October 5, 2018, the cash value in exchange ratio terms is 1.77%. AR Holders All-In Exchange Ratio 1.775x 1.775x 1.775x 1.775x 1.775x 1.775x BAIRD (1) Project Bronco | Page 71#723 MERGER CONSIDERATION ANALYSIS (CONT.) Implied value of merger consideration relative to implied value of an AM Common Unit $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 - Reference AM Common Unit Median Valuation $40.56 $30.58 Discounted Cash Flow Analysis $40.36 $31.51 Discounted Distribution Analysis Implied Consideration Range (¹): $34.64 - $46.43 $35.10 $24.45 Trellminan Draft Selected Public Comparables Analysis (1) Represents proposed equity exchange ratio of 1.602 3x applied to the range of values derived for an AMGP Common Share, plus $3.00 in cash consideration. $43.38 $29.36 Selected Precedent Transactions Analysis BAIRD Project Bronco | Page 72#734 SUPPLEMENTAL ANALYSIS Confidential - Preliminary Draft#744 IMPLIED AM / AMGP EXCHANGE RATIO SINCE AMGP IPO Represents the historical implied exchange ratio of AM/AMGP Implied Exchange Ratio 1.80x 1.75x 1.70x 1.65x 1.60x 1.55x 1.50x 1.45x 1.40x 1.35x 1.30x 05/03/17 Source: S&P Capital IQ as of October 5, 2018. 08/15/17 Sailing Stone 13D Filing: 1/29/18 11/27/17 Special Committee Formation: 2/26/18 Fellminar Praft 03/11/18 Timeframe Current AMGP IPO -13 D Since AMGP IPO Aggregate Exchange Ratio 06/23/18 BAIRD Exchange Ratio 1.698x 1.570x 1.580x 1.775x 10/05/18 Project Bronco | Page 74#75RELATIVE CONTRIBUTION ANALYSIS USING ANTERO MANAGEMENT FORECASTS Relative contribution based on proportionate distributions received 4 IMPLIED AM / AMGP EXCHANGE RATIO ($ in millions) Ownership Entity AR-Held AM Common Units AM Public Holders AMGP Common Shares Series B Units Total 2019E $219 195 165 12 $591 Distribution Forecasts 2020E 2021E 2022E $282 $338 $405 252 249 19 302 324 26 362 414 33 Terminal Value (1) Implied Exchange Ratio -AR 2.490x 2.128x 1.963x 1.845x $4,857 4,336 6,366 509 Present Value 1.437x PV-10% PV-15% PV-20% $4,230 $3,575 $3,049 3,776 3,192 5,155 4,332 411 345 2,722 3,672 $802 $990 $1,214 $16,069 $13,572 $11,443 $9,735 292 1.545x 1.555x 1.564x Source: Management projections. Utilizes terminal yield values defined in prior sections of this presentation. Series B terminal value equal to the AMGP terminal value. (2) AMGP includes only Series A cash flow. (3) All-in implied exchange ratio, including cash. Based on 10-day VWAP as of October 5, 2018 Contventil Freliminary Draft 1 % Ownership Implied PV-10% 31.2% 27.8% 38.0% 3.0% 100.0% 1.545x PV-15% 31.2% 27.9% 37.9% 3.0% 100.0% 1.555x PV-20% VS. 31.3% 28.0% 37.7% 3.0%! 100.0% 1 1.564x Proposal at Equity Exchange All-In 31.2% 28.7% 36.7% 3.4% BAIRD 100.0% 1.602x 32.5% 29.9% 34.5% 3.2% 100.0% (3) 1.775x Project Bronco | Page 75#764 RELATIVE CONTRIBUTION ANALYSIS USING PF AMGP COVERAGE H Relative contribution based on proportionate distributions received IMPLIED AM / AMGP EXCHANGE RATIO ($ in millions) Ownership Entity AR-Held AM Common Units AM Public Holders AMGP Common Shares Series B Units Total 2019E $216 193 162 12 $583 Distribution Forecasts 2020E 2021E 2022E $266 $310 $364 237 228 17 277 Implied Exchange Ratio - AR 2.510x 2.193x 287 22 325 359 29 Terminal Value (1) 2.034x 1.910x $4,366 3,897 5,526 439 Present Value 1.488x PV-10% PV-15% PV-20% $3,836 $3,246 $2,771 3,424 2,897 4,507 3,791 356 299 $749 $897 $1,077 $14,227 $12,124 $10,233 $8,715 2,474 3,216 254 Source: Management projections. (1) Utilizes terminal yield values defined in prior sections of this presentation. Series B terminal value equal to the AMGP terminal value. AMGP includes only Series A cash flow. (2) (3) All-in implied exchange ratio, including cash. Based on 10-day VWAP as of October 5, 2018 1.603x 1.613x 1.623x 1 % Ownership Implied PV-10% 31.6% 28.2% 37.2% 2.9% 100.0% 1.603x Trellminar Draft PV-15% 31.7% 28.3% 37.0% 2.9% 100.0% 1.613x 31.8% Equity PV-20% vs. Exchange All-In 28.4% 36.9% 2.9%! 100.0% 1 1.623x Proposal at 31.2% 28.7% 36.7% 3.4% BAIRD 100.0% 1.602x 32.5% 29.9% 34.5% 3.2% 100.0% (3) 1.775x Project Bronco | Page 76#774 eliminary Praft SELECT EQUITY RESEARCH ANALYST PRICE TARGETS - PRIOR TO SS 13D FILING & SPECIAL COMMITTEE FORMATION Firm Raymond James Scotia Howard Weil Baird Ladenburg Thalmann Seaport Global Wells Fargo Barclays Morgan Stanley MUFG Securities J.P. Morgan Goldman Sachs Source: Wall Street research. Date 01/22/18 01/22/18 01/19/18 01/19/18 01/19/18 01/19/18 01/18/18 01/18/18 01/18/18 11/21/17 11/03/17 Low Median High Antero Antero Midstream Partners LP 12-Month Price Target $36.00 40.00 43.00 41.00 38.00 40.00 37.00 36.00 40.00 39.00 35.00 $35.00 39.00 43.00 12-Month Price Target $27.00 24.00 35.00 28.00 26.00 30.00 23.00 27.00 30.00 25.00 27.00 $23.00 27.00 35.00 Implied Exchange Ratio 1.33x 1.67x 1.23x 1.46x 1.46x 1.33x 1.61x 1.33x 1.33x 1.56x 1.30x 1.23x 1.44x 1.67x BAIRD Project Bronco | Page 77#784 SELECTED MERGER CONSEQUENCES SUMMARY Key metrics of AMGP Corp vs. status quo AM (using AM Management Case) AM Distribution Growth 40% 30% 20% 10% 0% 2.00x 1.50x 1.00x 0.50x 29% 0.00x 29% (1) AM Total Coverage Ratio 16% (2) === 2019 29% 29% 1.31x 1.32x 2020E 1.16x 1.24x 29% 20% 2021E 1.11x 1.23x Status Quo 20% 20% 2022E 1.05x 1.19x $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 DCF per AM LP Unit Growth 4.0x 3.0x AM Leverage Year-end Net Debt/LTM EBITDA 2.0x Pro Forma 1.0x 0.0x $2.75 $2.68 2019E 2.3x 3.1x 2018E $3.24 $3.26 2.3x Trellminan. Draft 2020E 2.9x 2.3x $3.75 $3.87 2.7x 2019E 2020E 2021E 2022E 2019E Source: Antero management projections. Assumes AMGP purchases 100% of AM public units (188.1 million on a fully diluted basis) with a combination of equity and cash; AMGP issues 304.3 million shares to current AM unitholders. Also assumes that AMGP issues 17.354 million shares in exchange for 100% of the Series B units. (1) Growth rate assuming an all-in exchange ratio of 1.8074x. (2) Distribution growth assuming only the base equity exchange ratio of 1.6023x available to AR holders. 2020E 2021E 2.1x 2.5x 2021E $4.29 BAIRD $4.50 2022E 2.0x 2.2x 2022E Project Bronco | Page 78#794 SELECTED MERGER CONSEQUENCES SUMMARY (CONT.) Impact to AR across key metrics Dividend per AR-Owned AM Unit Cash at Dividends close $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 $3.00 At Close $0 $297 At Close $2.85 2019E $2.57 2020E $219 $3.42 $2.21 $2.00 1.31x 1.32x 1.16x 1.24x 1.11x1.23x 1.05x 1.19x $197 $3.09 Total Cash to AR from Midstream Holdings ($ in millions) 2019 Status Quo 2021E $4.10 $3.71 $282 2022E $254 2020 $5.00 Pro Forma DCF per AR-Owned AM Unit $4.00 $3.00 $2.00 $1.00 $0.00 $338 $2.75 $2.63 2019E $305 2021 Telliminan. Draft $3.24 $3.19 2020E $405 $366 2022 $3.75 $3.79 Source: Antero management projections. Assumes AMGP purchases 100% of AM public units (188.1 million on a fully diluted basis) with a combination of equity and cash; AMGP issues 304.3 million shares to current AM unitholders. Also assumes that AMGP issues 17.354 million shares in exchange for 100% of the Series B units. 2021E BAIRD $4.29 $4.41 $1,244 2022E $1,420 Total Cash Through 2022 Project Bronco | Page 79#80|- Baird Investment Advisor Co., Ltd., an affiliate of Robert W. Baird & Co. Incorporated. Robert W. Baird Ltd. and Baird Capital Partners Europe are authorized and regulated in the UK by the Financial Conduct Authority. BAIRD