#1PROJECT BRONCO CONFIDENTIAL DISCUSSION MATERIALS June 21, 2018 Note, all analyses presented herein are preliminary and subject to change. TAKE Confidential - Preliminary Draft i BAIRD#2TABLE OF CONTENTS CONFIDENTIAL DISCUSSION MATERIALS VAL Review of Key Focus Areas & Objectives Proposal Summary & Initial Takeaways Detailed Proposal Analysis Confidential - Preliminary Draft A. Exchange Ratio Analysis B. Pro Forma Impact Analysis (AM, AMGP, AR) C. Series B Analysis D. Deal Points Analysis 27 BAIRD 1 2 3 Page 1#3Confidential - Preliminary Draft REVIEW OF KEY FOCUS AREAS & OBJECTIVES#4REVIEW OF KEY FOCUS AREAS & OBJECTIVES As the Special Committee begins its assessment of the AMGP-AM acquisition proposal, it is essential to keep in context how AM / AMGP impact AR HOW DO AM / AMGP IMPACT AR? - KEY FOCUS AREAS WHEN ASSESSING THE PROPOSAL Focus Area: 1 Cash Flow from Distributions conftantin Freliminar Draft 2 Value of AM Units Held 3 Alignment of Interests Distributions from AM are an important component of AR's free cash flow The market value of AR's midstream holdings are imbedded into the overall value of AR's stock ■ AR owns 53% of AM, but 0% of AMGP currently, creating a perceived mis-alignment of interests Proposal Impact BAIRD Minimally dilutive to AR cash flow in 2019 - 2020 Minimally accretive to AR cash flow over 2021 - 2022 New AMGP will have improved characteristics vs. AM stand- alone, which could improve valuation & trading levels Reduces conflict of interest within the Antero family, a core objective Project Bronco Page 2#5REVIEW OF KEY FOCUS AREAS & OBJECTIVES (CONT.) HOW DOES THE PROPOSAL IMPACT AR'S BROADER STRATEGIC OBJECTIVES? AR Key Strategic Objectives: The AMGP -AM acquisition is additive to AR's broader strategic objectives, though we would emphasize this transaction should not be viewed as a "silver bullet" to meaningfully enhance AR's stock price in the short-term 1 Free cash flow generation confidencial- Freliminar. Draft 2 Eliminate conflicts of interest 3 Simplify the structure Core component of AR's strategic plan, driven primarily by efficiency gains in its E&P operations Prudent usage of free cash flow to (i) accelerate de- leveraging; (ii) implement share buybacks; or (iii) initiate a dividend Remove the perception of misaligned interests stemming from unequal ownership in AR/AM/AMGP Reduce the complexity of the Antero story resulting from three publicly traded entities *** Proposal Impact BAIRD Minimally accretive to AR cash flow over 2019-2022 Proposal contemplates no cash as part of the transaction Proposal more effectively aligns the AR/Midstream ownership structure and eliminates incentives held outside of AR Creation of a single midstream C-Corp substantially reduces complexity Project Bronco Page 3#6Confidential - Preliminary Draft PROPOSAL SUMMARY & INITIAL TAKEAWAYS#7AMGP-AM ACQUISITION PROPOSAL SUMMARY Proposal provided to the AR Special Committee on June 8, 2018 Overview Exchange Ratio Tax Considerations Ancillary Transactions Treliminar. Draft AMGP acquires all of the outstanding common units of AM in an all equity exchange Each outstanding AM common unit to be exchanged for 1.600 AMGP shares Taxable transaction for holders of AM common units ■ "Step-up" in tax basis to AMGP i. AMGP will be reorganized as a Delaware corporation with typical C-corp corporate governance Each share representing a limited partner interest in AMGP will be converted to one share of common stock of the resulting corporation BAIRD ii. IDRs in AM held by Antero IDR Holdings, LLC, a partially-owned subsidiary of AMGP ("IDR Holdings"), will be cancelled iii. All of the Series B Units of IDR Holdings will be exchanged in a taxable transaction for an aggregate of 18.5 million AMGP shares (outlined on the following page) Project Bronco Page 4#8SERIES B EXCHANGE PROPOSAL SUMMARY Series B Exchange Proposal Summary Existing Security Current Issued Exchange Consideration Effective Date Distribution Rights Arrearages Voting Rights Vesting & Transferability Subordination Conditions Series B Units, as defined in the LLC Agreement of IDR Holdings 98,600 Series B Units Fixed at 18.5 million AMGP common shares in a taxable transaction Date of the closing of a merger of AMGP and AM ■ Same as other holders of AMGP common shares Same as other holders of AMGP common shares Treliminar Draft ■ Immediate payment in cash upon vesting to holders of the Series B Units of the unvested reallocated distribution amount (note, needs further clarification) ■ Fully vested with customary registration rights ■ No transfer restrictions (excluding standard trading restrictions for insiders) None ***** BAIRD ■ Exchange of Series B Units into AMGP common shares conditioned on closing of a merger of AMGP and AM All Series B Units exchanged Project Bronco Page 5#9PROPOSAL MECHANICS ($ in millions, unless otherwise noted) AM Units Outstanding Proposed Exchange Ratio AMGP Shares Issued Current AMGP Price @ 2/23/18 AM Common Equity Purchase Price Equity Value Debt Cash Purchase Price AM Equity Take-Out (2) Enterprise Value 2018E Adj. EBITDA Implied EV/2018E Adj. EBITDA (2) (1) AM Valuation AM Equity Value % Debt Funded Assumed Net Debt New Debt Issuance (cash) AMGP Shares Issued to AM Transaction Mechanics AMGP Shares Issued to AM Public (47%) AMGP Shares Issued to AR (53%) Source: AR, AM and AMGP SEC filings, June 8 Proposal and Antero management. Represents last close prior to special committee formation. EBITDA less projected IDR distributions. 187.0 1.600x 299.3 $18.95 $5,671 $5,671 1,310 (9) $6,972 591 11.8x $5,671 0.0% 1,301 0 299.3 141.1 158.2 Public 231.4 mm shares 73% Interest Antero 7 Pro Forma Org. Structure 85.6 mm shares 27% Interest Trellminar. Draft Sponsors/ Management 124.8 mm shares 25% Interest 158.2 mm shares 31% Interest Antero Midstream Corp. 202.5 mm shares 40% Interest 18.5 mm shares 4% Interest BAIRD Public Series B Holders Project Bronco Page 6#10reliminar Graft CURRENT AND PRO FORMA OWNERSHIP RESULTING FROM PROPOSAL TERMS ($ in millions, unless otherwise noted) Public - AM Public-AMGP AR Sponsors/ Management Series B Holders senior members of Antero Midstream management Antero Midstream Partners LP 88.2 million units 47% interest $2,674 98.9 million units 53% interest $2,999 Source: AR, AM and AMGP SEC fillings, June 8 Proposal and Antero management. Current Antero Midstream GP 61.4 million shares 33% interest $1,127 124.8 million shares 67% interest $2,290 98,600 Series B Units I I I | + I I I 1 I 1 1 I I I I I I I I I I I I T Pro Forma Antero Midstream "New AMGP" Corporation 141.1 million shares 28% interest $2,589 61.4 million shares 12% interest $1,127 158.2 million shares 31% interest $2,903 124.8 million shares 25% interest $2,290 18.5 million shares 4% interest $338 BAIRD Ownership in AR 85.6 million 27% Interest $1,669 Project Bronco Page 7#11KEY PROPOSAL FOCUS AREAS Focus Area 1 Exchange Ratio Based on our initial assessment, Baird views the AMGP - AM acquisition as a modest net positive to AR, however, the Committee should consider pursuing certain enhancements to the initial terms of the proposal 2 Near-Term Dilution 3 Series B Value 4 No Cash Component Reactionary / Headline Risk ▪ 1.600x proposed exchange Ratio implies: 3.2% discount to AM's current price (as of June 15) - 10.8% premium to AM's "clean" price (as of Feb. 23) ▪ AM unitholders (and AR shareholders, by extension) likely to be disappointed with a distribution cut ▪ Free cash flow generation is integral to the AR investment story Investors may be surprised by the implied value of the Series B Units ▪ Negative perception of management's incentives in this transaction 7 ▪ Including a cash component or option in the deal may be a positive surprise to AR investors, particularly if cash proceeds are earmarked for share buybacks at AR Preliminar Paft Considerations BAIRD ▪ Investors are likely anticipating a modest premium, based on historical MLP buy-in precedents ■ Need to establish the "clean" unaffected date for the transaction - likely 2/23/18 (date prior to Spec. Cmte. announcement) ■ Target keeping pro forma distributions to AM unitholders neutral (i.e. no cut) through different variables (distr. coverage ratio, exchange ratio, etc). ▪ Series B needs to be removed to eliminate any remaining conflict of interest overhang ▪ Series B could realize substantial value if left in place ▪ Aggregate cash proceeds in excess of $500 mm (inclusive of water earn-out acceleration payments) will likely be required to "move the needle" ▪ May reduce potential "overhang" on new AMGP shares post-deal Project Bronco Page 8#12DETAILED PROPOSAL ANALYSIS Confidential - Preliminary Draft#13Exchange Ratio Analysis#14ANTERO FAMILY RELATIVE TRADING Performance Since: Sailing Stone 13D (1/29/18) (2.5%) (8.5%) (16.7%) 20.0% 15.0% 10.0% 5.0% 0.0% (5.0%) (10.0%) (15.0%) (20.0%) (25.0%) (30.0%) 01/01/18 M AR AM AMGP 1/29/18: SailingStone files 13D Source: S&P Capital IQ as of June 15, 2018 01/28/18 2/26/18: Announcement of Special Committees 02/25/18 03/24/18 Special Committee Formation (2/26/18) 2.9% 14.5% (4.4%) t 1 I Tellminar. Part 04/21/18 In our view, market speculation surrounding an AMGP acquisition of AM, including multiple Wall Street research analyst reports on the topic, has significantly impacted trading levels 05/18/18 Note, AMZ traded (1.2%) during this time BAIRD Project Bronco 3.8% (1.4%) (11.4%) 06/15/18 Page 9#15AM / AMGP HISTORICAL EXCHANGE RATIO Current Special Committee Announcement Sailing Stone 13D 80x 1.70x 1.60x 1.50x 1.40x 1.30x 05/03/17 07/23/17 Source: S&P Capital IQ as of June 15, 2018 Unaffected Date 06/15/18 02/23/18 01/26/18 Exchange Ratio 1-Day 10-Day VWAP 1.633x 1.379x 1.513x 10/13/17 1.652x 1.380x 1.505x 01/02/18 I Premium / (Discount) @ 1.600x 1-Day Cartiestry- Preliminar Draft (3.2%) 15.9% 6.3% 10-Day VWAP (2.0%) 16.1% 5.7% I An 03/25/18 Implied Exhange Ratio to Achieve Premium to 10-Day VWAP 5% 15% 10% 1.796x 1.517x 1.665x 1.715x 1.448x 1.589x ر را بر Current: 1.652x BAIRD 1.878x 1.585x 1.740x Average since AMGP IPO: 1.557x SailingStone 13D: 1.505x 06/15/18 Special Committee: 1.380x Project Bronco | Page 10#16RELATIVE CONTRIBUTION ANALYSIS APPROACH Relative contribution based on proportionate cash flows IMPLIED AM / AMGP EXCHANGE RATIO (S in million, except per share data) Distributions to AM Common Units Terminal Yield (2) Distributions to AMGP Common Shares Terminal Yield (1) Distributions to Series B Units Terminal Yield (2) Total Implied AM/ AMGP Exchange Ratio (3) Pro Forma Share Ownership (mm shares) AM Unitholder AMGP Shareholders Series B Units Key Observations 2019E $414 165 12 $591 2.491x Source: management projections. (1) See Supplemental Valuation materials for terminal yield assumptions. (2) Assumed to be equal to AMGP common shares terminal yield. AMGP includes only Series A cash flow. 2020E $533 249 19 $802 2.129x Distributions 2021E $640 324 26 $990 1.964x 2022E $767 414 33 $1,214 1.846x Terminal Value $10,230 7.5% 8,275 5.0% 662 5.0% $19,167 1.231x Preliminary Graft PV 10% $8,898 6,578 I 524 $16,000 1.347x I Relative Contribution vs. Implied by 1 I 55.6% 41.1% 3.3% 100.0% 1.347x Implied by Relative Contribution 251.9 186.2 14.8 BAIRD Proposal 59.4% I 36.9%1 I 3.7% 100.0% 1.600x 1 Proposal 299.3 I 186.2 18.5 I ■ In the near term, AM contributes proportionately more to total distributions than AMGP, implying exchange ratios above 2.00x However, as AMGP grows into its IDR tiers, the implied exchange ratio steadily declines and ultimately falls below the proposed ratio of 1.600x in the terminal year Project Bronco | Page 11#17RELATIVE CONTRIBUTION ANALYSIS APPROACH (CONT.) Relative contribution based on historical market valuations Baird utilized the long term average exchange ratios of AM / AMGP under two scenarios: AM / AMGP (inclusive of only Series A) 2 AM / AMGP (assuming full redemption of Series B) Under each scenario, the resulting market value contribution of each entity was compared against the pro forma ownership implicit in the June 8th Proposal (1) Entity AM Series A AMGP Series B AMGP AM Series A AMGP Series B AMGP LT Avg. Shares Exchange 0/S Ratio 187 186 IMPLIED MARKET VALUE CONTRIBUTION vs. PROPOSED OWNERSHIP 187 186 } 1.56x Total } 1.52x Total Pro Forma Proposal AMGP Market I Relative Shares Value (1) Contribution vs. Ownership Exclusive of Series B 291 186 477 $8,759 $5,342 I 3,417 Inclusive of Series B 284 $5,207 I 3,417 392 $9,016 186 21 491 Utilies AMGP share price of $18.35 as of June 15, 2018. 61.0% 39.0% 0.0% 100.0% 57.8% 37.9% 4.3% 100.0% 59.4% 36.9% 3.7% 100.0% 59.4% 36.9% 3.7%1 1.8x 100.0% 1.7x 1.6x 1.5x 1.4x 1.3x Cantideksel Freliminara. Draft AM Series A AMGP Series B AMGP -AM/AMGP (Series A) -AM/AMGP (Series A+B) Ownership % Implied by Relative Contribution Analysis 05/03/17 07/23/17 10/13/17 01/02/18 03/25/18 06/15/18 57.8% 37.9% BAIRD LT Avg. Exchange Ratio 4.3% 1.56x 1.52x Ownership % Implied by Proposal 59.4% 36.9% 3.7% Project Bronco | Page 12#18Preliminar Paft WA IV PRECEDENT MLP BUY-IN PREMIUMS OVER THE LAST 5 YEARS Announced Date 05/16/18 05/16/18 02/07/18 05/16/18 05/16/18 03/26/18 01/02/18 05/18/17 04/03/17 03/02/17 02/01/17 01/27/17 11/21/16 09/26/16 05/31/16 11/03/15 05/06/15 01/26/15 10/01/14 08/10/14 08/10/14 06/15/14 08/27/13 Enbridge Inc. Enbridge Inc. Acquiror NuStar Energy Partners LP Cheniere Energy, Inc. Williams, Inc. Tallgrass Energy GP Archrock, Inc. Energy Transfer Partners, LP World Point Terminals Inc. VTTI B.V. ONEOK Inc. Enbridge Inc. Sunoco Logistics Partners LP Columbia Pipeline Group, Inc. SemGroup Corporation Targa Resources Corp. Crestwood Equity Partners LP Energy Transfer Partners LP Enterprise Products Partners LP Kinder Morgan Inc. Kinder Morgan Inc. Access Midstream Partners LP Plains All American Pipeline LP Target Enbridge Energy Partners, LP. Spectra Energy Partners, LP NuStar GP Holdings, LLC Cheniere Energy Partners LP Holdings, LLC Williams Partners L.P. Tallgrass Energy Partners, L.P. Archrock Partners, L.P. PennTex Midstream Partners, LP World Point Terminals, LP VTTI Energy Partners LP ONEOK Partners LP Midcoast Energy Partners LP Energy Transfer Partners LP Columbia Pipeline Partners LP Rose Rock Midstream LP Targa Resources Partners LP Crestwood Midstream Partners LP Regency Energy Partners LP Oiltanking Partners LP El Paso Pipeline Partners Kinder Morgan Energy Partners LP Williams Partners LP PAA Natural Gas Storage LP Median Average Buyer GP GP MLP GP GP GP GP MLP GP GP GP GP MLP GP GP GP MLP MLP MLP GP GP MLP MLP Source: Company and partnership filings, Bloomberg and S&P Capital IQ. Represents premium/(discount) at announcement. 1-day, 10-day and 30-day prices based on business days from last "unaffected" date, excluding holidays. 1-Day Premium / (Discount) 10-Day 0.0% 0.0% 1.7% (0.0%) 8.1% 23.4% 20.1% 5.8% 5.7% 25.8% (8.6%) (0.2%) 11.8% 0.0% 18.4% 17.2% 13.2% 5.6% 15.4% 12.0% 6.5% 6.6% 6.5% 8.5% 9.6% 5.7% (7.3%) (1.8%) 12.6% 10.0% 22.3% 22.5% 6.5% 4.3% 21.8% 5.3% 17.4% 20.2% 16.9% 11.0% 20.1% 23.2% 1.9% 8.9% 6.9% 5.4% 10.0% 10.0% 11.0% (1) BAIRD 30-Day 0.9% (0.9%) 9.8% 0.5% 19.5% 3.4% 25.6% 16.3% (1.1%) 15.0% 19.2% 10.3% 6.8% 26.3% 60.0% 8.6% 27.6% 15.8% 5.1% 7.3% 10.7% 8.1% (0.3%) 9.8% 12.8% Project Bronco | Page 13#19Pro Forma Impact Analysis (AM, AMGP, AR)