Bank of America Investment Banking Pitch Book

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#1Plan X Illustrative Valuation Analysis March 14, 2019 Bank of America Merrill Lynch LOX For more investment banking materials, visit www.10xebitda.com I Strictly Confidential Ban Mer ARCLIGHT#2Notice to Recipient Confidential Strictly Confidential Bank of America Merrill Lynch "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp, which are both registered broker dealers and members of FINRA, and SIPC, and, in other jurisdictions, by locally registered entities. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value Are Not Bank Guaranted. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the "Company") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to prepare a league table please contact your usual Bank of America Merrill Lynch representative/Relationship Manager. Bank of America Corporation and its affiliates (collectively, the "BAC Group") comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm's research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 [signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. LOX For more investment banking materials, visit www.10xebitda.com We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax mattes were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after the earliest to occur of the date of public announcement of discussions relating to such transaction, (I) public announcement of such transaction or (II) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2019 Bank of America Corporation. ARCLIGHT#3Illustrative Valuation Analysis Financial Model Assumptions 1 AMID Management Financial Model 11/28/2018 AMID Management Financial Model 3/1/2019 3/1/2019 Adjusted Case · - - ■ ■ ▪ ■ - ■ Gas G&P Segment - Reduction in base EBITDA, from 2018 to 2023 driven by the sales of Lavaca and Chatom Liquids Pipeline Segment - EBITDA decline throughout projection period driven by the sale of two key assets in 2019 (Bakken and Silver Dollar pipelines) Natural Gas Transmission Segment - Modest growth after 2019 due to several small growth projects totaling $10MM in capex Offshore Pipelines Segment- EBITDA is heavily impacted by rate reduction at the Delta House floating production system Terminalling Segment - Refined products and Cushing asset sales complete exit from Terminalling segment Growth projects (financed with proceeds of asset sales) include: ■ ■ Baton Rouge in 2019 (EBITDA: $2.5MM/year; Capex: $18.0MM) Longview Frac Expansion in 2019 (EBITDA: $11.6MM/year; Capex: $57.0MM) Includes estimated annualized cost savings of $5.6MM per year No cash distributions on common units and preferred units after Q3 2018: preferred units are paid-in-kind Convert Series A and Series C preferred equity to common in Q4 2023 Includes 40, 2018 actual results Offshore pipeline segment projections adjusted to account for newly discovered GoM reserves Changes in Growth Projects: No Baton Rouge project Started with the 3/1/2019 model and made the following adjustments: No preferred equity conversion during forecast period ■ Projections per corporate models provided by AMID management Preferred distributions paid in kind. For illustrative purposes, we have assumed DCF is burdened for cash distribution amount. LOX For more investment banking materials, visit www.10xebitda.com (SMM) Adj. EBITDA DCF (Net of Pref. Dist.) Total LP Distributions Total Leverage H - ■ L · Acquisition (financed with preferred equity): Jan. 2019: Pascagoula Gas Plant (PGP) - $36.3MM Divestitures: ■ ■ ■ H ■ ■ ■ (SMM) Adj. EBITDA DCF (Net of Pref. Dist.) Tota! LP Distributions Total Leverage ■ Completed: Aug. 2018: Marine Terminals - $210.0MM Announced: 2018E 2019E 2020E 2021E 2022E 2023E $179.2 $189.1 $163.4 $146.5 $135.2 $120.2 55.8 Changes in Divestitures: 72.1 22.3 5.94x 3.66x 3.75% 4.10x 4.36x 57.7 38.2 43.6 22.5 78.2 Strictly Confidential Bank of America Merrill Lynch (SMM) Adj. EBITDA DCF (Net of Pref. Dist.) Total LP Distributions Total Leverage Dec. 2018: Refined Product Terminals - $125MM Jan. 2019: Lavaca - $150MM Feb. 2019: Chatom, Bazor Ridge & Glade Crossing - $10MM, Bakken - $50MM Sep. 2019: Silver Dollar - $150MM Dec. 2019: Cushing - $30MM 2018E 2019E 2020E 2021E ZOZZE 2023E $184.0 $178.6 $142.1 $122.6 $112.1 $97.4 54.6 9.1 60.8 32.7 5.76x 4.13x 3.45x 3.48x 3.79x 4.36x 17.0 0.0 57.2 60.8 32.7 5.76x 26.4 22.5 4.99x 33.5 Sale of Natural Gas Transportation business in November 2019 for $200MM April 2019: Chatom, Bazor Ridge & Glade Crossing - $5MM, Bakken - $50MM June 2019: Silver Dollar-$125MM Sep. 2019: Lavaca - $125MM 20180 2019E 2020€ 2021E 2022E $184.0 $178.6 $142.1 54.6 0.0 4.13x 3.45% 57.2 0.0 2023E (5.9) $132.6 $112.1 $97.4 33.5 17.0 0.0 3.48 3.79x 0.0 4.36x ARCLIGHT#4Illustrative Valuation Analysis Implied Reference Range Summary - 3/1/2019 Adjusted Case 2 (S/Unit) $8.00 $6.00 (AP (2) 3) $4.00 $2.00 $0.00 MethodologyE Assumptions: Informational Public Reference Range $4.51 $4.31 II Premium to Current II Current Price $3.92 II Premium to Unit Price II 11 Selected Premium Range 10.00% 15.00% $4.61 $4.41 11 Premium to 20-Day VWAP LOX For more investment banking materials, visit www.10xebitda.com 20-Day VWAP $4.01 11 II T I T I illustrative Reference Range Based on 3/1/2019 Adjusted Case Financial Model illustrative Reference Range assumes Series A and C Preferred valued at liquidation value Mutually Considered Price: $5.25 | Revised Public Offer Price: $4.50 20-Day VWAP: $4.01 Current Price: $3.92 I $6.63 I I I 1 $2.83 2020E EBITDA I $142 | Selected Publicly Traded Comparables 3/1/2019 Adjusted Case Model Valuations are pro forma for planned asset sales Cashflows discounted to January 1, 2019 sing mid-year convention Bounded to the nearest 0.05% Arctight and the Conflicts Committee are considering transaction at 55.25/unt. Amerper ogreement has not yet been signed. I Forward Year + 1 EBITDA I 8.5x 11 Public Partnerships' 2020E EV EBITDA Range 7,0x I I I II 1 II II 11 11 $6.63 $4.10 "I 11 III Selected Precedent Transactions Forward Year + 1 EBITDA 2020E EBITDA $142 Precedent Transactions" Forward Year EV EBITDA Range I I T II Bank of America Merrill Lynch I II Strictly Confidential II $2.79 $0.64 Intrinsic Valuation" 8.55% Discounted Cash Flow (AMID Weighted Average Cost of Capital 9.30% Terminal Value EBITDA Exit Multiple of 7.0x ARCLIGHT#5#6Illustrative Valuation Analysis Selected Precedent Transactions (S in millions) Announcement Date Acquiror Offshore Infrastructure and Pipeline Transactions 4 10/2/18 BP Midstream Partners, LP. 5/10/18 11/28/17 Shell Midstream Partners, LP, 10/2/17 12/28/16 9/27/16 11/11/15 Shell Midstream Partners, LP. 7/16/15 Source: Note: (2) Shell Midstream Partners, L.P. Shell Midstream Partners, LP. BP Plc American Midstream Partners LP Arclight Capital Partners LLC Shell Midstream Partners, LP. Genesis Energy. LP. Royal Dutch Shell plc 4/25/16 American Midstream Partners LP Arclight Capital Partners LLC Target Royal Dutch Shell pic BP pic Royal Dutch Shell plc Royal Dutch Shell plc; Shell Pipeline Corp. Mean Median Key Assets Equity interests in Gulf of Mexico pipelines and 13 refined product terminals, including 45% interest in Mardi Gras Transportation System Company, 22.7% interest in URSA Oil Pipeline Company and 25% interest in KM-Phoenix Holdings LOX For more investment banking materials, visit www.10xebitda.com Ownership interest in Amberjack Pipeline US storage and pipeline assets Additional 15.5% interest in Delta House floating and processing system 10% interest in Proteus Oil Pipeline, 10% interest in Endymion Oil Pipeline, and 1% interest in Cleopatra Gathering system Additional 20% interest in Mars Oil Pipeline and 49% interest in Odyssey Pipeline Auger pipeline system and Lockport crude oil terminal 9 crude oil pipeline systems with 1,100 miles of pipeline; 9 Enterprise Products Partners LP. natural gas pipeline systems with 1,200 miles of pipeline; and ownership interests in 6 offshore hub platforms Interest in Destin natural gas pipeline, Tri-States and Wilprise natural gas liquids pipelines, 1.2 Bcf/d of natural gas gathering and transport capacity, 60% interest in crude, natural gas, and salt water onshore and offshore pipelines, and additional 1% interest in Delta House Company filings and Wall Street research Transaction value based on press release where available: if transaction value not disclosed, calculated based on disclosed terms and latest available quarterly dato 2019-2020E average EBITDA of $49.8 million as per BP Midstreom Partners press release on October 2, 2018 Transaction Value $468 1,220 825 125 350 225 390 1,500 $539 $370 Bank of America Merrill Lynch EBITDA Multiple Current Year 7.9x 7.1x 7.7x t 6.0x I Strictly Confidential 7.5x 7,4x 7.6x EBITDA Multiple Forward Year 7.8x 7,7x 8.4x 1 8.6x 8.3x 8.1x ARCLIGHT#7#8#9#10#11

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