Evercore Investment Banking Pitch Book
Preliminary Valuation Detail - SIRE Financial Projections
Premiums Paid Analysis
Date
Announced
2.
07/28/22
07/25/22
06/02/22
05/25/22
05/16/22
04/22/22
12/20/21
10/27/21
10/04/21
08/23/21
03/05/21
12/15/20
07/27/20
02/27/20
12/17/19
10/01/19
05/10/19
05/08/19
04/02/19
03/18/19
02/05/19
All
Transactions
Cash-for-Unit
PBF Energy Inc. / PBF Logistics LP²
Shell USA, Inc. / Shell Midstream Partners, L.P.
Hartree Partners, LP / Sprague Resources LP
Höegh LNG Holdings Ltd / Höegh LNG Partners LP
Acquiror / Target
Diamondback Energy / Rattler Midstream LP
Ergon, Inc. / Blueknight Energy Partners, L.P.
BP p.l.c / BP Midstream Partners LP
Phillips 66 Phillips 66 Partners LP
Stonepeak Infrastructure Partners / Teekay LNG Partners LP
Landmark Dividend / Landmark Infrastructure Partners LP
Chevron Corporation / Noble Midstream Partners LP
TC Energy Corporation / TC PipeLines, LP
CNX Resources Corporation / CNX Midstream Partners
Equitrans Midstream Corporation / EQM Midstream Partners, LP
Blackstone Infrastructure Partners / Tallgrass Energy LP
Brookfield Business Partners L.P./ Teekay Offshore Partners L.P.
IFM Investors / Buckeye Partners, L.P.
MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP)
UGI Corporation / AmeriGas Partners, L.P.
ArcLight Energy Partners Fund V, L.P. / American Midstream, LP
SunCoke Energy, Inc. / SunCoke Energy Partners, L.P.
Min
Median
Mean
Max
Min
Median
Mean
Max
Confidential - Preliminary and Subject to Change
For Reference Only
Consideration
Cash/Stock-for-Unit
Cash-for-Unit
Cash-for-Unit
Cash-for-Unit
Stock-for-Unit
Cash-for-Unit
Stock-for-Unit
Stock-for-Unit
Cash-for-Unit
Cash-for-Unit
Stock-for-Unit
Stock-for-Unit
Stock-for-Unit
Stock-for-Unit
Cash-for-Unit
Cash-for-Unit
Cash-for-Unit
Unit-for-Unit
Cash/Stock-for-Unit
Cash-for-Unit
Stock-for-Unit
1-Day
Prior Spot
Premium
32.8%
23.0%
25.2%
35.0%
17.3%
40.9%
10.8%
4.8%
8.3%
38.4%
16.7%
19.5%
28.1%
(1.5%)
56.4%
28.1%
27.5%
1.8%
13.5%
31.2%
9.3%
(1.5%)
23.0%
22.2%
56.4%
8.3%
29.6%
31.4%
56.4%
1
30-Day
VWAP
12.5%
24.7%
24.1%
39.4%
8.7%
40.7%
3.0%
10.6%
7.6%
35.6%
23.5%
10.0%
16.1%
(11.2%)
22.7%
9.8%
22.9%
0.5%
22.2%
32.0%
31.2%
(11.2%)
22.2%
18.4%
40.7%
7.6%
24.4%
25.9%
40.7%
Source: Bloomberg, FactSet, Public filings
Note: No transaction is directly comparable to the Proposed Transaction
1. VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror's shares / units on the last trading day prior to announcement plus any cash
received, by the 30-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement
Based on the closing unit price of $13.35 on June 23, 2022, the last unaffected closing price before public disclosure of the board of directors of PBF Energy Inc.'s adoption of resolutions authorizing certain officers of PBF
Energy Inc. to communicate, discuss and negotiate the terms of a potential business transaction with the conflicts committee of the board of directors of PBF Logistics LP's general partner
EVERCORE
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