Evercore Investment Banking Pitch Book
Transaction Overview
Evercore Evaluation Process
■ In connection with its review of the Proposed Transaction, Evercore has, among other things:
Reviewed certain publicly available business and financial information relating to the Company that Evercore deemed to
be relevant, including publicly available research analysts' estimates;
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Confidential
Reviewed and discussed with the Company's management certain non-public projected financial and operating data
relating to the Company prepared and furnished to Evercore by management of the Company;
Discussed past and current operations, financial projections and current financial condition of the Company with management
of the Company (including their views on the risks and uncertainties of achieving such projections);
Reviewed a report regarding the Company's proved, probable and possible reserves prepared by Ryder Scott Company, L.P.
("Ryder Scott") dated as of July 1, 2012 (the "Reserve Report") with representatives from Ryder Scott;
Reviewed the impact of different commodity price assumptions on the net asset value of the Company's proved, probable and
possible reserves, as well as the resources potential of the Ultra-Deep Assets, using customary adjustments to reflect an
October 1, 2012 effective date for this analysis;
Reviewed and discussed with MMR technical personnel the Company's resource potential from its Ultra-Deep Assets
prepared and furnished to Evercore by management of the Company;
Evercore developed risking assumptions of the Company's resource potential from the Company's Ultra-Deep Assets utilizing
Evercore's technical team, which Evercore discussed with the Company's technical personnel, who deemed the assumptions
reasonable;
Reviewed the reported prices and the historical trading activity of the Company's common stock;
Compared the financial performance of the Company and its stock market trading multiples with those of certain other
publicly-traded companies that Evercore deemed relevant;
Compared the financial performance of the Company and the valuation multiples implied by the Proposed Transaction with
those of certain other transactions that Evercore deemed relevant;
Reviewed a draft of the Merger Agreement dated December 4, 2012; and
Performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.
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