Baird Investment Banking Pitch Book
KEY 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
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