Baird Investment Banking Pitch Book slide image

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 Page 8
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