Antero Midstream Partners Investor Presentation Deck
Legal Disclaimer (Continued)
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Forward-Looking Statements:
This presentation includes "forward-looking statements within the meaning of federal securities laws. Such forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond AM and AMGP's control. All statements, other than historical facts included in this
presentation, are forward-looking statements. All forward-looking statements speak only as of the date of this presentation and are based upon a number of
assumptions. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation specifically include the expected
consideration to be received in connection with the closing of the transaction, the timing of consummation of the transaction, if at all, the extent of the
accretion, if any, to AMGP shareholders and AM unitholders, pro forma AM dividend and Distributable Cash Flow ("DCF") coverage targets, estimated pro
forma AM dividend compound annual growth rates ("CAGR") and leverage metrics, the effect that the elimination of the IDRs and Series B Units will have on
Antero Midstream's cost of capital, New AM's growth opportunities following the consummation of the transaction, including with respect to its organic
project backlog, the pro forma dividend and DCF coverage ratio targets for New AM, that New AM does not expect to pay material cash taxes through at
least 2023, whether the structure resulting from the merger will be more appealing to a wider set of investors, 2019 and long-term financial and operational
outlooks for AM and Antero Resources Corporation ("AR"), impacts of AR's hedge monetizations, impacts of natural gas price realizations, AR's estimated
unhedged EBITDAX multiples, future plans for processing plants and fractionators, AR's estimated production, AR's expected future growth and AR's ability
to meet its drilling and development plan. Although AM and AMGP each believe that the plans, intentions and expectations reflected in or suggested by the
forward-looking statements are reasonable, there is no assurance that the assumptions underlying these forward-looking statements will be accurate or the
plans, intentions or expectations expressed herein will be achieved. For example, future acquisitions, dispositions or other strategic transactions may
materially impact the forecasted or targeted results described in this presentation. Therefore, actual outcomes and results could materially differ from what
is expressed, implied or forecast in such statements. Nothing in this presentation is intended to constitute guidance with respect to Antero Resources.
AM and AMGP caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and
many of which are beyond the AM's and AMGP's control, incident to the gathering and processing and fresh water and waste water treatment businesses.
These risks include, but are not limited to, Antero Resources' expected future growth, Antero Resources' ability to meet its drilling and development plan,
commodity price volatility, ability to execute AM's business strategy, competition and government regulations, actions taken by third-party producers,
operators, processors and transporters, inflation, environmental risks, drilling and completion and other operating risks, regulatory changes, the uncertainty
inherent in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described
under "Risk Factors" in AM's Annual Report on Form 10-K for the year ended December 31, 2017. Any forward-looking statement speaks only as of the date
on which such statement is made, and neither AMGP nor AM undertakes any obligation to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as required by applicable law.
This presentation includes certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP").
These measures include (i) Adjusted EBITDA, (ii) Distributable Cash Flow, (iii) Free Cash Flow, (iv) Return on Invested Capital, (v) Net Debt and (vi)
Standalone E&P Adjusted EBITDAX. Please see the appendix for the definition of each of these measures as well as certain additional information
regarding these measures, including the most comparable financial measures calculated in accordance with GAAP.
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