Baird Investment Banking Pitch Book slide image

Baird Investment Banking Pitch Book

PROPOSED TRANSACTION MECHANICS ($ in millions, unless otherwise noted) Take-Out Economics AR Take-Out AMGP Share Price Equity Exchange Ratio Implied AM Unit Price Cash Consideration per AR-Owned AM Common Unit Acquisition Unit Price AR-Owned AM Common Units (mm) Total AR Take-Out Value AM Public Take-Out AMGP Share Price Equity Exchange Ratio Implied AM Common Unit Price Cash Consideration per AM Common Unit Acquisition Unit Price Fully Diluted AM Public Units (mm) Total AM Public Take-Out Value Series B Take-Out AMGP Share Price New AMGP Corp Shares Issued to Series B (mm) Total Series B Take-Out Value Overall Transaction Mechanics Total Equity Take-Out Cash Component of Total Equity Take-Out (¹) Net Debt Assumed New AMGP Shares Issued Issued to AR (49%) Issued to AM Public (45%) Issued to Series B (5%) $17.51 1.6023x $28.06 $3.00 $31.06 98.9 $3,071 $17.51 1.6350x $28.63 $3.415 $32.04 89.2 $2,859 $17.51 17.4 $304 $6,234 $601 $1,400 321.7 158.4 145.9 17.4 Source: AR, AM and AMGP SEC filings. Reflects market data as of October 5, 2018. (1) Excludes estimated transaction fees. (2) Analysis and figures presented assume AM Public Holders elect $3.415 in cash per AM Common Unit. AM- Public Holders AMGP - Public Holders AR Public 7 Sponsors/Management Series B Holders 73% Interest Pro Forma Structure & Ownership (²) Antero 27% Interest Current Holdings AM AMGP 47% 158.4 mm shares 31% Interest (2) 53% 0% Sponsors/ Management 95.9 mm shares 19% Interest Confidential Antero Midstream Corp. 49% 51% 236.2 mm shares 47% Interest (2) 17.4 mm shares 3% Interest BAIRD Pro Forma AMGP Corp 29% 18% 31% 19% 3% Public Series B Holders Project Bronco | Page 14
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