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 14View entire presentation