Tudor, Pickering, Holt & Co Investment Banking

Transaction Assumptions | Pre-Unitholder Tax Sources & Uses At Proposed Transaction Sources Transaction Assumptions Transaction effective on 6/30/2018 To acquire AM, AMGP will convert into a C-Corp in a 100% stock transaction Base case assumes: □ " ■ ■ O All existing Series B units exchanged for 18.5mm AMGP shares Assumes Company provided pf coverage ratio to drive pf dividend policy Step-up depreciation due to Each outstanding AM common unit exchanged for 1.614 AMGP shares and $3.415 cash per AM unit, for an all-equity equivalent exchange ratio of 1.797x 13 Capex allocated on a 5-20 year MACRS schedule depending on capex category Goodwill based on inside tax basis and 704(c) and 743(b) extrapolation provided by PwC $650mm refinancing of revolver debt with 5.5% term loan issued on 9/30/2018 New capex financed by $500mm senior unsecured issuance in 2018, 2019, 2020, and 2022 at a 5.000% interest rate Series B Conversion AMGP SQ Units Outstanding Implied XR AMGP Common Units issued Pre-Series & Fully Diluted Post-Transaction Share Count 20-Day AMGP VWAP as of 08/30/2018 Impled Pre-Series Market Cap (Smm) AMGP Shares Issued for Series B Conversion Series & Valuation Threshold (mm) Series B Conversion Rate 201 Serie B Cash Flows Elustrative Yield Post-Series & Fully Diluted Post-Transaction Share Count Impled Post-Series Market Cap (Smm) Implied Series & Valuation % Shares Issued to AM % AMGP Shares Oustanding * Class 8 Shares Outstanding At Current 186.2 186.2 $18.99 $3,461 4.7 $2,000 6.00% Source: FactSet as of 8/30/2018. (1) Includes equity issued for Series B unit conversion into AMGP shares. (2) Provided by Management. MA MA 190.9 $3,5-9 $88 Proposal At Transaction Proposed $18.99 59,103 18.5 MA NA NA NA 508.3 $344 AMGP Equity Issued (1) AM Debe Rolled to AMGP Balance Sheet Revolver Draw Total Sources Sponsors 38.0% Status Quo $7,579 Mgmt. 20.0% Existing Public 42.0% CONFIDENTIAL DRAFT SUBJECT TO CHANGE Purchase AM Units Outstanding Conversion of Series Units AMGP Ownership Comparison at 1.614x XR Cash Consideration - Affiliated Units AM Existing Debt Total Uses Cash Consideration-Non-Affiliated Units (2) Transaction Fees Uses Prior AM Public 28.1% Pro Forma AR 31.7% Existing Public 15.4% Mgmt. 7.3% Sponsors 13.9% 3.6% Series B share under AMGP proposal TUDORPICKERING HOLT&COI: VERY NYESTMENT & MERCHANT BANKING 302 13 $7,579 Series B I 3.6% 34

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