Baird Investment Banking
CURRENT AM / AMGP BID-ASK GAP
($ and shares in millions)
Consideration to ALL AM Holders, including AM
Units Held by AR
1.607x
Equity
Component
0.168x
$3.00/unit cash
converted to
exchange ratio
equivalent
based on AMGP
20-day VWAP
Cash
Component
1.775x
Source: Bloomberg market data as of September 14, 2018.
Total Merger
Consideration
Additional
Public AM
Consideration
0.023x
$0.415/unit
cash converted
to exchange
ratio equivalent
based on AMGP
20-day VWAP
Special Dividend
to Midstream
Public
(a) Current all-in exchange ratio to AM
(b) AM desired all-in exchange ratio
(c) Gap in exchange ratio
(d) Number of unaffiliated AM units
(e) Implied share gap (c* d)
(f) Current AMGP share price
(g) Total value gap
AM "All-in"
Exchange Ratio
1.798x
Exchange
Ratio to
Midstream Public
1.798x
1.850x
0.052x
88.2
4.57
$17.22
$78.7
Preliminary Prart
Remaining
Bid/Ask Gap
0.052x
Gap in
Bid-Ask
AM Ask
1.850x
AM Ask
BAIRD
Note, for discussion purposes, we will utilize 4.5 mm shares
as the "gap", given recent discussions have centered on this
number
Project Bronco
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