Baird Investment Banking slide image

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 Page 4
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