Tudor, Pickering, Holt & Co Investment Banking
Transaction Tax Implications
At AMGP Proposal
[1]
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Average Tax Basis Calculation (1)
■ Average tax basis of $23.27 per unit for public AM unitholders as of YE
2017
■
The average public AM unit holder would need to receive cash
consideration of $2.29 per unit to avoid having to sell shares post-
transaction to pay transaction related taxes
Cash Consideration Required to Avoid Share Selling
Average Unitholder
AMGP Share Price
Exchange Ratio
Cash Consideration
Offer Price
Average EDY 2017 Tax Basis
Detail of Gains (per Unit)
Average Ordinary Gain
One-Time Dividend/Unit (Orindary Gain
Jerg CapAtal Gailm
Total Gain
Average Assumed Passive Activity Loss
Taxon Gain (per Unit)
Federal Ordinary Income Tax Rate
Individual MLP Investor Deduction Rasa
Adjusted Ordinary Tax Rate
ACA Tax
Federal Capital Gains Tax Rate
Effective State Tax Rate
PAL R
PAL Gain Deduction
Taxon Ordinary Gain
Effective Ordinary Gal Tax Rate
Taxon Capital Gain
Effective Capital Gain Tax Rate
State Tax Ordinary Income
Effective Ordinary Gin Tax Rate
State Tax Capital Gain
Effective Capital Gains Tax Rate
Total Tax ondain
TotalPay Effective Tax Rate
$17.28
53.00
$30.90
$23.27
53.78
$8.46
($1.08)
20.0%
3.8%
$0.86
$1.01
27.1%
AMGP Share Price
Exchange Ratio
Cash Consideration
For IPO Investor Average Basis
Offer Price
Average BDY 2017 Tax Basis
Detail of Gains (per unit)
Average Ordinary Gain
One-Time Dividend / Unit (Orindary Ga
ivierage Capital Gain
Total Gain
Average Assumed Pacsive Activity Loss
Tax on Gain (per Unit)
Federal Ordinary Income Tax Rate
Individual MLP Investor Deduction Rate
Adjud Ordinary Tax Rate
ACA Tax
Federal Tax Rate
Federal Capital Gains Tax Rate
Effective State Tax Rate
PAL Rate
PAL Gain Deduction
Taxon Ordinary Gain
Effective Ordinary Gain Tax Rate
Taxon Capital Gain
Effective Capital Gain Tax Rate
State Tax Ordinary Incom
Effective Ordinary Gain Tax Rate
State Ta Capital Ga
Effective Capital Gaine Tax Rate
Total Taxon Gain
Total Effective Tax Rate
Source: FactSet as of 30/2015 and Wall Street research
Note Dividend of 50.415/ share added to ordinary gain
Provided by managemen
Assumed passive activity loss and taxon ordinary gain for IPO Investor utilizes company provided estimates based on a par unit basis range of $19.00-$22.00.
Passive activity loss calculated to be $2.00 for an IPO Investor.
Unitholder
Antero Resources
Antero Resources - Water ARC
Public Unitholders
Total Active Units
Average EOY 2017 Basis for Public Unitholders
Average EOY 2017 Basis for IPO Investors
Staxa determined by using weighted average of 50 state income tax rates and median federal taxable income brackets for married and single flors.
Cashconsideration excludes special distribution of $0.415.
1.614x
$20.51
$4.83
5.56
$10.81
3.8%
37.0%
$1.21
$1.32
$0.27
$0.29
AMGP Share Price
Exchange Ratio
Cash Consideration
Offer Price
Average EDY 2017 Tax Bas
சிச்சாம் Ciapital. Galin
Detail of Gains (per Unit)
Average Ordinary Gain
One-Time Dividend / Unit Orindary Gin
Total Gain
Assumed Passive Activity Lo
IPO Investor IPO Back
Federal Capital Gains Tax Rate
Effective State Tax Rate
PAL Rate
PAL Gain Deduction
Tax on Gain (per Unit)
Federal Ordinary Income Tax Rate
Individual MLP Investor Deduction Rate
Adjusted Ordinary Tax Rat
ACA Tax
Taxon Ordinary Gain
Effective Ordinary Gain Tax Rate
Taxon Capital Gain
Effective Capital Gain Tax Rate
State Tax Ordinary Income
Active Units
Effective Ordinary Gain Tax Ra
State Tax Capital Ga
Total Tax on Gain
90,841,730
8,028,605
94,757,401
193,627,736
TotalPayable Effective Tax Rate
CONFIDENTIAL DRAFT
SUBJECT TO CHANGE
EDY 2017 Basis
$2.01
25.70
23.27
$23.27
$20.51
$17.28
$3.00
$30.90
5:20.51
3.83
$10.39
($2.00)
37.00
3.8%
23.00
(30.74
$1.59
$0.36
5.5%
$0.20
5.2%
$3.04
29.5%
TUDORPICKERING 51
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