Baird Investment Banking Pitch Book
reliminary. Draft
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PROCESS OVERVIEW (CONT.)
... Continued
- In conjunction with the Committee and its legal counsel, reviewed the initial proposal letter and associated
supporting materials provided by the Conflicts Committee of AMGP dated June 8, 2018, as well as subsequent
counterproposal letters from the Conflicts Committee of AMGP and the Conflicts Committee of AM, in each
case, as provided to us
In conjunction with the Committee and its legal counsel, reviewed the principal financial terms of the
Agreement (draft dated October 5, 2018);
BAIRD
Reviewed the proposed financial terms of the Transaction and the reported financial terms of certain other
transactions we deemed relevant;
Reviewed the historical market prices, trading activity and market trading multiples of AM Common Units and
AMGP common shares, as well as those of certain other publicly-traded partnerships and companies we
deemed relevant;
- Considered the present values of the forecasted cash flows attributable to AM, AMGP and AMGP Corp as
contained in the Forecasts;
Considered the present values of the forecasted stand-alone distributions to the holders of the AM Common
Units and AMGP common shares as contained in the Forecasts;
- Considered the impact to AR of the completion of the Transaction, as reflected in the Forecasts;
- Reviewed certain potential pro forma financial effects of the Transaction based on information furnished to us,
and prepared, by management for purposes of our analysis; and
- Considered various other information, financial studies, analyses and investigations and financial, economic
and market criteria we deemed relevant for the preparation of our opinion.
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