Antero Midstream Partners Mergers and Acquisitions Presentation Deck

AMGP / AM Transaction Transaction Assumptions (1) • AMGP purchases 100% of AM public units at a 1.552x exchange ratio (15% premium) - AMGP issues approximately 290MM shares to current AM unitholders ☐ - Assumes AM current total coverage profile held constant • All AM debt is assumed by AMGP * For tax purposes, projected new capex D&A and a step-up in basis associated with tax portion of transaction provide NOL carryforward through 2022 - AR receives 154MM AMGP shares, representing its 53% ownership in standalone AM as of YE2017 Assumes Series B AMGP shares convert into 23MM common shares upon transaction, based on transaction-implied market capitalization AR, AMGP and AM forecast based on company projections AR Substantially Improves Alignment Summary Ownership AR Management Sponsors Series B (³) Public Total (2) 9% 23% 69% 100% AM 53% 47% 100% AMGP PF AMGP 31% 7% 14% 5% 43% 100% 19% 36% 3% 42% 100% Notes 1. Market Data as of February 16, 2018 3 Assumes Seres Bunts converted into AMGP shares at current market capitalization for standalone AMGP Purchase Price AM Equity Take-Out AM Share Price ($ / Share) Acquisition Premium Acquisition Share Price ($ / Share) AM YE 2017E FDUO (MM) AM Common Equity Offer Value AM Valuation Equity Value AM YE 2017E Debt AM Noncontrolling Interest AM Cash Aggregate Value AM 2018E EBITDA Implied 2018E EBITDA Multiple (X) AM Valuation Total Equity Value % Debt Funded Assumed Net Debt New Debt Issuance (Cash) AMGP Price AMGP Shares Issued to AM AMGP Shares Issued to AM Public AMGP Shares issued to AR Antero $27.70 15.0% $31,86 186.6 5,945 5,945 1,200 (5) 7,428 730 10.2x 5,945 0.0% 1,195 $20.52 289.7 136.2 153.5 19

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