Baird Investment Banking Pitch Book

PROCESS OVERVIEW Trellminan, Paft BAIRD ■ The Special Committee (the "Committee") of the Board of Directors of Antero Resources Corporation, a Delaware corporation ("AR" or the "Company") and owner of a 52.9% limited partner interest in Antero Midstream Partners LP, a Delaware limited partnership ("AM”), has been asked to consider the proposal by Antero Midstream GP LP, a Delaware limited partnership ("AMGP") and indirect owner of the general partner of AM, for AM to enter into a Simplification Agreement (the "Agreement") by and among AMGP, Arkrose Midstream Merger Sub LLC, a Delaware limited liability company and indirect subsidiary of AMGP ("Merger Sub"), AM, and the other parties thereto. Pursuant to the Agreement, among other things: (1) AMGP will convert from a Delaware limited partnership to a Delaware corporation to be renamed "Antero Midstream Corporation" upon such conversion (following such conversion, "AMGP Corp"); and (2) Merger Sub will merge with and into AM with AM continuing as the surviving limited partnership and an indirect subsidiary of AMGP Corp (such merger is referred to herein as the "Transaction"). ■ Pursuant to the Agreement and as a result of the Transaction, each common unit of AM ("AM Common Units") issued and outstanding and held by the Company immediately prior to the Effective Time (as defined in the Agreement) shall be converted into the right to receive 1.6023 shares of common stock, par value $0.01 per share, of AMGP Corp ("AMGP Common Stock") and $3.00 in cash, subject to AR's right to elect under certain circumstances to take additional cash (in lieu of a corresponding number of shares of AMGP Common Stock, on the terms set forth in the Agreement) (the foregoing consideration to be received by AR is referred to herein as the "Consideration"). ■ In connection with its consideration of the Transaction, the Committee has requested that Robert W. Baird & Co. Incorporated ("Baird" or "we") provide our opinion as to the fairness from a financial point of view, to the unaffiliated shareholders of the Company, of the Consideration to be received by the Company in the Transaction. The Committee has not asked us to express, and we are not expressing, any opinion with respect to any of the other financial or non-financial terms, conditions, determinations or actions with respect to the Transaction, including the fairness of the consideration to be received by any unitholder of AM other than the Company Project Bronco I Page 4

View entire presentation