Baird Investment Banking Pitch Book
Telliminary Graft
BAIRD
KEY ASSUMPTIONS UNDERLYING BAIRD'S ANALYSIS
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- The financial statements of AM and AMGP provided to us present fairly the results of operations, cash flows and
financial condition of AM and AMGP, respectively, for the periods, and as of the dates, indicated and were
prepared in conformity with U.S. generally accepted accounting principles, consistently applied;
- The Forecasts were reasonably prepared on bases reflecting the best available estimates and good faith
judgments of management as to the future performance of AM, AMGP and AMGP Corp, and we have relied,
without independent verification, upon such Forecasts in the preparation of our opinion, although we express
no opinion with respect to the Forecasts or any judgments, estimates, assumptions or basis on which they were
based, and we have assumed, without independent verification, that the Forecasts, including the financial
results and the strategic, operating and cost benefits currently contemplated by management will be realized in
the amounts and on the time schedule contemplated in the forecasts;
- The Transaction will be consummated in accordance with the terms and conditions of the Agreement, which is
consistent in all material respects with the draft dated October 5, 2018 (the most recent draft we have been
provided), without any amendment thereto and without waiver by any party of any of the conditions to their
respective obligations thereunder;
The representations and warranties contained in the Agreement are true and correct subject to the
qualifications stated therein and that each party will perform all of the covenants and agreements required to
be performed by it under the Agreement;
- The Transaction will not materially impact the tax characteristics of AMGP or AMGP Corp; and
- All corporate, partnership, governmental, regulatory, third party or other consents and approvals (contractual
or otherwise) required to consummate the Transaction have been, or will be, obtained without the need for any
changes to the Consideration or other financial terms of the Transaction or that would otherwise materially
affect AR, AM, AMGP, AMGP Corp, the Transaction or our analysis.
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