Antero Midstream Partners Investor Presentation Deck
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Merger Consideration - AM Public Unitholder
At the effective time of the Merger: in exchange for each AM Common Unit held, each
AM Public Unitholder will be entitled to receive, at its election and subject to proration,
one of:
Public Mixed Consideration
$3.415 in cash without interest and 1.6350 shares of New AM Common Stock
Public Stock Consideration
1.6350 shares of New AM Common Stock plus an additional number of shares
of New AM Common Stock equal to the quotient of (A) $3.415 and (B) the
AMGP VWAP
Public Cash Consideration
$3.415 in cash plus an additional amount of cash, in each case without interest,
equal to the product of (A) 1.6350 and (B) the AMGP VWAP
Note:
The aggregate cash consideration to be paid as Merger Consideration will be fixed at an amount equal to the aggregate amount of cash
that would be paid if all AM Public Unitholders received the Public Mixed Consideration (the "Public Available Cash") and Antero
Resources received the AR Mixed Consideration (collectively, the "Available Cash Consideration"), which is approximately $598 million in
the aggregate. However, if the Public Available Cash exceeds the cash consideration elected to be received by the AM Public Unitholders
(the amount of such excess, "Excess Available Cash"), Antero Resources may elect to increase the total amount of cash it receives as a
part of the AR Mixed Consideration up to an amount equal to the Excess Available Cash. To the extent Antero Resources elects to receive
additional cash, the number of shares it receives will be reduced accordingly based on the AMGP VWAP. In addition, the Merger
Consideration each AM Public Unitholder will receive may be prorated in the event that more cash or equity is elected to be received than
what would otherwise have been paid if all AM Public Unitholders received the Public Mixed Consideration and Antero Resources received
the AR Mixed Consideration. See definitive proxy statement/prospectus for additional information.
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