Bank of America Investment Banking Pitch Book

Take Private Process Overview Execution Methods 16 Most MLP take privates have been executed through a negotiated merger; typically a negotiated merger has a longer statutory time table, however, a tender offer may introduce execution risk if the price is not accepted by enough unit holders Description Benefits Considerations Premium Certainty Execution Certainty Shorter Statutory Timing Available Precedents Negotiated Merger ■ Take private could be structured as a negotiated merger SCR negotiates directly with SIRE Conflicts Committee (either publicly or privately) ■ ■ Potentially greater deal certainty ■ Potentially requires higher premium to ensure success of the tender ■ Substantial market precedent ■ Longer statutory time table absent process delays OO Tender Offer Take private could be structured as a tender offer followed by the exercise of the limited call right Most precedents have included a negotiation with Conflicts Committee to solicit board support Shorter statutory timetable absent process delays No back-end unitholder vote required if the limited call threshold (80%) is reached. Note that the tender basically acts like a unitholder vote and approval of the transaction ■ Possibility of a failed tender offer if premium is not accepted by market Limited market precedent all Fuller moon means more benefit to the process

View entire presentation