Baird Investment Banking Pitch Book
PROPOSAL MECHANICS
($ in millions, unless otherwise noted)
AM Units Outstanding
Proposed Exchange Ratio
AMGP Shares Issued
Current AMGP Price @ 2/23/18
AM Common Equity Purchase Price
Equity Value
Debt
Cash
Purchase Price
AM Equity Take-Out
(2)
Enterprise Value
2018E Adj. EBITDA
Implied EV/2018E Adj. EBITDA
(2)
(1)
AM Valuation
AM Equity Value
% Debt Funded
Assumed Net Debt
New Debt Issuance (cash)
AMGP Shares Issued to AM
Transaction Mechanics
AMGP Shares Issued to AM Public (47%)
AMGP Shares Issued to AR (53%)
Source: AR, AM and AMGP SEC filings, June 8 Proposal and Antero management.
Represents last close prior to special committee formation.
EBITDA less projected IDR distributions.
187.0
1.600x
299.3
$18.95
$5,671
$5,671
1,310
(9)
$6,972
591
11.8x
$5,671
0.0%
1,301
0
299.3
141.1
158.2
Public
231.4 mm shares
73% Interest
Antero
7
Pro Forma Org. Structure
85.6 mm shares
27% Interest
Trellminar. Draft
Sponsors/
Management
124.8 mm shares
25% Interest
158.2 mm shares
31% Interest
Antero
Midstream
Corp.
202.5 mm shares
40% Interest
18.5 mm shares
4% Interest
BAIRD
Public
Series B
Holders
Project Bronco
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