Baird Investment Banking Pitch Book slide image

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 Page 6
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